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CODE OF ETHICS ICAS spa by alicejenny


PREAMBLE                                                                     knowledge and understanding of the Code of Ethics in the com-
                                                                             pany, to monitor the effective implementation of the principles
The Code of Ethics is a charter of rights and moral duties that              contained therein, to receive reports relating to infringements
defines the ethical-corporate responsibility of each member of               and to assess any action that may be required to be taken
the corporate organisation in the running of company affairs and           • to define the method of realisation by means of:
activities, and which applies to collaborators of ICAS, shareholders,         analysis of the company structure to identify the objectives
employees and interested parties.                                               and the persons or subjects involved in the activities of the
The Code of Ethics is an effective means of preventing irresponsible
or unlawful conduct by any person who acts in the name and on                  internal discussion to identify the general ethical principles
behalf of the company, because it introduces a clear and specific               to be pursued, the ethical rules applicable to relations be-
definition of the relevant ethical and corporate responsibilities to-           tween the company and its various partners or interlocutors,
wards all subject involved, directly or indirectly, in the activities of        the ethical standards of conduct
the company (customers, suppliers, shareholders, citizens, employ-
ees, collaborators, and anyone else concerned by the activity of               adaptation of the corporate organisation to the principles
the company).                                                                   of the Code of Ethics. Ethics training/educational activities
                                                                                in ethics are of particular importance, aimed at making all
The Code of Ethics is the fundamental implementation tool for                   subjects concerned aware of the existence of the Code of
ethical standards within the company, aimed at clarifying and defin-            Ethics and to assimilate its contents. Dialogue and participa-
ing the ensemble of principles which its addressees are required                tion are indispensable to ensure that all personnel share the
to respect in their mutual relations, and in relating to holders of             values identified in this document.
reciprocal interests in relation to the company. Therefore its ad-
dressees are called on to respect the principles and values of the         THE MISSION
Code of Ethics and to protect and preserve, through their conduct,
the respectability and the image of ICAS, and the integrity of its         The mission of ICAS is to be the most efficient producer and
economic and human resources.                                              distributor of wire hoods, oriented towards the market, towards
                                                                           quality and product/service safety, with the aim of creating value
The Code of Ethics, however, does not replace or prevail over              for shareholders, satisfying customers and maximising the contri-
the laws in force and the currently applicable Collective Labour           bution of all those who work there.
                                                                           The aim of ICAS, therefore, is to provide a product/service on a
ICAS intends, through The Code of Ethics:                                  sound and stable basis, in accordance with the expectations and
• to define and make explicit the general ethical principles and           interests of all persons or subjects directly or indirectly involved
   values that lie at the foundation of its own activity its own rela-     in the company activities, public and private users, employees,
   tions with customers, suppliers, shareholders, citizens, employ-        shareholders, suppliers and also the institutions that supervise its
   ees, collaborators, administrators, public institutions and any         activities and conduct, which must commit themselves to improve
   other person or subject involved in the activity of the company         efficiency levels on a continuing basis.
• to formalise the duty to behave in accordance with the follow-
   ing ethical principles: moral legitimacy, equity and equality,          ICAS is aware that absolute compliance with the law and with the
   safeguarding of the person and of the environment, diligence,           principles of fairness, honesty, integrity and good faith that char-
   transparency, honesty, confidentiality, impartiality, health            acterise its actions, is essential to the achievement of its mission.
• to confirm the commitment to safeguard the legitimate interests          ICAS undertakes to adopt a management system that guarantees
   of its shareholders                                                     quality, food safety, the management of environmental matters and
• to indicate to its employees, collaborators and administrators           the pursuit of goals and objectives capable of continually optimising
   those principles of conduct, values and responsibilities which          its performance in strict compliance with the obligations imposed
   are required to be complied with in the performance of their            by the laws in force:
• to define the tools of implementation. The implementation of             Impartiality
   the principles contained in the Code of Ethics is entrusted to          The company, in its decisions that impact on relations with its
   the Managing Director, whose duty it is to optimise awareness,          customers and/or suppliers, personnel management or work

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organisation, shall avoid all discrimination based on age, sex, sexual       employees and external collaborators; discriminatory practices
status, health, race, nationality, political opinions and the religious      in the selection, hiring, training, management, development and
beliefs of its interlocutors.                                                payment of personnel are expressly forbidden, as is any form of
                                                                             nepotism or favouritism. Any hiring or promotion of personnel
Honesty                                                                      must be carried out in accordance with criteria of merit and
In the context of their professional activities, employees are               competence
required to comply carefully with the laws in force, the Code of          • requires the Services Managers and all collaborators, each one
Ethics and internal regulations. In no case may the pursuit of one’s         within his/her own remit, to conduct themselves in accordance
interests justify conduct that is not honest.                                with the foregoing principles, which are the basis for their con-
                                                                             crete implementation. Without prejudice to the provisions of
Honesty in cases of potential conflict of interest                           law and of contracts relating to the duties of workers, employ-
In the conduct of any activity, situations must always be avoided in         ees are required to show professionalism, dedication, fairness, a
which those involved in the relevant transactions find themselves in         spirit of collaboration and mutual respect.
a conflict of interest, or even an apparent conflict of interest.         The dynamics of the context in which the company operates re-
                                                                          quire the adoption of a policy of transparency. The principal factor
Confidentiality                                                           of success of the company is the professional and organisational
ICAS guarantees the confidentiality of information in its own pos-        contribution of each human resource engaged.
session. Moreover, employees are required not to use confidential
information for purposes unconnected with the performance of              Each employee and collaborator of ICAS:
their own activities.                                                         ensures that their conduct is guided by professionalism,
                                                                                transparency, fairness and honesty, contributing with col-
Relations with shareholders                                                     leagues, superiors and collaborators to the achievement of
ICAS creates the conditions to ensure the widespread and con-                   common objectives
scious participation by shareholders in decisions coming within
their remit, and it promotes parity of informatione.                          ensures that their activity is characterised by optimum levels
                                                                               of efficiency - whatever level of responsibility accompanies
HUMAN RESOURCES                                                                the role - ensuring compliance with operational instructions
                                                                               from those higher up in the company
The employees of ICAS represent an indispensable element to the
company’s success. For this reason, ICAS safeguards and promotes              adapts their conduct, internally and externally, to the princi-
the value of human resources through continuing education, in                  ples and values of this Code, acknowledgeing the obligations
order to improve and develop the overall competence level of each              with which ICAS requires compliance in the performance of
employee. ICAS specifically guarantees that it does not use child              their work duties; in particular, they comply with all require-
labour.                                                                        ments and provisions of the company relating to occupational
                                                                               safety in accordance with the laws in force
ICAS attributes the maximum importance to persons working within
the company structure and contributing directly to the develop-               ensures that, in their relations with colleagues, they conduct
ment of the company, because it is precisely through its human                 themselves in accordance with the principles of civil co-
resources that the company is in a position to provide, develop,               existence and on the basis of complete collaboration and
improve and guarantee the optimal management of its services.                  cooperation

Ethical Principles                                                            considers the principle of confidentiality to be a vital princi-
                                                                               pal of corporate activities.
• undertakes to create work conditions that contribute directly           Compliance with the laws and regulations in force is a specific duty
   to safeguarding the psychic-physical integrity and the health          of each employee, who is required to notify his or her manager
   of workers and to respecting their moral personality, avoiding         about:
   discrimination, unlawful conditioning and undue discomfort of              any infringement within the company environment of a legal
   the said workers                                                             or regulatory provision or of this Code of Ethics
• adopts strictly professional criteria of merit and competence in
   any decision relating to its employment relationship with its own          any omission, falsification or carelessness in the keeping of

  ICAS S.p.A.                                                                                                       CODE OF ETHICS - Page 3
      accounts or in the preservation of documentation on which         by recommendations or reports, by whomever they are signed and
      the accounting records are based                                  in whatever form, which tend to favour or disfavour persons with
                                                                        whom they come into contact in the course of their duties.
    any irregularities or malfunctions relating to the management
     and to the procedures by which the work is carried out, in         The interruption or termination of the employment relationship
     the certain knowledge that there will be no retaliation against    with the company, whatever the reason, does not justify the dis-
     them.                                                              closure of confidential information or the disclosure of matters that
                                                                        could prejudice the image and interests of the company
Employees are forbidden:
   to pursue personal interests to the detriment of the interests      Employees are required to use the property placed at their disposal
     of the company                                                     in accordance with its intended use and in a manner that ensures
                                                                        that it is preserved and its functionality protected. Employees must
    to exploit the name and reputation of ICAS for private             not, for personal ends, use stationary, computers, photocopiers
     purposes and, analogously, to exploit for personal purposes        or other equipment made available to them in the course of their
     their position within ICAS and the information acquired in         duties.
     the course of working activities
                                                                        Save in exceptional cases which they must inform the operations
    to adopt approaches or conduct that could compromise the           Manager about, employees must not use the telephone lines of the
     image of the company                                               office to make personal phone calls, and they must limit incoming
                                                                        personal phone calls on the aforementioned telephone lines to the
    to use company assets for purposes other than their proper         minimum necessary.
                                                                        The general prohibition stands in relation to smoking in work areas
    to engage in the ineffective, pointless or irrational use of       marked off by the requisite signs, but ICAS shall, in the interests of
     funds and resources                                                coexistence at work, have particular regard for the need of employ-
                                                                        ees to be protected from “passive smoking”.
    lto disclose to third parties or to use any information and
     data relating to ICAS for private or undue purposes                Equity of authority
                                                                        ICAS requires its own collaborators to exercise their authority with
    to perform working tasks - also for no remuneration - against      equity and fairness, avoiding any abuse. In particular, it guarantees
     or in competition with the company.                                that the said authority will not turn into an exercise of power that
                                                                        damages the dignity and autonomy of the employee and that the
They are obliged to avoid even apparent conflicts of interest with      choices of work organisation will safeguard these values.
the company, and in all cases to report to the company manage-
ment any occurrence of these situations. Employees must inform          Transparency and completeness of the information
the operations Manager about any financial or non-financial inter-      The collaborators of ICAS are required to provide information that
ests which they or their relations or acquaintances (or persons with    is complete, transparent, understandable and accurate. In par-
whom they have had enjoyed relations of collaboration involving         ticular, in the stipulation of any contracts, personnel must ensure
remuneration in any form) may have in activities associated with        that any information is spelt out clearly and understandably for the
their duties. In all such cases the employee must refrain from taking   benefit of the contracting party.
part in the relevant activities.
                                                                        Fairness and equity in the management and re-negotiation of
Employees, in the context of their working activities, must not         contracts
associate with persons or representatives of companies that are         It is forbidden, in relations currently in being, for any person
involved in litigation with ICAS.                                       operating in the name and on behalf of ICAS to take advantage
                                                                        of any gaps in contracts or unforeseeable events to renegotiate
Employees in the performance of their duties must ensure par-           the contract for the sole purpose of exploiting the other party’s
ity of treatment in relation to those that come into contact with       position of weakness or dependency.
ICAS. They neither accept nor allow themselves to be influenced

Page 4 - CODE OF ETHICS                                                                                                          ICAS S.p.A.
Quality of services and products                                              responsibility towards the company
ICAS places the satisfaction of the customer at the top of its prior-      • participation that is diligent and informed
ity list and orients its own activities towards customer satisfaction.     • knowledge of the role
ICAS undertakes and directs its own activities with a view to              • sharing of objectives and a discriminating approach, to ensure a
optimising its quality standards both in relation to the services and         meaningful personal contribution.
the products, but always ensuring a good quality/price ratio and           The legitimate expression of differences should not prejudice the
respecting the requirements of food safety regulations.                    image, the prestige and the interests of the company, which the
                                                                           management bodies must safeguard and promote. Any interviews,
Fair competition                                                           declarations and any intervention occurring in public must take
ICAS intends to protect the value of fair competition, refraining from     place in strict accordance with this principle.
conduct that is collusive, predatory and that constitutes and abuse
of a dominant position.                                                    Any information received in the course of one’s duties is deemed
                                                                           to be confidential, and any use thereof which does not relate to
Environmental protection                                                   the institutional performance of the functions of each Director or
ICAS undertakes to improve the environmental impact of its activi-         Chairman is prohibited.
ties and to avert risks to the environment in compliance with the
rules in force.                                                            The obligations of fairness and confidentiality assumed by mem-
                                                                           bers of the Board of Directors at the time of acceptance of their
TOP MANAGEMENT                                                             office shall continue to bind them after the termination of their
                                                                           relationship with the Company.
The company organs, in acknowledgement of their responsibilities,
take the lead from the principles contained in this code of conduct,       Hierarchical relationships
ensuring that its activities are inspired by the values of honesty,        The conduct of each Manager shall conform with the values of
integrity in the pursuit of corporate objectives, honesty, fairness,       the Code of Ethics and represent a model of behaviour for their
respect for persons and for the rules and standards, mutual                collaborators.
                                                                           The Services Managers shall conduct relations with their collabora-
The Board of Directors is committed to the responsible operation           tors that are characterised by mutual respect and fruitful coopera-
of the company in pursuing objectives relating to the creation             tion, promoting a team spirit within ICAS.
of value; the duty of directors is to properly carry out the func-
tions entrusted to them in accordance with applicable rules.               Of key importance are the motivation of employees and the dis-
Collaboration between the latter is based on a system of sharing of        semination of corporate values in a manner that ensures they are
the strategic-operational aims that characterise the ICAS mission,         internalised and shared: from this flows the duty to implement and
in which the various roles of management, coordination, policy and         maintain information flows that are correct, valid and motivating,
control are in harmonious equilibrium.                                     and that make the employee aware of the contribution to company
                                                                           activity made by each of the resources involved.
Individuals are required to assess situations of conflict of interest or
incompatibility of functions, assignments and positions, outside as        Each Manager supports the professional growth of the assigned
well as inside the company. All members of the Board of Directors          human resources, taking into account the attitudes of each person
must evaluate such circumstances in the strictest manner possible,         in the allocation of duties, thus ensuring genuine efficiency in the
in the interests of a transparent and profitable relationship between      operational environment. Each person must be afforded the identi-
the company and those involved in the activities of the company,           cal opportunities to express his/her own professional potential.
the institutions, the shareholders and the users.
                                                                           Each Manager shall give due attention to and, where possible and
The members of the company organs must ensure the following:               appropriate, implement suggestions or requests by their collabora-
                                                                           tors, in the interests of ensuring optimal quality, thus encouraging a
• conduct inspired by the values of autonomy and independence,             motivated participation in the company activities.
  provision of correct information
• conduct inspired by integrity, fairness and a sense of                   The management is called on to develop a positive approach

  ICAS S.p.A.                                                                                                         CODE OF ETHICS - Page 5
towards monitoring and control, in a context of overall collabo-         integrity and reputation of one of the parties, nor can be inter-
ration consistent with a sense of belonging within ICAS which it         preted as aimed at obtaining an advantage that is unlawful/undue
wishes to promote amongst all its employees.                             and/or obtaining it in an inappropriate manner.

The system of monitoring and control contributes to enhancing            Analogously, employees, in their relations with public officials with
the effectiveness of corporate processes; therefore all levels of the    whom they come into contact by virtue of their position, may not
organisational structure share the common objective of contribut-        accept payments, gifts or favourable treatment representing a
ing to its efficient functioning, primarily through the careful ap-      value that is more than merely symbolic; employees are bound to
plication of internal procedures, to ensure that the relevant points     inform their immediate superiors of any such offers received.
of responsibility are most easily identified.
                                                                         Relationships with customers and suppliers
Collaborators (internal and external) are required to comply with        Honesty, professionalism, efficiency, uprightness and reliability
the principles contained in the code of ethics. Remuneration must        represent the basis for valid relations also with external collabora-
be commensurate with the work as indicated in the contract, and          tors and suppliers, the selection of which is effected in accordance
payments may not be made to a party other than the contracting           with objective criteria.
party, or to a country other than that of the parties.
                                                                         The employees of ICAS must guarantee equal opportunities to
EXTERNAL RELATIONSHIPS                                                   supplier companies who satisfy the relevant criteria.

Relations with Institutions                                              The selection of suppliers and the establishment of the terms of
ICAS conducts relations with administrators, supervisory and con-        purchase must be based on an objective assessment of the quality,
trol authorities, public entities, local entities and administrations,   utility and price of the goods and services sought, of the ability of
bodies governed by public law.                                           the other party to supply and guarantee, in good time, goods and
                                                                         services at a level that accords with the requirements of ICAS, and
Relations with the Public Administration must be characterised by        on an objective assessment of the integrity and credentials of the
clarity, transparency and professionalism, and by the recognition        supplier.
of the respective roles and organisational structures, also for
purposes of positive collaboration aimed at ensuring substantial         ICAS is available to seek the amicable settlement of any issues that
compliance with the applicable regulation.                               may arise with its customers with a view to overcoming and settling
The competent company departments must maintain the neces-
sary relationships with the Institutions. Each employee is required      A similar spirit informs relations between ICAS and their suppliers
to abide by the same principles of transparency, compliance with         and external collaborators; the employees are obliged, moreover,
obligations and collaboration with the Authorities.                      to promptly notify the relevant departments of any intractable
                                                                         problems, to enable the most appropriate steps to be taken as
Employees, in their relations with public officials, must conduct        befits the case.
themselves with maximum honesty and integrity, also ensuring that
they do not in any circumstances create the impression of wish-          The top management and the employees, in their relations with
ing to inappropriately influence decisions or request favourable         consumers and suppliers or with other subjects with whom they
treatment.                                                               come into contact in the context of their duties, may not accept
                                                                         payments, gifts or favourable treatment representing a value that
To this end ICAS adopts the relevant safeguards and the measures         is more than merely symbolic; employees are bound to inform their
suitable to preventing similar conduct by persons or subjects            immediate superior of any such offers received. Analogously, it is
acting in its name and on its behalf, which may be interpreted as        forbidden to offer or issue undue payments, gifts or favourable
corruption of a public official or public servant.                       treatment that represents a value that is more than merely sym-
                                                                         bolic, and amounts to more than normal courtesy relations, with
Moreover, gifts or favours or acts of hospitality towards public of-     the intention of unlawfully promoting the interests of ICAS.
ficials or public servants are not permitted unless they are modest
or of insignificant cost, and provided they do not compromise the

Page 6 - CODE OF ETHICS                                                                                                          ICAS S.p.A.
PRIVACY POLICY                                                           • the application of the sanctions and disciplinary measures
                                                                           provided for in the relevant Collective Labour Agreements
Information for disclosure outside the company must be precise,          • termination of the relationship
true and transparent.                                                    • the application of penalties
                                                                         • compensation for damages.
Relations with information agencies are entrusted to the corporate
departments assigned thereto, or to external consultants. Likewise,      Reporting structures
prior agreement is required with the corporate departments re-           No person may assume that the standards may be ignored in the
sponsible for representing the positions and the activities of ICAS      belief that this is in the interests of the Company. Moreover, no
in whatever form and for whatever occasion.                              person within the Company has the authority to give orders or
                                                                         instructions in violation of the Code of Ethics.
The circulation internally of information is limited to those persons
who have a substantial corporate interest in knowing and using that      Each collaborator or employee is required promptly to report:
information, and they shall refrain from disclosing such information
without good cause or in inappropriate places, and this to exclude       • any infringements of this Code of Ethics
the accidental relevation of such information.                           • any request involving the infringement of the Code of Ethics,
                                                                           whatever the source, made to his/her own Manager or, alterna-
The disclosure to third parties of confidential information for in-        tively, made directly to the department in charge.
ternal use requires the authorisation of the Manager, in accordance
with company procedures.                                                 The Managing Director:

The safeguarding of corporate assets involves keeping and protect-       • shall ensure maximum disclosure of the Code of Ethics to work
ing the tangible and intellectual property of the company, as well         providers (employees and collaborators), suppliers and share-
as the information and data that belongs to the company and                holders, providing the necessary support in order to ensure that
which may come to the attention of employees in the course of              its provisions are understood
their duties. Due to the strategic importance of such information,       • shall adopt communication measures aimed at improving knowl-
it is necessary that such information be properly distributed in a         edge and implementation of the Code
manner that promotes the achievement of objectives common to             • shall contribute to the definition of criteria and procedures to
the different departments, in the knowledge that the unauthorised          reduce the risk of infringement of the Code, collaborating with
disclosure of, tampering with, illegitimate use or loss of this infor-     the relevant competent departments
mation may prove detrimental to ICAS and its shareholders.               • shall carry out the necessary checks relating to any report of
                                                                           infringement of the Code’s rules, also to enable the competent
The company makes adequate information available to its                    departments to apply the necessary disciplinary measures
shareholders (communes and associated mountain communities)              • shall periodically monitor the application of the Code within the
through timely communication flows, also through its own website           Company.
and, where necessary, using press releases or meetings.


Compliance with the rules of the Code of Ethics represents an es-
sential part of the contractual obligations of employees pursuant
to and for the purposes of articles 2104 and 2106 of the Civil
Code. The obligation to comply with the Code of Ethics is included
in contracts of collaboration. Infringement of the provisions of the
Code of Ethics by work providers (employees and collaborators)
constitutes failure in the fulfilment of contractual obligations and
may involve, according to the case:

  ICAS S.p.A.                                                                                                     CODE OF ETHICS - Page 7
           ICAS S.p.A.    via Torino 288 - 10015 S. Bernardo d’Ivrea (To) - Italy
Industrica Canavesana     tel. +39 0125 631 121 - fax +39 0125 230519
  Attrezzature Speciali - E-mail:
                          Tax Code and VAT no. IT00477030019 – Chamber of Commerce, Industry, Crafts and Agriculture
                          of Turin no. 270.300 - share capital € 3,000,000.

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