GROUP
ANTI-CORRUPTION & ANTI-FRAUD
POLICY
INTRODUCTION
The Laminazione Sottile Group (hereinafter also "LS Group") recognises integrity and transparency as one of its primary values and therefore undertakes to carry out its activities in accordance with all applicable laws on corruption and fraud in the countries in which it operates, in line with the highest standards of ethical conduct and in compliance with the provisions of the Group’s Code of Ethics.
Therefore, in order to ensure compliance with these commitments and protect the Group and its stakeholders, all acts aimed at fraud and/or corrupt and bribery practices of any kind towards third parties (both private and public) are considered unacceptable and expressly prohibited, as they are absolutely contrary to the Group's culture.
1. PURPOSE AND REGULATORY CONTEXT
This Policy aims to define the guidelines and rules of conduct to which the entire LS Group is required to comply in order to minimise the risk of engaging in conduct that may be attributable to corruption and/or fraud and ensure compliance with applicable legislation.
This Policy represents an integration of the Organisational Model adopted by the Italian companies of the Group pursuant to the discipline on "liability of entities for administrative offences dependent on crime" (Legislative Decree 231/2001) and is, therefore, a further tool against fraud and corruption.
With regard to the regulatory context, it is specified that the Group, carrying out its activities in different countries and jurisdictions, is subject to compliance with Italian laws and the laws of the countries in which it operates, including those of approval of international conventions, which prohibit the corruption of Public Officials and corruption between private individuals, including:
- Legislative Decree 231/2001 issued in Italy;
- the Convention of the Organisation for Economic Co-operation and Development on Combating Corruption of Foreign Public Officials in International Economic Operations;
- the United Nations Convention against Corruption;
- the Foreign Corrupt Practices Act (FCPA) enacted in the United States;
- the UK Bribery Act enacted in the UK.
2. RECIPIENTS AND SCOPE
This Policy applies to Laminazione Sottile S.p.A. and all its subsidiaries (part of the LS Group).
In particular, this Policy applies to Employees, Collaborators, Corporate Bodies and subjects with whom the LS Group establishes relationships or business relationships that, for any reason and regardless of the type of contractual relationship, operate in the name and on behalf of the Group Companies (hereinafter also "Recipients").
Subsidiaries are responsible for adopting this document and ensuring compliance with it.
It is specified that the Policy defines the standards that apply in the absence of stricter rules that may be imposed by local laws. Therefore, in the event that local regulations provide for more restrictive requirements than established in this Policy, these more restrictive requirements must be respected by the respective Group Companies.
For anything not expressly provided for in this Policy regarding corruption and fraud, reference must be made, without exception, to the legislation applicable in the country of reference.
3. ISSUE, REVIEW MECHANISM AND TERMS OF VALIDITY
This Policy is valid from the date of its issue (indicated on the document)
Any subsequent update repeals and supersedes, from the date of its issue, all previously issued versions.
The Group Compliance Function is responsible for updating and disseminating this Policy.
The Policy is subject to periodic review (at least every five years) and re-issued by the Issuing Entity where necessary (in particular in the event of organizational changes, any gaps/critical issues found or when the applicable national and international standards and regulations, referred to as best practices, are subject to changes).
4. GOVERNANCE, ALLOCATION OF RESPONSIBILITIES AND DISCLOSURE
The governance bodies of the LS Group, supported by the Steering Committee and the Group Sustainability Committee, and with the engagement of the Functions involved in various capacities (including, but not limited to, Compliance, Legal and Human Resources Functions) play a strategic role in the full implementation of this Policy, ensuring the involvement of all workers and collaborators so that they express behaviours consistent with the values contained therein.
In order to ensure the continuous improvement of its performance, in relation to the processes covered by this Policy, the LS Group undertakes to identify the most significant performance indicators (KPIs), to set achievable quantitative targets and qualitative objectives and to periodically monitor and report the achieved results in the annual Sustainability Report.
5. FUNDAMENTAL PRINCIPLES
The main principles of conduct on which this Policy is based are described below:
• Not tolerate, permit or engage in any conduct constituting corruption in any of its forms, including extortion or bribery, in the course of business or professional activities or in relations with the public or private sector.
• Promote a preventive culture based on the principle of “zero tolerance” for any form of business corruption and bribery, as well as for the commission of other acts constituting any form of fraud;
• Establish the appropriate controls and preventive measures (including, without limitation, through the internal rules and procedures approved for this purpose) for the identification, control, mitigation and prevention of all forms of fraud and corruption, and particularly in all activities involving third-party relationships;
• Implement appropriate training programmes and communication plans for the professionals of the Group regarding this Policy and especially regarding the content of the Code of Ethics;
• As part of the Company's programme to prevent all forms of fraud and corruption, all employees and collaborators are required to sign off a letter of acknowledgement of the LS Group Code of Ethics when first hired.
6. RULES OF CONDUCT
6.1
Relations with public authorities
Relations with persons representing the Public Administration, Public Officials or persons in charge of public service must be characterised by lawfulness and maximum transparency, as well as based on compliance with the applicable legal and regulatory provisions.
These relationships must be managed exclusively by company subjects in charge, expressly delegated and authorised for this purpose, within the limits of their roles and responsibilities.
It is forbidden to make any type of payment to the aforementioned subjects, offer or receive any valuable benefit in order to obtain or maintain an assignment or any other advantage in favour of the LS Group.
It is also forbidden to offer gifts, hospitality, entertainment expenses (regardless of their value).
In the context of relations with the Public Administration, Public Officials or persons in charge of public service, seeking or establishing relationships of favour, influence, interference with the aim of affecting, directly or indirectly, their activities, is not allowed.
The traceability of all relationships with the aforementioned subjects must be guaranteed through the minutes/reports/explanatory notes as well as the archiving and storage of the same.
The aforementioned principles and rules of conduct must also be complied with regard to the Supervisory Authorities.
6.2 Relations with third parties
The sharing of the LS Group Code of Ethics as well as the Code of Conduct for Suppliers is a necessary prerequisite for the establishment and maintenance of supply relationships with third parties.
Suppliers and partners
Relations with suppliers and/or other partners of the LS Group must be based on the principles of absolute honesty, loyalty, good faith, fairness, impartiality, transparency and free competition.
In relations with suppliers/partners, the following is not allowed:
• accept money, gifts or other benefits from an employee or representative of a counterparty, even if of modest value:
- if the donation aims at obtaining unlawful concessions (such as, for example, obtaining an undue advantage in the conclusion of a supply);
- for the execution, attestation or adoption of an act contrary to official duties;
• give or promise money or other forms of utility to an employee or representative of a counterparty with whom the company has an interest to conclude a supply of goods or services, in order to obtain an undue advantage or certain conditions in the stipulation of the supply contract (for example an unjustified discount) or in any case in the event that such act does not find adequate justification in the context of the existing contractual relationship.
For more details regarding the receipt of gifts or hospitality from third parties, please refer to par.
6.5 "Gifts and entertainment expenses".
The choice of suppliers and external collaborators (including consultants, agents, etc.) for the purchase of goods and services must be based on evaluations that make it possible to rely on suppliers of proven quality, integrity, reliability and cost-effectiveness.
In particular, it is mandatory to:
• deal with the Group's suppliers with transparency and fairness, ensuring fair opportunities;
• observe and comply, in supply relationships, with the provisions of law and regulations in force as well as the provisions contained in this Policy, in the Group Code of Ethics and in the company procedures in force at each Group Company regarding the selection of suppliers (which must be transparent and provide for competitive negotiation between several counterparties, where possible);
• comply with the contractual conditions, managing the relationship with the supplier in the correct manner;
• Avoid any venture that could bring unwarranted favouritism, benefiting one supplier over others;
• ensure the traceability of the purchase choices made and the archiving of the related documents, proving compliance with internal procedures;
• interrupt the conclusion or continuation of any business relationship in the event that there are acts or suspicions of conduct of a corrupt nature.
The purchase of goods and services must be carried out by authorised parties in compliance with the spending powers defined by the power of attorney system and the specific amount limits provided for therein.
For each purchase transaction, it is necessary to verify and keep track of the following with appropriate documentation:
• that the good/service rendered by the supplier and/or consultant corresponds to that requested and/or otherwise agreed;
• that the price paid to the supplier/consultant is in line with market prices and/or otherwise justifiable in light of the service rendered and the specific expertise required.
Customers
Relations with customers (private parties) must be based on the principles of mutual transparency, reliability, responsibility and quality.
These relationships must be based on compliance with market rules, through responsible and correct behaviour, ensuring complete and accurate information on products and services offered.
In customer relations, the following is not allowed:
• undertake any initiative that may bring unjustified favouritism, favouring one customer over others including, but not limited to, giving or promising money or other forms of utility to customers with the intention of making a sale at particularly advantageous conditions;
• receive money or any other utility or benefit, even if modest in value, to carry out, certify or adopt an act contrary to official duties;
• receive gifts or other benefits, even if of modest value, if the donation aims to obtain illegal benefits and/or conditions for the benefit of customers not justified by the contractual relationship.
In particular, it is mandatory to:
• deal with customers in compliance with the principles of mutual competition, good faith and timely fulfilment of contractual obligations;
• observe and comply, in commercial relations, with the provisions of law and regulations in force as well as the provisions contained in this Policy, in the Group’s Code of Ethics and in the company procedures in force at each Group Company regarding sales and management of customer relations.
The application of price lists, as well as discounts, promotions and gifts to customers, must comply with company procedures with particular reference to their approval and related documentation.
Parties, organisations or subjects engaged in politics
LS Group Companies are bound by strict political neutrality.
In particular, any form of payment to political parties or organisations, to their representatives or for political campaigns is prohibited.
Recipients of this Policy are entitled to their own political views and activities, but may not use LS Group premises or equipment to promote such views or associate their views with those of any of the Group Companies.
6.3 Facilitation payments
"Facilitation payments" are prohibited in any form as they represent a practice of corruption, regardless of any local laws or customs of the country in which the Group operates.
The term "facilitation payment" must be understood as payments made to officials of Public Bodies/Authorities for the purpose of accelerating, facilitating or ensuring the activity envisaged within the scope of their duties by such Bodies/Authorities, such as:
- obtaining licences, permits, certifications, necessary authorisations in the customs field or other official documents;
- processing of government documents, such as visas or access permits in a foreign country.
6.4 Human resources management
The Group’s Code of Ethics is an integral and substantial part of the employment agreement of each employee of the LS Group.
Therefore, the Group requires all employees to strictly comply with the provisions contained in the aforementioned Code as well as in the company policies and procedures in force. To this end, during the recruitment phase, the selected candidates are required to sign a declaration of commitment to comply with the provisions of the Group’s Code of Ethics.
In the management of employment relationships, it is forbidden to pay salaries in a manner different from the applicable laws and the national or territorial collective agreements applied, as well as to pay salaries disproportionate to the quantity and quality of the work performed.
The human resources management process must be based on criteria of impartiality, transparency, lawfulness, autonomy and independence of judgement. More specifically:
• the selection process for the recruitment of personnel must be formalised and must guarantee the absence of conflicts of interest between the person making the selection and the candidate and compliance with the principle of segregation between the functions requesting the resource and the person making the selection;
• the personnel evaluation process must be based on objective and transparent criteria and the disbursement of any bonus must be carried out following the achievement of set objectives, in compliance with the company procedures in force;
• the travel expenses of the personnel must be documented and must be reimbursed within the limits and in compliance with the company procedures in force at each Group Company that define the types of expenses allowed, the reimbursement ceilings and the authorisations necessary for the disbursement of the reimbursement (to be carried out after verification of validity, inherence and consistency with the ceilings defined, by the Human Resources Function or other Function/subject delegated by them).
The following is not allowed:
• hire employees and collaborators upon specific reporting by third parties, in exchange for favours, compensation or other benefits for themselves and/or the Group;
• use the funds and reimbursements for travel expenses for purposes other than those for which such funds or reimbursements are intended.
6.5 Gifts and entertainment expenses
Acts of business courtesy towards third parties, as well as the receipt of the same, are permitted, as long as they are of modest value and in compliance with the company procedures in force, and in any case such as not to compromise the integrity and reputation and not to influence the autonomy of judgement of the recipient.
It is important that they are directly related to a legitimate business purpose and that their offer or acceptance is strictly limited in terms of value and frequency and does not give the impression of being an offence.
Such acts, on the other hand, constitute a corrupt practice (and are therefore prohibited) if they are given with the intention of obtaining undue advantages or in order to exert an improper influence.
In particular, it is not allowed to offer or receive gifts and hospitality, regardless of their value, if:
- you are aware that the receiver's code of conduct prohibits you from accepting them;
- are in cash;
- violate laws or regulations;
- are given or received to obtain an improper advantage or favourable treatments or motivated by the desire to influence the autonomy of judgement.
In addition, employees and collaborators of the LS Group are prohibited from accepting or soliciting promises or payments of money or other assets/benefits, pressures or benefits of any kind that may be aimed at promoting the hiring of an employee or their transfer or promotion.
Entertainment expenses must be understood as expenses incurred and documented by the Group employee/collaborator to provide goods and services free of charge to third parties (customers, suppliers, consultants, etc.) for promotional or business courtesy purposes and whose support meets reasonable criteria.
These expenses must be adequately documented and reimbursed in compliance with the company procedures in force at each Group Company that define the methods and authorisations necessary for the disbursement of the reimbursement (to be carried out after verification of validity, inherent and consistency by the Human Resources Function or other Function/subject delegated by them).
Please refer, for more details, to the further provisions provided for in par. 6.1 and 6.2 relating to relations with public authorities and third parties.
6.6 Sponsorships and donations
As part of their social role, Group Companies may support charities or sponsor events such as, but not limited to, sporting or cultural events.
These sponsorships and donations (in cash or through gifts of products for charitable purposes) made to NGOS, non-profit associations and non-profit organisations or in any case organisations that pursue a legitimate public purpose, must be:
• provided in compliance with current company procedures, after evaluation to be carried out on the recipient counterparties in order to ensure compliance with ethical and transparency standards;
• duly documented and authorised, ensuring a clear and unambiguous identification of the recipient counterparties and the reasons underlying the disbursement;
• disbursed in cash exclusively through authorised banks/financial intermediaries in order to guarantee their traceability.
It is forbidden to offer or pay sponsorships and donations if they can be interpreted as aimed at influencing the autonomy of judgement or at obtaining favours or improper advantages.
6.7 Management of cash flows and accounting
Each recipient, employee or other person who works in the name or on behalf of the company, to the extent of their competence and in relation to the assignments conferred on them, is required to provide the utmost cooperation so that the management facts are represented in the company accounts in a transparent, correct, complete and timely manner, in accordance with the applicable accounting rules and standards, and to keep all supporting documentation, so that it is easily available and accessible to the competent subjects and/or control bodies.
All transactions of a financial nature, as well as all movements of money in and out, must be carried out by persons with the relevant powers, subject to authorisation and must always be justified, tracked and recorded.
In addition, in order to prevent the use of its economic-financial system for the purposes of money laundering and terrorist financing (or any other criminal activity) by its customers, suppliers, employees and counterparties with whom the LS Group relates in carrying out its activities, collaborators are required to:
• strictly comply with the Group Code of Ethics, Company Policies and procedures, in any economic transaction (even intra-group) that involves them, ensuring full traceability of incoming and outgoing financial flows and full compliance with the applicable laws on the matter;
• verify with the utmost diligence the information available on commercial counterparties, in order to ascertain their respectability and the legitimacy of their activity before establishing any business relationship.
6.8 Conflicts of interest
In conducting any business activity, situations where the parties involved in the transactions are in a conflict of interest should always be avoided, with special reference to personal or family interests that could influence judgement or interfere with the ability to make impartial decisions in the best interest of the Company.
Any situation that may represent or result in a conflict of interest must be promptly reported to the Line manager or to the Compliance and Legal Functions. Likewise, the party involved must promptly refrain from intervening in the operating/decision making process, while the Line manager must identify the operating solutions able to safeguard, in the specific case, the transparency and fairness of the conduct in the performance of the activities.
7. IMPLEMENTATION AND MONITORING
The top management of each LS Group company as well as the members of the Group Management Committee are responsible for creating a general culture of legality in the company organisation, ensuring the supervision of the desired conduct, and therefore take an active part in applying the standards described in this Policy.
In turn, Top Management, i.e. all the subjects at the top of each company Area/Function, with the support of the Compliance Representative of their Group Company and/or the Group Compliance and Legal Functions, play a fundamental and strategic role in ensuring the full implementation of this Policy, ensuring the dissemination and compliance with the principles and rules of conduct contained in the Policy by all LS Group employees and collaborators operating within their Area/Function.
The Group Compliance Function provides support in the application of the principles and provisions of this Policy and is responsible for supervising its implementation.
In addition, there is a periodic monitoring and verification activity on compliance with the principles and rules of conduct contained in the Policy, or on their effectiveness and adequacy for the containment of corruption and fraud risks. This activity is carried out, to an extent and on a frequency commensurate with the risk, by the Group Internal Audit Function, as part of the audit plan on the overall internal control system of the LS Group, or by another function (internal or external to the organisation), suitable and with characteristics of autonomy and independence with respect to the areas under audit (such as, for example, the Supervisory Body specifically appointed by the Italian Group Companies pursuant to Legislative Decree 231/2001).
The results of these checks are reported to the Group’s Compliance Department and to the top management of the LS Group in order to adopt the appropriate interventions if significant violations of the Policy or deficiencies regarding its adequacy are found.
8. DISCIPLINARY ACTION
Compliance with this Policy is an integral part of the contractual obligations of employees, collaborators and, more generally, of all Recipients. Therefore, any violations may result in the application of measures by each Group Company (in the manner and within the limits provided for by the applicable regulations). More specifically:
- for employees/collaborators, non-compliance with the Policy may result in disciplinary and sanctioning proceedings until the termination of the employment relationship, for Directors and/or auditors/members of the "intra-corporate" control bodies, the suspension or revocation of the office;
- for third parties (subjects external to the organisation such as suppliers, consultants, etc.), although they cannot directly control their behaviour, any actions contrary to this Policy will not be tolerated and, in this case, the necessary measures will be taken such as the termination of the contract, assignment or in general of the business relationship in place with the specific Group Company, as well as - where the conditions are met - compensation for damages.
9. REPORTS
The LS Group undertakes to promote an open culture, which does not allow discriminatory or retaliatory actions of any kind against the authors of any reports of violations of this Policy, and to take all necessary measures to guarantee confidentiality and discretion to the reports received (in accordance with the applicable laws and to the extent permitted by any investigations to be carried out).
Recipients are required to report attempted, alleged or actual acts of corruption and/or fraud of which they have become aware and any other violation of this Policy, alternatively:
• through the channels provided for by the Whistleblowing Policy (available on company websites);
• to the Compliance Representative of their Group Company and/or to the Group Compliance and/or Group Legal Department;
• to their direct Manager or, where this is involved, to their line manager, on the basis of their reporting lines, who in turn will involve the Compliance Representative and/or the Group Functions: Compliance and Legal;
• through any other channel available in force at the specific Group Company.
It should be noted that, in compliance with the confidentiality of the whistleblower and the parties involved in the report, any significant violation must be reported directly to the Group Compliance Function, the Group Legal Function and to the Top management of the Group. Furthermore, taking into account that this Policy complements the Organisational Model provided for by Italian legislation pursuant to Legislative Decree 231/2001, any reports of alleged crimes or violations with reference to the predicate offences provided for by the aforementioned Decree, must be communicated to the specifically appointed Supervisory Body.
10. DISSEMINATION
The LS Group promotes the communication of this Policy, in a manner suitable for dissemination to all Recipients and the implementation of specific training programmes, in order to ensure effective knowledge by its personnel.
11. REVISIONS
REVISION
REV. 00 – First issue 31 MAY 2024
REV. 01 – Field application update and addition of par. 4, 5 and 6.8 04 APRIL 2025
ANNEX 1 – REFERENCES
• Laminazione Sottile Group Code of Ethics
• Code of Conduct for Laminazione Sottile Group’s Suppliers
• All national and international standards and conventions referred to in par. 1 of this Policy
GLOSSARY
Keywords Definition
Employees/staff All persons linked to the Laminazione Sottile Group or Group Companies by an employment agreement (including consultants and seconded employees), as well as all members of the executive, strategic and control bodies
Group companies These are Group companies controlled directly or indirectly by Laminazione Sottile S.p.A.
Group The Laminazione Sottile Group, consisting of Laminazione Sottile S.p.A. and its subsidiaries
Third Parties Natural or legal persons linked to the Group by a contract such as, for example, customers, suppliers, agents, etc.
Corruption For the purposes of this Policy, corruption shall mean conduct consisting in giving, offering, promising, receiving, accepting, demanding or soliciting, directly or indirectly, monetary or non-monetary, tangible or intangible benefits in order to obtain or maintain an undue advantage in the performance of business activities, regardless of: the amount or value of the benefit, whether the recipient of the corrupt act is a national or foreign entity, a public official or a private individual, the place where the corruption is committed, whether the corruption is aimed at favouring a Group company or obtaining personal benefits, whether the result of the corruption involves an actual undue advantage or the unlawful execution of a function or activity and whether the corrupt act has achieved its purpose (since the mere offer or request is already sufficient in itself to constitute a criminal offence).
Fraud The definition of fraud includes a wide range of irregularities and illegal acts characterized by intentional deception and false declarations. In more detail, the Institute of Internal Auditors defines fraud as “any illegal act characterized by deceit, concealment, or violation of trust. These acts are not dependent upon the threat of violence or physical force. Frauds are perpetrated by parties and organizations to obtain money, property, or services; to avoid payment or loss of services; or to secure personal or business advantage.”