Ethical Code

1. PREMISE AND PURPOSE OF THE CODE OF ETHICS

 

“The Code of Ethics defines the moral rights and duties, as well as the ethical and social responsibility for every member of the Perigea Srl corporate organization (hereinafter referred to simply as Perigea).

It serves as an effective means to prevent irresponsible or potentially illicit behaviors by those operating on behalf of the company. It introduces a clear and explicit definition of the responsibilities of each corporate operator towards those directly or indirectly involved in the company’s activities, including clients, suppliers, shareholders, employees, collaborators, public institutions, and anyone else affected by the company’s activities.

Its recipients must strictly respect the values and principles contained therein and are required to safeguard and preserve, through their own behaviors, the reputation and image of Perigea, as well as the integrity of its economic, social, and human assets.

However, the Code of Ethics does not replace or prevail over existing laws and the current National Collective Labor Agreement, which retain their express and fundamental validity.

Through the Code of Ethics, Perigea aims, in particular:

• to define and articulate the general ethical values and principles that inform its corporate activities and relationships with clients, suppliers, shareholders, employees, collaborators, administrators, public institutions, and every other party involved in the company’s activities.
• to formalize the commitment to behave according to the ethical principles of moral legitimacy, fairness and equality, personal protection, diligence, transparency, honesty, confidentiality, impartiality, and health protection.
• to indicate to its employees, collaborators, and administrators those principles of behavior, values, and responsibilities that require punctual compliance during the performance of work duties.
• to define the tools and methods necessary to meet these goals.

 

2. GENERAL PRINCIPLES

 

• RECIPIENTS OF THE CODE OF ETHICS

 

All recipients of this Code of Ethics are required to observe its contents and guiding principles in any situation and context, in accordance with the scope of their specific roles, responsibilities, and activities.

The company’s administrators must conform to it when proposing and implementing projects, actions, and investments aimed at enhancing the long-term economic value of the enterprise and the well-being of its employees, customers, and suppliers. Sector managers must assume responsibilities both internally and externally, fostering trust, cohesion, and team spirit. Employees of the company must commit to complying with the laws and regulations in force within the national territory, and in cases of doubts or uncertainties about the procedures, they should seek guidance and operational information from their superiors.

Each recipient of this Code of Ethics is explicitly required to be familiar with its content, and actively contribute to its implementation, as well as report any deficiencies and violations.

 

• DISTRIBUTION AND KNOWLEDGE OF THE CODE OF ETHICS

 

Perigea is committed to facilitating and promoting the knowledge of the Code of Ethics among its recipients and to diligently monitoring its compliance. It establishes appropriate tools for information, prevention, and control to ensure transparency in operations and behaviors. If necessary, corrective actions shall be taken. Employees are required to promptly report to the company’s management with any information regarding violations of the Code of Ethics, allowing the company to take necessary measures to protect and undertake actions that restore compliance with ethical norms and legal requirements.

 

• FUNDAMENTAL RIGHTS

 

Perigea operates its business activities while respecting the fundamental rights of every individual, protecting their moral integrity, and ensuring equal opportunities. Perigea strives towards a peaceful working environment where everyone can work in compliance with laws, principles, and shared values. In particular, any form of isolation, exploitation, or harassment based on discrimination – for personal or work-related reasons – is strictly prohibited. Any discrimination based on race, language, color, religion, political affiliation, nationality, ethnicity, age, gender and sexual orientation, marital status, disability, physical appearance, or socio-economic condition is expressly prohibited as well. Any privileges linked to the aforementioned reasons are also prohibited, except as provided by applicable laws. Perigea prohibits any disciplinary sanctions against those who have legitimately refused a work performance unduly requested by any party associated with the company.

 

• VALUE OF HUMAN RESOURCES

 

Employees, collaborators, and company operators are essential to the success of the company. For this reason, Perigea protects and promotes the value of human resources to improve and enhance the proficiencies and assets of each individual. Perigea believes that healthy competition, understood as a commitment to improvement, is an essential factor for development and progress within the context of work teams. Recognizing achieved results, professional potential, and demonstrated skills are central aspects of the professional development of Perigea’s personnel. Selection, training, management, and professional development are carried out without any discrimination, based on merit, competence, and professionalism. By pursuing these principles and rewarding exclusively based on said criteria, within the economic situation of the company, Perigea ensures the protection of equal opportunities and doles out career advancement and remuneration on this basis. Perigea makes constant and balanced comparisons with the reference market, ensuring transparency, integrity, fairness, and clarity in the evaluation methods applied. Perigea also provides its personnel with suitable tools and opportunities for professional growth. It considers learning and training as a model for constant growth, effective understanding, innovation, originality, improved productivity, as well as the individual and overall growth of the company. Perigea places innovation at the core of its activities, considering it necessary for organizational dynamics and paying attention to the individuals who are part of the company, customers, and suppliers. In Perigea, innovation is not limited to technology, however, but extends to human relationships as well. For this purpose, it merges technological values with ethical ones, fostering an internal climate of trust, which leads to better operational efficiency based on the synergy between individuals and the company, their sense of responsibility, and the strict link between economic imperatives and ethical values. By means of this Code of Ethics, Perigea acknowledges the value of the social dimension and believes that it shows itself only through individual responsibility. The company is acutely aware of the social fabric in which it operates, as well as constant contact with the outside environment.

 

3. SPECIFIC NORMATIVES: CODE OF CONDUCT

 

• COMPANY COMMITMENTS

 

The governing bodies of Perigea, aware of their responsibilities, draw inspiration from the principles contained in this Code of Ethics and commit to acting according to honesty, integrity in pursuing company objectives, loyalty, fairness, respect for individuals and rules, and mutual collaboration. In particular, the heads of the company are commited to leading the company in the pursuit of valorizing objectives.

Specifically, Perigea commits to:

1. Ensure distribution of the Code of Ethics among all employees and external collaborators.
2. Provide any necessary clarification regarding the interpretation and implementation of the provisions within the Code of Ethics, especially concerning its application in company procedures.
3. Conduct investigations into any reports of violations of the Code of Ethics, and if a violation is confirmed, take appropriate disciplinary measures.
4. Implement all necessary security measures required by technological advancements and ensure the physical integrity and moral dignity of the workforce.

Perigea also guarantees protection and safety in the workplace for its own personnel and its third parties, committing to comply with workplace safety regulations and promote safety in all areas that constitute the work environment, beyond legal obligations.

 

Perigea ensures equal opportunities and manages career advancements and remuneration based on these principles, engaging in continuous and balanced comparison with the relevant market. It commits to ensuring transparency, reliability, fairness, and clarity in the evaluation methods applied.

Perigea commits to promoting and consolidating a strong culture and environmental awareness, always operating in compliance with valid laws and utilizing the best available technologies. Perigea strives to create, provide, and maintain a healthy environment within the company, extending it to the broader concept of preserving the environment for future generations.

 

• SPECIFIC DUTIES OF COMPANY MANAGERS

 

The behavior of each sector or functional manager conforms to the values of this Code of Ethics and sets an example for their subordinates. Establishing relationships with their subordinates based on mutual respect and cooperation, and striving to foster a sense of belonging to Perigea.

Employees should be motivated and aware of the company’s value, to the point where these have been internalized and are being shared. In this regard, efforts must be made to implement and maintain accurate, valid, and motivating information flows that provide employees with an awareness of the contribution made by each resource involved in the company’s activities.

Each sector or functional manager supports the professional growth of assigned resources, considering the abilities of each individual in task allocation to achieve genuine operational efficiency. Equal opportunities to express their professional potential must be guaranteed for all.

Every sector or functional manager pays due attention and, when possible and appropriate, responds to suggestions or requests from their subordinates, in the spirit of total quality, promoting motivated participation in company activities.

More specifically, each sector or functional manager has the obligation to:

1. Set an example for employees in their sector or function through their behavior and guide them in complying with this Code of Ethics.
2. Ensure that employees understand that compliance with the provisions of this Code of Ethics is an essential part of the quality of their work performance.
3. Report to the company management any information provided by employees or personal observations regarding possible cases, including doubtful ones, of violations of the provisions of the Code of Ethics.

 

• EMPLOYEE RESPONSIBILITIES

 

While complying with legal and contractual provisions regarding the duties of workers, employees are expected to demonstrate professionalism, honesty, dedication, loyalty, collaboration, and mutual respect. The dynamics that characterize the company’s environment require the adoption of transparent behaviors. The main factor for success lies in the professional and organizational contributions made by each engaged human resource.

Specifically, Perigea employees must:

1. Refrain from behaviors that contravene the rules outlined in this Code of Ethics.
2. Promptly report any information regarding possible violations to the administration.
3. Maintain conduct characterized by maximum transparency, fairness, and legitimacy, performing their activities with commitment and professional rigor, providing an adequate contribution to their assigned responsibilities, and acting in a manner that protects the company’s reputation and good name.

 

Relationships between employees at all levels should be based on principles and behaviors of fairness, collaboration, mutual respect, and civilized coexistence.

Every employee in the company must inform themselves on the laws and regulations relevant to their tasks to recognize potential risks and know when to seek company support.

Regardless of the level of responsibility associated with their role, every employee must strive for the highest level of efficiency in their activities, adhering to operational instructions provided by higher levels of hierarchy, and contributing with colleagues and superiors to achieve common objectives.

If an employee believes that their immediate supervisor is attempting to induce unethical or illicit behavior, they must immediately notify company management.

Perigea employees and external collaborators are expected to make a constant commitment to provide the best of their acquired skills, with the awareness of continuously improving them through the tools offered by the company and personal willingness. They should be motivated by a natural competitive drive and continuously directed towards achieving improvements, both in individual and team performance, with particular attention to the importance of time management in decision-making and choices. In this way, Perigea pursues excellence starting from the individual level to the organizational level.

In their interactions with third parties, company personnel, based on their respective competencies, must ensure adequate information regarding the obligations imposed by the Code of Ethics. They should demand compliance with obligations directly related to their activities, take appropriate internal initiatives, and, if within their competence, external initiatives in the event of non-compliance by third parties with the obligations set forth in the Code of Ethics.

 

• USE OF COMPANY RESOURCES AND TOOLS

 

Employees are required to show the utmost respect for the company’s infrastructure, resources, tools, and materials, promptly reporting to their supervisor any improper use of these assets by others.

These categories include, for example: premises, furniture and furnishings, operational equipment and tools (such as company cars, tools, personal computers, printers, photocopiers, servers, and communication tools such as telephones, faxes, email, personal stationery, paper), functionalities offered by the company’s information system (such as processing procedures, software, internet access, databases, and similar), books, manuals, newspapers, and magazines in general.

Employees are only allowed to use company resources for the performance of their work duties. It is strictly prohibited for employees to use company resources, whether they are computer-related, technical, or of any other kind, for personal purposes or in competition with the company’s activities.

Employees are permitted to use company resources and/or materials outside the company’s premises only in cases of usage for business purposes, such as work-related travel to locations other than their usual workplace, detached work assignments, and similar situations. In all other cases, express authorization from their supervisor is required.

 

• CONFLICT OF INTEREST

 

In order to avoid conflicts of interest, every operation and activity must be undertaken solely and exclusively in the interest of the company and in a lawful, transparent, and fair manner. Employees must avoid all situations and activities that may create a conflict with the company’s interests or interfere with their ability to make impartial decisions in the company’s best interest and in full compliance with the provisions of this Code of Ethics. Employees are required to avoid conflicts of interest between their personal and family economic activities and the roles they hold within the company. Any situation that may constitute or result in a conflict of interest must be promptly reported to Management.

By way of example but not limited to, the following situations give rise to a conflict:

1. Economic and financial interests of the employee and/or their family exercised in competition or in contrast with those of the company.
2. Engaging in any type of work activity for clients, suppliers, or competitors of the company.
3. Accepting money, favors, or benefits from individuals or companies that are in (or intend to enter into) business relationships with the company.                                                                                                      

Given the variety of situations that may arise, in case of doubt regarding the occurrence of a conflict of interest, employees should consult their immediate supervisor for clarification.

 

• CONFIDENTIALITY

 

Employees are required to maintain the strictest and absolute confidentiality regarding all information related to the company and/or its employees of which they become aware in the course of their work activities. This is to prevent the disclosure of confidential information regarding the organization, production methods, and any other information whose disclosure could harm the company.

In particular, employees must:

1. Acquire and process only the necessary and appropriate data for purposes directly related to their assigned duties.
2. Acquire and process such data only within specific procedures.
3. Safeguard the data in a way that prevents unauthorized access.
4. Disclose the data within predefined procedures and/or with explicit authorization from superiors.
5. Ensure that there are no constraints on the possible disclosure of information regarding third parties associated with the company by any kind of relationship and, if necessary, obtain their consent.

 

• CONDUCT IN PROFESSIONAL ACTIVITY AND MODE OF OPERATION

 

The company adheres to principles of loyalty, fairness, transparency, efficiency, and competition in all business relationships.

The company’s employees and collaborators, including external ones, whose actions may be indirectly attributable to Perigea, must exhibit proper conduct in business and in relationships with customers, regardless of the importance of the transaction being conducted.

It is not allowed to offer money or gifts to managers, officials, or employees of customers or their relatives, except for gifts or benefits of nominal value. In any case, the type of expense must be specifically authorized, accurately documented, identified in accounting records, and properly treated for tax purposes or other internal control purposes.

If an employee is offered or receives donations or gifts from third parties that cannot be attributed to normal business courtesy, they must immediately inform their superior. In the case of Christmas or other gifts intended for individual employees, such gifts must be reported to the Management, which will evaluate their possible acceptance.

External non-employee collaborators (consultants, agents, service providers) must also adhere to the principles contained in this Code of Ethics.

Work within the company must be carried out with professionalism, reliability, precision, consistency, and courtesy.

There must be complete sharing of knowledge and a constructive environment aimed at mutual cooperation, both within the group itself and open to new stimuli from external sources.

Making continuous personal development a primary goal, employees should strive to progressively increase their knowledge within their professional field and fully share the knowledge they have already acquired.

Work must be carried out in a professional and competent manner, with diligence, accuracy, politeness, and courtesy, always verifying one’s work before delivering completed tasks and preferably documenting them in detail.

Accepting assignments for which one is not qualified should never be allowed.

If difficulties arise, they should be promptly reported to seek assistance or, if necessary, replacement. Employees must operate in an honest and transparent manner, fully respecting this Code of Ethics, other individuals, and the company itself, solely in the interest of the customer.

 

• RESPECT FOR LEGISLATION ON FREE COMPETITION

 

While respecting the rules on free competition, all employees are required to act in a manner that achieves the best results in competition.

It is against the company’s policy to exchange information and/or enter into agreements or understandings with any competitor regarding prices, pricing policies, discounts, promotions, sales conditions, production costs. The company does not want to in any way restrict or distort the free play of competition.

Any form of agreement, direct or indirect, that is made or entered into with competitors to disrupt the course of public procurement procedures is also prohibited.

Therefore, every employee or collaborator involved in business activities is encouraged to report any doubts or initiatives that may fall within the provisions sanctioned by the law to the management, in order to fully comply with the regulations.

 

• SUPPLIER RELATIONS

 

In procurement and supply of goods and/or services, employees are obligated to:

1. Follow internal procedures for selecting and managing relationships with suppliers.
2. Obtain the cooperation of suppliers to consistently meet customer needs in terms of quality, cost, and delivery times.
3. Observe and enforce the contractually agreed conditions and maintain open and honest communication with suppliers, following good business practices.
4. Inform the management of any issues that arise with a supplier in order to assess the consequences.

 

• CUSTOMER RELATIONS

 

The customer is at the heart of the company’s activities: work is carried out primarily to ensure the customer’s growth.

A customer is defined as anyone who utilizes the company’s services and works, regardless of their legal form.

The work planned must be carried out completely, accurately, and punctually.

The system or solution provided to the customer must always be tested in advance and meet the requirements of reliability and safety, as established during the design phase. Otherwise, it should be replaced at the company’s expense.

Employees of the company are obliged to:

1. Follow internal procedures for managing customer relationships.
2. Provide accurate and comprehensive information about the products and services offered, enabling customers to make informed decisions.
3. Adhere to truthfulness in advertising and other forms of communication.

 

• RELATIONS WITH PUBLIC INSTITUTIONS

 

In dealing with the Public Administration, employees who in charge of requesting, managing, and/or administering contributions, subsidies, or funding from the State or any other public entity are required, to ensure that these relationships are intended for the purposes for which they were requested, within the limits of their functions. They must also maintain accurate documentation of every operation, ensuring maximum transparency regarding related financial transactions.

 

• RELATIONS WITH MEDIA ORGANIZATIONS

 

The company, along with all its employees and external collaborators, must ensure that Perigea’s image is consistent with the prestige and importance of the role that the company holds in the service industry landscape.

Relations with media organizations are exclusively reserved for functions and responsibilities delegated by the company, and these relationships must be previously agreed upon.

Employees cannot provide information, opinions, or statements on behalf of the company to representatives of media organizations (such as press, television, radio, etc.) unless duly authorized by those appointed. Under no circumstances may employees offer payments, gifts, or other benefits aimed at influencing the professional activity of media organization functions.

 

• INTERNAL CONTROL

 

It is the company’s policy to disseminate awareness of the existence and importance of controls at all levels and to foster a mindset oriented toward exercising such controls.

Through the internal control system, Perigea aims to achieve the general objectives of effectiveness and efficiency in its operations, safeguarding corporate assets and resources, compliance with laws, regulations, and internal procedures, and reliability of accounting and financial data.

Each employee is responsible, within the scope of their activities, for implementing, maintaining, and monitoring the correct functioning and effectiveness of the internal control system.

 

• TRANSPARENCY IN ACCOUNTING

 

Every operation and transaction must be accurately recorded, authorized, verifiable, legitimate, consistent, and appropriate. All actions and operations must have adequate documentation, enabling the verification of the decision-making, authorization, and execution processes.

Accounting transparency is based on the accuracy, completeness, and authorization of the basic information for the corresponding accounting records.

Each employee is required to collaborate to ensure that management facts are accurately and promptly reflected in the accounting. Adequate supporting documentation for each operation is retained to facilitate proper accounting, identify different levels of responsibility, and accurately reconstruct the operation, thereby reducing the likelihood of interpretive errors.

Each record must precisely reflect the information contained in the supporting documentation.

All documentation must be promptly and systematically archived so that the accounting framework can be reconstructed at any time. In addition to archiving in appropriate paper folders, if applicable, documents must also be stored in electronic media from which they can be quickly located and viewed using specific document management software.

Each employee is responsible for ensuring that the documentation related to their activities is easily traceable and organized according to logical criteria. In any case, company payments to be made must be strictly proportional to the performance and terms indicated in the contract and cannot be made to a party other than the contracting party.

The use of company funds for illegal or improper purposes is strictly prohibited.

No payments, for any reason, should be made that are not based on properly authorized business transactions or illicit forms of remuneration.

Any negligence, omission, or falsification that employees become aware of must be promptly reported to management.

 

• COMPLIANCE WITH COPYRIGHT LAWS

 

Perigea is committed to complying with the current copyright laws.

The use of copies and illegal duplication of software is a crime that can have serious consequences for the company or the end-user.

Italian legislation protects software with appropriate laws in line with technological advancements and European Union directives, which provide for criminal and administrative penalties for those who violate such laws.

Among other things, the current law provides for impactful actions and pecuniary administrative sanctions for those who purchase non-original software.

In these terms and based on the applicable regulations, Perigea undertakes to always provide original software products or authorized copies, especially when they are third-party products necessary to complete a specific solution.

Such products must be accompanied by a license agreement. If third-party software components used are integrated into the offered solution, specific mention must be made of this.

 

• MARKETING ACTIVITIES

 

In marketing campaigns, Perigea commits to providing only truthful information.

It also commits to compliance with privacy laws regarding addresses and other information related to the target audience of the campaigns, providing the opportunity for anyone who requests it to have information on how their data was obtained and offering the option to be removed from the mailing lists.

In this communication tool as well, associated companies undertake to:

1. Manage, in compliance with current privacy laws, the names and data contained in their mailing lists, and not send untrue or defamatory information via email.
2. Not engage in spamming actions towards current and potential customers, provide the option to unsubscribe from mailing lists at any time, and provide information on how a user’s data was obtained at all times.
3. Equip themselves with all the necessary technological tools to ensure that no email communications include attachments that may contain computer viruses that could damage the recipients’ content or email systems.

 

        4. SPECIFIC RULES: IMPLEMENTATION AND CONTROL OF THE                    CODE OF ETHICS

 

• VIOLATION OF THE CODE OF ETHICS – DISCIPLINARY MEASURES

 

Perigea has distinguished itself by its commitment to complying with the applicable regulations for each specific sector of interest, gaining credibility and appreciation from customers.

Unethical or unlawful behavior would result in a breach of the trust relationship for the company, causing serious damage to its image, reputation, and credibility.

Employees and external collaborators are required to adhere to the provisions of this Code of Ethics in all respects.

Compliance with the provisions of this Code of Ethics is an essential part of the contractual obligations of the employees and collaborators of Perigea, pursuant to Articles 2104 and 2106 of the Italian Civil Code.

Violation of the provisions of this Code of Ethics by employees and collaborators constitutes a breach of contractual obligations and may result, depending on the circumstances, in the application of sanctions and disciplinary measures provided for by the applicable Collective Agreements, termination of the employment or business relationship, and compensation for damages.

Perigea will take appropriate measures against those whose actions have been found to violate this Code of Ethics.

Disciplinary measures may include, at the sole discretion of Perigea, verbal or written warnings, suspension, immediate termination of the employment or business relationship, or any other disciplinary measure deemed appropriate for the circumstances.

Some violations of this Code of Ethics may also be pursued civilly or criminally by administrative or other authorities.

 

• FINAL PROVISIONS

 

This Code of Ethics does not constitute, nor imply in any form, a condition of employment or a guarantee of employment.

The employment relationship may be terminated according to its terms and in accordance with applicable regulations.

The provisions contained in this Code of Ethics do not represent an exhaustive list of the rules adopted by Perigea, nor an exhaustive list of the types of behavior subject to disciplinary measures, including dismissal.

This Code of Ethics applies to all employees who will be hired from now on, while for those already employed, it will be approved by them through specific acceptance.