Code of Ethics

ORGANIZATIONAL, MANAGEMENT AND CONTROL MODEL PURSUANT TO LEGISLATIVE DECREE N. 231/2001

PREMISE

Eurosystem S.p.A. (hereinafter “Eurosystem”) has always placed particular emphasis on the goal of social commitment, in the belief that competitiveness among companies must be inseparably linked not only to ethical awareness, but also to social engagement and environmental respect.

As confirmation of the importance attributed to ethical and behavioral standards, and in order to emphasize the relevance of conduct based on rigor and integrity—key values underpinning the company’s cultural model—Eurosystem has adopted this Code of Ethics.
This document serves as a tool of corporate culture, aimed at preventing ambiguous or improper behavior by clearly identifying the main rules to be followed and warning that non-compliant conduct may be subject to sanctions.
In particular, it reaffirms the principle that the company expects its employees (as well as external collaborators and consultants) to behave according to principles of unwavering honesty.

The commitment to ethics—namely confidentiality, loyalty, and honesty in both external and internal conduct—represents, in an economic context marked by strong and increasing competitiveness, a highly valuable tool for addressing current and future challenges.
It also provides a concrete contribution to the achievement of corporate objectives by turning the market’s knowledge and appreciation of the Company’s way of operating into a competitive advantage and improved business relationships.

The decision to adopt the Code of Ethics is intended as a signal of transparency and integrity on the part of the Company a sort of “declaration of principles” that translates into rules addressed to all individuals to whom the document is directed, namely directors, statutory auditors, employees, as well as consultants and, more generally, third parties who, in any capacity, come into contact with the Company.

The Code of Ethics consists of a set of general rules aimed at establishing uniform standards of conduct and at highlighting—within the strictest respect for business ethics—the priority objectives and core values that must guide the behavior of those who act in the interest and on behalf of the Company.

In particular, Eurosystem is committed to ensuring that all parties involved pursue their objectives with loyalty, integrity, honesty, competence, transparency, and quality, while respecting environmental protection and fully complying with all laws and regulations.

Eurosystem prohibits all forms of discrimination, corruption, and child labor exploitation, and upholds ethical principles that include sound management practices, good faith, and the prevention of any form of corruption. This approach ensures fair competition in the market, enhances customer satisfaction, and increases the Company’s value, while also fostering the development and professional growth of its human resources.

All parties involved are required, within the scope of their respective responsibilities, to be aware of and comply with applicable laws and regulations, paying due attention to their observance. All activities carried out by the parties involved must be conducted with professional commitment, moral integrity, sound management, transparency, and mutual respect.

In order to give these principles a value that goes beyond mere exhortation, and to clarify that the directives contained therein are to be considered fully binding, a monitoring system has been established to sanction any non-compliant behavior. Such conduct would represent a violation of ethical principles and of the duties of fairness toward both clients and the Company.

The processing of personal data and the use of IT, information, and telecommunication tools are governed by principles that safeguard privacy and confidentiality, ensuring the integrity of the data being processed.

Part One

General Principles

1. Scope of Application and Updates

Ethics and Respect, Competence and Merit, Innovation and Excellence, Internationality and Multiculturalism, Rights and Sustainability are the values that define Eurosystem’s way of doing business.

Eurosystem requires and promotes compliance with this Code of Ethics with the aim of strengthening its relationship of trust with all stakeholders: employees, shareholders, customers, suppliers, partners, and local communities.

Respect for these principles is of fundamental importance for achieving Eurosystem’s corporate mission and for safeguarding its reputation within the socio-economic context in which it operates.

Eurosystem firmly believes that every activity must be carried out ethically, embracing the principle set forth in Article 41 of the Italian Constitution, which states that private economic initiative “may not be conducted in conflict with social utility or in a manner that could harm safety, freedom, or human dignity.”

The principles and provisions of this Code of Ethics are binding for all the following recipients (the “Recipients”):

  • Individuals who hold top-level positions within the company organization (directors, executives);
  • Individuals who, within the company organization, hold a subordinate position with respect to the former (Employees);
  • External collaborators who, directly or indirectly, perform services related to the company’s activities (consultants, external professionals);
  • Commercial or operational partners of the Company who play a role in projects and operations;
  • Political and trade union organizations, as well as media entities, hereinafter referred to as “stakeholders.”

Within this framework, the Company undertakes to:

  • Promote the widest possible dissemination of the Code of Ethics within the internal governance structure and through its website, while also committing to adopt any additional measures necessary to promptly communicate and apply the principles and provisions of the Code;
  • Ensure a tailored training program and ongoing awareness initiatives regarding issues related to the Code of Ethics;
  • Carry out all necessary investigations concerning any reports of potential violations, and, if such violations are confirmed, apply appropriate sanctions;
  • Establish and provide specific channels for Recipients to submit detailed reports, aimed at safeguarding the integrity of the organization, concerning unlawful conduct supported by precise and consistent factual elements, or violations of this Code of Ethics and the Organizational, Management and Control Model adopted by the company;
  • Ensure that no one suffers any form of retaliation for having, in good faith, reported possible violations of the Code of Ethics, while also guaranteeing the right to confidentiality of the whistleblower’s identity.
  • The parties involved are required to be familiar with the contents of the Code of Ethics, to comply with it, and to contribute to its implementation by reporting any shortcomings or violations they become aware of, thereby enabling Eurosystem to apply any necessary sanctions.

Those who hold top-level positions within the organization and the Company’s Executives must work to promote the dissemination of this Code of Ethics and act to preserve and enhance the Company’s economic, technological, and professional assets.

2. Principles of Conduct

The Company has deemed it appropriate and necessary to adopt and issue this Code in order to clearly express the values that must guide the conduct of all those who, at various levels of responsibility, contribute through their actions to the performance of its activities. This includes external collaborators—both occasional and ongoing—regardless of their designation, as well as suppliers, consultants, and any business partners.

These values are primarily:

  • Legality: Eurosystem operates in full compliance with the law and this Code. All Recipients are therefore required to observe all applicable regulations and to stay constantly informed about legislative developments, also by taking advantage of available training opportunities.
  • Fairness: Fairness and moral integrity are an essential duty for all Recipients. Recipients must refrain from establishing any privileged relationship with third parties resulting from external solicitations aimed at obtaining improper advantages.

In the performance of their duties, Recipients are required not to accept donations, favors, or benefits of any kind (except for items of nominal value) and, in general, not to accept any form of compensation aimed at granting undue advantages to third parties.

Likewise, Recipients must not make monetary or in-kind donations to third parties, nor offer any unlawful benefits or favors of any kind (except for items of nominal value or courtesy gifts authorized by the Company) in connection with the activities they perform on behalf of Eurosystem.

The mere belief of acting in the interest of the Company does not exempt Recipients from the obligation to strictly observe the rules and principles set forth in this Code. The Company considers transparency in financial statements and accounting to be a fundamental principle for conducting its business and safeguarding its reputation.

  • Non-Discrimination: In its relations with Stakeholders—and in particular in the selection and management of personnel, work organization, the selection and management of suppliers, as well as in dealings with public bodies and institutions Eurosystem avoids and rejects all forms of discrimination based on age, gender, race, sexual orientation, health status, political and trade union opinions, religion, culture, or nationality of its counterparts.

At the same time, Eurosystem fosters integration by promoting intercultural dialogue and the protection of the rights of minorities and vulnerable individuals.

  • Combating Harassment: In the workplace, harassment is also considered a form of discrimination. It is defined as repeated and persistent hostile behavior with persecutory intent, capable of violating a person’s dignity and creating an intimidating, degrading, humiliating, hostile, or offensive environment.

Sexual harassment refers to any unwanted act or behavior of a sexual nature—whether physical, verbal, or non-verbal—occurring in the workplace, that offends the dignity and freedom of the person subjected to it.

  • Confidentiality: Eurosystem is committed to ensuring the protection and confidentiality of the personal data of Recipients and Stakeholders, in compliance with all applicable regulations on personal data protection.

Recipients are required not to use confidential information, acquired in the course of their work, for purposes unrelated to the performance of their duties. They must always act in compliance with the confidentiality obligations undertaken by Eurosystem toward all Stakeholders.

In particular, Recipients are required to maintain the utmost confidentiality regarding documents that may disclose know-how, transport information, commercial data, and corporate transactions.

  • Diligence: The relationship between Eurosystem and its Employees is based on mutual trust; therefore, Employees are required to act in a way that promotes the company’s interests, in accordance with the values set out in this Code.

Recipients must refrain from any activity that could give rise to a conflict of interest with Eurosystem, avoiding the pursuit of personal interests that conflict with the legitimate interests of the Company.

In cases where a conflict of interest may arise, Recipients are required to promptly inform their direct supervisor so that the Company can assess and, if appropriate, authorize the potentially conflicting activity.

In cases of violation, the Company will adopt all appropriate measures to put an end to the conflict of interest, reserving the right to take action to protect its interests.

  • Loyalty: Eurosystem and the Recipients are committed to pursuing fair competition, in compliance with national and EU regulations, with the understanding that ethical competition serves as a healthy incentive for innovation and development processes, while also protecting the interests of consumers and the broader community.

3. Business Activities and Financial Resource Management

In carrying out its business activities, Eurosystem operates in accordance with the principles of transparency, verifiability, consistency, and appropriateness as established by our legal system, with specific regard to the objectives set forth in Legislative Decree n. 231/2001. In particular, the Company identifies specific procedures and methods for managing financial resources, also with the aim of preventing the commission of crimes. The management of financial resources is carried out in compliance with these procedures and in alignment with each individual’s managerial responsibilities and organizational duties.

4. Conflict of Interest

Eurosystem and its directors and employees at all levels are bound by a relationship of full trust, within which it is the primary duty of each director and employee to use the company’s assets and their professional skills to pursue the company’s interests, in accordance with the principles set forth in the Code of Ethics, which embody the values the Company upholds.

From this perspective, members of corporate bodies, employees, and collaborators of Eurosystem avoid all situations in which they might find themselves even potentially in a conflict of interest. They refrain from any activity that could place a personal interest (whether direct or indirect) in opposition to that of Eurosystem or that could interfere with or hinder their ability to make impartial and objective decisions in the Company’s best interest.

A “conflict of interest” refers to situations in which personal, family, or third-party interests different from those of Eurosystem are pursued, or activities are undertaken that may affect the ability to make decisions solely in the Company’s interest, or where one personally benefits from business opportunities belonging to the Company.

Any situations of conflict, even if only potential, must be promptly and thoroughly reported to the Company specifically to the Manager responsible for the relevant business unit and, if applicable, to the Supervisory Body. The individual in a potential conflict must refrain from carrying out or participating in actions that could harm Eurosystem or third parties, or that could compromise the Company’s image and reputation.

5. Confidentiality

The Company considers the dissemination of accurate, complete, and truthful information regarding all corporate matters and the maintenance of appropriate confidentiality when necessary—as a fundamental prerequisite for establishing and preserving a relationship of transparency and trust with its stakeholders and the market.

Consequently, in handling information, Employees must:

  • Diligently and confidentially safeguard all corporate information of any kind acquired in the performance of their duties;
  • Obtain consent for the processing of personal data for the purposes that have been communicated;
  • Use such information solely for purposes strictly related to the performance of their duties, without directly or indirectly abusing this privileged access for personal gain or the benefit of third parties, and without causing harm to the Company, while always complying with any public disclosure obligations required by laws and regulations.

With regard to information in general, Employees must:

  • Avoid any improper or manipulative use of confidential information in their possession, and refrain from using it for their own benefit and/or for the benefit of family members, acquaintances, or third parties in general;
  • Protect such information from access by unauthorized third parties and prevent its disclosure unless specifically authorized by the Responsible Manager;
  • Refrain from seeking, or attempting to obtain from others, information that does not fall within their area of responsibility or function;
  • Classify and organize information in such a way that authorized individuals can access it easily and obtain a complete and clear overview.

The obligation of confidentiality must be respected even outside of working hours and during any periods of contract suspension.

Employees who are not expressly authorized, in the manner and within the limits established by data protection regulations, are prohibited from accessing, recording, processing, or disclosing the personal data of other Employees or third parties.

6. Fair Competition

Eurosystem conducts its business with fairness, loyalty, and in full compliance with the principles of competition law. Therefore, behaviors that are contrary to professional integrity, collusive, predatory, abusive of rights or of another party’s position of economic dependence, as well as any other conduct aimed at undermining the fairness, integrity, and competitive balance of the market, are not permitted.

Specifically, it is prohibited to:

  • Use the trade secrets of others;
  • Engage in conduct aimed at disrupting the normal operation of the economic and commercial activities of competitor companies;
  • Illicitly reproduce, imitate, or tamper with trademarks, distinctive signs, patents, industrial designs, or models owned by third parties;
  • Introduce into the national territory for commercial purposes, possess for sale, or otherwise distribute industrial products bearing counterfeit or altered trademarks or distinctive signs created by third parties;
  • Possess or distribute industrial products manufactured by infringing or unlawfully appropriating industrial property rights;
  • Use violence against property or fraudulent means aimed at preventing or disrupting the operation of an industry or commercial activity;
  • Damage, alter, or change the intended use of property in order to prevent or disrupt the operation of an industry or commercial activity;
  • Cause harm to national industry by selling or otherwise distributing, in domestic or foreign markets, industrial products bearing counterfeit or altered names, trademarks, or distinctive signs.

7. Quality of Organization and Business Management

Eurosystem operates with the aim of ensuring the quality of its services, as well as its organizational and business management practices, with a focus on the principles of:

  • Respect: In carrying out its activities, the Company is committed to complying with all applicable legal and regulatory provisions, as well as with this Code of Ethics. In particular, it promotes respect for individuals and among individuals, considering itself impartial in the decisions made during the course of its operations.
  • Transparency: The Company ensures transparent information that is appropriate to the context, complete, and understandable, so that everyone can make autonomous and informed decisions, as well as verify the consistency between stated objectives and the results achieved.
  • Good Faith: The pursuit of the Company’s interest can never justify conduct that violates the principles of diligence and good faith. Operations, actions, and behaviors carried out by those acting in the name and on behalf of Eurosystem must be inspired both formally and substantively by legality, protection of the Company, and fairness.
  • Honesty: The Company keeps its promises in order to earn the trust of all those it works with, based on transparent and responsible conduct.
  • Health and Safety in the Workplace: The Company promotes working conditions that protect the physical and mental well-being of individuals, providing workplaces that comply with current health and safety regulations. These principles guide the Company – and those managing workplace hygiene and safety on its behalf – in taking the necessary measures to protect workers’ health and safety. This includes risk prevention activities, information and training initiatives, and the establishment of an appropriate organizational structure and the necessary resources.
  • Trade Union Relations: The Company considers informed and attentive engagement with Trade Union Organizations to be a core element of its policy framework.

8. Environmental Protection

Eurosystem pays constant attention to environmental protection, considering it a fundamental asset to be preserved. Therefore, unlawful discharges, emissions, releases, and spills are expressly prohibited.

Recipients of this Code must also carry out their activities with a commitment to protecting the environment, in compliance with applicable regulations as well as the policies and procedures adopted.

In this context, the Company is committed to ensuring that service providers involved in waste management demonstrate compliance with regard to the nature of the services rendered with waste management regulations and environmental protection standards.

9. Smuggling

The Company condemns any behavior that may, even indirectly, facilitate the commission of smuggling activities.

Consequently, Eurosystem prohibits conducting business with individuals or entities involved in any way in smuggling activities or who, in any case, fail to comply with customs regulations by using methods aimed at evading customs duties. The Company therefore requires all suppliers and collaborators to strictly apply customs regulations in the context of import and export activities and prohibits the Recipients of this Code from engaging in any conduct aimed, in any way, at evading customs duties.

Finally, the Company is committed to establishing relationships with the Customs Agency based on the principles of maximum cooperation and transparency.

Part Two

Standards of Conduct and Relations with Stakeholders

10. Relations with Shareholders

Eurosystem ensures the respect of shareholders’ rights, including individual rights, and in particular guarantees the proper exercise of their rights of access and oversight at all times. The Company also ensures the exercise of shareholders’ administrative and property rights by providing appropriate information and adhering to the principle of equal treatment. Additionally, the Company monitors compliance with legal disclosure obligations and ensures adherence to statutory and regulatory provisions regarding the functioning of corporate bodies.

11. Shareholders’ Meeting

Eurosystem ensures the orderly conduct of shareholders’ meetings and the ability for entitled parties to exercise their rights to information, oversight, proposals, and voting in an informed and constructive manner. The Company ensures that adequate information is provided in advance of meetings and during their proceedings, including through the regular participation of Directors, and that the proper formation of shareholder resolutions is guaranteed.

12. Board of Directors

The Board of Directors performs its duties with diligence and integrity, ensuring that all its members receive adequate information regarding the items on the agenda. The Board also provides appropriate information to the Shareholders’ Meeting, in compliance with legal and statutory limits. All directors are required to maintain the confidentiality of any information and documents acquired in the course of their duties. Directors carry out their roles with independent judgment, dedicating the necessary time and effort, and paying particular attention to understanding the responsibilities and obligations related to their position.

  • Corporate Governance

In order to pursue its corporate and social mission with impartiality and fairness toward all stakeholders, Eurosystem adopts organizational and corporate governance solutions that, through a clear distinction of roles and responsibilities, ensure an appropriate balance of powers and separation of duties. Based on the principle of segregation of duties, this approach guarantees sound and prudent management in full compliance with applicable legal and regulatory provisions, as well as with the Company’s values and the principles outlined in this Code of Ethics.

The corporate bodies are involved in the process of adopting this Code and hold specific responsibilities regarding its implementation.

  • Relations with Statutory Auditors and External Auditors

The Company conducts its relations with Statutory Auditors and External Auditors with the utmost diligence, professionalism, transparency, cooperation, and availability, fully respecting their institutional roles. It ensures prompt and accurate execution of any requirements or requests they may issue. Data and documents are made available in a precise manner, using clear, objective, and comprehensive language to provide accurate, complete, faithful, and truthful information. Situations of conflict of interest must be avoided or, where unavoidable, duly disclosed in an appropriate manner and form. It is strictly forbidden to impede or hinder the performance of control or audit activities legally assigned to shareholders, other corporate bodies, or the auditing firm.

  • Management of Extraordinary Transactions

The directors, as well as those responsible for functions involved in any capacity in carrying out obligations related to extraordinary transactions (such as, by way of example, the distribution of profits and reserves, capital transactions, dealings with treasury shares or shares of subsidiaries and/or affiliated entities, mergers, demergers, and transformations), are required to act with honesty, fairness, prudence, and transparency, in full compliance with civil law provisions particularly those aimed at protecting the interests of minority shareholders and the Company’s creditors.
When preparing documents or reports related to the aforementioned transactions, Recipients must ensure the constant accuracy, completeness, and clarity of the information, as well as the utmost precision in the processing of data and information.

13. Relations with Employees and Collaborators

For Eurosystem, respect for employees is among the most important and decisive factors for achieving its objectives. To this end, in compliance with all applicable laws, regulations, and adopted corporate policies and through the appropriate functions the Company is committed to:

  • Select, hire, compensate, train, and evaluate Employees based on merit, competence, and professionalism, without any political, trade union, religious, racial, linguistic, or gender discrimination;
  • Adopt all necessary measures to prevent any form of favoritism in the personnel selection process by using objective and merit-based criteria, while respecting the dignity of candidates and safeguarding the Company’s efficiency and performance;
  • Provide newly hired personnel, also through the implementation of this Code, with clear and accurate information regarding the roles, responsibilities, rights, and duties of the parties involved.
  • Maintain consistent conditions necessary for the professional growth, knowledge, and skills of each individual by providing appropriate training for professional development and any other initiatives aimed at achieving this goal.
  • Promote employee participation in company life by providing participatory tools capable of gathering workers’ opinions and suggestions, ensuring their fullest involvement.
  • Ensure that no employee is ever compelled to perform tasks, services, or favors that are not required under their employment contract or their role within the company.
  • Ensure a work environment in which relationships among colleagues are guided by principles of loyalty, fairness, collaboration, mutual respect, and trust.
  • Specifically oppose any form of intimidation, hostility, isolation, undue interference or coercion, sexual harassment, incidents of mobbing, stalking, psychological violence, and any discriminatory behavior or conduct that undermines personal dignity, both within and outside the company premises.

In entering into contracts with employees and collaborators, the Company complies with the rules established by the applicable legislation at the time and by the prevailing collective bargaining agreements.

Eurosystem protects employees from actions that may harm their dignity and is committed to safeguarding their moral integrity by ensuring the right to working conditions that respect human dignity and the full exercise of trade union and political rights.

In managing relationships with employees and collaborators, the Company recognizes and protects all the rights to which they are entitled, also in consideration of their subordinate position within the Company’s managerial, organizational, and hierarchical structure. It is not permitted to request from employees or collaborators, as a duty to their superiors, any conduct that is contrary to the provisions of this Code. Finally, in its dealings with employees, the Company maintains ongoing communication with trade union representatives, considering dialogue with them an essential element for the development and appreciation of human resources.

On the other hand, Employees’ conduct in pursuing objectives and carrying out any operation must be guided by the principles of honesty, transparency, loyalty, integrity, and fairness, in compliance with company policies as well as with applicable laws and regulations.

The belief that one is acting in the Company’s best interest can in no way justify behavior that conflicts with the principles set out in this Code of Ethics, whose broad compliance is fundamentally important for the proper functioning and reputation of the Company.

Between Eurosystem and its employees—at all levels—there exists a relationship of full trust, within which it is the employee’s primary duty to use the company’s assets and their professional abilities to pursue the corporate interest, in accordance with the principles set forth in the Code of Ethics, which embody the values the Company upholds.

14. Human Resources Training and Development

Eurosystem safeguards and promotes the training of its employees and collaborators with the aim of enriching their experience and professional and cultural development. In this context, communication between management and employees and collaborators is of particular importance, in order to provide them with behavioral and professional guidance.

In general, and in compliance with the provisions of the Organizational, Management and Control Model pursuant to Legislative Decree 231/01, the Company establishes and implements training initiatives aimed at increasing employee awareness on issues of ethics, legality, and anti-corruption, with the goal of pursuing the three main objectives within its prevention strategies, namely:

  • reduce the opportunities for unlawful acts to occur;
  • increase the ability to identify unlawful acts;
  • create an environment that discourages the commission of unlawful acts.

All personnel attach the utmost importance to the content of such training activities, embracing them as essential principles in the performance of their respective duties.

15. Protection of Human Resources

Human resources are an indispensable element for the existence and growth of Eurosystem, which considers the professionalism and commitment of its employees and collaborators as essential values for achieving its objectives. For this reason, Eurosystem pays particular attention to enhancing, protecting, and developing the skills and competencies of all its Employees, maximizing their potential and professionalism, and promoting the exchange of information and experiences through communication initiatives aimed at sharing knowledge and corporate values.

This commitment is also reflected in the daily effort to share skills and knowledge, including through the use of innovative systems, as well as in establishing a relational framework that prioritizes teamwork over hierarchical relationships.

In this context, the Company offers all its Employees equal employment opportunities, based on their professional profiles, specific skills, and performance abilities, without any discrimination.

The Company respects and protects the dignity, health, and safety of its employees and collaborators. To this end, Eurosystem:

  • opposes all forms of discrimination based on race, social class, nationality, religion, disability, age, gender, sexual orientation, union membership, or political affiliation, etc.;
  • requires refraining from adopting behaviors or actions that create an intimidating or hostile work environment or that negatively interfere with others’ work performance, as well as from any act or behavior that is harassing.

The Company complies with current regulations regarding workplace safety and hygiene, developing an efficient risk prevention system and continuously taking technological advancements in the field into account.

In order to preserve the health, safety, and well-being of all personnel as well as third parties who visit the company facilities, each Recipient must exercise the utmost care in carrying out their activities, observing all established safety and prevention measures to avoid any possible risk to themselves and others.

The Company specifically protects the physical and moral integrity of its employees and collaborators, ensuring working conditions that respect individual dignity, in full compliance with individual and collective contracts, the Workers’ Statute, as well as current regulations concerning workers’ safety and health.

Company representatives who hold roles sensitive to health and safety commit to complying with the related rules and obligations concerning prevention and protection, while setting excellence goals that go beyond mere compliance, fully aware of the importance of safeguarding health, safety, and personal well-being.

The Company ensures that no acts of violence or psychological coercion, as well as any attitudes or behaviors that undermine a person’s dignity, are carried out.

Eurosystem also ensures that:

  • no behaviors are engaged in that aim to induce or force, directly or indirectly, employees to adopt conduct that violates this Code of Ethics or internal regulations;
  • child labor, forced labor, and illegal labor are not used or encouraged;
  • working hours are recognized in accordance with the law;
  • a fair wage is paid to the worker;
  • freedom of union association and the right of workers to be protected through collective bargaining.

In particular, the employee has the right, by way of example and not limited to:

  • to the economic and regulatory treatment provided by the applicable collective labor contract and by the provisions of current legislation;
  • to perform the duties connected to their qualification or, if applicable, to a higher qualification in accordance with current laws and collective bargaining agreements;
  • to receive appropriate professional training, taking into account the individual needs and characteristics of each person;
  • to the protection of safety and health in the workplace, as well as the confidentiality of personal data, in accordance with the company regulations in force, current legislation, and the principles set forth in this Code of Ethics;
  • to the management of working hours and overtime in compliance with current sector legislation and to remuneration in accordance with the relevant laws.

16. Processing of Personal Data of Employees and Collaborators

The privacy of employees and collaborators is protected through the adoption of appropriate rules regarding the type of information to be requested and through the use of specific methods for processing and storing personal data. The processing of personal data of employees and collaborators is permitted only in compliance with current legislation and, in any case, providing them with the fullest possible information and assistance.

17. Principles of Conduct for Employees and Collaborators in Their Relations with the Company

The behavior of every employee and collaborator conforms to the principles of professionalism, transparency, fairness, and honesty, as well as to the respect of the rules set forth by the Code of Ethics, the contractual norms governing the employment relationship with Eurosystem, and the provisions and instructions related to company activities.

Eurosystem believes that managerial efficiency, a culture of control, and the timely implementation of company procedures are essential elements for achieving its objectives. Recipients are required to strictly comply with the company’s internal procedures and instructions.

Recipients must also act according to their respective authorization levels and retain all appropriate documentation to keep track of the actions taken on behalf of the company.

Decisions made by each employee and management must be guided by the principles of sound and prudent management, with the awareness that they contribute to achieving positive company results.

The Company ensures that employees and collaborators act in accordance with company policies and behave with loyalty, helpfulness, and courtesy toward colleagues and others they interact with, both inside and outside the workplace, during the performance of their duties.

Any employee or collaborator who becomes aware of violations or attempted violations of this Code of Ethics within the company is required to report them to their immediate superior if committed by other employees or collaborators, or to the Supervisory Body referred to in Part Three of this Code of Ethics if committed by their own superiors.

If reports are found to be unfounded and made with malicious intent, the responsible employee or collaborator may be subject to sanctions as provided by the Disciplinary and Sanctioning System.

Use of Company Assets, Equipment, and Resources

Employees and collaborators are required to use the assets, equipment, and resources provided to them in accordance with their intended purpose, in a way that protects their preservation and functionality, and with the utmost care and caution, also to prevent damage to property or individuals.

In using company assets, equipment, and resources, employees and collaborators are therefore required to act responsibly and in accordance with the operational procedures established to regulate their use. Each employee and collaborator is responsible for the assets, equipment, and resources entrusted to them and must promptly inform their supervisor of any improper or harmful use that may affect the Company’s property.

Regarding computer or telematic systems protected by security measures, it is expressly prohibited to access them unlawfully or to obtain, reproduce, distribute, communicate, or deliver codes or passwords that allow access.

In any case, regarding computer or telematic systems, it is prohibited to:

  • damage or destroy them;
  • damage or destroy the information, data, or programs contained within or related to them;
  • cause their total or partial interruption or alter their functioning;
  • intercept communications related to them.

The company’s data and information assets are strategic for Eurosystem; therefore, each Recipient is required to protect them and to adopt appropriate measures to prevent damage and unauthorized disclosure of information.

All employees must also work to reduce the risk of theft, damage, or other external threats to the resources assigned to them or present within the company, promptly informing the appropriate departments in case of any unusual situations.

19. Relations with Third Parties

The Company is committed to applying general principles of fairness, transparency, and integrity during business negotiations and in every commercial relationship with representatives of Public Administration, as well as with clients and suppliers. In particular, the following are prohibited:

  • evaluating proposals or promises of employment and/or business opportunities that could personally benefit employees of the Public Administration, clients, suppliers, or administrators;
  • offering gifts, donations, benefits—even indirect ones—goods, services, performances, or favors that are not due or that exceed ordinary acts of courtesy;
  • soliciting or obtaining confidential information that could compromise the integrity or reputation of either party, as well as cause direct or indirect benefits for oneself or for Eurosystem;
  • taking actions aimed at improperly influencing the decisions of the other party.

Sponsorships or donations are carried out within established internal processes and, in any case, for events that pursue cultural purposes, social integration and support, environmental development, or that hold significant cultural or charitable value.

Furthermore, managers, employees, or collaborators in any capacity within the Company must not accept any goods or services, gifts, benefits, favors, or donations that go beyond ordinary acts of courtesy, whether from external or internal parties.

An employee who receives gifts or special treatment from Public Administration officials, clients, or suppliers that exceed ordinary acts of courtesy must immediately report it to the manager of the relevant business unit or to the Supervisory Body.

If disagreements arise with third parties during the course of company activities, the Company is willing to seek conciliatory solutions in order to resolve conflicts in the best possible way.

20. Selection and Relations with Suppliers

Relations with Suppliers must be conducted with fairness, transparency, and impartiality by qualified personnel. The Company intends to engage exclusively with suppliers who operate in compliance with current legislation and the rules set forth in this Code.

In the selection and relations with suppliers, Eurosystem objectively and comprehensively evaluates the economic convenience, technical and financial capabilities, and overall reliability of its counterparts. In particular, the Company takes into account factors such as financial solidity, skills, expertise, professionalism, project resources, know-how, and the adoption of appropriate quality control systems.

The Company ensures that negotiations and contractual relations with suppliers and other counterparts are conducted with the utmost fairness and integrity, and in full compliance with applicable laws and regulations.

Under no circumstances may the Company’s decision-making bodies favor one supplier over another based on personal relationships, favoritism, or advantages, nor may they engage in discriminatory behavior during procedures leading to the signing of contracts.

When purchasing machinery, equipment, and safety devices in general, the selection of suppliers must also be based on their ability to provide products that comply with mandatory environmental, safety, and workplace hygiene regulations, as well as with any certification and suitability requirements set by law.

In the procedures for outsourcing services and activities to third parties to be carried out within the company under contracts for works, services or supply, all Eurosystem functions involved are committed to verifying the technical and professional suitability of third parties, with particular attention to mandatory health and safety requirements as well as compliance with applicable labor law regulations.

As a general rule, in the case of long-term supply projects, contracts that are effectively unfair are to be considered prohibited. This includes short-term contracts that require continuous renewals and may lead to ongoing requests for price revisions.

It is also prohibited to induce a supplier to enter into an unfavorable contract based on the illusory hope of a more advantageous contract in the future.

If the assignment is extended to other parties, such as in the case of subcontracted activities, the supplier must commit to ensuring the same regulatory compliance and protections for all other parties involved in the supply chain.

Eurosystem also commits, in the context of software and application research and development, as well as in the registration of patents, to protecting all rights related to the intellectual and/or industrial property of suppliers and consultants.

If a supplier engages in behavior that is not in line with legal regulations and the binding principles of this Code, Eurosystem will take the most appropriate measures (e.g., early termination of the contract, application of penalties, exclusion from future collaborations, etc.), and will also consider the possibility of seeking and obtaining compensation for damages suffered due to harm to its image and reputation.

To this end, the contractual regulation of relationships with third-party suppliers must necessarily include express termination clauses containing the provisions outlined above.

21. Relations with Clients

Eurosystem’s primary objective is the full satisfaction of the needs of the parties to whom it provides its services, as well as the establishment of a relationship based on fairness, transparency, and efficiency, and is committed to ensuring:

  • the provision of high-quality IT and telematic products and services that meet the client’s reasonable expectations and ensure their safety and well-being, while striving to minimize any form of disruption or delay;
  • truthfulness in technical documentation and product certification, ensuring that Recipients refrain from any form of unfair or deceptive behavior that could lead clients or suppliers to rely on unfounded facts or circumstances;
  • maximum transparency, fairness, and clarity in contract agreements and any preliminary negotiations, avoiding abuses of dominant positions or potentially unfair behaviors, thus allowing parties to make clear and informed decisions;
  • conducting commercial relationships with clients with utmost consistency and free from influences of a personal nature (e.g., friendship or family relationships, personal interests, etc.);
  • maximum attention to improving the quality of the product and service provided;
  • appropriate handling of complaints and suggestions received from clients, using suitable and timely communication systems.

The Company ensures that negotiations and business relationships with the parties to whom it provides its services are conducted with the utmost fairness and integrity, and in compliance with current regulations. Relationships with these parties are governed by specific agreements structured clearly and comprehensibly.

Finally, Recipients are prohibited from offering gifts, money, or other benefits, or exerting undue pressure on anyone required to provide statements in judicial proceedings, in order to influence their behavior or engage in any activities that might disrupt the regular conduct of judicial proceedings.

22. Relations with Consultants

In the selection of its consultants, Eurosystem acts impartially and without discrimination, adopting criteria based on merit, competence, and professionalism. Relationships with consultants are regulated by specific agreements structured with maximum clarity and comprehensibility.

23. Relations with Institutional Bodies

In its relations with Institutional Bodies, Eurosystem is guided by the principles of transparency, professionalism, full cooperation, integrity, and professional fairness, avoiding influencing their decisions or seeking preferential treatment by promising, offering, or granting payments or other benefits.

The Company maintains relationships with these entities characterized by full and active cooperation, promptly providing any information requested by them during investigative activities, and complying with issued measures.

In relations with Institutional Bodies aimed at enabling the Company’s evaluation of legislative and administrative activities in sectors of interest, the Company adopts, in all cases, fair and transparent conduct, avoiding any collusive or coercive behaviors.

24. Relations with Political Parties, Trade Unions, and Associations

Eurosystem neither favors nor discriminates against any political or trade union organization. Moreover, the Company does not provide contributions, directly or indirectly, to political parties, committees, political movements, their representatives, or candidates, and refrains from any form of pressure aimed at obtaining favors or preferential treatment.

Similarly, the Company does not provide contributions, directly or indirectly, to trade union organizations or consumer protection associations to influence their conduct in judicial proceedings involving the Company or to prevent potential disputes related to its initiatives and activities.

However, contributions to the activities of political parties, organizations, and associations, including financial contributions, are possible only in cases and according to methods permitted by law, within the context of clearly identified projects and initiatives, and in compliance with precise behavioral criteria, such as a clear and documented allocation of resources and express authorization from corporate bodies or managers responsible for managing such relationships.

25. Contributions and Sponsorships. Relations with the Press and Media

Eurosystem carries out projects and activities ensuring full transparency in its choices, strictly observing Italian or local laws and regulations of the country in which the Company operates.

Any sponsorships or patronage activities promoted by the Company may involve sporting events, performances, restorations of artistic and archaeological heritage, cultural events, or initiatives related to social, humanitarian, and environmental themes, provided they offer guarantees of quality and are events whose success the Company can meaningfully support.

Participation in committees, associations, or events of any type in the name of or representing the Company must be expressly authorized.

In any case, when entering into sponsorship or patronage contracts, the Company maintains fair and transparent conduct, avoiding any pressure on the parties involved.

The Company, in compliance with regulations, promptly and thoroughly provides information, clarifications, data, and documentation requested by corporate bodies responsible for overseeing management, public supervisory authorities, institutions, bodies, shareholders, suppliers, and others.

Any request for information from the press or media received by Eurosystem personnel must therefore be communicated to those responsible for external communications.

Without prejudice to obligations regarding privileged and confidential information and any other disclosure obligations that the Company may be subject to under laws and regulations, relations with the press and other media are managed exclusively by the competent corporate functions.

The Company ensures, in all cases, that the information disseminated is truthful, transparent, and consistent with corporate policies. Information provided to Stakeholders is complete and accurate, enabling Recipients to make correct and informed decisions.

Eurosystem’s advertising respects ethical values, protects minors, and rejects vulgar or offensive messages.

Eurosystem encourages its employees to use social networks and the web responsibly in order to prevent improper use that could harm the Company and its clients.

26. Relations with the Public Administration

Relations between members of corporate bodies, employees, and collaborators of Eurosystem and the Public Administration, whether Italian or foreign, must always be guided by the principles of legality, loyalty, fairness, and transparency as expressed by our legal system, with specific regard to the purposes outlined in Legislative Decree n. 231/2001.

Recipients, unless expressly authorized, may not engage with Authorities or the Public Administration in the name or on behalf of Eurosystem. In dealings with Public Officials, Public Service Officers, and the Public Administration in general, authorized Recipients adhere to the highest standards of fairness and integrity, refraining from any form of explicit or implicit pressure aimed at obtaining undue advantages for themselves or for the Company.

In particular, members of corporate bodies, executives, employees, and collaborators are expressly prohibited from:

  • inducing someone into error by using tricks or deceptions to obtain an unjust profit to the detriment of the State, another public entity, or the European Union. In particular, compliance with the law and proper commercial practice is recommended in relation to tenders, negotiations, concessions, licenses, and requests for funding, contributions, grants, and disbursements from the State or other Public Administration bodies;
  • using or submitting false statements or documents, or omitting required information, to obtain contributions, funding, subsidized loans, or other similar disbursements granted or provided by the state, other public entities, or the European Union;
  • using funding obtained from the State, another public entity, or the European Union for purposes other than those intended, to support different initiatives;
  • altering the operation of a computer or telematic system by manipulating the data or programs contained therein in order to obtain an unjust profit and harm the Public Administration;
  • accepting money in exchange for services not owed: anyone who receives such requests must suspend all relations with the parties involved and inform the Supervisory Body in writing;
  • offering or promising, even indirectly, money or other benefits to omit or delay actions or to perform acts contrary to one’s duties;
  • promising or granting money, advantages, or other benefits in order to obtain the issuance of authorizations, permits, or other measures from the Public Administration, as well as contributory, social security, and welfare benefits;
  • preventing or obstructing the exercise of inspection functions by the Public Administration in order to avoid the imposition of a sanction or to negotiate its amount;
  • to engage in fraudulent, deceptive, or unfair behavior that may mislead the Public Administration during and as a result of public procurement procedures, or to act in ways contrary to the provisions of this Code of Ethics, with the aim of improperly promoting or favoring the interests of the Company.

Only the giving of gifts of a symbolic nature or modest value, attributable to promotional activities or acts of courtesy, is permitted.

27. Financial Statements and Other Corporate Communications and Tax Management

Eurosystem considers transparency in accounting, financial statements, reports, and other corporate communications required by law as a fundamental principle in business conduct and ensures that its financial, accounting, economic, and asset activities are accurate and transparent.

In the preparation and approval process of the financial statements, as well as in the creation and dissemination of corporate communications in general, the corporate bodies and involved company functions ensure compliance with legislative, statutory, and regulatory provisions, as well as the proper documentation and accurate recording of acts and decisions taken. The corporate bodies and involved company functions guarantee, in carrying out these activities, correct and transparent conduct, committing to provide full cooperation and, within the limits of legal or statutory provisions, accurate and clear information, data, estimates, and analyses, in order to enable the preparation of accounting documents, reports, or other corporate communications that are truthful, complete, and not misleading to recipients.

All entries recorded in the accounting system must therefore be supported by complete, clear, and adequate documentation, avoiding any form of omission, falsification, and/or irregularity. This documentation must be archived and easily accessible to allow, at any time, verification of the reasons and characteristics of the transaction, as well as identification of the individuals who physically carried out the transaction, granted the authorizations, and performed the checks.

In the case of assets or economic elements based on assessments and estimates, their recording must be guided by principles of reasonableness and prudence.

In no case will the maintenance or preparation of deliberately false or fabricated documentation be justified or excusable if it significantly alters the truthful representation of the Company’s administrative and accounting situation.

Similar conduct is expected from the corporate bodies and other parties involved with respect to accounting activities and towards individuals required—by law or by the Company’s decision—to provide opinions, reports, estimates, or other judgments concerning documents, acts, or transactions related to the Company itself.

Every operation, action, and transaction carried out by the Company must be promptly recorded and documented to allow verification of the decision-making, authorization, and execution processes.

Eurosystem guarantees full compliance with the principles of transparency, accuracy, traceability, and segregation of duties in both the management of financial flows and the handling of corporate, fiscal, and tax obligations.

The Company and all those engaged in these areas, including external collaborators and consultants, commit to complying with all applicable corporate, administrative, financial, fiscal, and tax regulations, as well as accounting and financial procedures, to prevent irregularities, illegitimacies, and violations of specific laws, with the aim of combating tax crimes as outlined in Legislative Decree n. 74/2000 concerning income and value-added taxes. All financial, economic, and accounting information must be supported by adequate documentation that allows verification of the decision-making and authorization process at any time.

28. Anti-Money Laundering and Self-Laundering

Eurosystem is committed to implementing effective measures against money laundering both to comply with current laws and to protect itself from the risk of being used as a tool for such illicit practices. Therefore, all Company collaborators, regardless of their role, must never engage in or be involved in activities that imply receiving, laundering proceeds from criminal activities in any form or manner, or operations involving the use of money, assets, or benefits of illicit origin. In particular, Recipients are required to comply with all national and international provisions regarding organized crime and money laundering, and are expressly prohibited from engaging in or allowing others to engage in criminal or otherwise unlawful activities. With regard to the offense of self-laundering, Eurosystem prohibits all its collaborators, regardless of their role, from transferring, substituting, or using sums of money derived from the commission of a non-negligent crime or originating from illicit activities such as, by way of example and not limited to, tax evasion, corruption, and misappropriation of corporate assets, in a manner that effectively obstructs the identification of their criminal origin.

Part Three

Enforcement Tools of the Code of Ethics

29. Internal Control System

Compliance with the provisions of this Code is entrusted to the prudent, reasonable, and careful oversight of each Recipient, within their respective roles and functions within the company.

All Recipients are encouraged to report to their direct supervisors any facts or circumstances potentially in conflict with the principles and provisions of this Code, as well as to seek guidance from them whenever clarification is needed regarding the application of the Code’s rules.

Any violations committed by one’s own hierarchical superior must instead be promptly reported in writing to the Supervisory Body and will be handled with confidentiality guaranteed for the whistleblower.

Eurosystem management and the designated bodies take all necessary measures to put an end to violations, and may apply any disciplinary actions in compliance with the law and workers’ rights, including union rights.

Relationships among employees, at all levels, must be based on fairness, loyalty, and mutual respect. Therefore, any abuse of the duty to report, as regulated in this chapter, for purposes of retaliation or mere imitation, is subject to sanction.

With regard to supervision of the implementation of the Code, the Supervisory Body is responsible for the following tasks:

  1. monitoring the operation and compliance with this Code of Ethics;
  2. overseeing its updating: to this end, the Supervisory Body formulates appropriate update proposals to the Company’s Management, which evaluates, and if appropriate, approves and formalizes them.

It is reminded that the Supervisory Body (OdV) maintains the requirements of autonomy and independence, assumes investigative and control powers, as well as initiative powers necessary to perform its assigned functions.

Violations of the principles and provisions contained in this Code, or the objective impossibility for Recipients to implement them, must be promptly reported in writing to the Supervisory Body, which will then carry out the necessary investigations and, if violations are confirmed, inform the Board of Directors responsible for imposing disciplinary or contractual sanctions.

All reports received by the Supervisory Body are handled with protection against any form of retaliation, discrimination, or penalty against whistleblowers; the Supervisory Body ensures the confidentiality of the identity of the person making the report, subject to legal obligations and the protection of the rights of those wrongly or maliciously accused.

The Supervisory Body undertakes all initiatives, both inspection and advisory support, to ensure compliance with and implementation of the Code of Ethics.

30. Dissemination and Awareness of the Code of Ethics

Eurosystem organizes specific training programs, appropriately tailored according to the seniority, role, and organizational responsibilities of the participants, to ensure widespread dissemination of the Code of Ethics and a proper understanding of it within the company. A copy of the Code of Ethics will be made available internally. The Company also ensures maximum dissemination of the Code externally by providing necessary interpretative support of its provisions, in order to fully inform clients, suppliers, consultants, and all other stakeholders, both private and institutional, about the values it intends to promote and, more generally, the corporate policy it adheres to.

31. Non-Compliance and Sanctions

The internal control system is focused on adopting tools and methodologies aimed at mitigating potential business risks, in order to ensure compliance not only with laws but also with internal provisions and procedures.

Indeed, violations of the principles established in the Code and the procedures outlined in internal controls undermine the trust relationship between the Company and its directors, employees, consultants, collaborators in various capacities, clients, suppliers, and commercial and financial partners.

Such violations will therefore be promptly and decisively addressed by Eurosystem through the adoption of appropriate and proportionate disciplinary measures.

The consequences of violations of the Code of Ethics and internal protocols must be taken into account by all individuals who, in any capacity, have relationships with Eurosystem. Depending on the severity of the conduct committed by the individual involved in any of the illicit activities outlined in the Code, the Company will promptly take appropriate measures, regardless of any criminal prosecution initiated by judicial authorities.

The identification and application of sanctions will always take into account the general principles of proportionality and adequacy relative to the violation committed.

In all the aforementioned cases, Eurosystem also reserves the right to take any actions it deems appropriate to seek compensation for damages suffered as a result of conduct violating the Code of Ethics.

  • Employees and Middle Managers

Behaviors by employees and middle managers that violate the rules contained in the Code of Ethics constitute breaches of the obligations inherent to the employment relationship, also pursuant to Articles 2104 and 2106 of the Civil Code, and disciplinary offenses, which are sanctioned by applying measures corresponding to those identified in the applicable National Collective Labor Agreement. Sanctions are graduated according to the severity of the behavior punished and are imposed in compliance with the provisions of the Organizational Model adopted pursuant to Legislative Decree no. 231/2001.

  • Executives

The behavior of an executive that constitutes a violation of the conduct rules contained in the Code of Ethics may justify the application of the most appropriate measures, to be imposed in compliance with the provisions of the Organizational Model adopted pursuant to Legislative Decree n. 231/2001.

  • External collaborators, quasi-subordinate workers, suppliers, contractors, and subcontractors

The behavior of individuals engaged with the Company through a collaboration agreement that constitutes a violation of the conduct rules contained in the Code of Ethics may justify, according to the provisions of the individual contract, the specific supplementary letter of the individual contract signed for acceptance, or partnership agreements, the adoption of the most appropriate measures, in compliance with the provisions of the Organizational Model pursuant to Legislative Decree no. 231/2001, without prejudice, in any case, to the Company’s right to seek compensation if it has suffered damage as a result of such behavior.

  • Directors

The Board of Directors, upon identifying—even following a report from the Supervisory Body any violation of the conduct rules contained in the Code by the Chairman, Directors (including Executive Directors), or Executives, shall, after consulting the Supervisory Body, take the most appropriate measures. These may include the recall of operations within delegated powers, modification or revocation of such delegations, and convening the Shareholders’ Meeting for the possible adoption of measures against the individuals concerned, including, in the most serious cases, those provided for under Articles 2383 and 2393 of the Civil Code.

Approved by the Board of Directors of Eurosystem S.p.A. on January 23, 2024;

The Chief Executive Officer Dr. Gian Nello Piccoli