Code of Ethics

1. INTRODUCTION

The present document defines the values and principles of conduct that are significant for LAST Technology S.r.l. for the purposes of a good functioning, of the reliability, of the compliance to laws and regulations as well as to the reputation of LAST Technology.
The Code is conceived to guide us in the daily work, in the strategical planning and in the decisional processes.
It incorporates the set of rights, of duties and of responsibilities of LAST towards the internal and external interested parties of the Company (employees, partners, suppliers, clients, Public Administration, etc.), beyond and independently from what expected at the regulatory level.
The corporate governance approved the present document, which is committed in supporting the maximum diffusion of it.

1.1 FIELD OF APPLICATION AND ADDRESSEES OF THE CODE

The principles and dispositions of the Ethical Code on hand (hereinafter referred as the “Code”) establish illustrative specifications of the general obligations of diligence, honesty and loyalty; qualify the fulfillment of the work performance and the conduct in the working environment.
The “Code” acknowledges and endorses LAST’s “Company Principles” that define the fundamental business values adopted by the Corporation.
The principles and dispositions of the Code are binding for the administrators (“Administrators”) of LAST, for all who are linked to LAST by subordinated working relationships and for all those who operate for LAST, whatever relationship, even temporarily, links them to it (“Collaborators”).
The Code will be brought to the attention of the Addressees and of third parties that are commissioned by LAST or that have with it a stable or temporary relationship.

2. GENERAL PRINCIPLES

2.1 HONESTY AND TRANSPARENCY OF THE CORPORATE INFORMATION

Every operation and/or transition in its broader sense has to be legitimate, authorized, coherent, appropriate, documented, registered and verifiable at any time. Everyone who carries out the above-mentioned operations has to guarantee the traceability of: the motivations that have permitted the execution of them, the evidences of the possible authorizations and of the modalities of execution of the same operation. This means that each action and operation must have an adequate registration in the accounting system, according to the criteria indicated by law and by the compatible and applicable principles.
The Addressees and the subjects who buy goods and/or services on behalf of the Firm, including also the external consultations, have to act in compliance with the principles of honesty, cost-effectiveness, quality and lawfulness and act with diligence of family man.

2.2 PRIVACY AND TREATMENT OF INFORMATIONS

The Company assures the privacy of the data it owns using them in compliance with the existing juridical regulations.
LAST’s Collaborators are required not to use confidential information for purposes other than those connected to the performance of their activity.

2.3 CONFLICT OF INTEREST

In carrying out any activity, the employees, and, in general, everyone who operates in the name of and for LAST, have to avoid situations that can result in a conflict of interest which can influence the impartial and ethical conduct of the subjects above mentioned.
The subjects that find themselves in a situation of conflict of interest, even if only potential, have to inform promptly their heads of department that will evaluate the action to be taken.

2.4 TRANSPARENCY AND COMPLETENESS OF INFORMATION

During the development of relationships, the Collaborators of LAST have to give complete, transparent, comprehensible and accurate information, in order to enable the interested parties to take autonomous and conscious decisions aware of the involved interests, the alternatives and relevant consequences.
In particular, during the formulation of any kind of agreement, LAST will ensure to specify to the contractor, in a clear and comprehensible way, the conduct to adopt during the established relationship.

2.5 COMPETITION

The company recognizes that a fair and correct competition is a fundamental element for the development of the performance of the business. For this reason, the Company respects the rules of fair competition and in no circumstances performs certain acts or behaviors that are against a free and fair competition.

2.6 SAFEGUARD OF THE VALUES OF HUMAN RESOURCES

In that it is an important factor of success for the company, LAST safeguards and promotes the values and the development of the human resources, with a view to maximize their degree of satisfaction and enhance their owned expertise.
In the management of relationships that imply the establishment of juridical relations, LAST requires the authority to be exercised with equity and fairness, prohibiting any behavior that could be considered a violation of the dignity and of the autonomy of the employees.
In order to ensure the full respect of the individual, the Company is engaged for the compliance to the legal obligations regarding the employment protection, the sanitary, health and safety conditions, and trade union rights or of association and representation required by the legislation of the State in which they operate.

2.7 HOMAGES, GIFTS AND BENEFITS

It is not allowed to the Addressees (directly, nor through third parties) to offer or receive to/from anyone, any gift that could be barely interpreted as exceeding the normal commercial or courtesy practices, or else being intended as to acquire special treatments in carrying out any activity that can be linked to the Company.
In particular, it is prohibited to make any kind of gift to Public Officials – being these Italian or foreign - or to their parents or relatives.
In Countries where it is usual to offer gifts to clients or other subjects as an act of courtesy, these gifts have to be of appropriate nature and value, not contrasting with the Juridical and Regulatory dispositions therein in force and not being in any case construable as compensation during the request of favors and/or facilitations.
In the event that an Addressee receives offers and/or requests of presents or benefits – except for commercial uses or of small value – he is obliged to inform immediately his immediate superior.

2.8 ENVIRONMENTAL SAFEGUARD AND PROTECTION

By way of business, LAST is inspired by the principle of environmental protection and pursues the objective to safeguard the safety and health of the Addressees. The Company’s activities have to be managed in full respect of the legislation in force in the field of prevention and protection.
The technological research and innovation must be dedicated in particular to the realization and promotion of products and processes increasingly environmental-friendly and characterized by an increasing attention to the Addressees’ safety and health.

2.9 SAFETY AT WORK

LAST promotes the health and safety culture at work, confirming with its highest commitment to guarantee this culture in its own structure. The company is dedicated to realize and keep the working stations and environment safe for every employee.
With strict respect to the accident prevention legislation in force, both national and of the Community, Last operates to prevent working accidents, adopting systems for the management of safety focused on prevention, with the aim to introduce at every business level a strong culture of safety at work. The Company supplies to its employees – at every level and class – training, general and specific information and every other support that allows working in healthy and safe working conditions.
LAST makes the evaluation of risks to be implemented and makes the adequate corrective measures to be adopted in order to avoid health, human safety and business risks.


2.10 QUALITY

The Company puts in central position the objective of satisfaction and safeguard of its clients. High qualitative standards and a view to the future on the technological innovations characterize the business policy.
The Company’s obtainment of ISO 9001 certificate confirms the attention given to the quality.

2.11 SAFETY OF THE PRODUCTS

The Company assures the safety of the products that it launches in the market: to do so, the Company guarantees the strict observation of all juridical, regulatory and technical norms which are applicable from time to time and places in them adequate control procedures. Moreover, the Company puts particular care in ensuring the safety of the end-user and to this end observes in a thorough way all juridical, regulatory and technical norms specifically under their protection.


3. CRITERIA OF CONDUCT OF COLLABORATORS’ RELATIONSHIPS

3.1 PERSONNEL SELECTION

The evaluation of the personnel to be employed is carried out in basis of the matching of the candidates’ profiles with the ones expected and with the business needs, in accordance with the equal opportunities for all interested parties. The requested information is strictly connected to the audit matters provided for the professional and psychometric profile, in compliance with the privacy and the opinions of the candidate. Within the limits of available information, the Human Resources adopts appropriate measures to avoid favoritism, nepotism or other forms of cronyism during the phases of selection and recruitment.

3.2 BUILDING OF EMPLOYMENT RELATIONSHIPS

The personnel are employed with a regular working contract. With the creation of the working relationship each employee has to receive accurate information about:
• Characteristics of the working functions, role responsibility and job description;
• Normative and remuneration elements, as regulated by the collective National labor agreement;
• Norms and procedures to adopt in order to avoid behaviors against statutory rules and company policies.
This information shall be presented to the employee such that a proper understanding can be at the base of the job taking.

3.3 EMPLOYEE MANAGEMENT

Each managing authority is in charge of valorizing the working time of the employees requesting services that are coherent with the performance of their duties and with the organization of the working schemes.
It is an abuse of the authority position to request, as an act owed to the hierarchic superior, performances, personal favors or any behavior that represents a violation of the present Code.
The involvement of the employees in the working performances is ensured, including also moments of participation to discussions and decisions instrumental to the realization of the business objectives. The employee has to participate to these moments with cooperative spirit and independence of judgment.

3.4 RESOURCES DEVELOPMENT AND TRAINING

Each managing authority has to make the best use and valorize fully each professional present in the organization through activating the levers available to favor the development and growth of its employees.
LAST shall provide to all employees information and training tools with the objective to valorize the specific competences and implement the occupational values of the personnel.
During certain moments of the professional life of the employee an institutional training is performed (for example, for the new entrants, training about safety at work, about the corresponding risk prevention, and an introduction to the Company and its business), while for the operational staff recurrent trainings are organized.

3.5 PRIVACY PROTECTION

The collaborator’s privacy is protected by the adoption of standards that specify the information that the company requires from the collaborator and the ways to store and handle them.
Investigations about ideas, preferences, personal tastes and, in general, the collaborators’ private life is excluded. Furthermore, without prejudice to the hypothesis provided for by law, this standards include the prohibition to communicate/disclose personal information without having the consent of the data subject and establish the rules for the control of the norms of the privacy protection by each collaborator.

3.6 THE DUTIES OF COLLABORATORS

• Assume and maintain highly professional behaviors towards society, with the precise aim to create value for the society itself;
• Use rationally the means at disposal of the Company for work purposes and not for personal ones;
• Use the means at disposal respecting their intended use, taking care of their proper functioning and ordinary maintenance, avoiding damage;
• Avoid consumption and waste of materials and consumables;
• Be guided, during the pursuit of working activities, by principles of transparency, fairness, honesty and professionalism both internally and externally from the inside and outside of the company;
• Assume its role with responsibility and respecting the directives given by the Supervisors in a promptly, fair and faithful manner;
• Maintain with the colleagues a relationship based on the principles of civil coexistence, fair cooperation and constructive collaboration;
• Respect with conscientiousness, diligence, professionalism, the norms related to the subject of safety at work;
• Know and implement what is laid down by the business policies regarding information security in order to guarantee its integrity, confidentiality and availability;

LAST reserves the right to prevent the misuse of its assets and infrastructures through the employment of accounting, reporting, financial control and analysis and risk prevention systems, notwithstanding the respect of what is envisaged by the existing laws (privacy law, workers’ statute etc.).
As the IT applications is concerned, each collaborator shall:
• Strictly adopt what laid down in the business safety policies, in order not to compromise the functionality and protection of the IT systems;
• Not send threatening or offensive emails, not resorting to a low-level language, not express inappropriate comments that can cause any offense to any party and/or damage the corporate image;
• Not surf on websites with indecorous and offensive content.


4. CONTACT CRITERIA WITH EXTERNAL RELATIONS

4.1 RELATIONS WITH CLIENTS

The relations with clients have to be characterized by fairness, courtesy and helpfulness.
The Company undertakes to supply, with efficiency and courtesy, within the limits of the contacts, products of high quality that satisfy or exceed the reasonable expectations of the client. Moreover, it is committed to supply accurate and exhaustive information about the products and services such that the client can take conscious decisions.
Every contractual relation activity with the clients has to be documented and traceable.
The customers’ satisfaction is a primary resource. That’s why the Company implements measures and procedures to verify and asses whether the clients are satisfied with the offered products and services, so to continuously improve the level of the commercial offer and to remedy possible cases of dissatisfaction in a rapid way.

4.2 RELATIONS WITH SUPPLIERS

The Company recognizes the essential role of suppliers for the development of the business.
The Company has to follow objective, documentable, traceable criteria when choosing a supplier and has to orient its behaviors towards the highest competitive advantage for the Company, ensuring and guaranteeing at the same time loyalty, impartiality and equal opportunity of collaboration to all suppliers.
LAST selects its suppliers taking account of quality, cost, punctuality and offered services and ensures that its personnel selects suppliers respecting the internal procedures aimed at ensuring the choice of a suppler which offers the best services based on the characteristics indicated in the present paragraph. The above procedures serve to guarantee the establishment of stable and lasting relationships based on transparency and fairness.

4.3 RELATIONS WITH PUBLIC ADMINISTRATION AND INSTITUTIONS

With the national or foreign Public Administration and Institutions, the Addressees have to act in accordance with current laws and regulations, as to say in fairness and loyalty, without influencing improperly and in any way the decisions of the counterpart to obtain a special treatment.
The Addressees of the Code shall under no circumstances promise or pay money or other goods, or grant other benefits to public officials with the aim to promote or favor the Company’s interests, even in case of illicit pressure. The present article shall also apply to cases in which money or other benefits are promised or granted in order to persuade a public official to act comply with the duties of his office.

5. IMPLEMENTING RULES

The observation of the norms of the Code is an essential part of the contractual obligations of the employees within the meaning and for the purposes of Article 2104, 2105 and 2106 of the Civil Code.
In collaboration contracts the obligation to observe the present Code of Ethic is included.
The personnel’s violation of the Code’s dispositions could result in default of the primary obligations of the subordinated or collaboration employment relationship, or in disciplinary offense, in accordance with the procedures laid down in Article 7 of the workers’ statute (where and when applicable), with all the legal consequences, also in relation to the maintenance of the subordinated or collaboration employment relationship. It could also result in compensation claims.

5.1 KNOWLEDGE AND UNDERSTANDING OF THE ETHICAL CODE

The Code is communicated both to the internal and external interested parties of the Company, through appropriate communication and diffusion activities on the intranet and Internet networks. The Code is distributed to all employees during the recruitment phase and to every third party that enters in business relationship with LAST.
Internally, training and informational programs ensure the adequate knowledge and understanding of the Code.

5.2 RESPONSIBLE BODIES

The head of Human Resources of the Company undertakes to communicate the Code and the principles in it by including it in the businesses intranet network and in the institutional website and by delivering a hard copy of the Code to every new recruit.
The disclosure of the Code has to be adequately granted also in the external relations of the Company.
The head of Human Resources of the Company has the right to verify the internal observance of the Code’s dispositions and is responsible to verify the truthfulness of the violations reported by the Addressees of the Code. It is an obligation of every employee to refer to its direct Supervisor for any clarification regarding the interpretation or the application of the rules of behavior included in the Code.
It is every Addressees right to suggest potential needs of revision of the Code.

Approved by the Board of Directors dated November 9, 2015.

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