ETHICS CODE

INTRODUCTION

The legislative decree of 8 June 2001. 231 governs the organization’s fault “Societas criminal potest” because the company has not organized to prevent the commission of certain offenses in whose interest or advantage the offense was committed; This administrative authority is added to that of the criminal person who has physically committed the offense.

Why is active responsibility pursuant to Legislative Decree. N. 231/01 should be the following items:

  1. predicate offense (crimes that can trigger liability company);
  2. interest or advantage.

The offense must be made by one of the following subjects:

  1. individuals in top positions (people who hold positions of representation, administration, management of the entity or one of its organizational units with financial and functional autonomy, as well as by persons who exercise, even de facto, management and control thereof);
  2. individuals under the others direction;
  3. subjects not necessarily involved in the organization (consultants, agents, suppliers).

Penalties pursuant to Legislative Decree. N. 231/01:

  1. disqualification sanctions (when the prosecutor suspected re-offending);
  2. confiscation (always the confiscation of the price or profit except for the part that can be returned to the injured. Price of the crime: the sum of the assets pledged to carry the offense – profit of the offense: immediate economic consequence;
  3. The confiscation is done net income; if not, I could be useful also blocked any credits from someone);
  4. publication of the judgment.

The company believes PRAIT essential to establish a code etico1 which is regarded as a behavioral guideline in terms of transparency and morality.

1 Ethics is categorical science-regulation of human acts in the light of reason.
It’s science as with its own methodology addresses in a systematic and comprehensive study of human actions free and voluntary (ie conscious); is categorical – legislation since, by studying the free act of man, distinguishes good from evil (normative) and the probable from the possible (categorical).

BECAUSE OF THE ETHICS CODE

The PRAIT soc. coop. to r.l. (PRAIT) based in Perugia, is a professional association that operates in Integrated Engineering, consulting and training companies. The company aims to raise the intellectual level of its members, the performance level of their professionalism and well-being of the people who work or collaborate with PRAIT.

The complexity of the situations in which PRAIT it operates in a recently liberalized market professional and evolving challenges of sustainable development and the need to take into account the interests of all legitimate stakeholders in the corporate business (“Stakeholders”), strengthen the importance of clearly defining the values ​​and responsibilities that PRAIT recognizes, accepts, shares and assumes, contributing to a better future for all.

This is the input for which the present Code of Ethics PRAIT (“Code” or “Code of Ethics”).

E ‘imperative that it be noted, by the Directors, the Management, the employees / shareholders, employees and all those who work, each within their own duties and responsibilities, to achieve the Objectives of PRAIT (“People of PRAIT “).

Observance contained in the Code as well as for the respect of the law and the contractual provisions which govern and regulate the relationship of each with PRAIT, is crucial for the maintenance of efficiency, reputation, reliability that is PRAIT It is built in; The reliability, morality, transparency of the company represents a heritage to maintain and increase over time and is a decisive factor for the success of PRAIT.

PRAIT is committed to promoting awareness of the Code by the Persons of PRAIT and other stakeholders and their constructive contribution to its principles and contents.

PRAIT undertakes to take into account the suggestions and observations were of Stakeholders, with the objective of confirming or integrating the Code.

PRAIT shall in any case check compliance with the Code by providing suitable tools and procedures for information, prevention and control and ensuring the transparency of operations and behaviors, intervening, if necessary, corrective action.

The Supervisory Board (SB) of PRAIT performs the functions of guarantor of the Ethics Code. (“Guarantor”).

It is the responsibility of PRAIT bring to the Code to all those with whom PRAIT has relations, and demand that such persons, natural or legal persons, that the rules of the Ethics Code.

I. GENERAL PRINCIPLES

1. General principles: sustainability and responsibility

Compliance with the law, regulations, statutory provisions, self-regulatory codes, ethical integrity and morality and fairness, is a constant commitment and duty of all the People of PRAIT and characterizes the conduct of its entire organization.

The acquisition and management of orders and corporate activities of PRAIT must be carried out within a framework of transparency, honesty, fairness, good faith and in full respect of the rules for the protection of competition.

PRAIT is committed to maintain and strengthen a governance system in line with international best practice standards, able to deal with the complex situations in which PRAIT is or might be operating and the challenges of sustainable development.

Systematic methods are adopted for involving Stakeholders, fostering dialogue on issues of continuous improvement which is one of the goals of PRAIT.

In conducting both its activities and of those in attendance with other partners, PRAIT refers to the protection of the principles of equality, solidarity, protection of civil and political rights, social rights, economic and cultural rights and so-called third generation (right self-determination, peace, development and environmental protection).

PRAIT rejects any kind of discrimination, corruption, forced or child labor.

Shall in particular consider the recognition and safeguarding of the dignity, freedom and equality of human beings, the protection of labor and trade union rights, health, safety, the environment, and the system of values ​​and principles in transparency, energy efficiency and sustainable development, as stated by Institutions and International Conventions.

II. RULES OF CONDUCT AND RELATIONS WITH STAKEHOLDERS

          1. Ethics, transparency, fairness, professionalism

PRAIT in any relationship work is inspired by and complies with the principles of loyalty, fairness, transparency, efficiency and openness to innovation, regardless of the importance of the order acquired.

All actions, acts performed and, generally, the conduct of the People of PRAIT in the performance of their work is inspired by the highest principles of fairness, completeness and transparency of information and legitimacy in both form and substance and the clarity and accuracy of the financial reports produced according to current regulations and internal procedures.

All activities PRAIT must be performed with the utmost care and professional, with the duty to provide skills and expertise adequate to the functions and responsibilities assigned and act to protect the prestige and reputation of PRAIT.

          2. The modus operandi of PRAIT

The proposal and implementation of projects, and their actions must be all aimed at increasing the long-term assets, management, technological and information of the study and the creation of value and welfare for all Stakeholders.

          3. Prohibitions absolute

They are prohibited without exception corrupt practices, illegitimate favors, collusion, requests, direct and / or indirect solicitations for personal benefits for oneself or others.

It is prohibited to pay or offer, directly or indirectly, money and material benefits and other advantages of any kind, to third parties, representatives of political powers, public officials and public servants or private, to influence or remunerate the actions of their office.

The PRAIT allows acts of politeness, as Christmas gifts of gadgets PRAIT logo and the like.

Gifts or other forms of hospitality, is only allowed if of modest value and do not compromise the integrity or reputation of either party and can not be construed by an impartial observer as aimed at obtaining undue advantages .

In any case, these expenses must always be authorized by the management, internal procedures and adequately documented.

          4. Relationships with customers, other companies and other studies

                    1. Customers and representatives

PRAIT pursues its success in a professional market complex recently underwent deregulation on minimum fees that led to a tough competition all aimed at affordability.

PRAIT does not intend to pursue the goal of the lowest price but rather to conquer new markets focusing on excellence through its know-how and the quality of its services while still complying with all the rules protecting fair competition.

PRAIT is committed to respect the right of customers not to receive professional services poor or worse detrimental to their health and physical integrity and to support the customer throughout the design and construction work.

          5. Management, employees, collaborators PRAIT

                    1. Development and protection of Human Resources

People are the ‘essential element for the existence of a design firm and consultancy that bases its success on the intellectual work.

The dedication and professionalism of management and employees / members are values ​​and conditions essential to achieving the objectives of PRAIT.

PRAIT is committed to developing the abilities and skills of staff members and managers that in the context of job performance, the energy and creativity can have full expression for the fulfillment of their potential. It undertakes to protect working conditions in both the protection of the mental and physical health of workers in both the respect for their dignity.

They do not allow Undue pressure or discomfort and are promoted working conditions that enable the development of personality and professionalism of the person.

PRAIT undertakes to offer, in full compliance with applicable legal and contractual provisions, all employees the same work opportunities, making sure that each of them receives a fair statutory and wage treatment, commensurate with their responsibilities and based exclusively on merit and expertise, without discrimination of any kind.

The Management and the Department heads must:

  • adopt in any situation criteria of merit and ability (and anyhow strictly professional) in all decisions concerning human resources;
  • providing in each case to select, hire, train, compensate and manage human resources without discrimination of any kind;
  • create a working environment where personal characteristics or beliefs do not give rise to discrimination and and promotes serenity work of all people PRAIT;

PRAIT hopes that the People of PRAIT, at every level, cooperate in maintaining a climate of mutual respect for the dignity, honor and reputation.

The Management of PRAIT to prevent attitudes considered as offensive, discriminatory or abusive. To this effect, they are also deemed relevant behaviors outside the working place which are particularly offensive to public sensitivity.

In any case, they are prohibited without exception behaviors constituting physical or moral violence.

          5.2. Knowledge Management

PRAIT promotes culture and the initiatives aimed at disseminating knowledge within its structures in order to highlight the values, principles, behaviors and contributions in terms of innovation of the various branches of the professional who takes care in relation to issues the development of business activities and the sustainable growth of the firm.

PRAIT undertakes to offer tools for interaction among the components of the professional sectors.

The working groups and communities of practice, as well as coordination and access to know-how, promote initiatives for growth, dissemination and systematization of knowledge relating to the core competences of its structures and aimed at defining guidelines and guidelines of reference to ensure consistency operational.

All persons of PRAIT are required to actively contribute to Knowledge Management activities of competence, in order to optimize the system for knowledge sharing and distribution among individuals.

          5.3. Security company

PRAIT is involved in the study, development and implementation of strategies, policies and operational plans aimed at preventing and overcoming any intentional or negligent behavior which may cause direct or indirect to the People of PRAIT and / or to the tangible and intangible resources company.

They are favored Preventive and defensive measures, aimed at minimizing the need for an active response – always and only in proportion to the attack – to threats to people and assets,

All persons of PRAIT are required to actively contribute to maintaining an optimal corporate security standard, abstaining from unlawful or dangerous behaviors, and reporting to the Head of their structure they belong to, and the direction, any activity by third parties against heritage or human resources PRAIT and safety of self or others.

          5.4. Harassment or bullying in the workplace

PRAIT supports any initiatives aimed at implementing working methods to obtain a better organization.

PRAIT requires that in working relationships inside and outside is not giving rise to harassment or attitudes in any way related to mobbing practices that are all, without exception, prohibited.

They are considered as such:

  • create a work environment intimidating, hostile, isolating or otherwise discriminate against individuals or groups of workers;
  • engage in unjustified interference with the work performed by others;
  • hinder job prospects others merely for reasons of personal competitiveness or because of other employees.

It is prohibited any form of violence or harassment or sexual or related to personal and cultural diversity.

Such harassment:

  • subordinating decisions relevant to their working life to the acceptance of sexual attentions, or personal and cultural diversity;
  • induce their sexual attentions using the influence of one’s role;
  • proposing private interpersonal relations despite explicit or reasonably clear distaste;
  • alluding to disabilities and physical or psychic impairment, or to forms of cultural, religious or sexual orientation.

          5.5. Abuse of alcohol or drugs and no smoking

All of PRAIT People shall personally contribute to promoting and maintaining a climate of mutual respect in the workplace; Particular attention is paid to respect of the feelings of others. Be or be under the influence of alcohol, drugs or substances with similar effect, during the performance of work and the workplace will be deemed aware of the risk they cause environmental.

The Chronic addiction, when it affects work performance, will be – for the reflections contract – equivalent to previous cases; PRAIT is committed to favor social action in this area in labor contracts.

III. Tools for implementing of the Ethics Code

          1. Internal Control System

PRAIT is committed to promoting and maintaining an adequate internal control system, to be understood as a set of all the necessary or useful tools for addressing, managing and checking activities in the Study with the objective of ensuring compliance with laws and company procedures, to protect the company’s assets, to manage efficiently and effectively the activities and to provide accounting and financial information accurate and complete.

The responsibility for implementing a system of effective internal control is shared at every level of the organizational structure of PRAIT; consequently, all the People of PRAIT, within their functions and responsibilities, shall define and actively participate in the proper functioning of the internal control system.

PRAIT promotes the dissemination, at every level of its organization and procedures characterized by awareness of the existence of controls and by a culture based on internal conscious and voluntary control; consequently, the management first, and all the People of PRAIT in any case they are required to contribute to and participate in the internal control system of PRAIT and, with a positive attitude, involve its collaborators.

Everyone is held responsible for the company’s assets assigned (tangible and intangible) that are instrumental activity carried out; no person PRAIT can make, or let others make, improper use of assets and resources assigned to PRAIT.

They are prohibited without exception practices and attitudes linked to the perpetration or to the participation in the perpetration of fraud.

          2. Conflicts of interest

PRAIT recognizes and respects the right of its People to take part in investments, business or other activities outside of the one carried out in the interest of PRAIT, it provided that such activities are permitted by law and are not incompatible with the obligations assumed against PRAIT.

The Code of Conduct of PRAIT soc.coop.rl governs any possible conflicts of interest of directors and auditors of PRAIT.

The management and employees of PRAIT shall avoid and report any conflicts of interest between personal and family economic activities and their tasks within the structure or organ of origin.

In particular, everyone shall point out any specific situations and activities for third parties in any case do not constitute harm to PRAIT.

Determine Moreover, conflicts of interest the following situations:

  • using one’s position in the company or the information or opportunities acquired during one’s work, to undue advantage of third parties;
  • working activities by the member collaborator at competing facilities;
  • Professional services performed on their own in competition with PRAIT.

In any case, the People’s PRAIT shall avoid all situations and all activities that may create a conflict with the interests of the company or that may interfere with their ability to take on, so impartial decisions in the best interest of the company and in full respect of the principles and contents of the Code or, in general, to fulfill exactly the functions and responsibilities.

Any situation that may constitute or give rise to a conflict of interest shall be immediately reported to the management.

          3. Research, innovation and intellectual property protection

Research and innovation are core values ​​and statuary for PRAIT.

PRAIT promotes research and innovation by management and employees, within their functions and responsibilities. Continuing education, study and research are the cornerstones of up to PRAIT.

As part of PRAIT convey knowledge is a prime importance for the growth of the Company and of each.

And ‘persons in charge technical and general practitioners to stay longer, encouraging the inclusion of young people in society by sending them the wealth of knowledge gained, the modus operandi of the company and in general all the know-how.

Any intellectual assets generated by such activities are an asset of the central and indispensable PRAIT.

In particular PRAIT all energies are devoted to the promotion of projects, tools, processes and behaviors aimed at the best achievable result in response to the wishes of customers, the health and safety of those who work in companies customers and the communities in which it operates and in PRAIT general sustainability of business activities.

The People of PRAIT are required to actively contribute, within their functions and responsibilities, to managing intellectual property in order to allow its development, protection and enhancement.

           4. Confidentiality

                     1. Protection of business secret

Activities PRAIT may require the acquisition, storing, processing, communication and dissemination of information, documents and other data regarding negotiations, administrative proceedings, know-how (contracts, deeds, reports, notes, studies, drawings , photographs, software, etc.) that contractual agreements can not be disclosed to the outside, or whose inopportune or untimely disclosure may be detrimental to corporate interest.

Without prejudice to the transparency of the activities undertaken and the information requirements imposed by the provisions in force, it is PRAIT People shall ensure the confidentiality required.

Information, knowledge and data acquired or processed during one’s work or because of their duties belong to PRAIT and can not be used, communicated or disclosed without specific authorization from the Management.

          4.1. Privacy policy

PRAIT is committed to protecting information concerning its People and third parties, generated or acquired and in business dealings, and to avoid any misuse of this information.

PRAIT intends to ensure that the processing of personal data within its structures respects the rights and fundamental freedoms, and the dignity of those concerned, as required by current regulations.

The processing of personal data must be carried out lawfully and fairly and, in any case, are collected and stored is only required for specific, explicit and legitimate purposes. The data shall be kept for a period of time no longer than necessary for the purposes of collection.

PRAIT undertakes moreover to adopt suitable preventive safety measures for all databases in which they are collected and stored personal data in order to avoid risks of destruction and losses or of unauthorized access or unallowed processing.

The People of PRAIT must:

  • acquire and process only data that are necessary and adequate for the purposes directly related to the functions and responsibilities;
  • obtain and process such data only within specified procedures, and store the data in a way as to prevent other unauthorized access to it;
  • represent and order data in a way ensuring that any party with access authorization may easily get a picture as possible accurate, complete and truthful;
  • disclose such data pursuant to specific procedures or on express authorization by their superior and, in any case, only after verifying the specific case of the data disclosed, also making reference to absolute or relative constraints concerning third parties bound by a PRAIT a relation of whatever nature and, if appropriate, after having obtained their consent.

IV. Areas of application and reference structures of theEthics Code

The principles and contents of the Code apply to persons and activities PRAIT and its subsidiaries (eg. ECONET).

The representatives indicated by PRAIT bodies of partially owned companies, in consortia and A.T.I. with which they can take part in public tenders and private, promote the principles and contents of the Code within their respective areas of competence.

It competes primarily with the Directors and management to give substance to the principles and contents of the Code, by assuming responsibility for inward and outward and strengthening trust, cohesion and team spirit, and also represent the a behavior model for their employees and comply with the Code and urge them to make questions and suggestions on specific provisions.

          1. Obligation to know the Code and to report any possible violations

Each person PRAIT is expected to know the principles and contents of the Code and the reference procedures governing own functions and responsibilities.

It is mandatory for each person PRAIT of:

  • refrain from conduct contrary to such principles, contents and procedures;
  • carefully select, to the extent applicable, its employees and fully comply with the Code;
  • require any third parties with which it enters into relations PRAIT confirm that I have read the Code;
  • immediately report to their superiors or the body they belong to, and to the Guarantor, any remarks of theirs or information supplied by Stakeholders concerning a possible violation or any request to violate the Code; reports of possible violations shall be sent in compliance with the operating procedures established by the specific procedures established by the Supervisory Board of PRAIT soc.coop.rl;
  • collaborate with management and with the relevant departments according to specific procedures in ascertaining any violations;
  • adopt prompt corrective measures whenever necessary and, in any case prevent any type of retaliation.

It being understood that it will conduct personal investigations, nor to exchange information, except to their superiors, or to the body they belong to, and to the Guarantor, after notifying the news of a possible violation the person believes that he has suffered retaliation you may refer directly to the Guarantor.

          2. Ethics Code Guarantor

This Ethics Code is, among other things, a compulsory general principle of the Organizational, Management and Control Model adopted by PRAIT soc.coop.rl pursuant to Italian laws regarding the “administrative liability of companies for violations of administrative rules deriving from offenses” contained in Legislative Decree 8 June 2001. 231.

PRAIT soc.coop.r.l. assigns the functions of Guarantor to the management.

The Guarantor is entrusted with the task of:

  • promote the implementation of the Code and the issue of reference procedures; promote useful initiatives for a greater dissemination and knowledge of the Code, also in order to prevent the recurrence of violations;
  • promote communication programs and specific training of management employees of edei PRAIT;
  • investigating reports of possible violations of the Code by initiating proper inquiry procedures; action at the request of the People’s reporting PRAIT, in the case of information on possible violations of the Code have not been properly dealt with or retaliation against people for having reported violations;
  • notifying relevant structures of the results of investigations relevant to the adoption of possible penalties; inform the structures of relevant line / area of ​​the results of investigations relevant to the taking of appropriate measures.

                    2.1. Team Promotion Code

The Code is made available to the People of PRAIT in compliance with applicable standards and is also available on the internet and intranet sites of PRAIT soc.coop.rl and its subsidiaries.

          3. Review of the Code

The revision of the Code is approved by the Board of Directors of PRAIT soc.coop.rl;

The proposal is made taking into account the evaluation of the stakeholders regarding the principles and contents of the Code, promoting active contribution and notification of possible deficiencies.

          4. Contractual value of the Code

Compliance with the Code is an essential part of the contractual obligations of all the People of PRAIT under and for the purposes of the applicable law.

The violation of the principles and contents of the Code may constitute a breach of the primary obligations of the employment relationship or a disciplinary offense, with all legal consequences also with regard to the preservation of employment, and lead to compensation for damages arising therefrom.

          5. Disciplinary Actions

Violation of a rule and / or procedure, may also be a criminal activity.

Violating a domestic rule actually means breaking the law and criminal penalties (fines or jail sentences) or civil (damages or fines) that can affect any person of PRAIT and the Company itself.

Therefore any person Prait violates the spirit or letter of the ethical rules and / or procedures governing the activities of PRAIT, is subject to a disciplinary assessment made by management, in accordance with the contract and / or the Civil Code;

The disciplinary measures that the management will take may consist of: verbal warning, written warning, suspension or termination of the employment relationship, without waiting for the opening of any criminal proceedings in which the offender potra be incurred, subject to the behaviors disciplinary measures may be summarized in the following list indicative but not exhaustive:

  • actions that violate the ethical standards;
  • actions that violate the procedures;
  • request others to violate ethical norm;
  • failure to report actual or suspected violations of an ethical norm and / or procedures;
  • retaliation against an employee or a third party that has raised questions about issues related to the infringement of a rule of ethics and / or a procedure.
PERUGIA, June 2015