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Code of Ethics

1 ADOPTION OF THE COMPANY CODE OF ETHICS

1.1 REASONS FOR ADOPTING THE CODE
Ingenium Real Estate S.p.A. deems it to be in compliance with their company policies to adopt a Code for behaviour and management in accordance with Legislative Decree 231/2001.
This project was undertaken under the assumption that, notwithstanding the exemption provided for by law, the adoption of such a Code of Ethics would be an essential tool for raising awareness within Ingenium Real Estate S.p.A. and among its employees.
The goal of the Code of Ethics of Ingenium Real Estate S.p.A. is thus the development and definition of a set of regulations, procedures, principles and operational supervision tools, which provide the Company with an organizational and management System (the Company Organizational Model or the “Model” for short) capable of detecting and lowering the risk of unlawful conduct or actions in accordance with Legislative Decree no. 231/2001.

1.2 UPDATING THE CODE OF ETHICS
In compliance with the directives in article 6, paragraph 1, letter a) of the Decree, the Model (of which the current Code of Ethics is an integral part) is issued by the Company’s managing body and will be updated and modified based on eventual company needs and regulatory modifications.
Each successive modification or significant addition to the Model must be approved by the Board of Directors of Ingenium Real Estate. However, the Managing Directors and the Chairman of the Board have the power to adopt formal modifications or additions.

1.3 THE FIELD OF APPLICATION FOR THE CODE OF ETHICS
The regulations and principles of the Model (of which the Code of Ethics is an integral part) must be understood and respected by Employees, Consultants, Collaborators, Administrators, Auditors, Members of the Supervisory Board, Agents, Representatives, and other third parties that work for the Company in Italy and abroad.
To this end, Ingenium Real Estate S.p.A. includes a clause in the assignments/contracts signed by their customers/suppliers/consultants etc, regarding compliance* with the Code of Ethics.

1.4 DISTRIBUTION OF THE CODE OF ETHICS
The Code of Ethics is brought to the attention of all Employees and, as much as possible, all the external parties associated with the company through the appropriate and suitable means of communication including: the distribution of copies of the Code of Ethics to all recipients; a formal binding declaration of the Code of Ethics in the disciplinary code for all Employees distributed through an internal memo and displayed in social areas accessible to all; a formal binding declaration of the Code of Ethics in a briefing note in all contracts, specifying Ingenium Real Estate S.p.A.’s adoption of the code and the subsequent commitment of other parties to the same code upon the signing of a contract; the insertion of an express termination clause in supplier or collaborative contracts making explicit references to the requirements of the Code of Ethics.

2 ETHICAL PRINCIPLES

2.1 INTRODUCTION
The Code of Ethics is essentially divided as follows: GENERAL PRINCIPLES OF BEHAVIOR; GENERAL REGULATIONS FOR BEHAVIOR; PROCEDURAL REGULATIONS FOR FOLLOWING THE GENERAL PRINCIPLES; GENERAL PRINCIPLES OF BEHAVIOR IN SPECIFIC RISK AREAS.
So as to ensure adherence to the regulations of the Code of Ethics, all active and/or passive contracts/agreements/assignments and all other stipulated acts with third parties include an express termination clause pursuant to and in accordance with article 1456 of the Civil Code, that provides for the termination of contracts and compensation for damages in the event of actions contrary to the Code of Ethics.
Completely ethical conduct is one of the primary goals of Ingenium Real Estate S.p.A.
The standards within the code are intended to supply the company, its employees and collaborators, administrators, auditors, freelancers, consultants or business partners, as well as its associates, shareholders or investors, with general principles and behavioural guidelines to follow throughout their internal and external business relations and affairs.
These principles and behavioural guidelines, as such, cannot in any way be interpreted as derogatory or limiting to law or contracts that may regulate  individual relations and single issues.

2.2 GENERAL PRINCIPLES OF BEHAVIOR
The Company Bodies and Executives of Ingenium Real Estate S.p.A., Employees, External Collaborators and contracted companies are required to observe, upon formal signing of the relative contracts, the following general principles:

2.2.1. Propriety in the case of potential conflicts of interest
During the course of company activities, situations involving a conflict of interest, or the potential for such, should always be avoided: for example, a situation in which an Employee, member of Company Bodies or External Collaborator displays a concern that is in conflict with those of Ingenium Real Estate S.p.A. or takes personal advantage of the company’s business opportunities.

2.2.2. Protection of personal integrity
Ingenium Real Estate S.p.A. works to protect the moral and physical integrity of its Employees or External Collaborators, guaranteeing the right to working conditions that are respectful to the dignity of all. For this reason, it safeguards workers from acts of psychological violence and opposes any discriminatory or injurious behaviour or attitudes in its opinions and choices.
The company is committed to respecting current workplace security and health regulations and in particular:
1) the “MANAGEMENT SYSTEM FOR WORKPLACE HEALTH AND SECURITY” was adopted in accordance with Legislative Decree 81/2008.
This System enables Ingenium Real Estate S.p.A. to:
/ comply with legal technical/structural standards;
/ carry out the scheduled risk and safety evaluations needed for the implementation of preventative and protection measures;
/ carry out the activities required for the management of emergencies, emergency room visits, contracts and periodical meetings;
/ carry out health assessments; ensure the education and training of workers;
/ ensure direct monitoring of the safety of procedures and the work environment;
/ ensure the correct acquisition of mandatory documents and certifications;
/ ensure periodical evaluations of the application and efficacy of current procedures.
To ensure maximum control in the event of unlawful behaviour set out in article 25 septies of Legislative Decree 231/0, Ingenium Real Estate S.p.A. has also provided for structured procedural and appropriate risk control systems.

2.2.3 Information clarity, completeness and accuracy
The company’s Employees and External Collaborators are responsible for providing complete, clear, factual, logical and accurate information so that investors and all others under contract with the company are able to make autonomous and informed decisions regarding the issues involved, alternative possibilities and relevant implications.

2.2.4 Propriety in managing contracts
Work contracts and agreements must be respected as expressly established by both parties.

2.2.5 The protection of  privacy
Ingenium Real Estate S.p.A. guarantees the treatment of all personal and sensitive data is in accordance with the legislation in force regarding the treatment of personal data and therefore in full compliance with Legislative Decree 196/2003.
Ingenium Real Estate S.p.A., located in Via Salaria 226, Rome, acts as data controller.
Ingenium Real Estate S.p.A. has drawn up the appropriate standard contract clauses , aimed at providing information to interested parties regarding the manner in which personal data collected by Ingenium Real Estate S.p.A. is treated and/or, where required by the legislation in force, the procedures for authorization. 

2.2.6 Corruption prevention
No forms of gifts, premiums or benefits, deemed as exceeding normal business or courtesy practices or with the goal of obtaining preferential treatment during any company related activities, are allowed; In particular, no forms of gifts, premiums or benefits to Italian or foreign public officials, or their families, that could influence independent judgment or result in advantages to those involved, are allowed.

2.2.7 Equal employment opportunities
Ingenium Real Estate S.p.A. offers equal employment opportunities for all employees on the basis of specific professional qualifications and working capacity, with no discrimination between Personnel.
Employment is therefore based solely on ability and merit, with no discrimination on the grounds of race, religious preference, sex, age, lineage or personal disability, in full compliance with the personal and legal rights and regulations in force.
Appointments to job positions and promotions are based exclusively on ability and skill.

2.2.8 Impartiality and propriety in supplier relations
Ingenium Real Estate S.p.A. is committed to a non-discrimination policy regarding customers and suppliers. Negotiation will take place according to the regulatory principle of contractual good faith and the fulfilment of reciprocal obligations.
Employees and External Collaborators, when dealing with customers and suppliers, should display the utmost availability, respect and courtesy, in order to develop dependable collaborations and highly professional relationships.

2.2.9 Protection of the competition
Given the present application of the general regulations of the Code of Ethics, the choice of suppliers must not exclude any organization with the established requirements from competing for a contract (utilizing a range of objective and documentable criteria for the short list selection), so as to ensure sufficient competition between suppliers.
In any case the company reserves the right to establish privileged associations with all subjects that adopt the ethical commitments and responsibilities of the present Code of Ethics.

2.2.10 Objectivity and impartiality
In debt collection, the company acts according to objective and documentable criteria favouring, as much as possible while protecting company interests, the friendly resolution of any disputes.

2.3  GENERAL PRINCIPLES OF BEHAVIOR
All recipients of the Code of Ethics and the Company Organizational Model, of which the Code is an integral part, are responsible for:
/ strict compliance with all laws and rules regulating company activity in force in all countries in which the Organization works. To this end, all employees must be informed regarding laws and their necessary actions;
/ every operation and transaction must be properly recorded, authorized, verifiable, legitimate, coherent and congruous. Each operation should be recorded and all documentation necessary for evaluating the decision-making, authorization and implementation processes must be conserved.
/ the utmost propriety and clarity must be employed in the establishment and maintenance of all relations with third parties for all activities related to civil or public services so as to ensure the optimal performance and impartiality of these services.

2.4 SPECIAL PROHIBITIONS
For the aforementioned behaviour, the following are prohibited:
/ providing compensation to external Collaborators without adequate justification regarding the type of work to be carried out in accordance with local standard procedures;
/ providing untruthful declarations to national or European public bodies in hopes of receiving soft contributions or funding or such statements that may cause errors or damage to the State or other public Organizations;
/ allocating sums received by national or European public bodies through contributions or funding for ends different than those intended.

2.5 PROCEDURAL REGULATIONS FOR FOLLOWING THE GENERAL PRINCIPLES
In order to enforce the aforementioned behaviour:
/ relations with public administration bodies regarding areas at risk should be handled in a unitary manner, identifying a suitable “Supervisor” for each operation or group of operations;
/ the work assigned to external Collaborators must also be confirmed in written form indicating the compensation agreed upon. In the agreement, the external Collaborator must pledge to adhere to the Code, following inspection of its content;
/ the declarations made to national or European public bodies regarding payments, contributions or funding, must only contain completely factual elements and, in the case of acceptance, should be included in the appropriate records.
/ employees who work in inspection or supervision to ensure the proper completion of activities including but not limited to: invoice payment, public funding management etc…, should pay careful attention to the fulfilment of these tasks and contact the Supervisory Board immediately in the event of any irregularities.
/
for all communications with public administration bodies via electronic media, the identity of the operator who inserts data and statements must always be evident (using a password and digital signature).

2.6 GENERAL PRINCIPLES OF BEHAVIOR FOR SPECIFIC RISK AREAS

2.6.1 Drafting of balance sheets and general company communication
Annual drafting of balance sheets, and the management report, must be carried out in compliance with internal procedures.
The procedures provide for (as better illustrated in the section on organizational procedures):
/ in each appropriate organizational unit, the adoption of suitable measures ensuring that operations are carried out correctly and in accordance with the principles of truthfulness, completeness and accuracy. Any operational anomalies should result in the suspension of the related procedures until further authorization and supervisors should be promptly informed of the situation;
/ the adoption of the suitable measures for ensuring that all information communicated by the appropriate managers of each organizational unit to their superiors is factual, correct, accurate, timely and well documented, also utilizing information technology systems;
/ the enumeration of the data and records to be supplied by each subject or company department, identification of the receiving subjects and departments, criteria for processing as well as the timetable for the transfer;
/ the movement of data using information systems, so as maintain permanent records and allow for identification of all subjects who inserted data into the system;
/
the establishment of precise deadlines, allowing for timely transfer of balance sheet drafts to all members of the Board of Directors and the Audit Firm well in advance of the approval date.
/ provisions for one or more meetings that may also include the Audit Firm, prior to presentation of the balance sheets to the Board of Directors for approval;
/ the adoption of appropriate measures so as to ensure that if requests are made, regardless of by whom, with quantitative variations in data from those on record or variations in accounting standards regarding examination, recording and presentation, the Supervisory Board will be informed immediately.

2.6.2 Protection of registered capital
All operations that can influence, even indirectly, the registered capital of Ingenium Real Estate S.p.A., including the distribution of profits and reserves, the acquisition or transfer of shares, mergers, divisions or the selling of company sections, should be carried out in accordance with the law and the following principles:
/ an evaluation of which operations should be placed under the responsibility of decision-making bodies with precise allocation of the decision-making and operational responsibilities for each individual project;
/ providing the Supervisory Board with information regarding the entire history of each project so as to facilitate the entire decision-making process;
/ providing the Supervisory Board with the complete documentation for each project;
/ the organization of meetings and discussions between the Audit Firm and the Supervisory Board regarding the critical issues of the projects under discussion.

2.6.3 Relations with the mass media
Ingenium Real Estate S.p.A. manages its relations with the mass media with a strong commitment to external communication, maintaining standards of truthfulness, transparency and clarity and guaranteeing that the information provided is coherent, accurate and always in accordance with company policies and agendas.
Company employees and collaborators should, therefore, avoid contact with the media, except when expressly authorized by Ingenium Real Estate S.p.A. to issue press releases or other forms of mass communication media.
 
2.6.4 Company’s smooth operation
So as to ensure the control of company management by company bodies and the Audit Firm, the coordination principles provided for in the Model are distributed throughout the entire company, allowing administrators, management and all employees to offer the greatest professional collaboration, transparency and propriety when dealing with company bodies and the Audit Firm.

2.6.5 Activities under supervision
Company activities under the supervision of public authorities, as provided for by current regulations, should be carried out, so as to avoid the risk of offences related to miscommunication with authorities and difficulties with supervisory departments, based on the following fundamental principles:periodic communication with authorities as provided for by law and regulations;
/ the distribution of documents as provided for by law and regulations (balance sheets and company meeting records);
/ the distribution of data and documents specifically requested by supervisory authorities;
/ the utmost propriety, professionalism and transparency during the course of inspections, specifically by making available, with timeliness and completeness, the documents deemed necessary by authorities;
/ quality and timeliness in communications with supervisory authorities;
/ the maintenance of accurate organizational and bookkeeping systems so as to provide access to all data and information required for correct compilation and punctual delivery of reports to the supervisory authorities, in compliance with the methods and timetable established by the regulations of the sector;
/ the maintenance of a reliable information system and effective internal controls so as to guarantee the consistency of information supplied to supervisory authorities;
/ providing the Supervisory Board with access to the aforementioned documentation for periodic verifications.

3 VIOLATION OF THE CODE OF ETHICS

3.1 ENFORCEMENT OF THE CODE OF ETHICS REGULATIONS
So as to enforce all the regulations in the Code of Ethics, including procedural and organizational protocols, a Disciplinary System was also implemented, which includes pre-established penalties for the violation of each rule in the code, allowing the company to take responsibility for offences under Legislative Decree 231/01.
The Disciplinary System covers Employees (managers, professionals and clerical workers), Consultants, Collaborators, Administrators, Auditors, Members of the Supervisory Board, Agents, Representatives and any other third parties under contract with the Company.   
In this respect, it is granted that violations of the Code of Ethics as well as violations of company procedures differ and remain distinct from violations of the law involving criminal behaviour. The employer’s evaluation therefore, should not coincide with the evaluation of a criminal judge, nor should the employer wait for, before imposing the appropriate disciplinary penalties, the result of criminal proceedings currently underway.
The penalty system differs according to the position held by the violator.
For salaried employees the disciplinary system is designed in compliance with article 7 of the Workers Statute and therefore is structured based on the type of penalty and the system for categorizing violations.
The procedures and the regulations expressly subject to penalties are binding for all employees and are included in the “Company disciplinary code”.
The disciplinary penalty depends on the type and severity of the offence: VERBAL CHARGE, WRITTEN CHARGE, FINE, SUSPENSION OF PAY, and DISMISSAL.
If a company ethics regulation is violated by a self-employed worker, supplier or other party under contract with the Company, the set penalty is termination of the contract, as provided for in the express termination clause in the supplier or collaborative contract.

3.1.2 Severity of violations
The penalties are imposed according to a sliding scale related to the severity of the action, taking the following circumstances into consideration:
/ timeline and method of the infraction and the contextual circumstances;
/ the presence and intensity of an intentional element, the degree of negligence, imprudence and unskilfulness demonstrated, taking into consideration the predictability of the event and possible extenuating circumstances;
/ the significance of the violation and the extent of the resulting damage or danger to the company and all other employees;
/ aggravating circumstances such as the involvement of other employees.

Repeat offences: for infractions occurring repeatedly during a two-year period, a more serious penalty is imposed.
In general, violations of the “Regulations for General Conduct and for specific areas of risk” in the Code of Ethics are punished with dismissal and violations of the “other behavioural regulations” from the aforementioned Code are punished with less severe penalties, or with dismissal when, due to the severity of the action, no other penalty is adequate.
The appropriate penalty will be imposed, depending on the severity of the actions and based on the provisions of the present Code.
Generally, in the case of repeat offences during a two-year period, the penalty directly above that prescribed for the violation will be imposed.
For example, for an action for which the code prescribes a verbal reprimand that is repeated during a two-year period (a so called “repeat offence”), the penalty imposed would be a written reprimand.

Whoever performs actions directly influencing the members of shareholder meetings with the goal of creating an irregular majority and/or instigating a particular decision will be penalized.
Dismissal will occur for the actions previously described as “less severe” when the subjective and objective features of the employee’s conduct are particularly damaging or repetitive, and result in an irreparable break with the company’s trust.

Dismissal for “subjective” reasons occurs only following a warning, while dismissal for an appropriate objective cause, in the case of an infraction that does not allow for even temporary continuation of employment, can go into effect immediately.
It remains the right of the company to terminate employment for any other fault on the part of an employee, independently of the provisions of the present disciplinary Code, in compliance with current legislation.

4 SUPERVISORY BOARD

With the approval of the Company Organizational Model, of which the Code of Ethics is an integral part, the Supervisory Board of Ingenium Real Estate S.p.A. was created as a company body with the responsibility of monitoring the functionality of the Company Organizational Model and keeping it updated.
Members of the Supervisory Board of Ingenium Real Estate S.p.A. are appointed by the Board of Directors.
The Supervisory Board is provided with a specific set of regulations, in which are specified: a) its roles and functions; b) its structure; c) its internal operational rules; d) the powers granted; e) the flow of information to and from the Board of Directors and to and from other organizational structures.

 
 

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