INTRODUCTION

This document is named Ethical Code. It defines the commitments made and the responsibilities taken by Bea Technologies Spa (later simply  Bea) while carrying out their activity. All the members of Bea’s staff make these commitments and  responsibilities their own. Furthermore, the content of this code will inform the behaviour of all the  external and internal collaborators with particular regard to the Public Administration.  

According to the Decreto Legislativo n. 231/2001, the ethical code regulates the principles, rights, duties  and responsibilities inspiring Bea, especially respect of the law and of current rules. 

GENERAL PRINCIPLES OF ETHICAL BEHAVIOUR

Bea’s ethical code deals with two types of behaviours. Firstly, the principles inspiring the staff’s personal  decisions, secondly the ethical rules and the laws Bea must respect as a company.  Bea’s employees shall primarily respect all laws, but also act honestly and correctly under any  circumstances.  

All external consultants and agents shall likewise behave when acting on behalf of Bea.  Therefore, the term “employees” will refer here both to the Bea’s staff and to all the people performing  services on behalf of Bea.

GUIDELINES OF ETHICAL PERSONAL BEHAVIOUR

Positive responsibilities
All Bea’s employees are responsible for behaving ethically towards Customers, suppliers, colleagues,  shareholders and towards the public in general. All the employees shall also take the concrete initiatives  and ethical responsibilities with regard to quality, honesty and correctness. 

Quality

All Bea’s employees shall share these commitments about quality. They shall be proud of doing their best  in their work. To reach this purpose, all employees shall be in their working place on time, in physical and  intellectual resources, ready to work in team all day long. 

Honesty
Honesty is required from all of Bea’s employees. The employees shall be prepared to account for their own  mistakes. Each employee shall involve his / her superiors about important news (both positive and  negative) success the causes of the problem, absence and unjustified delays. Periodical briefings among  colleagues shall be focused discussed both achievement and areas of possible improvement. Low  performances problem or interpersonal conflicts shall be faced and discussed immediately without leaving  them unsolved. The employees are expected to inform their superiors or the management about possible un-ethical behaviours. The employees shall therefore refuse to be either direct or passive accomplices in  un-ethical situations. 

Correctness
All Bea’s employees shall be respectful and correct with their colleagues. The management shall promote  the development of each individual’s capacities, avoiding discrimination, bullying or mobbing. 

FORBBIDEN ETHICAL BEHAVIOURS

Conflicts of interest
The employees and their relatives shall avoid to have interests or external activities in opposition of Bea’s  interests. They should not work or perform any activities that provide competitors, suppliers or Customers  advantages. During their spare time, the employees shall not perform activities competing with Bea. In addition, the employees shall not invest in shares from competitors, suppliers or Customers other than  investments in Public Companies. 

Acceptance of gifts
The acceptance of gifts coming from Bea’s suppliers, Customers or competitors suggests dishonest or  incorrect behaviours. Therefore, none of Bea’s employees (or relatives) will be allowed to ask for or accept  favors, gifts, loans or further benefits (including services, discounts or goods) form suppliers, Customers or  competitors. The only exception to such rule is represented by offers of entertainments or gifts (not in  cash), with a purely nominal value, which are traditional and reciprocally offered to suppliers, Customers or competitors. 

Use of the Company’s resources
All of Bea’s employees are allowed to use the Company’s resources (including time, materials, equipment  and private information) for business purposes, not for personal aims. Possible unauthorized personal use  of the above resources, might be considered as theft of the Company’s good. Bea’s employees are  expected to only deal with activities on behalf of Society during working time. The company’s goods,  such as, the equipment and the instruments, office furniture and services must be used by the employees  only for a business aims. The direction can authorize other possible uses of this items. The employees are  not allowed to divulge technical and business information about Bea. It includes names of Customers and  suppliers, production procedures, information about the equipment and plants, drawings, schedules  planning, business, financial and technical information that have never been published, along with all  relating documents and data. Those rules must be applied to international software data as well. Inventions  or ideas connected with Bea’s activity develop during working time at Bea belong to Bea; they cannot be  personally use or sold by the employees. For example, computer software created at work using the material  (computer software, video and audio tapes, written material) subject to copyright. It can be neither copied  nor distributed to others in any way or under any shape.

GUIDELINES OF ETHICAL BEHAVIOUR AS REGARDS COMPANY`S ACTIVITY

As a company, Bea must respect ethical and legal rules in order to fulfill their responsibilities towards  Customers, suppliers, employees, shareholders and towards the public in general. Bea is involved in  making business honesty and in the full observance of the rules and regulations in each countries where  Bea works. As a consequence, all employees must respect personal ethical rules, as well as the company is  supposed to respect definite ethical rules in the development of its activities. Such rules concerned gifts,  payments, security procedures, commercial policy, obligations towards the employees and the  community, besides the correct keeping of registers and documents. 

Labour policies  

Bea applies to its employees the National Collective Labour Agreement (CCNL) of the category that has  joined, which regulates behaviors in terms of procedures, rules, and minimum wage to be applied. To  avoid any doubt the use of child labor, forced labor, or irregular immigrants is prohibited, both directly  and through subcontracted work. Any form of discrimination and abuse based on religion, race, or gender  is also prohibited (see also point 060).  

It is also prohibited to use human trafficking, which means that it is forbidden, for example but not  limited to, to retain identity documents in order to prevent individuals from changing jobs, to apply hiring  costs or transportation costs to and from the workplace, and any other form of harassment.

Entertainment and presents
In Bea’s opinion, Customers’ decision shall be made exclusively on the basis the products quality, the  service offer, the price and other competitive factors. Entertainment and gifts of nominal value can be  used in order to establish a positive relationship with Bea’s Customers. If offering presents or forms of  entertainment is an ordinary and shared practice, then it can be effected if this is allowed, if the present has  a nominal value, if this does not come into conflict with the Customers’ habits and if this is properly  registered in Bea’s books. In order to keep out of legal violations such practices shall be avoid with  employees form public companies. Entertaining Customers and suppliers is allowed through refund on the  bases of notification but only with the fiscal limitation allowed and respecting the rules established by  Bea’s Customers and suppliers. Where legally allowed, Bea can pay travel expenses to employees of Customers visiting one of Bea’s subsidiary on business, there are sensible, authorized by the Management  and properly registered. 

Payment
Bea can effect payments exclusively for services or goods supplied to Bea. None of Bea’s employees can  effect payments, even as a present, a reward, a benefit to establish or maintain business relationship or for any other aims to Customers’ staff, suppliers or competitors. In order to avoid any suggestion of  improperly payment, none shall be effected in cash, with the exception of small and documented amounts.  In order to avoid any suggestion of improper payment, none of such shall be effected in cash, a part of  small and documented amounts. It is forbidden any company’s checks “in cash”, or “in bearer” or in favor  of other people authorized by the beneficiary of payment.

Commercial policies

The relations and agreements with agents and distributors shall be set out in written form and authorized  by the Management. Commissions and other payments shall be adequately documented and highlighted  for fiscal purposes.  

Obligations towards employees

Bea shares the view that its employees shall have a safe working environment besides equal carriers  possibility. Moreover, Bea complains with all laws and regulations concerning Heath and Safety. All of  Bea’s employees are expected to take their own responsibilities in order to respect safety rules, taking the  necessary precautions, avoiding harmful activities for their colleagues and informing the people in charge  about possible dangerous conditions in the working place. Bea equally chooses, employees, promotes and  deals with its own employees not considering their race, sex, religion, age or political creed. Bea does not  discriminate the disabled workers, in addition Bea takes initiatives in order to enforce this practice. All the  employees are expected to share and support such policy and to treat their own colleagues with respect  and consideration.  

Environment sustainability 

All of Bea’s employees must feel committed to the environment safeguard both inside and outside Bea’s premises.  Bea complains with all existing laws in this regard. Furthermore, Bea is engaged in reducing the risk of dangerous  substances release in the environment. In case of doubts about procedures, controls or release of substances  influencing the environment, the employees shall immediately inform his own superior or the person in charge of  the environmental protection. 

Registers and Documents

Administration
Bea’s integrity is concretely documented by its books and accounting documents. All of Bea’s employees are  responsible for the correctness, the reliability and the filling of the company’s accounting documents. All of the  Bea’s books and accounting documents complain with the generally accepted principles and the laws / regulations  in force. All records shall contain suitable description of every business transaction. False or improper statements  are forbidden. The only transactions that shall be accepted are the documents ones. 

Product integrity
Bea’s products shall respect quality standard, so that Bea can achieve its quality objective and keep its good  reputation as a Supplier. All of Bea’s employees are obliged to ensure the integrity of the products they control, as well as the accuracy of the documents relating to product integrity. If intentional concerning of defective work or  material as well as the falsification of documents are suspected, the employees shall immediately inform the  Management. 

Place of work  

The place of work is not limited to the Bea premises, it includes also any other place connected with the business  activity such as conference, travels and any other place where the business is performed. 

ANTI – DISCRIMINATION AND DIGNITY POLICY  

Bea aims to maintain the best working conditions internally, ensuring a work environment inspired by  principles of equality and the protection of freedom, dignity, and inviolability of the individual as  established by current regulations. Bea does not tolerate any form of discrimination and/or harassment and  guarantees equal opportunities, dignity, and impartial treatment for all individuals based solely on their  abilities and professional skills. 

Discrimination  

Discrimination can be both direct and indirect, as defined below:  

1. a) Direct discrimination occurs when, based on religion, personal beliefs, disability, age, or sexual orientation, a  person is treated less favorably than another person in a similar situation, has been, or would be treated.   
2. b) Indirect discrimination occurs when an apparent neutral provision, criteria, practice, action, agreement, or  behavior puts a person who profess a particular religion or ideology, individuals with disabilities, individuals of a  particular age, or individuals with a specific sexual orientation at a particular disadvantage compared to others. 

Harrassment  

Harassment is understood as repeated and persistent hostile conduct with persecutory intent that is capable of  violating a person’s dignity and creating an intimidating, degrading, humiliating, hostile, or offensive environment.  Retaliation against anyone who reports harassment or opposes it is also considered harassment.  In particular, sexual harassment refers to any unwanted act or behavior of a sexual nature, whether expressed  physically, verbally, or non-verbally in the workplace, which offends the dignity and freedom of the person  experiencing it. 

Employees who feel subjected to harassment or discrimination are encouraged to promptly inform the  Management. Those who witness discriminatory behavior and/or behavior that can be classified as harassment  should immediately report it through the same channels.  

For behaviors that are believed to have legal implications, Bea Technologies Spa urges anyone who considers  themselves a victim of such behaviors to promptly contact the relevant authorities.  

Naturally, in any case, all other forms of legal protection or the option to seek assistance from other support  structures are preserved. 

RESPECT OF THE ETHICAL CODE

All of Bea’s employees are requested to acknowledge and respect these principles of Ethical code behaviours. Any  violation of Bea’s ethical code may enforce immediate disciplinary action or contract resolution. Supervisors shall  guarantee the respect of the ethical code in their competence area; Supervisors will be assessed on the base of this  criteria. All Bea’s Supervisors are requested to be an example and show their commitment toward this ethical  principles. Any violations shall be immediately reported. The personal identity shall not be revealed. “Turning a  blind eye on this” implies approving and encouraging non ethical behaviours which Bea shall not accept. Depending  on the seriousness of the violations, Bea shall take appropriate measures, in addition to the punishment enforced by  the Judicial Authority. Such measures will considered the gravity crime committed; disciplinary actions will be  taken according to Art. 7 della legge 20 Maggio 1970 nr. 300 and to the dispositions contained in applicable job  contracts. This ethical code is valid also for temporally workers. As far as auditors and board members are  concerned the violation of the ethical code may result respectively by the Board of Directors and the Board of  Auditors, of proportional measures in relation to the seriousness or recurrence of the offense and the degree of fault,  up to the revocation of the mandate for cause.