CODE OF ETHICS 

Ethical principles and values ​​for employees’ behavior 

1. Introduction

This Code of Ethics, compliant with the Legislative Decree 231/2001, lists the ethical principles and core values ​​that should inspire and guide employees’ behavior not only at work but also outside the company.  

2. Values

I.Introduction

The Legislative Decree, which entered into force on June 8, 2001, (also referred to as Law 231) addresses the administrative liability of companies stating that companies found liable may face penalties for illicit actions by company’s directors or employees.  There are two main categories of persons:
1. those who chair, administer, or manage the body
2. those who are subject to the supervision of one of the above-mentioned people.
As indicated in Article 5, the Article 6 asserts that if the crime has been committed by an individual, the body is not liable unless it can prove that: 

• before the offense, the management body has implemented guidelines aimed to prevent illicit actions;
• there was neither improper supervision nor a lack of supervision by the body itself;
• people committed the offense by fraudulently circumventing the Body.

Code’s guidelines, first adopted by Confindustria on March 31^st, 2008 and later updated in 2014, state that the Code is an official document listing all rights, duties, and responsibilities that should be adopted by companies’ “Stakeholders” (i.e. individuals or groups whose interests are influenced by the activities of LUBEA, like employees, suppliers, customers, public administration, financial market representatives, etc.). 

The Code outlines the mission and values of organizations, and it encourages professionals to ethical conduct helping them perform their job with honesty and integrity.

II.Employees

The Code of Ethics addresses to:

• LUBEA’s officers, like the CEO, and people working for the logistic & budget unit, and for the administrative one.
• Employees who directly report to the top managers. 
• Those who cooperate with LUBEA’s managers by performing activities on behalf of or in the interest of other companies, having commercial agreements or long-lasting relationships with them.

Those responsible for outlining company’s policy, administering and managing the company (like the members of the Board of Directors) are required to set out efficient ethical guidelines. LUBEA’s Supervisory Body is responsible for clarifying potential doubts and analyzing reports of potential violations by improving its guidelines. Employees will be provided with a copy of the Code of Ethics and newly hired employees will have to demonstrate that they’ve read and understood the Code.
Each year, the Company organizes in person-trainings to let employees familiarize themselves with its principles. Employees have to report any kind of violation or suspicious behavior to the Supervisory Board.
Before reporting to the Body, LUBEA will take legal actions by maintaining the anonymity of the person and by assessing the truthfulness of the illicit action. The person will not be subjected to discriminatory behaviors.

III.Company’s Values

Here are LUBEA’s core values and principles that stakeholders should refer to while performing their activities at work.

  Transparency

Information provided by LUBEA is clear and accurate: it informs stakeholders of company’s missions and core values.

 Compliance with the law

Company’s employees and collaborators are required to comply with the law and with the Code of Ethics. Employees can meet with their manager or any member of the Supervisory Body to get a better understanding of ethical behaviors.

Care for employees

LUBEA’s internal policies are aimed at increasing employees’ technical skills and guaranteeing them professional growth. The Company strongly believes in young people skills and it fosters gender equality.
Young people are considered as an added value: they provide customers with quality services and work collaboratively with their peers to achieve a common goal. The Company promotes equal opportunities, and fights the discrimination, harassment, or offensive behaviors at work. It promotes the respect for the physical, moral, and cultural identity, guaranteeing the respect of everyone’s dignity. Also, LUBEA promotes team spirit and mutual collaboration.

Customer care

LUBEA is committed to delivering high quality services to its customers: partnership agreements with them are based on fairness, integrity, professionalism, and transparency.
Any kind of relationship with customers must comply with the following rules:

•  all provisions must be respected;
• clear and comprehensible language must be used:
• the customer can’t omit any relevant detail to the job.

Any change in the agreement must be promptly notified to the customer. The company doesn’t disclose unreliable information to its customers.

Initiatives

LUBEA supports social, cultural, and educational initiatives by working closely with no-profit organizations.

Loyalty and Integrity

LUBEA complies with ethical principles like integrity, transparency, honesty, and fairness, by performing activities with its partners and customers through a fair competition. Therefore, it avoids any kind of involvement in business activities aimed at decreasing the production and violating the ethical principles of a free competition.

Simplicity

Simplicity is what is needed to achieve success.  

While working with customers and partners, LUBEA makes sure to deliver high quality services with clear proposals (both technical and economics), ensuring the full compliance with project’s operating procedures and with the guidelines provided by the customer. 

3. Relations with employees and contractors

I. Ethical behavior in the selection, recruitment, and execution of activities

The screening process of employees is done regardless of sex, age, race, culture, religion, political opinions, and personal or social conditions. During the interview, we ask employees some questions for a better evaluation of their professional background and attitude.
The company firmly forbids any act of favoritism, nepotism, and discrimination in any area of ​​public life (i.e. should the recruiter be bound by kinship with the candidate etc.).  Specifically:

• It is forbidden to solicit or accept money aimed at hiring or promoting an employee; Candidates are selected and recruited with a regular job contract in compliance with national laws and national labor agreements;
• LUBEA offers the same job opportunities to candidates without any discrimination;
• LUBEA is committed to training staff members on different issues, like safety and health at work.
• The Company endorses maternity leaves.
• It is forbidden to ask supervisors for personal favors.
• The Company promotes a stimulating and collaborative work environment where interpersonal relationships are based on fairness and mutual respect.
• The company is committed to respecting everyone’s human right; moreover, it condemns any behavior that could impact on interpersonal relationships and could discriminate peers because of sex, age, race, language, religion, political opinions, or personal and social conditions.

Managers of corporate companies and departments are required to prevent discrimination and harassment at work. LUBEA’s employees and collaborators must contribute to promoting a work environment where the dignity of everyone is respected. Any discriminatory behavior must be reported to the members of Supervisory Body.

II. Safety and health 

LUBEA strives to create safe and health workplace in compliance with national and international policies, while promoting the health and safety of its workers. The company has to comply with principles and rules introduced by the Legislative Decree 626/1994 and included in the Legislative Decree No. 81 dating back to April 9, 2008. Also, it has to identify and prevent potential illicit behaviors making sure that, while performing activities, employees refer to ethical principles. Here are some principles for health and safety at work:

• assess potential risks;
• prevent potential threatening behaviors and reduce them;
• encourage professionals to ethic conduct ;
• take monthly trainings ;
• provide employees with proper guidelines and trainings; 
• improve safety levels, through the Model Rules of Professional Conduct;
• create a comfortable workplace in order to mitigate the monotonous work and reduce any negative effects on health ; 
• employees and/or collaborators must comply with the rules of the above-mentioned Legislation.

Everyone at LUBEA is required to respect the above-mentioned principles.

III. Conflict of interests

Employees, while performing their duties, have to act in the name of and on behalf of the Company by complying with the law. They must avoid situations that may create conflicts of interest compromising employees’ judgment at work. When we talk about conflict of interest, we mean a situation where the employee/collaborator derives personal benefits from actions or decisions made in his/her official capacity while working for a company.
Here are some examples:

• the so-called “cointeressenza” – of an employee or his/her family member while performing activities with suppliers, customers, competitors;
• disclose company’s sensitive information to third parties;
• start negotiations with counterpart with employee’s family members;
• strive for preferential treatments.

Should any of these situations occur, the employee or collaborator must immediately report to the manager or to the supervisory body who will adopt specific measures and take disciplinary actions.
Should someone receive a gift from an employee or a manager, he/she has to report to the Supervisory Body.

4. Company Assets

I.Company assets 

Every employee is required to safeguard company’s assets, like IT tools, equipment, and smartphones.
Employees should:

• use company assets to perform job related activities only ;
• avoid improper use of company assets that may damage them ;
• don’t disclose any information to third parties;
• respect security and internal policies, in order not to compromise IT systems;
• don’t send outrageous e-mails, don’t use unpolite and offensive language;
• generate a safe password for computer and don’t give it to co-workers; 
• don’t download software for personal use;

• don’t use intranet and web for purposes other than professional ones; furthermore, employees involved in relations with providers are not allowed to purchase and disclose unlawful content (i.e., child pornography).

Every employee is responsible for keeping personal information secret.

II. Protect the Corporate image

Company’s reputation is the public perception of the company and how it works: this is the reason why LUBEA’s employees act in compliance with Ethical principles while working with colleagues, customers, suppliers and third parties. 

5. Relations with third parties

I. Relations with the Public Administration

Integrity, fairness, and transparency are the values ​​that should be respected by employees while interacting with clients.  Employees have to comply with the law and internal policies in their daily work with someone from the Public Administration, like officers or stakeholders. Specifically, it is forbidden to bribe and gift managers, officers, or employees of the Public Administration expecting something in return. Gifts are allowed if they do not compromise the integrity of the parties and the impartiality of the Public Administration.
Should the Public Administration tender for an agreement with third parties, all activities must comply with the law and with trade agreements.
Should there be conflicts of interest, LUBEA won’t be represented by a third party.
The following actions are absolutely forbidden during business negotiations:

• offer job and/or commercial opportunities to employees working for P.A. section ;
• gift employees with presents of any kind, unless they don’t compromise the job agreement;
• get sensitive information that may compromise the integrity or reputation of both parties;
• influence the decisions of the counterpart.

It is forbidden to hire P.A. former employees (or their relatives) who have personally and actively participated in the business negotiations. Nonetheless, a former employee can be hired in the Company only if the Supervisory Body believes that there are no conflicts of interest between parties: he/she will be subject to the recruitment process before company’s stakeholders. The Company can finance political parties, committees, public organizations, or political candidates as long as it performs its business in compliance with the law.
Employees are required to avoid:

• grants, subsidies, loans; 
• accepting funds by Public Bodies through illegal agreements;
• allocating grants or loans.

II. Relations with market authorities

LUBEA complies with antitrust rules and those established by the regulatory bodies of the market (like the Competition and Market Authority, the Authority for the Protection of Personal Data, etc.). With respect to the Supervisory Bodies, only those appointed by the Company can disclose sensitive information. Company’s employees can work with these authorities to promptly meet their needs and requests. 

III. Relations with Supervisory Bodies – Judicial Bodies

LUBEA delivers services to its customers and partners always being compliant with the law; it actively cooperates with representatives of judicial bodies, law enforcement agencies and officials.
LUBEA’s employees are asked to be collaborative with Supervisory Authorities’ inspectors.
During the inspection, company’s employees can’t destroy records or any kind of relevant/sensitive information.Concerning national, EU and international institutions, LUBEA strives to:

• Build strong relationships with institutional partners;
• Act with integrity, dignity, and transparency.

IV. Relations with political bodies and trade unions

LUBEA does not support events or initiatives aimed at meeting people political interest: it refrains from any relationship with political representatives and does not subsidize trade unions or associations. 

V. Relations with the press

LUBEA is committed to providing journalists with detailed information about company’s internal policies, programs, and initiatives. The Chairman and the CEO are responsible for managing relations and meetings with the press. The Management Section authorizes the participation in conferences, congresses and seminars, the drafting and editing of articles and essays. In the marketing area, LUBEA agrees to not disclose sensitive information while delivering goods and services to customers; while preparing advertising campaigns, LUBEA has to make sure that information is truthful and compliant with the national legislation.

VI.Relations with suppliers and with business partners

a. Behavioral rules

LUBEA’s agreements with partners and customers are based on transparency, equality, loyalty, and competition.
Its employees are responsible for:

• observing laws and internal policies during negotiations with suppliers;
• making sure that customers’ needs are met in terms of quality, cost and time;
• observing the legal provisions and agreements’ terms and conditions;
• making sure that images from mobile network’s providers and / or illicit material (i.e. pedophilia) aren’t purchased by co-workers ;
• avoid receiving money or any other benefit from anyone other than LUBEA;
• avoid receiving gifts or gifting third parties.

b. Suppliers

Selection process of suppliers is based on their ability to deliver high quality services.
Company’s employees have to abide by the below principles:

• Make sure that suppliers meet the required skills and expertise before starting a joint-partnership with them ;
• Make sure that suppliers, participating in the selection process, are able to meet LUBEA’s needs;
• Comply with the law, internal policies, and company’s guidelines ;
• Be neutral and guarantee equal opportunities to candidates;

c. Integrity and impartiality while managing relations with suppliers

Relations with suppliers are governed by ethical principles.
Specifically: 

• Price lists of long-term projects, as well as job agreements, require a daily update;
• employees can’t encourage suppliers to establish relations with customers by proposing disadvantageous agreements.

In order to provide customers with efficient and high-quality services, LUBEA:

• identifies two different units: one responsible for relations with suppliers and the other one responsible for agreements;  
• identifies internal policies to deliver services; 
• doesn’t disclose sensitive information on agreements and internal policies;  
• refrains from bribing suppliers:

• ii) except for payments to third parties;
• (iii) accounts for foreign credit institutions.

Suppliers’ clauses are compliant with Company’s Code of Ethics and with the Legislative Decree 231/2001.

LUBEA informs suppliers about the content of this Code and encourages them to adopt it within their supply chains.

VII. Relations with the Board of Auditors and other corporate bodies

Company’s employees are required to be collaborative and transparent in their relations with members of the Board of Statutory Auditors and the shareholders.

Company’s employees must refrain from performing activities aimed at hindering the activity itself.

6.Standard operating procedures to processing data and information

I. Sensitive information

Employees aware of company’s sensitive information aren’t allowed to disclose it to third parties. When we talk about sensitive information, we mean:

• technical information on delivered services and internal procedures;
• quotations, price and marketing strategies;
• financial reports;
• information on sale and acquisition procedure;
• any other information concerning “entrepreneurial know-how” of the company.

II. Protect personal information

LUBEA makes sure that employees’ personal and sensitive information is not disclosed to clients, customers, and other stakeholders. With this respect, it is forbidden to disclose employee’s personal information without his/her approval unless it is provided by the national law.  

III. IT Systems

LUBEA acts in full compliance with the current legislation about the management of IT systems. Employees are allowed to use IT and network systems by always being compliant with the national law.  While delivering services to employees, IT technicians make sure that technologies are used properly by company’s employees. 

VI. Copyright

LUBEA guarantees third parties’ copyrights protection (intellectual property). While performing activities, all employees are required to comply with the license agreements of software suppliers, refraining from downloading or copying a specific  software, documents or any other material protected by the copyright.

7. Recycling

Employees aren’t allowed to buy, receive, hide, or use illegal material or perform any other damaging activity. Should someone be suspicious about activities that might be linked to money laundering he/she has to report to the competent authority.  Before starting business relationships with customers and suppliers, the company and its employees have to make sure that activities run by third parties are lawful.

8. Compliance with accounting systems

Every economic transaction must be recorded in the company’s accounting system in compliance with the law and accounting rules. The designated person or body has to figure out, together with experts, the reasons behind economic transactions. For this reason, any relevant document must be provided to the Supervisory Body at any time. Employees and collaborators are asked to work together to identify any relevant fact on how officers run the Company.
Those who are aware of irregularities, omissions, forgeries or violations of the Code of Ethics must report them to the Supervisory Board which will take disciplinary actions.

9. Corporate offenses

While drawing up legal documents, reports and other communication, employees responsible for carrying out these activities must comply with the law and with ethical values.   It is absolutely forbidden to bribe shareholders and perform any other unlawful activity (Articles 2621-2638 of the Civil Code).

10.Sanctions

LUBEA’s employees have to comply with rules set in the art. 2104, paragraph 2, c.c: failure to do so will involve legal actions. LUBEA is committed to instilling its core values, like impartiality and integrity, to its employees and contractors. Should employees break ethical principles, the Company will take disciplinary actions in compliance with art. 7 of the Italian law (May 20, 1970, n. 300) and with the current legislation. The Article 46 and the National Collective Bargaining Agreement provide rules and measures to be taken by companies providing their services in the TLC field; with this respect, here are some examples of disciplinary measures:

• verbal warnings;
• written warnings;
• suspension from work (employee won’t get paid) up to three days;
• dismissal (Article 48 of CCNL).

Should ethical principles be violated by employees, the Supervisory Board must inform the head of the human resources department. Following an in-depth analysis of violations, HR department assesses the truthfulness of what’s been reported. In the assessment phase, the employee will be given the opportunity to explain the reason behind his/her actions. Once the violation is assessed, the Supervisory Body sanctions the person who committed those actions. These provisions are formulated in the Workers’ Statute (art. 47) and in the National Collective Bargaining Agreement (art. 46) for TLC consulting companies.  If rules are broken by someone who doesn’t work for LUBEA, like a self-employed person, supplier or contractor, the violation will involve penalty of job agreement and its withdrawal.
Should a member of the Board of Directors and/or a member of the Board of Statutory Auditors break the principles of the Code of Ethics, the member could be removed from office.  

11.Supervisory Body 

The Supervisory Body, appointed by the Company and by the CEO, is responsible for: 

• making sure that Company’s employees respect the Code;
• promoting the improvement of Company’s values and mission;
• assessing whether the Ethical Code is misinterpreted and, if so, implementing it;
• spreading Ethical Code’s values among employees: schedule trainings, analyze proposals aimed to review operating procedures and company’s guidelines, draft PP presentations.
• receiving and analyzing reports on violations of the Code;
• scheduling meetings with the Board of Directors on how to implement the Code;
• presenting operational procedures aimed at reducing compliance and ethics’ risks;
• guaranteeing the anonymity of those who report violations and protect these people from discriminatory behaviors; 

Disciplinary sanctions must be imposed with coherence and impartiality by respecting the guidelines imposed by the law. Should the Code of Ethics be broken, the Supervisory Body promptly reports to the Board of Directors.
Employees and officers are required to cooperate with the Supervisory Body having free access to office files and sensitive documents.

12.Final instructions

A copy of Ethical Code’s resolutions, which date back to January 29^th 2012, will be given to the newly hired employees, to collaborators and suppliers. Any edit and / or implementation must be approved by the Board and promptly sent to everyone working for LUBEA.