1. FOREWORD

EMS GROUP S.P.A. (hereafter also just the Company) was formed in 2018 from the merger of five leading companies in the market for the design and production of complete palletizing, depalletizing, packaging, and handling lines for the food, beverage, glass, and can industries. Thanks to continuous research and technological renewal, EMS Group S.P.A is able to offer its customers state-of-the-art, sustainable solutions tailored to the individual situation.

The company has adopted this Code of Ethics (hereinafter also the “Code”) in order to clearly and transparently define the values by which it is inspired in the performance of its activities.

The Code contains the ethical principles and rules of conduct to be observed by top management, employees, consultants, associates, agents, suppliers, business partners, and all those acting in the name or on behalf of the Company (hereinafter “Recipients”).

The principles and provisions of this Code lay down the general obligations of diligence, integrity, and loyalty which qualify the performance of work services and behavior in relations with the community and in the work environment.

Compliance with the Code constitutes an integral part of employees’ contractual obligations, including pursuant to and in accordance with art. 2104 of the (It.) Civil Code.[1]: any violation by the Recipients constitutes, as the case may be, a disciplinary offense (punishable in accordance with applicable regulations) and/or a breach of contract. The value and importance of the Code of Ethics are reinforced by the prospect of specific liability of Entities as a result of the commission of the crimes and administrative offenses referred to in (It.) Legislative Decree of June 8, 2001 no. 231.

[1] Employee diligence. – The employee must use the diligence required by the nature of the service due, the interest of the undertaking, and the higher interest of national production. He or she must also observe the instructions for the execution and discipline of work given by the entrepreneur and the employees on whom he is hierarchically dependent”.

2. ETHICAL PRINCIPLES

2.1 Compliance with laws and regulations

All activities implemented in the name and on behalf of the Company must be carried out in absolute compliance with the laws and regulations in force in Italy and in all countries in which the company operates or may operate.

Each Recipient undertakes to diligently acquire the necessary knowledge of the laws and regulations applicable to the performance of his or her duties, as in force at the time.

2.2 Integrity

In the performance of his or her duties, each Recipient shall conduct him- or herself with moral integrity and transparency, as well as in accordance with the values of honesty and good faith.

2.3 Dignity and equality

Each Recipient recognizes and respects the personal dignity, privacy, and personality rights of any individual in both internal and external relationships. Each Recipient works with women and men of different nationalities, cultures, religions, sexual orientations, and ethnicities. Discrimination, harassment or sexual, personal or other offenses are not tolerated.

In the management of hierarchical relationships, the Company requires that authority be exercised with fairness, prohibiting any behavior that may in any way harm the personal dignity and professionalism of the employee.

Lastly, EMS GROUP S.P.A. undertakes to ensure respect for privacy, especially with regard to information pertaining to the private sphere and opinions of each of its employees and, more generally, of those who interact with it.

2.4 Business ethics

EMS GROUP S.P.A. develops its activities following logics of efficiency and openness to the market, safeguarding the value of fair competition with other operators. Competitive acts carried out with violence or threats are not tolerated.

2.5 Professionalism and spirit of collaboration

Each Recipient carries out his or her activities with the professionalism required by the nature of the duties and functions performed, making every effort to achieve the objectives assigned to him or her and assuming his or her responsibilities, depending on his or her duties. Each Recipient diligently carries out the necessary activities required to deepen and update his or her knowledge and skills.

Mutual cooperation among those involved in any capacity in the same project or business process is an indispensable principle for the Company. Each Recipient is therefore required to contribute to the safeguarding of these values by his or her conduct, both in and outside the workplace.

2.6 Safety of the work environment and of worker health

EMS GROUP S.P.A. considers safeguarding the safety and health of workers to be of primary importance, setting as its goal not only compliance with the requirements of the specific regulations on the subject, but also constant action aimed at continuous improvement of working conditions.

Therefore, the Company complies with current regulations on occupational health and safety. Each Recipient must take the utmost care in carrying out his or her activities, strictly complying with all established safety and prevention measures to avoid any possible risk to him or herself, his or her co-workers and colleagues, and the community. In particular, all provisions dictated with reference to the Consolidated Safety Act (It. Legislative Decree of April 9, 2008, no. 81) and any other rule of law applicable to EMS GROUP S.P.A. must be complied with; each Recipient must comply with the instructions and directives provided by the persons to whom the Company has delegated the fulfillment of safety obligations.

To implement its workplace safety policy, the Company maintains continuous training and awareness of safety issues among all personnel.

2.7 Traceability of the activities carried out

Each Recipient must keep adequate documentation of each operation carried out, in order to make it possible and be able to take steps at any time to verify the reasons and characteristics of the operation, in the stages of authorization, execution, registration, and verification of said operation.

2.8 Confidentiality and Privacy

All information obtained by the Recipients in connection with their employment and collaboration relationship is the property of EMS GROUP S.P.A.

The Company guarantees, in accordance with the provisions of the law, the confidentiality of the information in its possession and requires that all Recipients use it for purposes exclusively related to the exercise of their professional activities.

Following the entry into force of (IT.) Legislative Decree of August 10, 2018, no. 101 that adapted the Personal Data Protection Code (It. Legislative Decree of June 30, 2003, no. 196) to the provisions of Regulation (EU) 2016/679 – GDPR, the Company has standardized data management and all inherent activities by operating in compliance with the aforementioned legislation.

2.9 Transparency and completeness of information

The information that is disseminated by EMS GROUP S.P.A. is complete, transparent, understandable, and accurate, so as to enable third parties to make informed decisions regarding the relations to be maintained with it.

2.10 Conflicts of interest

In carrying out all activities, the Company works to avoid incurring in situations of conflict of interest, real or even only potential.

The Recipients shall, in the performance of the collaboration, pursue the general objectives and interests of the Company.

Each Recipient is required to inform his or her superiors or contact persons without delay, taking into account the circumstances, of situations or activities in which he or she may have interests that conflict with those of the Company (or if he or she has close relatives with such interests), and in any other case in which relevant reasons of convenience exist.

The Recipients shall respect the decisions that are made by the Company in this regard.

2.11 Relations with the Public Administration and supervisory Authorities

The Company bases its relations with the Public Administration on the principles of transparency and fair cooperation.

The Company fulfills its legal obligations to the Public Administration and relevant Authorities, ensuring the completeness and integrity of information, the objectivity of assessments and ensuring the timeliness of their submission.

2.12 Protection of the environment

EMS GROUP S.P.A. is committed to protecting the environment. To this end, it directs its choices so as to ensure compatibility between economic initiative and environmental needs, in compliance with current regulations.

Solid wastes generated by the activities are monitored, controlled, and treated as prescribed by the relevant environmental regulations before their transfer or final disposal.

Lastly, EMS GROUP S.P.A. asks all recipients of the Code of Ethics to respect the environment in which they operate by avoiding carrying out actions aimed at the destruction, dispersion, deterioration, disfigurement, defacement, and illicit use of property, be it of a private nature or cultural or a landscape.

2.13 Tax Obligations

The Company undertakes to fulfill with completeness and transparency all the tax obligations imposed on it by current regulations and to cooperate, where required, with the Financial Authorities.

EMS GROUP S.P.A. embraces the principles that dictate that tax returns and tax payments represent behavior that is not only legally mandatory but also unavoidable as part of the company’s social responsibility.

3. RULES OF CONDUCT

3.1 Relations with customers, suppliers, consultants, and associates

EMS GROUP S.P.A. enters into relations with customers, suppliers, consultants, associates exclusively on the basis of criteria of trust, quality, professionalism, and respect for the rules.

In developing initiatives with them, it is required to:

–          Establish relationships only with individuals of good professional and personal reputation, who are engaged only in lawful activities, and whose corporate ethical culture is comparable to that of the Company. To this end, the Recipients involved in the management of relations with customers, suppliers, consultants, associates, must check in advance the information available on the subjects themselves;

–          Ensure the transparency of agreements and avoid entering into secret pacts or agreements contrary to the law.

In particular, with regard to the selection of suppliers, consultants, and associates, EMS GROUP S.P.A. ensures that such activity is inspired exclusively by objective parameters of quality, convenience, price, ability, and efficiency such as to allow the establishment of a trust-based relationship with said parties. The Company will evaluate the choices, building relationships marked by full respect for the counterparty as well as in accordance with the protection of its image.

3.2 Relations with institutions and public officials

The Company’s relations with national, EU, and international public institutions, as well as with public officials or public service appointees, i.e., bodies, representatives, proxies, officers, members, employees, consultants, public function or service appointees, public institutions, public agencies, public bodies including economic ones, of public bodies or Companies, of a local, national or international nature (“Public Officials”) must be entertained by each Recipient with the utmost transparency and integrity, avoiding conduct that could generate the impression of wishing to improperly influence the decisions of the counterparty or to request favorable treatment.

Relations with the above parties are limited to the duly authorized departments in charge, in strictest compliance with the legal and regulatory provisions, and cannot in any way compromise the integrity and reputation of the Company.

To this end, the Recipients undertake not to offer or promise, directly or through intermediaries, sums of money or other means of payment to public officials or public service appointees in order to influence them in the performance of their duties.

These requirements may not be circumvented by resorting to different forms of contributions that, in the guise of the assignment of professional, consulting, advertising or other services, have the same purposes as those prohibited above.

The Company, if it deems it appropriate, may support programs of public entities aimed at providing advantages and benefits for the community, as well as the activities of foundations and associations, always in compliance with current regulations and the principles of the Code.

3.3 Human Resources

Each Recipient must take the utmost care in carrying out his or her activities, strictly observing all established safety and preventive measures to avoid any possible risk to him- or herself and to his or her co-workers and colleagues.

Each Recipient must comply with the instructions and directives provided by those to whom the Company has delegated the fulfillment of safety obligations.

Any and all forms of harassment – psychological, physical, sexual – against employees, contractors, suppliers, or visitors are prohibited. Harassment is defined as any form of intimidation or threat (including nonverbal, i.e., resulting from several behaviors likely to intimidate because they are repeated over time or because they come from different parties) that is an obstacle to the peaceful performance of one’s duties or the abuse by the hierarchical superior of his or her position of authority. In particular, any and all forms of bullying are prohibited, as the term is from time to time defined by the prevailing case-law in Italy and/or in the country in which the Company operates.

Also prohibited is the mere prospect of increases in remuneration, other benefits or career progression as a quid pro quo for activities that violate the laws, the Code and internal rules and regulations, even only in terms of competence.

Any act of retaliation against those who reject, complain about, or report the regrettable facts described above is prohibited.

The selection and recruitment of personnel must be carried out in strict compliance with procedures and be guided by criteria of transparency in the evaluation of the requirements of skills and professionalism, individual ability and potential.

3.4 Social communications and accounting records

EMS GROUP S.P.A. believes that accounting transparency, as well as keeping of accounting records in accordance with the principles of truth, completeness, clarity, precision, accuracy, and compliance with the applicable regulations, are the basic prerequisite for effective control.

Adequate supporting documentation must be kept on file for each transaction, such as to make it easy to keep accounting records, reconstruct the transaction, and identify any responsibilities.

Similarly, EMS GROUP S.P.A. reiterates that the financial statements must represent the company’s economic, asset or financial situation truthfully, clearly, and completely.

3.5 Anti-Money Laundering

The Company conducts its business in full compliance with current anti-money laundering regulations and the provisions issued by the competent Italian and foreign Authorities and to this end undertakes to refuse to implement suspicious transactions for reasons of fairness and transparency.

The Recipients are therefore required to check in advance available information on business counterparties, suppliers, partners, associates, and consultants in order to ascertain their respectability and the legitimacy of their activities before establishing business relationships with them.

The Recipients may use means of payment, such as credit and debit cards, duly issued by credit institutions and registered in the name of the Company, in a transparent manner that can be reconstructed ex post through appropriate supporting documentation (receipts and other documentary proof).

The Company does not use virtual currencies as alternative modes of collection and payment.

3.6 Use of company equipment, devices, and facilities

The Recipients are expressly prohibited from using company assets, including IT and network resources, for needs unrelated to work reasons, for purposes contrary to the law, public order or morality, as well as for committing or inducing the commission of crimes or otherwise express or induce the expression of racial hatred, glorification of violence, or violation of human and constitutional rights.

With particular regard to the company’s IT tools as well as to the IT systems of third parties (public or private), it is expressly forbidden to implement conduct that in any way may damage, alter, deteriorate, or destroy IT or data transmission systems, IT programs, and data.

Each Employee is personally responsible for keeping company assets safe, avoiding fraudulent or improper use of them as well as the transfer, including to colleagues, of his or her credentials (user ID and password) for access.

Assets must be used exclusively for the purpose of carrying out company activities or for the purposes authorized by company managers. It is expressly forbidden to use the company’s IT resources for consultation, access and, in general, for any activity involving sites with child pornography content.

4. IMPLEMENTATION OF THE CODE

The task of supervising the functioning of and compliance with this Code is entrusted to the Supervisory Body, endowed with autonomous powers of initiative and control, appointed by the Governing Body of the Company pursuant to the regulations set forth in (It.) Legislative Decree no. 231/2001.

The Supervisory Body of EMS GROUP S.P.A. has, with regard to the supervision of the observance and implementation of the Code of Ethics, powers, tasks, and duties laid down in the Organization Model implemented in accordance with the aforementioned legislation. Without prejudice to compliance with any safeguards provided for in current regulations and collective agreements and subject to legal obligations, the Supervisory Body is entitled to receive reports, requests for clarification, complaints or information on potential or current violations of this Code at the following e-mail address odv@emsgroup.com or by post Supervisory Body – EMS GROUP S.P.A., Via G. Galilei no. 29 – 42027 MONTECCHIO EMILIA (RE).

It is the obligation of each Recipient to report, without delay, any behavior that does not comply with the principles and rules of conduct set forth in this Code. The above information will be handled in the strictest confidence, in accordance with applicable legal regulations. Therefore, it will be the responsibility of the competent bodies to ensure confidentiality regarding the identity of the reporter, except for the needs related to the fulfillment of the duties of the Supervisory Body, as well as to take action to protect the reporting party by ensuring that retaliation, unfair pressure, discomfort, and discrimination of any kind in the work and non-work sphere are not applied for reporting the violation of the contents of the Code.

5. SYSTEM OF SANCTIONS

5.1 Violations of the code of ethics

Compliance with the rules contained in this Code must be considered an essential part of the contractual obligations envisaged for employees of the Company pursuant to article 2104 of the (It.) Civil Code; for Consultants, Associates, and other third parties of the same Company, compliance with the Code of Ethics is required in the relevant contracts.

5.2 Sanctions

The Company, through the bodies and departments specifically designated for this purpose, provides for the imposition of sanctions proportionate to the respective violations of the Code and in accordance with the current provisions on the regulation of labor relations, in compliance with the principles of consistency, proportionality, impartiality, and uniformity.

The sanctions for the Company’s employees are consistent with the measures specified in the relevant Collective Bargaining Agreement, as detailed in the Organization, Management and Control Model adopted by the Company pursuant to (It.) Legislative Decree no. 231/2001

Otherwise, any violation of the requirements set forth in the Code of Ethics by Consultants, Associates, and other third parties, of whom the Company has requested that they accept this Code, shall be reported promptly and in writing to the Supervisory Body by anyone who becomes aware of it.

Such breaches are sanctioned by the competent bodies in accordance with internal corporate rules and as expressly provided for in the relevant contract clauses, and in any case with the application of contractual penalties, which may also include the automatic termination of the contract (pursuant to art. 1456 of the It. Civil Code), without prejudice to compensation for damage.

VERSION: first edition
DATE: 04/20/2023
APPROVAL: BoD