Introduction
With this Code of Ethics Galsi establishes the principles, rights, duties and responsibilities of the company with respect to its shareholders and collaborators, customers, vendors and the public authorities.The Code of Ethics represents the basis of the Organisation, Management and Control Model pursuant to Legislative Decree 231/01, overseen by a special Monitoring Body with independent powers of initiative and control.

Validity and Applicability
The Code of Ethics governs the behaviour of all Galsi “collaborators” i.e. all those who, in whatever capacity, and regardless of the type of contractual relationship, contribute to the achievement of the company's scope and objectives.
Galsi undertakes to require that the principles of this Code are also observed by all entities (subsidiary or associate companies, partners, clients, vendors, professionals and other external collaborators) with which it has dealings in the pursuit of its goals.

Galsi undertakings on the diffusion, application and maintenance of its Code of Ethics

Galsi undertakes, in relation to all those that are involved in applying this Code, to:

  • Ensure its prompt divulgation, making it available to all, and activating suitable training programmes;
  • Guarantee its regular revision and maintenance in step with changing public opinion, environmental conditions and the regulatory framework;
  • Provide suitable support mechanisms to furnish clarification regarding the interpretation and implementation of the Code of Ethics;
  • Adopt a suitable system of sanctions to punish eventual violations;
  • Adopt suitable procedures to notify, investigate and deal with eventual violations;
  • Protect the identity and position of anyone who reports eventual violations of the Code, within the terms of the law;
  • Conduct regular checks on compliance and observance of the Code of Ethics.


Collaborators undertakings with respect to the Code of Ethics
The Code of Ethics represents an integral part of the employment relationship.
All collaborators therefore undertake to:

  • act and behave in accordance with the provisions of the Code of Ethics;
  • report any violations of the Code of Ethics as soon as they discover them;
  • co-operate in the definition of and respect for any internal procedures laid down to enact the Code of Ethics;
  • consult their immediate superior, or the appointed bodies, for guidance in interpreting or following any part of the Code of Ethics.

SECTION ONE: ETHICAL PRINCIPLES AND VALUES

Galsi's Ethical Principles cover:

A - Ethics in the management of corporate affairs and business
B - Work ethics and the protection and valorisation of collaborators
C - Commitment to sustainable development and social responsibility

A - ETHICS IN THE MANAGEMENT OF CORPORATE AFFAIRS AND BUSINESS

Legality - All collboratorss are obliged to respect the prevailing laws and regulations in the countries in which they work, the Code of Ethics and corporate standards, and apply them in a diligent and equitable manner.
Integrity - Galsi undertakes to behave correctly and transparently in its dealings with third parties, to avoid giving misleading information or acting in such a way as to take advantage of others' position of weakness or lack of knowledge. In seeking to maximise its earnings, Galsi undertakes to establish honest commercial relationships with third parties, enduring relationships with customers and suppliers, and to adequately remunerate its Collaborators.
Loyalty - All relationships with the outside, with its own Employees, and between Collaborators should adhere to the strictest principles of loyalty, understood as keeping faith with one's word, promises and agreements, acting with a sense of responsibility, valorising and safeguarding the company's assets, and in general acting in complete good faith in every task or decision.
Transparency - All of Galsi's dealings and relations with its stakeholders and shareholders must guarantee accuracy, completeness, coherence and promptness of information in accordance with the letter of the law and best practice, compatible with the protection of the company’s know-how and assets.

Respect for human dignity – Galsi respects fundamental human rights and defends the moral integrity and equal opportunities of the people it has dealings with. In all relationships, whether internal or external, it is forbidden to discriminate on the basis of political opinion or ideology, religion, race, nationality, age, sex, sexual orientation, health or any intimate feature of the person. Galsi considers diversity as an opportunity for innovation and development through dialogue and exchange of opinions, ideas and experiences.Galsi endeavours to ensure that within its sphere of activity the principles expressed in the Universal Declaration of Human Rights are upheld in the various countries in which it operates.

B - WORK ETHICS AND THE PROTECTION AND VALORISATION OF COLLABORATORS

Commitment to improvement – Collaborators undertake to work for Galsi to the best of their professional abilities, and to continually improve these using the instruments offered by the company.

Confidentiality - Collaborators undertake to treat all information obtained during the performance of their duties as confidential and, as such, not to be divulged unless required by their work, or in fulfilment of the principle of transparency. Publication of confidential and “price sensitive” information to the outside world must be handled by the appointed officers.

Conflicts of interest – Collaborators must ensure that all business decisions are taken in the interest of the company. They must therefore avoid any conflict of interest between personal or family business and their duties within Galsi that may compromise the independence of their judgement or decisions.

Health, safety and good working conditions – Galsi believes that a well motivated and professionally qualified workforce represents a fundamental strategic lever to its competitiveness and business development. To this end, Galsi promotes good working conditions and a healthy workplace conducive to the mental and physical wellbeing of its workers, and to encourage creative, active participation, teamwork and responsibility, as well as respect for the personal and private sphere.

Equal opportunities – The professional development and management of Collaborators are grounded on the principles of equal opportunity. Career advancement and salaries are based on recognition of achievements, and professional and potential merit, systematically measured against labour market benchmarks through transparent mechanisms of assessment and communication.

Professional development – Galsi undertakes to provide its Collaborators with the appropriate means and opportunities for professional growth.

C - COMMITMENT TO SUSTAINABLE DEVELOPMENT AND SOCIAL RESPONSIBILITY

Promotion of sustainable development – Galsi considers protection of the environment to be a fundamental social value and believes in the compatibility of “business growth” and “respect for the environment”.
Galsi therefore undertakes to act in accordance with the law, and apply the best available technologies to promote and plan its business development so as to valorise natural resources, preserve the environment for future generations, and promote initiatives for the broadest protection of the environment.

Social responsibility - Galsi takes into account the needs of the communities in which it operates and contributes to their economic, social and civil development.

SECTION TWO: CODE OF BEHAVIOUR

There follow a number of rules intended to guide Collaborators’ behaviour when carrying out their corporate duties so as to comply with the Ethical Principles described in Section One.

These rules fall under the following headings:

A - Ethics in the management of corporate affairs and business;
B - Work ethics and the protection and valorisation of Collaborators;
C- Ethics in communications and public relations.

A - ETHICS IN THE MANAGEMENT OF CORPORATE AFFAIRS AND BUSINESS

In conducting its affairs Galsi applies the Ethical Principles described in Section One of the Code and requires its Collaborators and business partners to adopt the same approach under all circumstances, regardless of the importance of the business or market conditions.

Relations with shareholders
Galsi, by virtue of its ownership structure, entertains direct and continual relations with its shareholders, based on a spirit of partnership and transparency.Contractual relationships between shareholders must always be based on principles of transparency and fairness. At the same time Galsi endeavours to ensure that conflicts of interest do not arise between the shareholders.

Company procedures
Galsi has established a series of company procedures governing the identification, assessment, tracking and prevention of serious business risks, laying down explicit responsibilities, powers and internal controls.

Transparency of accounting information and financial disclosure
Galsi is aware of the importance of transparent, accurate and complete accounting information and financial disclosure (financial statements, quarterly reports, etc.) and takes great care to ensure that its administrative/bookkeeping systems faithfully represent the facts and provides all the necessary elements to detect, prevent and manage, as far as possible, financial and operational risk or fraud.
Each transaction must be based on adequate documentation and be reasonably verifiable.
All accounts required for the preparation of the financial statements must be documented clearly, truthfully and correctly and carefully preserved by the appointed officers.

Prevention of money laundering
Galsi endeavours to ensure that its business and financial activities are not used to facilitate, even potentially, illicit acts or criminal or terrorist organisations. Galsi always takes care to comply with anti money laundering regulations in whatever jurisdiction it is operating in.
Galsi therefore endeavours to verify with the highest diligence all available information on its commercial counterparts, suppliers, partners and advisors, to ascertain their respectability and the legitimacy of their operations before engaging in business with them. Galsi takes equal care to ensure that any operations in which it plays a part do not, even potentially, present a risk of facilitating the receipt or exchange or use of money or assets deriving from criminal activity.

Relations with the auditors
The auditors, whether internal or independent, must have unfettered access to all data, documents and information required to carry out their duties.
In order to guarantee the maximum independence and impartiality, Galsi undertakes not to engage the services of any external auditing firm or company belonging to same “network”:
- for work other than auditing
- for activity that might compromise their independence and objective judgement

Relations with the Statutory Board of Auditors
The Auditors are appointed through a transparent process that guarantees, among other things, prompt and full information about the personal and professional qualities of the candidates.
Galsi has taken steps to ensure that the Statutory Board of Auditors are able to perform their duties, to carry out regular inspections, view all available documentation and receive answers to their ordinary and extraordinary requests for information, where necessary with the full collaboration of company personnel, with maximum transparency and precision.

Relations with suppliers
Suppliers play a fundamental role in furthering Galsi's overall competitiveness. As such the company selects the best suppliers in terms of quality, innovation, cost, service, continuity and ethics.
Galsi Collaborators are required to select their suppliers on the basis of the Ethical Principles contained in this Code. They are encouraged to create and maintain stable, transparent, co-operative relations with the vendors, while acting at all times in the best interests of Galsi.

In particular Galsi Collaborators must:

  • observe company procedures for selecting and dealing with suppliers;
  • not discriminate between suppliers, permitting all those who possess the minimum requisites for assignment of a contract to compete fairly on the basis of objective, declared, transparent and documented criteria;
  • obtain the collaboration of the vendor in ensuring the best mix of quality, cost and delivery time at all times;
  • operate within the prevailing law and regulations;
  • apply the terms stated in the contract;
  • maintain a frank and open dialogue with suppliers according to good commercial practice;
  • avoid situations of excessive dependence of either Galsi or the vendor;
  • require suppliers to follow the principles contained in this Code of Ethics and include in their contracts, where foreseen by the procedures, an express obligation to comply;
  • notify the manager or Monitoring Body immediately of any vendor behaviour that might potentially violate the Ethical Principles of the Code.

Relations with other outside collaborators
All those who come into contact with Galsi (outside professionals, advisors, agents, representatives, intermediaries and so on) are required to observe the principles contained in this Code of Ethics.

All Galsi Collaborators, in the performance of their duties, must:

  • observe company procedures for the selection and management of outside collaborators working for the company;
  • carefully assess the availability of alternative collaborators;
  • select collaborators with suitable professional qualifications and reputation;
  • ensure that outside collaborators working with the company provide the best mix of services, quality, cost, and delivery times at all times;
  • operate within the prevailing law and regulations;
  • apply the terms agreed in the contract; in particular, the fee must be exclusively related to the service stated in the contract and payments must not be made to entities other than those named in the contract or in a country different from that of the parties or execution of the contract;
  • maintain a frank and open dialogue with external collaborators according to good commercial practice;
  • require external collaborators to follow the principles contained in this Code of Ethics and include in their contracts, where foreseen by the procedures, an express obligation to comply;
  • notify the manager or Monitoring Body immediately of any behaviour by an external collaborator that appears to violate the Ethical Principles of the Code.

Relations with the Public Administration
The Public Administration, as defined by Law 165/2001, comprises all public sector entities including schools and colleges of every level and degree, educational institutions, central and local government agencies, regional, provincial and municipal authorities, mountain communities and their consortiums and associations, universities, independent social housing associations, chambers of commerce, industry, crafts and agriculture and trade associations, all non-economic national, regional and local public bodies and administrations, regional healthcare authorities and agencies.

Relations with the Public Administration are reserved exclusively for specific and/or authorised corporate officers, and governed by the following code of conduct:

  • no Galsi Collaborator may promise or pay any sum, promise or give goods in kind or other benefits to public officials in a personal capacity with the purpose of promoting or furthering the interests of Galsi, even under illicit pressure;
  • no Galsi Collaborator may evade the above provisions through forms of gifts or donations under the cloak of sponsorships, appointments, consulting, advertising, and so on, which in reality have the above illicit purpose;
  • any Collaborator asked to make such payments is obliged to report the fact immediately to their superior or the Monitoring Body.

Relations with representatives of political parties and interest groups
A representative of a political party is anyone holding a post or official position in a political party or movement.
A representative of an interest group is anyone holding a post or official position in an industry association, trades union, environmental organisation or similar.
No Galsi Collaborator may promise or pay any sum, promise or give goods in kind or other benefits to such representatives in a personal capacity to promote or further the interests of one or more Galsi companies, even under illicit pressure.
No Galsi Collaborator may evade the above provisions through forms of gifts or donations under the cloak of sponsorships, appointments, consulting, advertising, and so on, which in reality have the above illicit purpose.
On the other hand, some strictly official forms of collaboration contributing to the realisation of events or activities such as studies, research, conferences, seminars, etc. are permissible.

Treatment of confidential information
“Confidential Information” represents an integral part of the company’s assets and, as such, must be adequately protected.
Confidential Information is understood as any information regarding Galsi which if divulged accidentally or without authorisation could cause damage to the company or to Galsi.
Galsi has established internal procedures governing the handling of Confidential Information, including any information that may affect the stock price of the shareholder companies.

Personal data protection
“Personal data” is any information concerning a natural or legal person, entity or association, directly identified or indirectly identifiable by reference to other information, including a personal ID number.
Galsi, in the pursuit of its goals, acquires such information primarily to:

  • procure or deliver services;
  • assess business risk;
  • identify potential market spaces or segments.

In order to guarantee the protection of personal data, Galsi, in part through its Collaborators, undertakes to process the information in accordance with the data protection legislation and in particular according to the following criteria:

  • transparency with respect to the people to whom the data refers, who have the right to know what personal information has been collected, for what purposes and whether the data has been divulged;
  • lawful and proper processing of the data;
  • the processing must be pertinent to the declared purpose, i.e. the personal data will not be used for ulterior motives without the consent of the interested party (except in cases where the law does not require it);
  • data may not be divulged to third parties without the consent of the interested party (except in cases where the law does not require it);
  • the quality and accuracy of the data is guaranteed;
  • the interested party has the right to view their data and have it corrected if necessary.

Safety and the environment
Galsi acts on the belief that all Collaborators and third parties working for it have the right to a safe and comfortable workplace and that the environment is a patrimony that must be safeguarded in the interests of humanity, of future generations and of the company itself.

Galsi therefore conducts its business in the pursuit of excellence with regard to protection of the environment and the health and safety of its personnel and third parties, and aims to continuously improve its performance in this regard.

To this end Galsi:

  • undertakes to abide by the prevailing health and safety and environmental regulations;
  • inculcate in its contractors a culture of respect for the environment and safety at work

In order to enact its policy on the environment and safety, Galsi:

  • applies environmental, safety and quality management systems;
  • performs and maintains regular risk assessments in order to plan measures to protect and guarantee the health and safety of its Collaborators and others with access to the workplace;
  • provides continual training to the raise the awareness of management and all personnel on environmental and safety issues;
  • adopts the best available technologies to eliminate risks at source and reduce its impact on the environment;

B - WORK ETHICS AND THE PROTECTION AND VALORISATION OF COLLABORATORS

Recruitment and induction of collaborators
The company recruits collaborators and seeks working relationships with others in order to acquire the skills and expertise it lacks in the marketplace. The search for and selection of collaborators is conducted with respect for the privacy of the candidates, exclusively on the basis of objective and transparent criteria, protecting equal opportunities and avoiding all forms of favouritism.

Each collaborator, when joining the company, is provided with precise information regarding the rules governing the working relationship, the standards and procedures on health and safety in the workplace, and Galsi's corporate policies and Code of Ethics, in order to ensure rapid and immediate uptake and smoother integration into the life and culture of the company.

Remuneration
Galsi pays its collaborators on the basis of their qualifications, position and results achieved, ensuring full recognition of the merits of the individual and to maintain an overall pay structure that remains competitive against labour market benchmarks at all times.

Conflicts of interest
Collaborators must ensure that all their business decisions are taken in the best interests of Galsi. They must therefore avoid any conflict of interest between personal or family business and their duties within Galsi that may compromise the independence of their judgement or decisions.

All Collaborators who find themselves in a situation that might, even potentially, constitute or lead to a conflict of interest, must notify their manager promptly who, in accordance with company procedure, will inform the Monitoring Body so that the situation may be evaluated and action taken if necessary.

By way of example, here is a list (not exhaustive) of some of the situations that can lead to a conflict of interest:

  • have economic and financial interests (professional positions, etc.), including through relatives, with vendors, clients or competitors;
  • perform work, even through relatives, for clients, vendors or competitors;
  • accept money, gifts or favours of any kind from people, companies or entities that have or intend to have business relationships with Galsi;
  • use one's position in the company or information acquired through one's work in such a way as to create conflict between one's own interests and those of the company;

Proper use of company property
All Collaborators are responsible for looking after any company resources entrusted to them and are obliged to immediately report any threats or incidents that might prove damaging to Galsi.

In particular Collaborators must:

  • act diligently and responsibly to protect company property, in accordance with the rules and procedures governing its use;
  • avoid improper use of company property that could damage it or impair its value, or in any way harm the interests of the company;
  • obtain all necessary authorisations before taking goods or property outside the work environment.

The growing dependence on information technology means we must take special care to ensure the availability, security, integrity and optimum efficiency of this type of corporate asset.

Collaborators must not:

  • send threatening and injurious e-mails, use bad language, make inappropriate or undesirable comments in violation of the principles of Galsi Rules of Conduct that may offend individuals and/or harm the company's image;
  • engage in spamming or chain letters which may generate volumes of data traffic on the company network such as to noticeably reduce its efficiency and impact productivity;
  • visit Web sites containing indecent or offensive content;
  • violate corporate security rules in such a way as to compromise the functionality and protection of the information systems;
  • install on company IT systems borrowed or unauthorised software or make unauthorised copies of programmes licensed for personal, corporate or third party use.

Even the involuntary use of such resources for any purpose outside the sphere of the company's business may cause serious injury to the company (economic, reputation, competitiveness, etc.). In addition, improper use may also incur fines and penalties for illicit behaviour and could lead to disciplinary measures against the Employee.

Galsi expressly forbids any use of its IT systems that might represent a violation of prevailing law, or in any way present an offence to human liberty, integrity and dignity, in particular with regards to minors. Similarly, Galsi prohibits any use of its IT systems that might lead to illicit intrusion or harm to the computing systems of other parties.

Expenses will be reimbursed on presentation of an expense sheet, as long as they are reasonable, real and authorised, in accordance with the rules laid down in the relevant procedures. Employees must always ask for a receipt of purchase and keep personal and business expenses separate.

Gifts
It is forbidden to offer, directly or indirectly, money, gifts, or benefits of any kind in a personal capacity to the directors, managers or collaborators, of customers, suppliers, public authorities and institutions or any other organisations with the intent of gaining improper advantage. Acts of commercial courtesy, such as gifts or forms of hospitality, are permitted provided they are of limited value and in any case do not compromise the integrity and reputation of either of the parties or influence the independent judgement of the recipient.
In any case this type of expense must always be authorised by the officer specified in the procedures and duly documented.

In the same way Collaborators may not receive gifts or favours, except within the realms of normal courtesy and only if they are of limited value. Any Collaborator who receives gifts over the admissible limits must immediately notify their superior who, in conjunction with the Monitoring Body, will promptly return the gift or decide the most appropriate course of action and inform the donor of Galsi's policy on the matter.

This rule, which covers all gifts, whether promised, given or received, also applies in countries where the offer of valuable gifts to trading partners is customary.

C – ETHICS IN COMMUNICATIONS AND PUBLIC RELATIONS

Relations with public bodies
Galsi entertains ongoing relations with local, regional, national and international bodies in order to represent its mission, its projects and development plans.

Contacts with public officials are reserved for the appointed officers or persons who holding an explicit mandate from Galsi management.
Such contacts must be conducted in a spirit of loyalty, transparency and constructive collaboration with the public authority aimed at promoting and defending the interests of Galsi.
Galsi represents and promotes its interests transparently, rigorously and coherently, avoiding any suggestion of collusion.

Relations with representatives of political parties
Galsi entertains relations with representatives of political parties for the sole purpose of increasing its understanding of issues that concern it and to transparently put forward its own positions.
Galsi does not fund or support any political party or its representatives and maintains a strictly neutral stance during electoral campaigns or events involving political parties.

Relations with interest groups
Galsi entertains relations with interest groups and associations (e.g. Confindustria) for the purpose of business development, to establish partnerships of mutual interest and to present its positions of topics of common interest.
The presentation of Galsi's positions to groups or associations must have the express consent of top management or specific officers.

Relations with the mass media
All contacts with the media must be conducted exclusively by the appointed officers.
Media relations must be governed by the principle of respect for freedom of information. All information given to the media must be accurate, co-ordinated and coherent with Galsi's principles and policies, must be in conformity with the law, standards and professional code of practice and must be clear and transparent. It is absolutely forbidden to divulge false information.

Corporate communications
All information furnished about Galsi (company profiles, A/V presentations etc.) must be fully transparent and faithful to the facts.
All information regarding the business, results, positions and strategies of Galsi divulged through conventions, conferences, seminars, public appearances, or in articles, reports or publications of any kind must comply with the rules on the protection of confidential company information.

Sponsorships and donations
Galsi may sponsor or back initiatives by public and private entities or non-profit organisations provided they are properly constituted under the law and uphold Galsi's Ethical Principles.
Sponsorships and donations may be made to events and initiatives of a social, political, cultural, sporting or artistic nature, or to realise studies, research, conventions and seminars on topics of interest to Galsi. Where possible, Galsi will collaborate in the preparation of such events in order to guarantee their quality.

SECTION THREE: ENFORCEMENT

Any collaborator who learns of a situation that effectively or potentially represents a violation of the Code of Ethics must immediately notify their own company's MB (Monitoring Body) or that of Galsi S.p.A., and eventually their own immediate superior.

Monitoring Body
The duties of the MB with respect to the Code of Ethics are as follows:

  • to set out procedures for the reporting of violations and how they should be dealt with. In order to properly safeguard confidentiality, the procedures must also ensure that the process prevents reports of little consequence, unsubstantiated or entirely without foundation.
  • to collect, analyse and verify reports of violations of the Code of Ethics, communicate the appropriate reporting method (fax, e-mail, etc), and protect the confidentiality of those reporting any violations;
  • to decide on serious violations;
  • to ensure effective communication and training procedures and supervise initiatives to divulge and further a better understanding of the Code of Ethics;
  • to advise on the interpretation of important aspects;
  • to maintain the Code of Ethics and keep it up to date;
  • to employ external consultants where necessary to perform periodic checks on the application of the Code of Ethics;

Training and communication
Legal Affairs works in conjunction with the MB to design and put in place suitable internal communication and training programmes to promote a greater awareness of and familiarity with the Code of Ethics.

Similar communication plans exist to inform outsiders of the Galsi Code of Ethics and to instruct the interested parties on how to report eventual violations.

Value of the Code of Ethics
Observance of the Code of Ethics, its principles and provisions, and its coherent dissemination and application in the performance of one's duties is an essential and integral part of the contractual obligations of every Collaborator.