| code of ethics |
VOILÀP GROUP
VOILÀP IS A MULTINATIONAL COMPANY THAT DESIGNS AND DEVELOPS SMART SYSTEMS FOR INDUSTRIES AND CITIES, INTEGRATING INTERCONNECTED HARDWARE AND SOFTWARE TO COLLECT AND MANAGE DATA.
Over time, our group has solidified its position as a leader in the design, production, and distribution of machines and systems for processing glass, PVC, steel, and aluminium section bars, gaining increasing prominence on the international stage. We bring over 300 years of combined experience — shaped by the contributions of each company within our group — which we leverage to serve the construction market (Smart Buildings) and key industrial sectors (including aerospace, rail, automotive, lighting, renewable energy, and furniture).
With a strong focus on the digital landscape, we have consistently advanced in alignment with SMART INDUSTRY principles, always maintaining a keen focus on the end user. This commitment led to the creation of Voilàp Digital in 2014, enabling us to offer cuttingedge digital solutions that provide seamless, intuitive, and accessible purchasing and knowledge experiences within an increasingly integrated B2B2C supply chain.
In recent years, the Voilàp Group has undergone dynamic growth, expanding both through strategic acquisitions and organic development, thus significantly broadening our global reach. Today, we are present in over 60 markets, with 11 production plants across Italy, Germany, Bosnia-Herzegovina, and China. With a workforce of over 1,600 employees and collaborators worldwide, we take pride in the fact that 7 out of 10 skyscrapers globally are built by customers that utilise our technologies.
Our recognised leadership has fuelled our rapid growth, and has simultaneously necessitated a renewal of our governance structure in order to align it with our increased size, the market demands, and the latest regulatory requirements. This expansion has brought increased organisational and managerial complexity, making it essential to maintain a clear vision of who we are and our role on the global landscape. Every day, we embrace this challenge to maintain our market leadership and meet the ever-growing expectations of our customers.
Despite our vast reach, our success remains rooted in the quality, innovation, and reliability of our products, as well
as in the core values that have always guided our actions: integrity, loyalty, honesty, fairness, transparency, diligence, responsibility, and the pursuit of excellence
Amid this continuous growth and evolution, we recognised the need to reaffirm these principles by updating our Code of Ethics. This document not only lays out our commitments, but also serves as a practical guide, ensuring that every entity within the group upholds our values consistently. It is fully aligned with our “One Company” integration pathway, and reflects the important role that ESG (Environmental, Social, and Governance) considerations play in our strategy and operations. The Code of Ethics is designed to reinforce the trust our stakeholders place in us. On one hand, it establishes the principles that guide the daily actions of everyone working with Voilàp worldwide – reducing uncertainty and preventing arbitrary conduct –while on the other, it serves as a transparent reference point for those engaging with the Group, clearly conveying the values that Voilàp upholds and promotes.
I therefore urge each of you to remain committed to this pathway, upholding our high standards of excellence and further consolidating Voilàp’s leadership position. We are a conglomerate of expertise and experience, dedicated to serving those in search of cutting-edge solutions. We will continue to nurture and safeguard our uniqueness, working together to promote the corporate culture that sets us apart. This is the only way that we can maintain our competitive edge and deliver exceptional value to our customers, reaffirming the dedication, integrity, and passion that distinguish our way of operating.
Valter Caiumi Chairman & CEO Voilàp Group
Soliera (MO), Maggio 2025
Foto project: Andrea Caiumi
SCOPE AND RECIPIENTS
This Code of Ethics establishes the principles, models, and rules of conduct that Voilàp Group acknowledges, upholds, and adheres to in all its activities — whether in internal operations, environmental responsibility, or relations with stakeholders — taking the relevant legal, regulatory, statutory, and contractual frameworks into account.
The Code also serves as an internal regulatory framework for the Group, functioning as a key Governance tool.
All of the Group Companies (hereinafter also referred to as the “Group”) are committed to complying with the internal policies and procedures, the applicable external regulations, the contractual obligations, and all relevant national and international laws.
All Voilàp Group’s activities are conducted with the utmost respect for the shared values and fundamental principles, including integrity, loyalty, honesty, fairness, transparency, diligence, and strict adherence to all applicable laws and regulations. Consequently, all individuals holding administrative, representative and/or managerial roles within the Company, as well as partners, shareholders, employees, collaborators, and anyone acting on the Group’s behalf in any capacity (hereinafter also referred to as the “Recipients”), are required, within the scope of their responsibilities, to comply with this Code of Ethics.
All of the Recipients of this Code are aware of the rules of conduct contained within this document, and are required to fully comply with them for the duration of their relationships with the Voilàp Group companies. A commitment to ethical conduct and adherence to these principles forms the foundation of Voilàp Group’s approach to its Stakeholders and, more broadly, to the civil and economic environments in which it operates, with a focus on crime prevention as well.
Voilàp is dedicated to ensuring that this Code of Ethics is widely communicated to all Recipients, enabling them to align their conduct accordingly in the performance of their professional duties.
Where necessary, Voilàp encourages the Recipients to inform any third parties with whom they maintain relations about the principles outlined in this Code of Ethics.
To this end, the Company guarantees the broadest possible dissemination and awareness of the Code of Ethics, including among third parties that engage in business or other relations with the same.
VALUES AND GENERAL PRINCIPLES OF CONDUCT
The values upon which the Group is founded, which it guarantees, promotes and respects, are the following:
2.1.
Legality & compliance with laws and standards of conduct
The Company upholds strict compliance with all laws and regulations in every country in which it operates. Every employee, collaborator, and individual that has relations with the Company is required to obey the laws in force in each country where it operates, as well as the guidelines outlined in this Code of Ethics and the company procedures.
This commitment also extends to consultants, suppliers, customers, and all other entities that have relations with the Company. The latter does not initiate or maintain relationships with individuals or organisations that are unwilling to align with this fundamental principle. Lack of awareness of the law does not exempt anyone from responsibility.
Any action or behaviour that constitutes — or could constitute — a legal offence, in any form, is strictly prohibited.
Each Recipient must understand the legal and/or regulatory implications relevant to their role, and is required to perform their duties in accordance with the applicable directives and procedures mentioned above, with professionalism, diligence, efficiency, cooperation, and integrity, using the corporate resources and time at their disposal appropriately, and accepting full responsibility for their commitments and obligations.
The belief that an action somehow benefits the Company does not justify conduct that conflicts with the rules outlined in this document; therefore, any violation of the Code will result in appropriate sanctions.
Voilàp has a zero-tolerance policy toward corruption and any transactions that could constitute money laundering or terrorist financing offences, including those conducted through intermediaries.
The Recipients are committed to ensuring that business activities are carried out in full compliance with all applicable national and international laws on anti-money laundering and counter-terrorism financing, as well as the regulations governing “International Economic Sanctions” imposed by the relevant national or international authorities (to be understood as the applicable laws, regulations, or restrictions relating to economic sanctions, including embargoes).
The Recipients must also carry out appropriate due diligence in order to verify, as far as possible, the integrity and reputation of all counterparties before establishing business relationships or entering into contracts of any kind.
2.2. Integrity, loyalty, honesty, fairness, transparency, and diligence
Integrity, loyalty, honesty, fairness, transparency, and diligence are fundamental principles that underpin all of the Group’s activities and form the foundation of its corporate management.
All actions, operations, and conduct engaged in by the Recipients during the performance of their duties must reflect the principles of integrity, accountability, transparency, diligence, traceability,
documentability, and segregation of duties, in compliance with the current laws, internal directives, and company procedures, in order to safeguard the Company’s assets and reputation.
The Recipients must therefore always conduct themselves in a manner that is ethical, appropriate, and professional, ensuring that their actions do not, in any way, compromise the Company’s reputation.
2.3. Confidentiality
All Recipients must strictly observe the regulations designed to prevent the misuse of confidential information. As a general rule, any data or information handled by the Group must be treated as confidential by the Recipients. Since unauthorised disclosure could cause severe financial and reputational damage to the Group, the Recipients must not, without explicit authorisation, share any information or knowledge related to technical data, new technologies, corporate matters, financial details, or commercial activities with any third parties.
This obligation of confidentiality extends to managers, employees, and collaborators, even after their employment with the Group has ended.
2.4. Respect for free competition
Voilàp considers free competition a valuable asset that must be safeguarded, and recognises the fact that fair competition enhances its reputation in terms of quality, service, and integrity, while also contributing to the sustainable development of both the company and the market in which it operates.
The Recipients must therefore refrain from any conduct that seeks to secure business advantages for the Company through any means that are unfair, anti-competitive, or in violation of the applicable laws and regulations. Voilàp strictly condemns any actions that breach competition and market protection laws, particularly those involving threats and/or violence.
2.5. Respect for the individual, inclusion and the working environment
Voilàp ensures respect for the physical and cultural integrity of individuals while fostering meaningful relationships and mutual respect.
It is particularly committed to protecting and promoting the value of human resources, aiming to enhance and develop the diverse and complementary skills of its personnel.
Voilàp guarantees equal employment opportunities at all levels through a meritocratic selection process, and actively fosters a culture of inclusion, embracing diversity while rejecting any forms of discrimination that could hinder these efforts.
Voilàp is dedicated to preventing discrimination based on ethnicity, race, sex, age, gender identity or expression, sexual orientation, physical or mental disability and/or social or economic status, nationality, religious beliefs, opinions, or political and/or trade union affiliations in all stakeholder interactions.
The Group supports initiatives that promote a free, dignified, and inclusive working environment, ensuring that every individual can realise their full potential without discrimination. It encourages active participation in company activities, fostering a sense of respect, recognition, and inclusion.
Inclusion is a cornerstone of the corporate culture within the Group Companies. As such, all forms of physical or psychological violence, coercion, bullying, and mobbing or harassment type behaviours
are strictly condemned. Voilàp Group defines harassment as any harmful action or expression directed at characteristics such as gender, ethnicity, faith, political or sexual orientation, health, physical or mental condition, age, or any other personal attribute.
The Group is committed to maintaining a work environment where the safety and dignity of every individual are respected. Everyone is expected to contribute to a culture of mutual respect for the dignity, honour, and reputation of all individuals.
The Group respects the dignity and privacy of all Recipients of this Code of Ethics.
The Group operates with respect for others and does not tolerate any actions that offend personal dignity or involve the use of mental or physical coercion.
The Group ensures that the exercise of authority in task delegation and supervision, as required by the corporate roles, is conducted with respect for the values of equity and fairness, and strictly prohibits any conduct that could undermine the personal or professional dignity of individuals.
As fundamental company assets, human resources are nurtured through professional training programmes that ensure continuous technical and managerial development. These initiatives support both the professional aspirations of employees and collaborators and the evolving needs of the company.
Equal treatment and the recognition of individual expertise are upheld, with any form of discrimination firmly rejected.
Employees and collaborators are expected to fulfil their roles diligently, honour their commitments to the Group, and adhere to the principles and values outlined in this Code.
Each employee and collaborator bears direct responsibility to their colleagues and the Group for maintaining a high-quality working environment. Employees are also entrusted with the duty of preventing and mitigating any situations that could negatively impact that quality.
Voilàp Group provides its employees with fair compensation and working conditions, in full compliance with all legal requirements. It strictly prohibits any form of child labour or forced labour within its own operations, and throughout its supply chain. In full compliance with the applicable regulations, the Group never employs any individuals below the legal minimum working age established in each country. In order to make sure that these standards are upheld by third parties, the Group systematically terminates any supply relationships with entities that fail to respect these principles.
The workers’ right to associate, organise, and advocate for their interests, as permitted by law, is guaranteed.
2.6. Environmental responsibility
The Group fosters a culture of environmental responsibility and encourages all Stakeholders to adopt sustainable practices. It actively promotes environmental protection, advocates for a conscientious use of resources, seeks innovative solutions to enhance energy efficiency, and carefully evaluates any environmental risks and opportunities arising from its activities.
Committed to a truly sustainable development model, the Group has aligned its strategic and operational framework with ESG principles, recognising them as key drivers of a mature market. This approach aims to contribute to the achievement of the sustainability goals, while ensuring that business decisions always take environmental, social, and economic impacts into account.
Voilàp Group acknowledges the profound effects of climate change on the planet. In fact, environmental awareness plays a key role in
the Group’s daily operations, with the understanding that its actions today will shape the future of the generations to come.
Respecting the interests of the broader community is a fundamental priority. The Group regards the environment and natural resources as shared assets that must be protected and preserved. Accordingly, it conducts its business in strict alignment with these values.
In fulfilling its responsibilities, Voilàp Group considers its impact on the environment and landscape, condemning any form of environmental harm or degradation, with a particular focus on compliance with the current environmental regulations.
The Group is committed to ensuring that economic development does not come at the expense of environmental protection. It seeks a balanced approach that harmonises growth with environmental and social responsibility. The Group’s commitment is also reflected internally, with initiatives across all operational sites aimed at enhancing energy and water efficiency, optimising waste management, and fostering a culture of sustainability in order to actively reduce air emissions and promote a positive environmental impact.
STANDARDS AND PRINCIPLES FOR CORPORATE MANAGEMENT
3.1. Prevention of corrupt practices
Voilàp Group strictly prohibits all forms of corrupt practices and requires all of the Recipients to ensure that all actions and operations, including commercial transactions with third parties — whether public or private — are conducted with integrity and transparency, in full compliance with the national and international regulations.
In particular, Voilàp Group forbids the Recipients to promise or offer third parties monetary or other types of benefits, either directly or indirectly, in order to obtain an improper advantage. They are likewise forbidden to solicit, request, or accept money or other types of benefits from third parties that are not consistent with standard business practices. By way of example, it is strictly prohibited:
- To offer gifts, benefits, or hospitality to third parties for corrupt purposes, or to receive such advantages in order to gain an improper personal benefit.
- To provide monetary or other types of benefits, either directly or through intermediaries, to public administration officials in order to influence decision-making processes related to Voilàp Group or to obtain undue advantages.
- To promise or offer direct or indirect contributions to political parties, organisations, or politically engaged individuals as a means of obtaining improper advantages.
- To promise or offer direct or indirect contributions towards or to promote or support sponsorship initiatives with corrupt intent.
3.2. Correctness and transparency of corporate information
Every action, operation, or transaction must be accurately recorded in the company’s accounting system in accordance with the legal requirements and the applicable accounting principles, and must be properly authorised, verifiable, legitimate, appropriate, and consistent.
To ensure that the financial records meet the requirements of truthfulness, completeness, and transparency, each transaction must be supported by adequate and comprehensive documentation, in order to allow for:
- Accurate bookkeeping
- The clear identification of the characteristics and rationale underlying each transaction
- The easy formal and chronological reconstruction of the transaction
- The verification of the decision-making, authorisation, and implementation processes, with clearly defined levels of accountability
Each Recipient, to the extent of their competence, must ensure that every event related to the Company’s management is promptly and accurately recorded in the company’s accounts.
Every accounting entry must faithfully reflect the details of its supporting documentation. Accordingly, the employees and collaborators assigned to these tasks must ensure that all supporting documents are easily accessible and well-organised according to logical criteria.
To the extent of their competence, the Recipients are also expected:
- To cooperate to ensure the proper functioning of the control systems.
- To responsibly safeguard the company assets relevant to the tasks they perform, whether tangible or intangible, and to ensure they are not misused.
3.3.
Anti-money laundering
Within the context of their various professional relationships with the Company and its customers, the Recipients must never, under any circumstances, engage in activities linked to money laundering or the use of funds, goods, or assets of unlawful origins.
Recipients must always verify the moral integrity, reputation, and credibility of the counterparties before establishing relationships or entering into contracts with suppliers and other business partners.
3.4.
Use of company equipment, devices and facilities
Each Recipient is required to exercise diligence in protecting corporate assets by acting responsibly and in accordance with the operational procedures established to regulate their use.
Accordingly, each Recipient is responsible for safeguarding, preserving, and defending the Company’s assets and resources entrusted to them for the purposes of their role. They must use these assets in a manner that aligns with the Company’s interests and complies with the legal requirements, preventing unauthorised third-party access and avoiding any improper use. Appropriate measures and precautions must be observed to ensure the protection and integrity of the Company’s assets.
The use of company property for personal or non-work-related purposes, as well as for any activity that is unlawful, contrary to public order, or violates moral standards, is strictly prohibited.
The Recipients are also expressly forbidden to engage in or induce third parties to commit offences against individuals or violations of human rights. This includes viewing, using, downloading, storing, or reproducing pornographic or child pornographic material, including virtual images, using any electronic device provided by the Company.
With particular regard to the IT tools made available to the Recipients, any actions that may damage, alter, deteriorate, or destroy the Group’s or third parties’ IT or telecommunication systems, programs, or data are strictly prohibited. It is also forbidden to unlawfully intercept or interrupt IT or telecommunication communications, including those between third parties.
Unauthorised access to computer or telecommunication systems protected by security measures, as well as remaining in such systems against the express or implied will of those with the authority to exclude access, is expressly prohibited. Additionally, it is forbidden to procure, reproduce, distribute, communicate and/or share codes, passwords, or other means of access to protected systems, or to provide any information or instructions that facilitate such actions.
The destruction, deterioration, deletion, alteration, or suppression of third-party information, data, or computer programs is also strictly forbidden. Likewise, the introduction or transmission of data, information, or programs designed to destroy, damage, disable, or obstruct the functioning of IT or telecommunication systems, whether belonging to others or of public utility, is prohibited.
In this regard, the Recipients may only access IT resources for which they are expressly authorised, and must safeguard their credentials, passwords, and personal access keys in a secure manner in order to
prevent easy identification or misuse. They must also comply with the Company’s procedures regarding intrusion prevention and antivirus protections.
Finally, the falsification of any document, including digital documents, is strictly prohibited.
3.5.
Protection of industrial, intellectual and copyright property
Voilàp conducts its business lawfully and transparently in every sector, and firmly condemns any form of interference with the freedom of industry and commerce. The Company strictly opposes all forms of fraud, unauthorised duplication, reproduction, counterfeiting, usurpation, or alteration of patentable goods covered by industrial or intellectual property rights, as well as those protected by copyright. Accordingly, all individuals acting on behalf of the Company are required to comply with the applicable regulations governing these protections.
The industrial and/or intellectual property rights to tangible and intangible assets that are eligible for protection created, developed, or realised within the scope of the work activities (such as trademarks, patents, logos, distinctive signs, know-how, industrial secrets, methodologies, software, studies, and publications), including any modifications, improvements, advancements and/or updates related to these assets, are the property of Voilàp Group. The Company retains the right to use them in the manner and form it deems most appropriate, without prejudice to the author’s moral right to be recognised as such.
The Recipients are required to only use software for which they hold a valid license, and are strictly prohibited from illegally duplicating software and/or any other copyrighted works or assets, including digital content, in violation of copyright protection laws.
It is also strictly forbidden to unlawfully record, reproduce, perform, or publicly distribute digital, audio, video, or audiovisual content, including cinematographic, audiovisual, or editorial works, in whole or in part, if such actions violate intellectual property rights.
Each Recipient also undertakes to protecting Voilàp’s industrial and intellectual property rights and to ensure that works and materials covered by industrial and/or intellectual property and copyright laws are not misused.
Voilàp personnel must take appropriate and consistent measures to safeguard the Company’s confidential and proprietary information, in compliance with the established procedures and regulations. In particular, they must:
- clearly mark documents to indicate exclusive ownership;
- prevent unauthorised access to and distribution of confidential and proprietary information;
- honour all legal and contractual obligations regarding confidentiality, data protection, and privacy.
3.6.
Prohibited behaviour at work
All forms of unlawful conduct, abuse, threats and/or aggression directed at individuals or company property are strictly prohibited at the workplace.
The Recipients are required to report any such behaviour, as well as any suspected violations of rules, directives, or procedures, to their supervisor. The supervisor, ensuring appropriate confidentiality, will escalate the report to the HR department, which in turn will conduct the necessary investigations and assessments before advising the Board of Directors on appropriate measures to be taken.
RELATIONS WITH THIRD PARTIES
3.7.
Workplace health and safety
Voilàp is committed to ensuring working conditions that respect individual dignity while maintaining safe and healthy work environments. This commitment includes fostering a culture of safety and risk awareness and promoting responsible behaviour among all employees.
In this regard, each Recipient is expected to personally contribute to maintaining the quality of the working environment. The Company undertakes:
- To implement safe operational practices to protect the health of its shareholders, collaborators, employees and the communities surrounding its facilities, aligning its strategies with its policies on health, safety and environmental protection.
- To regularly review the performance and efficiency of its systems in order to meet its health, safety and environmental objectives.
3.8.
Internal control system
Voilàp fosters a culture of control at all levels of the company, raising awareness among employees about the importance of the internal control system and the necessity of adhering to the current regulations and company procedures in the performance of their duties.
Internal controls encompass all instruments necessary or useful for directing, managing, and monitoring the company’s activities. Their purpose is to ensure compliance with the laws and internal procedures, safeguard company assets, promote efficient management, and provide accurate and complete accounting and financial data.
Voilàp places great importance on building relationships of trust with all its stakeholders, including individuals, groups, and institutions whose contributions are essential to fulfilling its corporate mission. This includes collaborators, customers, suppliers, partners, public institutions, the market, and trade unions, whose interests may be directly or indirectly influenced by the Group’s activities.
In conducting its business, Voilàp upholds the principles of integrity and fairness, requiring all Recipients to act with honesty and transparency, and in compliance with the law in all their relationships. Corrupt and/or collusive conduct, as well as any form of undue favouritism, is strictly prohibited.
Recipients are not permitted to give, offer, accept, or receive gifts, benefits and/or any other personal or professional advantages in the conduct of their activities for Voilàp if such actions could raise even the slightest suspicion of acting in the interest or on behalf of the Group. The only exception applies to modest-value gifts that align with customary business practices or ordinary courtesy.
4.1.
Customer relations
Voilàp conducts its relationships with all customers, whether private or public, in accordance with the principles of integrity, honesty, fairness, respect, mutual trust, and professionalism.
When consulting services are provided to Public Administrations, Public Bodies (including economic entities) or Publicly Owned Companies at the local, national, or international level (hereinafter referred to as the “Public Administration”), these interactions must strictly comply with the applicable laws and adhere to the highest standards of honesty, fairness, and transparency.
4.2.
Relations with suppliers
Voilàp manages its relationships with suppliers with integrity, fairness, and professionalism, fostering long-term partnerships built on trust and mutual commitment.
The selection of suppliers and the terms for purchasing goods and services are based on objective and impartial assessments, considering factors such as quality, price, sustainability, and the guarantees provided.
The Company adheres to the following principles in its relations with its suppliers:
- Procurement is managed by a dedicated department.
- The company does not engage in or support any form of “reciprocity” with suppliers. Goods and services are selected and purchased exclusively based on their value in terms of price, quality, and sustainability characteristics
- Negotiations with current or potential suppliers must strictly concern the goods and services under discussion.
- Recipients responsible for purchasing goods and services must not be subjected to any undue pressure from suppliers.
All commitments and supplier relationships must be managed in strict compliance with the Company’s guidelines on conflicts of interest and business management.
Suppliers are made aware of the Code of Ethics and the corresponding obligations through specific contractual clauses. They are likewise informed of the Suppliers’ Code of Conduct, which they must adhere to and ensure that their business practices align with its principles.
4.3.
Relations with public institutions
Relations with national, EU and/or international public institutions, as well as with public officials and individuals responsible for public services (including representatives, agents, members, employees, consultants, and officials of Public Institutions, Supervisory Authorities and/or other Independent Administrative Bodies) must adhere strictly to the applicable laws. Such interactions are entrusted exclusively to individuals authorised under the current delegations and powers or attorney issued by the Boards of Directors of the respective companies.
Voilàp is committed to maintaining a stance of maximum cooperation, transparency, and integrity in all dealings with the aforementioned entities and individuals.
4.4.
Relations with the public administration
Relations with the Public Administration and public officials, as well as those in charge of public services (including public bodies,
economic entities, local, national, or international public organisations, concessionaires of public services, and/or public service officials), and all relations of a public nature, must always strictly comply with the applicable legal provisions and adhere to the principles of transparency, honesty, and fairness. Under no circumstances should these interactions compromise the integrity or reputation of Voilàp.
The management of relations with the Public Administration, or any public entity, is strictly reserved for designated company functions duly appointed and authorised for this purpose.
Voilàp does not attempt to improperly influence any decisions made by Public Administrations, particularly those of officials responsible for dealing on behalf of or decision-making within these entities.
During negotiations or business relationships, including commercial transactions with the Public Administration in Italy or other countries, the Recipients must refrain from any conduct that contradicts the principles outlined above, including but not limited to:
- offering or granting employment opportunities and/or commercial advantages to Public Administration personnel involved in the negotiations or to their family members.
- offering or receiving gifts or other benefits, except for modestvalue items considered customary business courtesies.
- providing false information or omitting relevant facts when requested by the Public Administration.
In dealings with the Public Administration, both in Italy and abroad, the Recipients are strictly prohibited from directly or indirectly paying or offering money or any other benefit, regardless of type or value, to public officials, government representatives, public employees, or private individuals as compensation for actions taken in their official capacity, in order to obtain an undue advantage, or to delay or influence the performance of their duties.
4.5.
Relations with third parties
In the qualification, selection, management, and monitoring of the third parties with whom Voilàp maintains relations, the Recipients must adhere to the principles outlined in this Code of Ethics and follow the specific procedures established by the Group in order to uphold the highest ethical standards in the procurement of goods and/or services.
Relations with third parties must be governed by a commitment to full legal compliance, as well as a pursuit of efficiency, fairness in negotiations, and recognition of the professionalism and competence of the counterparty.
Before establishing relationships or entering into contracts with collaborators or third parties, it is essential to verify the reputation and integrity of the counterparty.
Voilàp requires the third parties with whom it engages to uphold behavioural principles that are aligned with its own, considering this a fundamental prerequisite for establishing or maintaining business relationships.
Third parties are made aware of the Code of Ethics and the corresponding obligations through specific contractual clauses.
DISSEMINATION OF THE CODE OF ETHICS, REPORTING AND SANCTIONS
5.1. Communication
The Code of Ethics is communicated to all internal and external stakeholders, and is made available on the Voilàp Group website. The Group informs all of the Recipients of the provisions and application of the Code, emphasising the importance of adherence. In particular, Voilàp ensures the dissemination of the Code of Ethics to the Recipients, provides clarification when necessary, and interprets its provisions to facilitate understanding.
In order to guarantee the effective implementation of and compliance with the Code, the Company undertakes to promote its adoption among the Recipients, periodically monitor adherence, and update the document as needed.
The Recipients are expected to actively participate in the training initiatives organised by the Company and to promptly report any suspected violations of the Code of Ethics.
5.2
Violations and consequent sanctions
The personnel and all those acting on behalf of the Group who, in the course of their duties, become aware of practices that violate the principles and rules of conduct outlined in this Code of Ethics must use the designated channels to submit detailed reports based on precise and consistent factual evidence.
To this end, in line with the regulations on Whistleblowing issued under the EU Directive 2019/1937, aimed at encouraging the reporting of any misconduct that threatens public interest or the integrity of the organisation, the Company has established a dedicated reporting channel.
The Company considers compliance with this document to be an integral part of the obligations arising from the relationship between the Recipients and the Company.
Adherence to the principles of this Code of Ethics is a contractual obligation for the employees, as mandated by the applicable laws. Consequently, any violation of the principles contained in this Code of Ethics may constitute a breach of contractual duties, carrying the associated legal repercussions.
In cases of confirmed violations of this Code of Ethics and/or the procedures or the applicable laws, appropriate measures will be taken against the responsible Recipients to safeguard the Company’s interests. These measures, in accordance with applicable legislation and the principle of proportionality, may include termination of the relationship and compensation for any damages incurred.
FINAL PROVISIONS
6.1.
Approval of the code of ethics and its amendments
This Code of Ethics has been approved by the Boards of Directors of the individual Voilàp Group companies with resolutions dated May of 2025.
Any amendments and/or updates will require approval from the respective Boards of Directors and will be promptly communicated to the Recipients.
