BBV Holding – Code of Ethics

1. General Principles

Steelflex S.r.l. and BBV Tech S.r.l. are companies belonging to the Industrial Group headed by BBV Holding S.r.l.  (hereinafter “BBV Holding” or “Company”).

Steelflex S.r.l. and BBV Tech S.r.l. fully endorse the ethical principles and the industrial vision specified by BBV Holding S.r.l.

BBV Holding works for the growth and value creation of the Industrial Group.

The manufacturing companies (BBV Tech and Steelflex), structured by the strategic and organizational vision of BBV Holding, supply innovative products and services according to the highest customer satisfaction with due respect to the legitimate interests of all categories of stakeholders.

BBV Holding activity is conducted in a socially-responsible, impartial, and ethical way:

  • by adopting practices of equity and fairness in managing relationships with employees, customers, suppliers, trade unions, public agencies, and any other party with whom it connects;
  • by ensuring the safety of workers;
  • by promoting and fostering environmental consciousness;
  • by fully respecting the legal system of the Italian Republic and, as applicable, of the European Union and other countries.

All business relationships will be characterized by integrity and loyalty and will not lead to any conflict between corporate and personal interests. To achieve this goal, BBV Holding requires that all its administrators and employees perform their duties with respect to the highest standards of conduct in business, as provided in this Code.

This Code is intended to guide and support each administrator, employee, and collaborator of BBV Holding, in order to help them achieve the goals of the Industrial Group and of the Company in the most effective way.

The Code is a fundamental element of Corporate Governance and constitutes an integral part of the Model of Organisation and Management adopted by the Company and by the Industrial Group pursuant to Legislative Decree. N. 231/2001 (hereinafter the “Model”), in that, by incorporating this Model and in expressing and communicating values and fundamental rules of conduct of the Company and the Industrial Group, conduct that might lead to those crimes and administrative offenses included in Decree. N. 231/2001 can be avoided.

Therefore, BBV Holding and the other companies of the Industrial Group are committed:

  • to ensure a timely distribution of the Code (and its updates) to all recipients thereof;
  • to provide adequate training and information, making adequate support available to recipients in case of doubt about the interpretation or application of the Code;
  • to ensure that anyone who, in good faith, reports violations of the Code will not be subjected to any form of retaliation;
  • to adopt sanctions that are fair and proportionate to the type of violation of the Code and to apply such sanctions consistently to all administrators and employees (and, where applicable, to third parties);
  • to regularly monitor compliance with the Code.

BBV Holding and the companies of the Industrial Group encourage constructive comments and suggestions from administrators, collaborators, and third parties about the Code’s content, enforcement, and other related topics.

BBV Holding and the companies of the Industrial Group shall ensure that the Code’s principles are shared and applied in daily operations by the social structures of the companies comprising the Business Group, by employees, suppliers, and any other party that has a business relationship with the Company or Industrial Group. Non-compliance or violation of the provisions contained in the Code of Ethics constitutes a failure to comply with the ethical-behavioural principles adopted by the Company and by the Industrial Group and with the duties of propriety towards them, and constitute a breach of contractual clauses.

Therefore, such failures or violations are subject to the penalty system described in the appropriate regulations and policies sections of employment contracts and the applicable primary and secondary legislation that, together, constitute the Model.

Specifically in regard to employees, the breach of the measures set out in this Code of Ethics constitutes a breach of contract subject to disciplinary action in accordance with art. 7 of the Workers Statute (Law 20 May 1970 n. 300) and determines the application of the sanctions provided for in the current National Collective of Workers and the Company Disciplinary Rules.

2. Conduct of Business

In the conduct of its business, BBV Holding requires all its administrators, employees, and other recipients of the Code to carry out their activities in full compliance with the principles explained below.

2.1 Conflicts of Interest

All decisions made on behalf of BBV Holding must be made in the best interests of the Company and of the companies in the Industrial Group. Therefore, administrators, employees, and other recipients of the Code must avoid any possible conflict of interest (or even the semblance of a conflict of interest); this with particular reference to personal interests, including those of a financial or family nature, which could affect the independence of those who decide. Any situation that constitutes or may constitute a conflict of interest must be reported immediately to the immediate superior.

Each employee must notify his/her immediate superior in writing if she/he works on an ongoing or occasional basis with any company that is not part of the Industrial Group, and if he/she has a financial, business, professional, or family relationship with companies or persons that have a pending, or proposed, business relationship with BBV Holding or the other companies of the Industrial Group. Collaborators who are not employees must also inform the Board of Directors in a similar manner.

Recipients of the Code who are forced to act in situations of conflict of interest, even potential conflict of interest, must strictly comply with the legislation that regulates such cases. The principle of transparency, intended as preventive notification of the conflict, must be strictly observed, prior authorization must obtained before the execution of the transaction, and the terms of the transaction subsequently communicated.

2.2 Duty of Confidentiality

The know-how and intellectual property developed or purchased by BBV Holding, or any other company of the Industrial Group, is a fundamental resource that every administrator, employee, and other recipient of the Code must protect.

In the case of improper disclosure of such know-how and intellectual property, BBV Holding or any other company of the Industrial Group could suffer damage to both its capital and image. Therefore, all administrators, employees, and other recipients of the Code are bound to not disclosing to third parties any information regarding the technical, technological, and commercial know-how of BBV Holding and any other company of the Industrial Group; the same restriction applies to all information that is not publicly available and that concerns any company of the Industrial Group.

Likewise, the recipients of the Code are required to keep the highest level of secrecy with reference to the data and confidential information of customers and suppliers of BBV Holding and the other companies of the Industrial Group.

These requirements do not apply to cases where the communication of information is required by mandatory regulations of the Italian judicial system or occurs in the execution of contractual agreements. The confidentiality obligations under the Code shall continue after the termination of the employment relationship with any company of the Industrial Group.

2.3 Corruption and Illicit Payments

BBV Holding and the other companies of the Industrial Group, their administrators, employees, and all other recipients of the Code are committed to meeting the highest standards of integrity, honesty, and fairness in relationships that are developed both internally and towards the markets in accordance with national and international standards against corruption.

BBV Holding and the other companies in the Industrial Group do not tolerate any kind of corruption (accepting or offering money or any other type of benefit or utility to obtain an improper advantage) towards public officials or representatives of international organizations. The same applies to third parties related to a public official, or any legal entity or individual or other individuals otherwise indicated by applicable laws.

No administrator, employee, agent, or any other representative shall directly or indirectly accept, solicit, offer or pay a bribe or other perquisite (including gifts or gratuities, with the exception of commonly accepted commercial items of modest economic value) even if under unlawful pressure.

In cases where it is required by law or deemed necessary, BBV Holding and the other companies in the Industrial Group adopt organizational models to assess and ensure compliance with applicable law and the Code.

BBV Holding and the other companies in the Industrial Group firmly condemn and, as part of their business operation, oppose all forms of organized crime with all the means at their disposal, especially if Mafia related or with subversive purposes.

The recipients of the Code are, therefore, required to check the qualifications for integrity and reliability with reference to personnel and to business partners (such as customers, suppliers, agents/promoters, consultants, business partners) as well as the legitimacy of the activities carried out by the same.

2.4 Prevention of Money Laundering

BBV Holding and the other companies in the Industrial Group, their administrators, employees, and other collaborators will not  engage or be involved in any activity which may imply laundering (acceptance or handling) of earnings (money or other values) from criminal activities in any form or manner nor from so-called “black funds”.

BBV Holding and the other companies in the Industrial Group, its administrators, employees, and other collaborators, before establishing business relationships with third parties, must verify available information (including financial information) about their potential business partners and suppliers in order to ascertain their respectability and the legitimacy of their activities.

2.5 Reputation

The corporate image of BBV Holding and the entire Industrial Group is considered a primary value. Therefore, at all times, administrators, employees, and other collaborators are expected to behave in a manner that does not negatively affect its “reputational risk”.

2.6 Competition

BBV Holding and the other companies in the Industrial Group recognize the fundamental importance of a competitive market and are committed to full compliance with the laws on competition. Therefore, their administrators, employees, and other collaborators will not engage in practices that are in violation of the laws on competition.

2.7 Laws on Embargo and Export Control

BBV Holding and the other companies in the Industrial Group are committed to ensuring that their business activities and those of the entire Industrial Group are carried out in such a way as not to violate embargo and export control laws of the Italian Republic or those of other international entities (European Union, UN, United States of America) whose mandates are endorsed by the Italian Republic.

2.8 Privacy

In conducting their normal business activities, BBV Holding and the other companies in the Industrial Group may collect personal data and confidential information but undertake to process them in compliance with the laws on confidentiality in force in the jurisdictions in which they operate using best practices for the protection of personal data.

3 Employees

BBV Holding and the other companies in the Industrial Group recognize that motivation and professionalism are essential in maintaining competitiveness, in creating value for stakeholders, and in ensuring customer satisfaction. The following principles confirm the importance of respect for the individual, ensure equality of treatment and exclude any form of discrimination.

BBV Holding and the other companies in the Industrial Group support the protection of fundamental human rights.

3.1 Child Labour and Forced Labour

BBV Holding and the other companies in the Industrial Group do not employ any form of forced labour, compulsory labour or child labour; that is, they do not employ people younger than the age specified by the Italian employment regulations for entering the labour market.

BBV Holding and the other companies in the Industrial Group are committed to not establishing or maintaining working relationships with suppliers that employ child labour or forced labour as defined above.

3.2 Freedom of Association

Employees of BBV Holding and of the other companies in the Industrial Group are free to join a trade union in accordance with the laws of the Italian Republic and the rules of the various trade union organizations.

BBV Holding and the other companies in the Industrial Group recognize and respect the right of their employees to be represented by trade unions or other representatives established in compliance with the legislation and practices in place.

In undertaking negotiations with such representatives, BBV Holding and the other companies in the Industrial Group aim, through actions and behaviour, at constructive approaches and relationships.

3.3 Equal Opportunities

BBV Holding and the other companies in the Industrial Group are committed to provide equal opportunities in employment and career advancement for all employees.

Administrators and management ensure that for all aspects of the employment relationship, such as recruitment, training, compensation, promotion, transfer and termination of employment, all employees are treated according to their abilities to meet job requirements. BBV Holding and the other companies in the Industrial Group abstain from any form of discrimination, especially discrimination based on race, gender, sexual orientation, social and personal status, physical and health condition, disability, age, nationality, religion or personal belief.

3.4 Harassment

BBV Holding and the other companies in the Industrial Group consider absolutely unacceptable and punishable any type of harassment or harassing behaviour, such as those related to race, gender or other personal characteristics, that have the purpose and effect of violating the dignity of the person to whom such harassment or behaviour is addressed, both inside and outside the workplace.

3.5 Work Environment

All employees and collaborators must work to maintain a decorous and cooperative working environment in which the dignity of each individual is respected.

In particular, all employees of BBV Holding and the other companies in the Industrial Group:

  1. must not work while under the influence of alcohol or drugs;
  2. must avoid behaviour that might create an intimidating or offensive climate towards colleagues or that, in any case, has the purpose of marginalizing or discrediting colleagues in the workplace.

3.6 Pay and Working Hours

Salaries and benefits paid to employees of BBV Holding and the other companies in the Industrial Group satisfy, at least, all requirements of the law and the contract. In relation to working hours and paid leave, BBV Holding and the other companies in the Industrial Group abide by all applicable legal and contractual requirements.

3.7 Hiring and Promotions

It is forbidden that employees of BBV Holding  and the other companies in the Industrial Group accept or demand promises of money transfers, other goods or benefits, pressures or services of any kind, that may be designed to promote the hiring of an individual or his/her transfer or promotion.

3.8 Internal Control Systems, Corporate Information and Account Books

All employees of BBV Holding and of the other companies in the Industrial Group are required to maintain effective internal control systems.

To achieve this standard they are required, among other things, to maintain accurate and complete internal records of all business activities and to ensure that operations and assumption of contractual commitments are previously and properly authorized by the superior in charge.

Business expenses are to be reported in an accurate and timely manner.

3.9 Company Assets

All administrators, employees, and collaborators of BBV Holding and the other companies in the Industrial Group:

  1. must use company assets and resources to which they have access or which are in their care in an efficient and appropriate manner, exclusively in order to achieve the objectives and business purposes of the group;
  2. are required to use these assets in a way that is protects their value; they are especially responsible for protecting those assets and resources against loss, damage, theft, improper or dangerous use towards individuals or property, unauthorized disposal or use against the regulations in place.

It is forbidden to use such assets and resources in conflict with the interest of BBV Holding and the other companies in the Industrial Group or for professional purposes that are unrelated to the work relationship with a company in the Industrial Group.

3.10 External Activities

Employees of BBV Holding and the other companies in the Industrial Group, without the authorization of BBV Holding, may not:

  1. be members of boards of directors or boards of statutory auditors of companies that are not part of the Industrial Group;
  2. engage in private business or professional activities of any kind.

Employees of BBV Holding and the other companies in the Industrial Group must give timely notice to BBV Holding before running for or exercising an elective public office for governmental, regional or local entities or before holding offices in political parties or political or trade union organizations.

4 Health, Safety and the Environment

4.1 Health and Safety in the Workplace

BBV Holding and the other companies in the Industrial Group recognize that health and safety in the workplace is a fundamental right of employees and is a key element of sustainability.

All the decisions made by BBV Holding and the other companies in the Industrial Group respect health and safety in the workplace.

BBV Holding and the other companies in the Industrial Group:

  • have adopted, and continue to improve, an effective policy on health and safety in the workplace based on preventive measures, both individual and collective, to reduce to a minimum potential risks in the workplace;
  • provide excellent working conditions based on principles of hygiene, correct industrial ergonomics, organizational processes, and individual operations;
  • are engaged in the promotion and dissemination of a culture of accident prevention and risk awareness among workers; in particular, the promotion of this culture is carried out through appropriate training courses and information.

Employees and other collaborators must consider themselves personally responsible and must always adopt all the preventative measures established by BBV Holding and the other companies in the Industrial Group for the protection of their health and safety. These measures are communicated through specific directives, instructions, training courses, and information.  All employees and collaborators are responsible for the adequate management of safety and must not expose themselves or other workers to dangers that might cause injuries or harm to persons or property.

4.2 Environmental Protection in Industrial Processes

BBV Holding and the other companies in the Industrial Group

  • consider that protection of the environment is a key factor to be fostered in their overall approach to business;
  • are committed to continuously improving the environmental impacts of their production processes and to meeting all legal and regulatory requirements.

4.3 Environmental Impact and Product Safety

BBV Holding and the other companies in the Industrial Group:

  • undertake to produce and sell, in full compliance with legal and regulatory requirements, products that meet the highest standards with respect to environmental performance and safety;
  • strive to develop and implement innovative technical solutions to minimize environmental impacts and to ensure safety at the highest levels.

5 External Relations

BBV Holding and the other companies in the Industrial Group, their employees and other collaborators are required to maintain and improve their relationships with all classes of stakeholders, acting in good faith, with loyalty, fairness, and transparency.

5.1 Clients

BBV Holding and the other companies in the Industrial Group pursue the objective of completely satisfying the expectations of their end customers.

The administrators of BBV Holding and the other companies in the Industrial Group, employees, and other collaborators are expected to act in a way that fully meets the expectations of customers and that constantly improves the quality of products and services provided.

BBV Holding and companies in the Industrial Group shall ensure that employees and other collaborators engage in relationships with customers fully marked by honesty, professional integrity, competence and transparency. Employees and other collaborators must develop and maintain fruitful and durable relationships with customers, offering safety in relationships, service, quality and value supported by continuous innovation.

5.2 Suppliers

Suppliers play a fundamental role in improving the overall structural competitiveness of BBV Holding and the other companies in the Industrial Group.

In order to guarantee constantly high levels of customer satisfaction, BBV Holding and the other companies in the Industrial Group select suppliers through appropriate and objective methods that take into consideration not only quality, innovation, cost and services offered but also social and environmental performance.

Employees and other collaborators are encouraged to create and maintain stable, transparent, and cooperative relationships with suppliers.

It is absolutely forbidden that anyone who operates on behalf of BBV Holding or the other companies in the Industrial Group receives money or any other type of benefit from a supplier to favour it in the acquisition of a contract.

5.3 Public Institutions

Relations with public institutions shall be managed only by designated departments and authorized individuals.

All such relations must be conducted with transparency in conformity with the values of BBV Holding and the other companies in the Industrial Group.

It is absolutely forbidden that anyone who operates on behalf of BBV Holding or the other companies in the Industrial Group receives or offers money or benefits of any other kind from or to representatives of public institutions.

If BBV Holding or other companies in the Industrial Group are objects of legitimate inspections conducted by public authorities, the companies will fully cooperate.

Whenever a public institution is a customer or supplier of BBV Holding or the other companies in the Industrial Group, the Group will act in strict compliance with the regulations governing the purchase or sale of goods and/or services with the public institution concerned.

BBV Holding and the other members of the Industrial Group are committed to contributing to society’s technical progress and to collaborating with public institutions, universities, and other organizations in researching and developing innovative solutions in its area of industrial operations.

5.4 Trade Unions and Political Parties

Any relationship by BBV Holding and the other companies in the Industrial Group with trade unions, political parties, their representatives or candidates must be undertaken with the highest principles of transparency and correctness, in strict observation of applicable laws.

It is absolutely forbidden to give contributions in money, merchandize, services, or any other kind of benefit.

Any contributions by employees or other collaborators of BBV Holding and the other companies in the Industrial Group, as well as any work they might contribute, are understood to be contributions that are personal and voluntary.

5.5 Communication and Corporate Information

BBV Holding and the other companies in the Industrial Group:

  • recognize the important role that clear and effective communication plays in internal relations and with the market;
  • follow the highest standards of correctness in providing of financial information not related to the Industrial Group and the companies belonging to it.

Communications and corporate information are issued only by persons expressly authorized by the relevant Boards of Directors and only to the extent and manner specified in the authorization.

It is strictly forbidden to provide data or information of any kind to journalists or others except in cases where there is prior written authorization by the interested company (part of the Industrial Group) based on the deliberations of the competent Board of Directors.

 

6 Accounting and Internal Control

The commitment of BBV Holding and other companies in the Industrial Group is to maximize the long-term value for shareholders (partners). In order to fulfil this commitment, BBV Holding company and the other companies in the Industrial Group adopt high standards of financial planning and control, and accounting systems consistent with and adequate to accounting principles applicable to and respectful of the existing legislation. In doing so, BBV Holding and the other companies of the Industrial Group consistently operate with maximum transparency and best business practices with the purpose of:

  • ensuring that all transactions are duly authorized, verifiable, and legitimate;
  • ensuring that all transactions are performed in a timely fashion, accurately recorded, accounted for, and duly documented in accordance with applicable accounting standards and best practices;
  • developing periodic financial statements that are comprehensive, accurate, reliable, clear, and understandable;
  • making its employees aware of the existence, purpose and importance of internal controls; a special emphasis is given to line controls (or first level);
  • identifying, analysing and dealing with professional diligence, the entrepreneurial risks related to all activities of BBV Holding of the other companies of the Industrial Group;
  • establishing rigorous business procedures to ensure that management decisions (including those related to investments and transfers) are based on sound economic analysis including a prudent risk assessment and guarantee that the company assets are optimally used;
  • ensuring that decisions on finance, tax and accounting issues are made at an appropriate level and in full compliance with applicable laws;
  • promptly preparing documents to be sent to the supervisory authorities of the markets or be disclosed to the public, and making sure that such documentation is comprehensive, accurate, reliable, clear and comprehensible.

BBV Holding and the other companies in the Industrial Group recognize the primary importance of internal controls for the sound management and success of the group. Therefore, BBV Holding the other companies in the Industrial Group:

  1. are committed to putting in place processes to ensure that the employees in charge receive the necessary training and experience, for the purpose of creating and maintaining an effective internal control system;
  2. consider that accounting transparency of each single transaction is crucial to their success; therefore, they require all employees and collaborators to provide accurate, timely and detailed reports on financial and other business transactions, accompanied by adequate supporting documentation. The irregular keeping of the accounting books is a violation of the Code and is sanctioned with particular severity. It is therefore forbidden that employees commit omissions that might lead to inaccurate or (anyway) incomplete information, including:

b.1)   the recording of false transactions;

b.2)   the failure to record or sufficiently document transactions;

b.3)   the failure to record commitments, even if only guarantees, that might generate responsibilities or obligations for BBV Holding or the other companies of the Industrial Group.