ETHICAL CODE

This code expresses the commitments and ethical responsibilities in the conduct of business and business activities, undertaken by Civitanavi Systems Srl (hereinafter also the “Company”), and therefore by its directors, employees and collaborators in every sense.

It is the Company’s conviction that ethics in conducting its business is an indispensable condition for its success, an instrument to promote its image and represents an essential asset of society. To this, Civitanavi Systems Srl has decided to adopt the present code of ethics (hereinafter also the “Code”) which, in line with the principles of fairness, loyalty and honesty already shared by the company, is aimed at regulating through behavioral rules. , the activity of the company itself.

This Code must be considered binding on the Company and for all its employees and collaborators. Civitanavi Systems Srl it also requires that all the main stakeholders of the Company (this means participating companies, suppliers, employees and trade unions, members, customers, the local civil community, local authorities and institutions in general, non-profit associations , as well as all other interlocutors with whom and on occasions when the Company is interacting in the performance of its activity) adhere to conduct in line with the general principles of the Code itself, without prejudice to respect for religious and cultural specificities , social, with respect to which the Company makes no distinction.

Furthermore, this Code is an integral part of the organization, management and control system implemented by the Company pursuant to Legislative Decree dated June 8, 2001, no. 231, “governing the administrative liability of legal entities, companies and associations, even those without legal personality, pursuant to Article 11 of the Law of 29 September 2000, No. 300”.

This Code consists of:

  • the general principles on relations with stakeholders, which abstractly define the reference values in the activities of Civitanavi Systems S.R.L .;
  • the criteria of conduct towards each class of stakeholders, which specifically provide the guidelines and standards to which the collaborators of Civitanavi Systems Srlare obliged to abide by the respect of the general principles and to prevent the risk of unethical behavior;
  • the implementation mechanisms, which describe the control system for the observance of the Code itself and for its continuous improvement.

The Company provides – in order to make this Code knowable and effective towards all employees and collaborators as well as third parties external to the company – on its publication on the Company’s website (www.civitanavi.com) and on bulletin boards business.

PRELIMINARY PROVISIONS

Civitanavi Systems Srl develops and produces inertial sensors and navigation systems (gyroscopes, gyros, attitude gauges) for maritime, land and avionics applications.

– Scope of application and effectiveness of the Code

The provisions of this Code shall apply to recipients unless otherwise provided by the Code, but without prejudice to the application of mandatory rules of law and the contract (including the national collective bargaining, territorial and corporate) from time to time applicable to their relations with Civitanavi Systems Srl

This Code also applies to third parties with whom Civitanavi Systems Srl maintains relationships, in compliance with the law or with the agreements stipulated with them and within the limits established by the Code itself.

– Effectiveness of this Code towards Employees, Collaborators, Managers and Corporate Representatives

Compliance with the Code is an essential part of the employees’ contractual obligations in compliance with, to the purposes of and in pursuance of Art. 2104 of the Italian Civil Code. The Code’s principles and contents embody the duties of diligence, loyalty and good faith in performing work tasks, thus helping qualify the correct performance of said tasks. To this end every employee signs an acknowledgment of receipt of a copy of the Code as well as of the commitment to adhere to its contents.

Compliance with the Code is also required from long-term consultants and suppliers of machinery and services who can access Civitanavi Systems’ computer network in any capacity; they shall confirm in writing receipt of a copy of the Code and shall commit to adhere to them.

The other suppliers, consultants and third parties involved in Civitanavi Systems’ activities are made aware of the Code and are required to commit to compliance with its principles and rules of conduct.

– General Principles

The Company intends to conduct its business according to sustainable development principles that meet the needs of today’s generations, without affecting the ability of future generations to meet theirs. The Company specifically pursues economic efficiency without jeopardizing social development and the environment.

Civitanavi Systems Srl promotes and defends fundamental human rights, rejecting in its internal and external relationships any discrimination based on sex, ethnicity, language, religion, political affiliation, sexual and other personal and social conditions.

The Company acts in strict compliance with national and international laws as applicable in Italy and in any other country in which it operates. It is aware that the adoption of and adherence to ethical principles play an essential role in preventing general wrongdoing and all offences for which legal persons are liable under Italian Legislative Decree No. 231 of 8th June 2001. To this end the Code’s rules of conduct are the basic reference with which the recipients are required to comply in the performance of any sensitive corporate tasks under the above-mentioned Decree and in all relationships with stakeholders, in particular the Public Administration and public officials and employees.

Civitanavi Systems Srl is also compliant with all principles of integrity and transparency; and it carries out operations and transactions that are properly authorized, verifiable, consistent and adequate. Civitanavi Systems Srl firmly rejects corruption as a way of conducting business, nobody being allowed to either promise or give money or other benefits in order to receive undue services, or to request or receive money or other benefits for the performance of undue services.

As an entity working in a field of strong technological development and also carrying out activities based on intellectual property of third parties, Civitanavi Systems Srl is aware of the importance of intellectual property and consequently respects and protects the contents in its various forms, in particular patents, trademarks, trade and industrial secrets and know-how in general.

The Company acknowledges that fair competition is essential in the development of business activities and consequently never adopts any conduct or takes any action opposed to free fair competition.

The adoption of any conduct in contrast with the inspiring principles of the Code can never be justified by the conviction of acting for the benefit or on behalf of Civitanavi Systems Srl.

 

RELATIONSHIPS

– Relationships with Customers

The Company considers as its own customer whoever benefits from its services.

The Company does not discriminate against any customers without having objective reasons and its relationships with them are based on availability, professionalism and honesty, as well as on this Code’s general principles, i.e. human rights, financial integrity, intellectual property protection and fair competition.

Considering customer satisfaction an essential element of any proper customer relationship, Civitanavi Systems Srl makes use of procedures and tools designed to verify and assess customer satisfaction levels in order to be able to take timely actions and quickly and effectively improve such levels, if needed. Civitanavi Systems Srl provides clear feedback to customers’ remarks, requests and complaints.

The Company takes all measures needed to ensure that the processing of customers’ data is compliant with statutory and regulatory provisions and that said data is kept confidential according to the customers’ specific instructions and what provided for in internal regulations. In any case the Company uses any information disclosed to it only in close connection with and based on its business relationships, thus excluding any insider trading conduct.

Likewise Civitanavi Systems Srl keeps all technical or commercial information disclosed to it in the course of the relationship with the customers safe and confidential.

In pursuing the technological innovation of its business in order to anticipate market needs and meet customer requirements, Civitanavi Systems Srl devotes suitable resources to the study and development of new techniques and solutions. It also takes care of the continuous training of its staff, who are expected to be familiar with the most innovative operational techniques and solutions and able to properly apply them.

The Company ensures the safety of customer products, their strict compliance with all regulatory and technical standards, and the adoption of appropriate control procedures.

Civitanavi Systems Srl avoids all misleading, aggressive or otherwise improper practices in advertising and marketing communications with its customers, such communications including transparent exhaustive information on the Company’s activities and services.

The gifts extended to customers or their representatives by their employees or with a commercial role are allowed only when they are symbolic in nature and cannot therefore abstractly motivate favorable treatment by the customer or his representative.

The Company intends to protect the value of fair competition and therefore refrains from a collusive, predatory or characterizing behavior of the abuse of a dominant position.

Therefore, Civitanavi Systems Srl does not wish to take advantage of falsification, concealment, and abuse of confidential information, false declarations of material facts and any other unfair action.

Civitanavi Systems Srl  carefully assesses the feasibility of the services required by its customers as concerns any regulatory, technical and economic conditions; and it never takes on any contractual commitments that are likely to cause it to have to save on the quality or safety of its products and services. In particular, the Company’s primary goal is the production of sensors and inertial navigation Systems (gyroscopes, gyrocompasses, attitude gauges) as characterised by parameters that ensure quality and safety levels suitable for a long lifespan.

At the same time, the Company guarantees compliance with the regulations on the export of DUAL USE products and the correct management of Italian and international regulations regarding armament materials.

– Relationships with Suppliers

The Company considers as its own suppliers:

  1. Whoever markets and/or manufactures and/or provides other services related to the products and/or parts of products to be processed and/or incorporated into sensors and inertial navigation systems of the Company;
  2. Whoever produces or markets any intellectual property, including any property incorporated into corporate tools or machinery and/or whoever carries out supplies and/or provides support services not directly related to the products (e.g. IT, SW and HW design, management and maintenance services, advice services and provision of consumer as well as non-consumer goods etc.).

The Company’s procurement is based on the quality and cost of any goods and services on offer, on the suppliers’ economic and technical reliability, and on timely deliveries – all current and future suppliers being consistently handled based on said requirements.

Civitanavi Systems Srl is committed to preserving the health and safety of all suppliers and any employees/collaborators that may happen to be working on the Company’s premises in compliance with the current legislation; and it requires said suppliers to respect under all circumstances workers’ rights and child labor protection.

The Company adopts special transparent and impartial procedures in order to assess the suppliers’ reliability and competence, the cost-saving potential of their offers, and their ability to ensure timely performance and assistance.

Company’s relationships with its suppliers are based on fairness and loyalty.

– Relationships with employees

Whoever has a work relationship with Civitanavi Systems Srl aimed to achieve the corporate purpose will be deemed a Civitanavi Systems Srl  employee.

Civitanavi Systems Srl rejects any discrimination against employees based on sex, ethnicity, religion, and political affiliation, sexual and other personal and social conditions. In particular, Civitanavi Systems Srl fosters and promotes equal opportunities for men and women. Staff selection observes the non-discrimination principle based on the Company’s actual specific needs and the professional requirements of the different positions.

Civitanavi Systems Srl promotes a work environment where the dignity of each individual is ensured and personal relationships are based on respect, honesty, fairness and cooperation. In particular, Civitanavi Systems Srl does not engage in any action and conduct that are not covered by applicable collective and individual labor agreements, thus respecting employees/collaborators’ personal dignity – even when exercising its powers of authority and hierarchy – and avoiding all forms of abuse.

The Company emphasizes the value of individual skills, capabilities and commitment through consistent assessments, also in view of work organization.

The Company complies with all legal, regulatory and technical standards from time to time applicable to the protection of workers’ health and safety. It also adopts suitable control Systems in implementing the general following principles: elimination of risks, assessment of unavoidable risks, adoption of protection measures at source, choice of jobs and equipment, planning of prevention in view of the creation of a consistent system integrating technology, work organization, working conditions, social relationships and the influence of the working environment, priority given to collective protection measures, provision of suitable instructions and information to the staff.

In processing its employees’ personal data, Civitanavi Systems Srl  strictly complies with the relevant statutory provisions, any investigation into the ideas, preferences, personal tastes and private lives of said employees/collaborators being excluded under all circumstances.

Directors and employees pursue Civitanavi Systems’ purposes and interests when carrying out their own activities. They are therefore required to inform their superiors or contacts – in writing, without delay and based on individual circumstances – of any situation or activity in which they, their relatives and in-laws within the second degree or de facto cohabitants may have interests conflicting with Civitanavi Systems’ interests, or of any other circumstance in which grounds of expediency may prevail. They are also required to abide by Civitanavi Systems’ decisions as concerns (including but not limited to) any activities in competition with Civitanavi Systems’ business, economic relationships or kinship with suppliers, consultants and/or customers etc.). Suitable documentation is maintained of any knowledge of and authorization to conflict-of-interest activities.

Any gifts from customers and suppliers and the relevant acceptance by Company’s directors and employees are allowed only as long as they have a symbolic nature and cannot even abstractly justify any preferential treatments. However, Company’s Direction reserves to determine their destination or distribution among the entire staff.

Company’s directors and employees as well as long-term consultants and suppliers of machinery and services who can access Company’s computer network in any capacity as per previous paragraph ensure and protect as much as possible, the confidentiality of any news and information that are a corporate asset or that concern Company’s business in compliance with any laws, regulations and internal procedures.

Company’s directors and employees perform their tasks with diligence, efficiency, honesty and fairness, making the most of the time and tools made available to them and taking upon themselves all the relevant responsibilities. In particular, they shall not use any information, goods and equipment available to them in the performance of their tasks, assignments or duties for personal purposes.

– Administrative activities

Each operation and transaction must be:

  • correctly registered,
  • authorized,
  • verifiable,
  • legitimate,
  • consistent,

To this, all actions and operations must be properly registered and it must be possible to verify the decision-making, authorization and execution process.

For each operation, adequate documentary support must therefore be set up in order to be able, at any time, to carry out checks that certify the characteristics and motivations of the operation and identify who has

  • authorized,
  • made,
  • registered,
  • verified

the operation itself.

– Relationships with institutions and the community

The Company deals with public institutions at a local, national, EU and international level as well as with civil servants or public officers in strict compliance with all regulations in force and based on loyalty, fairness and transparency.

Should a director, employee or collaborator receive an explicit or implicit request for benefits from a public officer, they shall immediately inform either their superior or the person to whom they are required to report of such circumstance in order for the relevant actions to be taken.

The Company may agree to requests for contributions only to the extent that said requests come from non-profit institutions and associations having cultural, sport or charitable purposes and involving a large number of citizens. In selecting the different proposals the Company is very careful of any situation that may entail personal or corporate conflicts of interest.

– Relationship with the environment

Company’s activities are inspired by the protection and preservation of the environment.

Civitanavi Systems Srl complies with national and EU legislation on environmental protection and regularly checks what impact it has on the environment in order to take timely actions aimed to remedy any adverse effects and correct any operational deviations, if necessary.

In particular, Civitanavi Systems Srl intends to observe the principles of the implementation of production processes through criteria designed to prevent pollution and reduce any environmental impact, and to adopt the best criteria for environment and quality management.

– Whistle-blowing

Civitanavi Systems Srl invites its employees and members of corporate bodies to report any suspected fraud, unlawful or irregular conduct and/or any kind of serious danger or risk which might affect or cause damage to employees, consultants, customers, suppliers, stakeholders, the public or the Company’s reputation, of which they have become aware during work and management activities.

In particular, Civitanavi Systems Srl specifies as follows:

  1. Every non-anonymous detailed report within the Company shall be duly considered and the confidentiality of the reporting person’s identity shall be ensured, subject to all legal provisions on the enforceability of anonymity and confidentiality;
  2. Good-faith detailed reports shall not negatively affect the reporting person with respect to such reporting;
  3. The person who has made in good faith said detailed reasonable report shall be protected from any retaliation or other action by those involved in the facts reported.

IMPLEMENTING PROVISIONS

In order to pursue compliance with the principles set out in this Code, the Company ensures:

  1. the maximum promotion of the Code awareness;
  2. the interpretation and uniform implementation of this Code;
  3. the carrying out of checks regarding news of violation of the present Code and the application of sanctions in case of violation of the same in accordance with current legislation;
  4. the prevention and repression of any form of retaliation against those who contribute to the implementation of this Code;
  5. the periodic updating of this Code, on the basis of needs that from time to time occur also in light of the activities indicated above.

Without prejudice to the powers conferred on the corporate bodies pursuant to the law and the Supervisory Body, all Employees are required to implement and contribute to the implementation of the Code, within the limits of their duties and functions.