Anti-bribery & corruption policy

1 DEFINITIONS

For the purpose of this Policy, the following definitions apply:

Anti-corruption/bribery Laws: the national laws and regulations applicable in the countries where the Marcolin Group operates and, among these, by way of example: the Italian Penal Code, law no. 190 of 6 November 2012, Italian Legislative Decree no. 231 of 2001 and the other applicable provisions, the FCPA (Foreign Corrupt Practices Act of 1977), the UK Bribery Act, the Sapin II Law and the French Penal Code, the German Criminal Code and the German anti-corruption/bribery law, all the other provisions of public and commercial anti-corruption laws throughout the world. Moreover, this definition also includes the best practices and guidelines drawn up by private international organisations (ICC – International Chamber of Commerce, Transparency International, PACI – Partnering Against Corruption Initiative and the United Nations Global Compact, UNI ISO 37001), as well as international conventions including, by way of non-limiting example:

a) any officer of a public service, meaning whoever, for whatever reason, performs a public service where public service means an activity that is disciplined in the same ways as the public function, but characterised by the lack of the typical powers of the latter. The performance of simple tasks without discretion or decision-making power and the performance of purely material work are not inluded.

Associated Company: every company in which Marcolin holds a significant number of stocks and shares but not enough to have a dominant influence on the company’s administration.

Bribery and Corruption: the conduct of anyone who, directly or indirectly carrying out activities on behalf of or in the interests of Group’s companies gives, offers, promises, receives, accepts, demands or solicits, directly or indirectly (and thus through an intermediary) monetary or non-monetary, tangible or intangible benefits for personal, Group’s companies or third party benefit. For the purpose of this Policy, the distinction between “bribery and corruption of a public official” and “bribery and corruption of a private citizen” is not relevant.

Consultant: a natural person or independent company that works on behalf of a company belonging to the Marcolin Group with the aim of providing an expert opinion or services of an intellectual nature, used by the Marcolin Group to support the management’s decisions.

- Criminal Law Convention on Corruption of the Council of Europe (1999);
Facilitation Payments: unofficial payments made to a Public Official with the aim of accelerating, facilitating or ensuring the performance of a routine activity or activities falling within the duties of Public Officials.

Family member: a) the spouse of the Public Official; grandparents, parents, siblings, offspring, grandchildren, aunts and uncles and first degree cousins of the Public Official and his/her spouse; the spouse of all these persons; and any other subject who shares the same dwelling with them; b) the spouse of the private citizen; grandparents, parents, siblings, offspring, grandchildren, aunts and uncles and first degree cousins of the private citizen and his/her spouse; the spouse of all these persons; and any other subject who shares the same dwelling with them.

Integrity Committee: formed by the Head of Legal & Compliance (Chair of the committee), the Group HR Director (Secretary of the committee) and the Chair of the Supervisory Board whose aim is to analyse any reports of potential breaches of the Marcolin Group’s Code of Ethics, policies, or applicable laws and regulations, including Italian Legislative Decree 231/2001, the related Marcolin S.p.A. 231 Organisation Model and this Policy, that might harm the Marcolin Group.

Joint Ventures: contracts aimed at establishing joint ventures, consortia, temporary joint ventures (ATI – “Associazioni Temporanee di Impresa”), associations, partnership agreements or other entities with or without legal personality, in which the Marcolin Group acts as stakeholder.

Marcolin Group internal procedures: Policies, Regulations, Procedures and Operating Instructions (so- called regulatory instruments).

Marcolin Group personnel: the directors, executives, members of the corporate bodies, management, employees and contract staff (meaning consultants and agency workers) of a company belonging Marcolin Group.

Marcolin Group: The Marcolin S.p.A. parent company and the companies controlled by same.
- OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (1997);

Public Official:

Recipients: the Group Personnel throughout the world and any person who works in the name and/or on behalf and/or in the interest of the Marcolin Group or anyone who has professional or business relations with it.

Reputational Due Diligence: in anti-corruption terms, these are appropriate methods (according to criteria of reasonableness and proportionality in relation to the relationship to be forged) aimed at checking the reliability, reputational profile, the existence of any proceedings or sentences for crimes of bribery and corruption (or other crimes that could impact professional conduct) inflicted on the counter-party or on its relevant persons (e.g.: shareholders, directors, top management, etc.) and the adequacy of the third parties which the Marcolin Group is assessing the possibility of forging a professional or business relationship.

Subsidiary: every company directly or indirectly controlled (based on International Accounting Standard – IAS 27 “Consolidated Financial Statements and Accounting for Investments in Subsidiaries” as amended) by Marcolin or by one of its subsidiaries, depending on the case, in Italy or abroad.

Supervisory Board (ODV - Organismo di Vigilanza): the Supervisory Board of Marcolin, as defined in Marcolin’s 231 Organisational Model and appointed in accordance with Italian Legislative Decree no. 231 of 2001.

Supplier: the economic operator (natural person, legal entity or group of companies) potentially able to satisfy a given need for the procurement of goods, works and services.

- United Nations Convention against Corruption (2004).

b)  whoever acts in an official capacity in the interest or on behalf of (i) a national, regional or local public administration, (ii) an agency, office or body of the European Union or of a public administration, whether Italian, foreign, national, regional or local, (iii) a company owned, controlled or affiliated by a public administration, whether Italian or foreign, (iv) an international public organisation such as the European Bank for Reconstruction and Development, the International Bank for Reconstruction and Development, the International Monetary Fund, the World Bank, the United Nations or the World Trade Organization, or (v) a political party, a member of a political party or a candidate for a political post, whether Italian or foreign;

c)  whoever covers a public legislative, judicial or administrative function:

2 AIM / PURPOSE

Corporate ethics is a top priority for Marcolin S.p.A. (“Marcolin”, or the “Company”, or the “Parent Company”) and its Subsidiaries (all together referred to as the “Group” or the “Marcolin Group”), conveying a message of loyalty, fairness and respect regarding the entire Group, and constituting a reference point in its business environment

Aware of the risk of corruption, Marcolin goes beyond mere compliance with legislation and identifies measures to prevent corruption offences as an integral part of the Group’s social responsibility, in order to protect its organisation and all stakeholders.

In this context, drawing inspiration from the principles set forth in the Group's Code of Ethics and the best practice regarding Anti-corruption and bribery Compliance Program and international standard ISO 37001:2016, Marcolin has defined this Anti-bribery & corruption Policy (hereinafter also referred to as the “Policy”) in order to prevent acts of bribery and corruption, in any form or way, and to minimise the risk of putting in place behaviour that could be attributable to acts of bribery and corruption.

3 RECIPIENTS AND SCOPE

This Policy applies to all Personnel of the Marcolin Group and, in general, to everyone that works in the name and/or on behalf and/or in the interests of the Marcolin Group or that has professional or business relations with the Group or with the companies belonging to it.

Compliance with the Anti-corruption laws and with the Policy is mandatory for all Recipients.

Should some provisions of the Anti-corruption Laws be stricter than those included in this Policy, the first shall prevail and, in any case, any breaches of such provision will represent a breach of this Policy too.

This Policy is communicated also to Associated Companies with the aim of promoting behaviour and information flows that are consistent with those expressed by the Group.

Moreover, Marcolin will use its influence, as far as reasonable in the specific circumstances, to ensure that the companies and entities in which Marcolin has a non-controlling shareholding (“Associated Company”) meet the standards indicated in this Anti-bribery and corruption Policy, by adopting and maintaining an adequate internal control system in line with the requirements established by the Anti-corruption Laws. In any case, the representatives indicated by Marcolin in such companies and entities will do everything possible to ensure that the standards indicated in this Anti-bribery & corruption Policy are adopted. The circumstances that are important for the adoption of these standards include the degree of ownership of Marcolin in the companies or in the entity (i.e. joint ventures, consortia) and the laws and regulations that discipline the business in the Country where the company or the entity has been established or where it has its operational base.

3.1 Method of implementation by Group companies

Each company of the Group adopts this Anti-bribery & corruption Policy in a timely manner through resolution of the board of directors (or the corresponding body/function/role if the governance of the Subsidiary does not contemplate this body).

4 REFERENCE PRINCIPLES AND RULES OF CONDUCT

4.1 Introduction

4.1.1 The anti-corruption laws

Almost all Countries have laws that prohibit bribery and corruption of their Public Officials and many others have laws that consider the bribery and corruption of Public Officials of other countries a crime. Many Countries, like Italy, also have laws that prohibit bribery and corruption between private citizens. Since Marcolin has its registered office in Italy, the Personnel is subject to Italian law and, specifically, Italian Legislative Decree no. 231 of 2001.

In general, Anti-corruption Laws:

  • prohibit payments made both directly and indirectly - including payments made to whoever, aware that that payment will be shared with a Public Official or with a private citizen, as well as offers and promises of a payment or other benefit for the purpose of corrupting a Public Official or private citizen. Based on the Anti-corruption Laws, the Marcolin Group and/or the Personnel of the Marcolin Group could be held liable for offers of payments or payments made by anyone acting on behalf of the company in relation to the company’s activities if the Marcolin Group and/or the Personnel of the Marcolin Group are aware or reasonably should have known that such offer or payment is being made improperly;
  • require companies to keep books, registers and accounting entries that, in reasonable detail, accurately and correctly reflect the transactions, expenses (even if not “significant” from an accounting point of view), purchases and sales of goods.


4.1.2 Consequences of non-observance of anti-corruption laws

Natural persons and legal entities that breach the Anti-corruption laws may face significant fines and individuals may be sentenced to imprisonment or suffer other penalties. These breaches can also lead to other consequences established by law, such as disqualification from negotiating with public entities, confiscation of the profits of the offence or claims for damages. Most importantly, the reputation of the company could be seriously damaged.

Moreover, in order to maximise the effectiveness of the sanctions, companies are usually prevented from holding harmless its personnel from liability as established in Anti-corruption Laws.

4.2 Statement of principle

Consistently with its Code of Ethics, the Group prohibits bribery and corruption without any exception whatsoever, with any public or private subject. In detail, Marcolin forbids:

  • offering, promising, giving, paying, authorising someone to give or pay, directly or indirectly, an economic benefit or other benefit to a Public Official or private citizen (Active Bribery);
  • accepting a request from, or a demand from, or authorising anyone to accept or demand, directly or indirectly, an economic benefit or other benefit from anyone (Passive Bribery);


when the intention is:

• to induce a Public Official or private citizen to exercise in an improper way any function of a public nature, or to carry out any activity associated with a business or remunerate him/her for carrying it out;

  • to influence an official act (or the omission of an official act) by a Public Official or any decision in breach of an official duty;
  • to influence or remunerate a Public Official or private citizen for acts of his/her office;
  • to obtain, gain or maintain a business or unfair advantage in relation to the company’s activities; or - in any case, to breach applicable laws.


Prohibited conduct includes offering to, or receiving from, Marcolin Group Personnel (direct bribery) or anyone acting on behalf of the Marcolin Group (indirect bribery) a financial advantage or other benefit in connection with the company’s activities.

This prohibition is not limited only to payments in cash, but also includes, for corruption purposes, gifts, entertainment expenses for third parties, meals and transport; contributions in kind (such as sponsorships and donations); commercial activities, employment or investment opportunities; confidential information that could be used to trade in securities and regulated products; discounts or personal loans; Facilitation Payments; assistance or support for family members; other benefits.

The Marcolin Group prohibits all forms of bribery and corruption, including, but not limited to, those described above in favour of anyone.

Moreover, in accordance with the general standard of transparency and with the principle of “Segregation of activities”, the subject that has a relationship or negotiates with external public or private counterparts, cannot on his or her own and freely: (i) enter into contracts with the above-stated counter-parties; (ii) have access to financial resources; (iii) enter into consultancy, professional services or brokerage contracts; (iv) grant benefits (gifts, benefits, etc.); (v) hire personnel.

A person subject to this Anti-bribery & corruption Policy will be considered “aware” that the payment or other benefit will favour a Public Official or a private citizen or his/her family members or the persons indicated by him/her, if such person has acted consciously ignoring the alarm signals or the reasons to be suspicious or has acted with gross negligence, for example, not performing an adequate Reputational Due Diligence based on the circumstances.

Compliance with Anti-corruption laws and with this Anti-bribery & corruption Policy is mandatory for all the Personnel of the Marcolin Group. Consequently:

1) all Marcolin Group relationships with, or referring to, or that involve a Public Official must be carried out in compliance with this Anti-bribery & corruption Policy and the related regulatory instruments1 and with the content of the Group Code of Ethics;

2) all transactions of the Marcolin Group with, or referring to, private citizens must be carried out in compliance with this Anti-bribery & corruption Policy, the related regulatory instruments and the content of the Group Code of Ethics;

3) The Personnel of the Marcolin Group are personally responsible for complying with this Anti-bribery & corruption Policy and the regulatory instruments. In particular, the project or contract managers are responsible, among other things, for monitoring compliance of their staff and for adopting measures to prevent, uncover and report potential breaches;

4) no questionable or illegal practice (including Facilitation Payments) will be justified or tolerated just because it is “customary” in the sector or in the countries where the Marcolin Group operates. No performance must be imposed or accepted if such performance can be achieved solely by compromising the ethical standards defined by Marcolin;

5) the financial resources gained within the context of the company’s activities are managed in accordance with the company's specific regulations that incorporate the principles and content of the Group's Code of Ethics and the specific control standards set in Model 231 and, in any case, in ways such as to avoid the possibility of creating undue or unforeseen financial resources;

6) the Personnel of the Marcolin Group that breach this Anti-bribery & corruption Policy and/or the Anti- corruption Laws may be subject to disciplinary measures and any other legal action necessary to protect the

1 Without prejudice to application of the provisions of law applicable in each specific case, the personnel of the Marcolin Group are obliged to observe the company’s procedures that discipline relationships with the Public administration.

interests of the Company. Third parties (customers and suppliers, consultants, etc.) that breach this Anti- bribery & corruption Procedure and/or the Anti-corruption Laws will be subject to contractual remedies, including suspension of the performance through to termination of the contract, the prohibition to negotiate business with the Marcolin Group and claims for damages;

7) the Personnel of the Marcolin Group will not be dismissed, demoted, suspended, threatened, harassed or discriminated in any way for having refused to make a prohibited payment or give a prohibited gift or other benefit, even if such refusal has resulted in the loss of a business deal or other detrimental consequence to the business.

4.3 Relations with Third Parties

Customers, distributors and suppliers of the Group must refrain from putting in place any corruptive behaviour with any subject with whom they have to work, whether a Public Official or private citizen. Specifically, any conduct or behaviour contrary to the duty of diligence, loyalty and professionalism, aimed at offering to, or obtaining from, a Public Official or a private citizen a sum of money or other illegitimate benefit or, in any case, not due for the services received or rendered is forbidden.

4.3.1 Customersanddistributors

Customers and distributors of the Marcolin Group shall respect ethical standards.

It is not permitted to give, offer or promise cash or others forms of benefits (including gifts or favours of any type whatsoever) to customers or distributors with the intention of improperly influencing the negotiation and/or making a sale in particularly advantageous conditions (by way of non limiting example, in terms of quantity and/or sales price).

Likewise, any request for, or acceptance of, cash or other benefits for the purpose of applying conditions, not justified by the contractual relationship, to the benefit of customers or distributors (by way of non-limiting example, for the granting of discounts), as well as facilitate wrongdoing or frauds is forbidden.

The application of price lists, discounts, promotions and gifts to customers must respect the company’s procedures, with special reference to their approval and related documentation.

4.3.2 Suppliers

It is not permitted to give, offer or promise cash or other forms of benefits to an employee or representative of a counterparty with which the company aims to enter into a goods or services supply agreement with the aim of obtaining an undue advantage (e.g. an unjustified discount).

Likewise, any request for or acceptance of cash or other forms of benefits by an employee or representative of a counterparty with the aim of obtaining an undue advantage in the signing of a supply agreement is forbidden2.

The choice of suppliers and external subjects (including consultants, agents and brokers) for the procurement of goods and services must be based on evaluations that allow to choose suppliers of proven quality, fairness, reliability and cost-effectiveness. In particular:

  • the selection process must be transparent and, within the limits established in the company’s procedures, contemplate a competitive negotiation among several counterparties.
  • the choices must be traced and the documents proving compliance with the internal procedures and the procurement purposes must be appropriately filed.
  • the stipulation of contracts, or the continuation of any relationship, must be interrupted if there are well- founded and demonstrable acts or suspicions of corrupt behaviour.

Goods and services must be procured by authorised persons holding spending powers defined in the power of attorney system and the specific limits set therein.

For every purchase, it is necessary to check and record with suitable documentation:

• that the goods/services from the supplier and/or consultant correspond to those requested and/or in any case agreed on;

2 As regards the receipt of gifts and hospitality by third parties, as a courtesy, reference should be made to the principles outlined in paragraph

5.5. “Gifts, expenses and hospitality”.

• that the price paid to the supplier/consultant is in line with the market prices and/or, in any case, justifiable in the light of the service rendered and the specific competence required.

It is forbidden to make payments to suppliers/consultants that cannot be justified within the context of the contractual relationship established with them.

Also to ensure that the Marcolin Group in certain circumstances cannot be held liable for bribery and corruption committed by suppliers that provide services to and on behalf of the Marcolin Group and their sub-contractors, suppliers of the Marcolin Group must observe the ethical standards and qualification requirements set at Group level.

4.3.3 Relations with the Public Administration

The Group's relations with representatives of the Public Administration (P.A.), considered in all its different aspects, must be based on principles of fairness, loyalty and full transparency and must be inspired by strict compliance with Anti-corruption Laws and all the other internal and external applicable measures, not in any way being able to compromise the honesty and reputation of the Group.

The assumption of commitments and management of relations of any type with representatives of the P.A. and/or entities of public relevance are reserved solely for the specifically authorised figures and functions in the company, within the limits of the powers assigned to same in an official power of attorney and, in any case, within the scope and limits of their roles and responsibilities.

In these relationships, the Group must not attempt to improperly influence the decisions or the actions of the entity involved, either directly or through the mediation of third parties (real or vaunted).

With specific reference to relations with the Regulatory Bodies and Supervisory Board, the Group undertakes to strictly observe the rules of these bodies in order to comply with the regulations in the relative sectors. Personnel shall comply with any request from these bodies in their inspection functions, cooperating in the relevant activities.

The traceability of all relations with the Public Administration must be ensured by means of the preparation of minutes/reports/explanatory notes and the correct filing and retention of same. The minutes/reports/explanatory notes prepared must contain information to provide a complete and detailed description of the event such as the date and place of the meeting/contact, the subject matter and the reason for the meeting, the names and positions of all the participants, the opinions expressed on the subject discussed and the conclusions.

4.3.4 Relations with political and trade union organisations

The Group does not make contributions of any type, directly or indirectly, to political parties, movements, committees and political or trade union organisations or to their representatives or candidates either in Italy or abroad; therefore, any form of contribution is expressly forbidden.

4.4 Facilitation Payments

The Group expressly prohibits, both in Italy and abroad, all so-called Facilitation Payments, i.e. any type of payment in cash or bestowal of other benefits made, directly or indirectly, to public officials, whether natural persons or economic entities, Italian or foreign, with the aim of expediting, facilitating or simply ensuring the performance of a routine activity that is in any case legitimate and legal within the context of the duties of these subjects. The above-stated prohibition applies regardless of the fact that, in some Countries, these facilitation payments may represent a local custom or may be permitted by local laws.

4.5 Gifts, expenses and hospitality

Gifts, presents and other entertainment expenses are permitted as common professional and commercial courtesy, without prejudice to the prohibition to offer or accept sums of money.

To this end, gifts, presents and any other benefits that the Recipients offer (or accept from) public or private subjects must, depending on the circumstances: (a) be appropriate, reasonable and in good faith; (b) be such as not to (i) compromise the honesty and reputation of the parties involved, or (ii) create, in the beneficiary or an impartial third party, the impression that they are aimed at obtaining, maintaining or remunerating undue advantages or at exercising an illegitimate or improper influence on the activities or decisions of the beneficiary; (c) be recorded and in any case not offered or accepted in a covert manner, (d) be compliant with Anti- corruption Laws and the company's procedures and protocols.

Without prejudice to observance of the above-stated criteria: (1) the Recipients can offer or accept gifts, presents and other benefits if of a modest value; (2) acts of hospitality (transport, accommodation, meals, entertainment, etc.) are permitted for business purposes, the promotion of the Group and the development of commercial and partnership relationships.

Gifts and benefits that are out of the ordinary or otherwise exceeding the modest value as indicated above are not permitted between Group employees with mutual relations of superordinate hierarchy.

4.5.1 Gifts, economic advantages or other benefits offered to, or received from, Personnel of the Marcolin Group

Whoever receives offers of gifts or hospitality or economic advantages or other benefits that cannot be considered as acts of commercial courtesy of modest value, must refuse them and immediately inform: (i) his/her direct superior and/or (ii) the Integrity Committee.

4.5.2 Gifts, economic advantages or other benefits given to third parties

A gift, economic advantage or other benefit is reasonable and in good faith when it is directly linked: (i) to the promotion, demonstration or illustration of products or services; or (ii) to the participation in seminars or training workshops; or (iii) to the development and maintenance of cordial business relations.

Reasonable gifts, economic advantages or other benefits in good faith must be approved in line with the Marcolin Group’s internal procedures that discipline gifts, other benefits and entertainment expenses with third parties. These expenses must be registered accurately and transparently in the company’s accounting books and in sufficient detail and must be supported by the reference documents to identify the name and position of each beneficiary as well as the purpose of the payment or other benefit.

Any gift, hospitality or other benefit for a family member or a person indicated by a third party or by a Public Official or by a private citizen, which is offered at the request of a third party or Public Official or with regard to the relationship of the beneficiary with a third party or Public Official, shall be treated as a benefit provided to that third party or that Public Official and is therefore subject to the limits set by this Anti-bribery & corruption Policy and by the relevant Anti-corruption regulations.

4.6 Sponsorships

Sponsorships can generate anti-bribery and corruption problems; therefore, to ensure observance of Anti- corruption Laws, and be coherent with the Marcolin Group’s internal procedures, these must comply with the following minimum standards:

a)  they will be made in accordance with the approved budget;

b)  the partners in sponsorship contracts must only be well-know, reliable entities with an excellent reputation in terms of honesty and correct business practice;

c)  in case of companies, the partner in the sponsorship contract must have met all the requirements to operate in compliance with applicable laws;

d)  the sponsorship and donations approval process must include a suitable description of the nature and purpose of each initiative, a Reputational Due Diligence on the potential partner in the sponsorship contract and previous check of the legitimacy of the initiative based on applicable laws;

e)  the sponsorship contract must be drawn up in writing and must contain:

(i) the declaration of the counterparty that the amounts paid by the Marcolin Group company will be used solely as a fee for the counterparty’s service and that these sums will never be transmitted to a Public Official or to a private citizen for the purposes of bribery or transferred, directly or indirectly, to members of the corporate bodies, directors or employees of the Marcolin Group company;

(ii) the declaration of the counterparty that, at the time of the signing of the agreement and during its performance, neither the counterparty nor, in the case of a company, the company or its owners, directors or employees are, or could become, Public Officials;

(iii) the currency and amount paid under the sponsorship contract;

(iv) the invoicing (or payment methods) and payment terms and conditions, bearing in mind that such payments can be made solely to the counterparty and in the Country of establishment of same and exclusively into the registered account of the counterparty, as indicated in the contract, and never into numbered accounts or in cash;

(v) the counterparty’s commitment to comply with applicable laws, Anti-corruption Laws and the anti- bribery and corruption provisions in the sponsorship contract and to register the amount received in its books and records in a correct and transparent way;

(vi) the clause concerning “Compliance with the Code of Ethics and Anti-corruption Laws” that Marcolin must include in the contracts signed;

(vii) the right of the Marcolin Group company to terminate the contract, interrupt payments and claim damages in case of a breach by the counterparty of the obligations, declarations and guarantees as indicated above or in case of a breach of the Anti-corruption Laws or of the anti-bribery and corruption commitments established in the contract;

(viii) the right of the Marcolin Group company to carry out controls on the counterparty in the case where the Company has a reasonable doubt that the counter-party has breached the provisions of the relative regulatory instrument and/or contract.

f)  In accordance with law provisions and Group procedures, the amount paid as of the sponsorship contract must be registered in the accounts and records of the Marcolin Group Company correctly and transparently;

g)  the Marcolin Group Company must ensure that the payments are made only as indicated in the sponsorship contract, subject to verification that the service has actually been provided;

h)  the original documentation regarding the approval of the contribution and the compliance control with the relative procedure must be filed in accordance with applicable laws and internal regulations, also regarding the processing of personal data.

4.7 Charitable contributions/donations - endowments

Donations to charities and administrative entities entail a risk of misappropriation of the funds or valuable assets for personal use or benefit of a Public Official or a private citizen.

Even if a Public Official or private citizen does not obtain an economic advantage, an otherwise legitimate contribution to a charity made in exchange for obtaining, or maintaining business, or to gain an illegitimate advantage could be considered an illegal payment according to the Anti-corruption Laws.

To ensure observance of Anti-corruption Laws, and to be consistent with the Marcolin Group’s internal procedures, the following minimum standards must be observed:

a)  all contributions must be made in line with the approved budget;

b)  the contributions must be made only in favour of non-profit organisations or to subjects that carry out, under a different legal form and without the priority aim of profit, activities with social relevance in various fields;

c)  the contributions’ approval process must include a suitable description of the nature and purpose of each contribution, a Reputational Due Diligence on the beneficiary and control of the legitimacy of the contribution based on applicable laws;

d)  in line with law provisions and the relative Group’s internal procedures, payments to the beneficiary entity must be made solely into a current account opened in the beneficiary entity’s name; it is forbidden to make payments into numbered accounts or in cash to a subject other than the beneficiary entity or in a third country other than that of the country of the beneficiary entity;

e)  the contributions must be registered truthfully and transparently in the company’s books and records;

f)  the beneficiary entity must record the contributions received in its books and registers in a correct and transparent way;

g)  the original documentation regarding the approval of the contribution and the compliance controls with the content of the regulatory instrument must be filed in accordance with applicable laws and internal regulations, also regarding the processing of personal data.

4.8 Human Resources Management

The Marcolin Group’s personnel management process must be guided by the principles of fairness, impartiality, transparency and autonomy of opinion.

Marcolin Group hires resources whose profiles effectively match the company’s needs, making (as for the management of resources already on the payroll) choices based solely on objective and impartial criteria such as the evaluation of professionalism and technical know-how, excluding any form of favouritism.

It is forbidden to hire employees, contract workers and consultants who have been specifically referred by third parties (including public officials) in exchange for favours, remuneration or other advantages for themselves, the Group or companies in the Group.

The company's internal procedures concerning the research, selection and recruitment of personnel must at least provide for the respect of objective criteria and the carrying out of previous checks on references and include appropriate verification requests in job applications, to the extent allowed by law.

Likewise, the personnel assessment process must be based on objective and transparent criteria and the granting of rewards must always be made on the achievement of set objectives.

The Parent Company’s HR Department is responsible for guaranteeing that the human resources selection, recruitment and management processes of all subsidiaries respect the above-stated principles and criteria without exception, also in the cases of candidates put forward by Recipients. All the above-stated processes must be traceable, the decisions made official and the documentation complete and correct.

4.9 Acquisition of shareholdings in other companies and Joint Ventures (M&A)

The Group’s M&A initiatives must contemplate (under the responsibility of the “process owner” company function with the support of the competent Legal department and the other structures involved) an adequate and reasonable control of the counterparties, with special reference to their identity, reputational profile and reliability, the existence of any proceedings or sentences for crimes of Bribery and Corruption (or for other crimes that affect professional conduct) passed down on the counterparties or their relevant subjects (e.g. shareholders, directors, top managers, etc.).

Counterparty means both the party to the M&A transactions (for example, the subject that sells a shareholding in an enterprise to a Group Company) and the target of the above-stated transaction (e.g. the enterprise of which a Group Company acquires a shareholding).

The checks to be carried out on the target must include identification and assessment of so-called “hereditary” risks linked to acts of bribery committed in the past.

In the preliminary assessments, the Group also considers the adoption of anti-bribery and corruption policies and procedures in the counter-party’s organisation.

If the target of an M&A operation becomes part of the Group, such target will adopt this Policy coherently with the provisions of the scope (Chapter 3 of this document).

4.10 Accounting procedures, book-keeping and internal control system

Laws and regulations regarding financial reporting and tax laws require the Marcolin Group to keep accurate and complete accounting records. All the accounting entries, hereby including the accounts, financial statements, reports to auditors and public bodies, must completely and transparently reflect the facts underlying each transaction and must not for any reason whatsoever present false or misleading information. Compliance with generally accepted accounting standards and with the established internal controls is mandatory.

All payments and other transactions must be supported by an invoice and a contract or order that contains sufficient details to describe the services provided and is in line with the Group’s internal procedures. All payments must also be appropriately recorded in the accounts, company records and financial statements, in reasonable times and in a sufficient level of detail. It is forbidden to report false, untrue, misleading, imprecise or fabricated information in Marcolin’s accounts, company records and financial statements. This principle applies to all transactions and expenses, whether they are significant or not from an accounting point of view.

To this end, the Marcolin Group is inspired by internal control models regarding financial information, to provide reasonable guarantees of the reliability of the financial reporting and the preparation of the financial statements in accordance with generally accepted accounting standards.

5 IMPLEMENTATION, CONTROL AND MONITORING

5.1 Communication, dissemination and training

The Marcolin Group promotes the communication of this Anti-bribery & corruption Policy in ways that allow for its dissemination to all the Recipients and the implementation of specific training programmes with the aim of ensuring the relative knowledge.

5.2 Whistleblowing and reporting (violation reporting system)

All Recipients are required to report attempted, alleged or actual acts of bribery or other forms of corruption of which they become aware and any other breach of the Anti-bribery & corruption Policy.

To this end, specific communication channels with the Integrity Committee have been introduced as indicated in the Group's Code of Ethics and in the “Whistleblowing procedure to manage reports3”.

Whistleblowers are guaranteed utmost confidentiality in the management of reports, barring legal obligations. Moreover, Marcolin will not take retaliatory measures (disciplinary measures, demotion, suspension, dismissal or interruption of collaboration relationships) and will not discriminate in any way a whistleblower who has, in good faith, reported events or situations in conflict with the Anti-bribery & corruption Policy.

5.3 Disciplinary measures and contractual remedies

Compliance with the Anti-bribery & corruption Policy is an integral part of the contractual obligations of employees, contract staff and all Recipients in general.

Every breach leads to the application of measures by the Company depending on the severity of the case and within the limits of the applicable regulatory framework. As regards employees, non-compliance can lead to disciplinary procedures and sanctions, up to termination of employment and, for the directors and statutory auditors or the company, suspension from or revocation of their office.

Non-compliance by external subjects can lead to the termination of the contract, assignment or, in general, the relationship existing with the Company and, where the conditions exist, reimbursement for damages.

5.4 Approval, monitoring and updating

Marcolin S.p.A. approves this Anti-bribery & corruption Policy by means of resolution of the Board of Directors and promotes its adoption according to the content of Chapter 2 of this document.

The Policy shall be subject to periodic review if the national and international anti-corruption laws to which reference is made in terms of best practice, are subject to amendment or new interpretation.

The Board of Directors provides for updating of or amendment to the Anti-bribery & corruption Policy, and evaluates any proposals for amendments/supplements coming from the Integrity Committee, the Supervisory Board, the Legal Compliance & Quality Assurance office; along with the Internal Audit office, these offices can also suggest improvements to the Policy based on emerging “best practices” or, in case they identify gaps or critical aspects within the remit of their control and/or supervisory activities.

The checking activities carried out concern anti-bribery and corruption compliance as a whole, including compliance with this Anti-bribery and corruption Policy.