chelab s.r.l. organization, management and control model

Organization,Management and Control Model according to Italian Legislative Decree no. 231/2001

Chelab S.r.l.

Organization, Management and Control Model according

to Italian Legislative Decree no. 231/2001

Edition no. 1 of the Organization Model approved by Chelab S.r.l. Board of Directors

on February 6, 2019 together with the Code of Ethics

Organization, Management and Control Model according to Italian Legislative Decree no. 231/2001.

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CONTENTS

DEFINITIONS AND TERMS ...................................................................................................................................... 6

CHAPTER 1 ............................................................................................................................................................ 7

PREAMBLE ............................................................................................................................................................ 7

1.1 RULES OF REFERENCE .......................................................................................................................................... 8 1.2 DESCRIPTION OF COMPANY ADMINISTRATIVE LIABILITY AND CONDITIONS FOR INVOKING ITS ABSENCE ............................... 8 1.3 CONDITIONS FOR INVOKING THE JUSTIFICATION CAUSE.................................................................................................... 9 1.4 TYPES OF CRIME ............................................................................................................................................... 10 1.5 SANCTIONS ..................................................................................................................................................... 11 1.6 ATTEMPTED CRIMES ......................................................................................................................................... 12 1.7 AUTHORS OF THE CRIME: TOP MANAGERS AND EMPLOYEES SUBJECT TO OTHER PEOPLE’S DIRECTION ............................... 13 1.8 CRIMES COMMITTED ABROAD ............................................................................................................................ 13 1.9 PROCEDURE TO ASCERTAIN THE WRONGDOING ..................................................................................................... 13 2.1 DESCRIPTION OF SERVICES AND CONSULTING ........................................................................................................ 14 2.3 THE INSTITUTIONAL STRUCTURES OF THE COMPANY: BODIES AND SUBJECTS ............................................................... 20 2.4 ORGANIZATION AND ORGANIZATION CHARTS OF THE COMPANY ............................................................................... 20

CHAPTER 5 ...........................................................................................................................................................22

SPECIAL SECTION NO. 1 ........................................................................................................................................23

CRIMES AGAINST THE PUBLIC ADMINISTRATION .................................................................................................23

1. FUNCTION OF THE SPECIAL SECTION ........................................................................................................................ 23 2. TYPES OF CRIME AGAINST THE PUBLIC ADMINISTRATION LISTED IN LEGISLATIVE DECREE NO. 231/2001 ............................ 23 2.1 EMBEZZLEMENT TO THE DETRIMENT OF THE STATE OR THE EUROPEAN UNION (ART. 316 BIS CRIMINAL CODE) ................ 24 2.2 UNDUE RECEIPT OF FUNDS TO THE DETRIMENT OF THE STATE (ART. 316 TER CRIMINAL CODE) ...................................... 24 2.3 FRAUD AGAINST THE STATE, ANOTHER PUBLIC BODY OR THE EUROPEAN UNION (ART. 640, PARAGRAPH 2 (1), CRIMINAL

CODE) 24 2.4 COMPUTER FRAUD (ART. 640 TER CRIMINAL CODE) AGAINST THE STATE OR A PUBLIC BODY ......................................... 24 2.5 TYPES OF MALFEASANCE (ART. 317 CRIMINAL CODE), BRIBERY (ART. 318 AND FOLLOWING ART. CRIMINAL CODE), BRIBERY

OF PUBLIC SERVICE OFFICER (ART. 320 CRIMINAL CODE) AND INCITEMENT TO BRIBERY (ART. 322 CRIMINAL CODE) ..................... 25 2.6 MALFEASANCE (ART. 317 CRIMINAL CODE) ......................................................................................................... 25 2.7 BRIBERY TO EXERCISE THE FUNCTION (ART. 318 CRIMINAL CODE) ............................................................................ 25 2.8 BRIBERY FOR AN ACT CONTRARY TO OFFICE DUTIES (ART. 319 CRIMINAL CODE) ......................................................... 25 2.9 BRIBERY IN JUDICIAL ACTS (ART. 319 TER CRIMINAL CODE) ..................................................................................... 25 2.10 INCITEMENT TO GIVE OR PROMISE BENEFITS (ART. 319 QUATER CRIMINAL CODE) ....................................................... 25 2.11 BRIBERY OF A PUBLIC SERVICE OFFICER (ART. 320 CRIMINAL CODE). ......................................................................... 25 2.12 INCITEMENT TO BRIBERY (ART. 322 CRIMINAL CODE). ........................................................................................... 25 2.13 EMBEZZLEMENT, MALFEASANCE, BRIBERY AND INCITEMENT TO COMMIT BRIBERY OF MEMBERS OF THE BODIES OF THE EUROPEAN

COMMUNITY AND FOREIGN STATES (ART. 322 BIS CRIMINAL CODE)..................................................................................... 26 2.14 TRADING IN INFLUENCES (“INFLUENCE PEDDLING”) ................................................................................................ 27 3. CONCEPT OF OFFICEHOLDER AND PUBLIC SERVICE OFFICER ........................................................................................... 27 3.1 PREAMBLE ...................................................................................................................................................... 27 3.2 PUBLIC ADMINISTRATION BODIES ....................................................................................................................... 27 3.3 OFFICEHOLDER AND PUBLIC SERVICE OFFICER (ART. 357 AND 358 CRIMINAL CODE) .................................................... 27


CORPORATE CRIMES ............................................................................................................................................29

1. FUNCTION OF THE SPECIAL SECTION ........................................................................................................................ 29 2. COMPANY CRIMES LISTED IN ART. 25 TER OF LEGISLATIVE DECREE NO. 231/2001 ......................................................... 29


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CRIMES WITH PURPOSES OF TERRORISM AND SUBVERSION OF DEMOCRACY .....................................................32

1. FUNCTION OF THE SPECIAL SECTION ........................................................................................................................ 32


CRIMES IN THE FIELDS OF HEALTH AND SAFETY IN THE WORKPLACE ...................................................................34

1. FUNCTION OF THE SPECIAL SECTION ........................................................................................................................ 34 2. CRIMES IN THE FIELDS OF HEALTH AND SAFETY AT THE WORKPLACE AS PER LEGISLATIVE DECREE NO. 231/2001 .................. 34 2.1 MANSLAUGHTER (ART. 589 CRIMINAL CODE) ...................................................................................................... 34 2.2 SERIOUS OR VERY SERIOUS UNINTENTIONAL INJURIES (ART. 590, PARA. 3 CRIMINAL CODE) ......................................... 34


FENCING, MONEY LAUNDERING, AND USE OF MONEY, GOODS OR EARNINGS OF ILLEGAL ORIGIN .....................37



TRANSNATIONAL CRIMES ....................................................................................................................................39

1. FUNCTION OF THE SPECIAL SECTION ............................................................................................................................ 39


CRIMES AGAINST THE FUNDAMENTAL RIGHTS OF FREEDOM ...............................................................................41



COMPUTER CRIMES AND ILLICIT DATA PROCESSING ............................................................................................43



ORGANIZED CRIMES .............................................................................................................................................45


SPECIAL SECTION NO. 10 ......................................................................................................................................47

INCITEMENT NOT TO MAKE STATEMENTS OR TO MAKE FALSE STATEMENTS TO THE JUDICIAL AUTHORITIES .....47



CRIMES AGAINST INDUSTRY AND TRADE .............................................................................................................49



CRIMES AGAINST COPYRIGHT ..............................................................................................................................51



COUNTERFEITING AND ALTERATION OF TRADEMARKS OR DISTINCTIVE BRANDS AND INTRODUCTION INTO THE STATE OF PRODUCTS BEARING FALSE SIGNS ........................................................................................................53



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ENVIRONMENTAL CRIMES ...................................................................................................................................55



EMPLOYMENT OF CITIZENS FROM THIRD COUNTRIES AND WHOSE STAY IS IRREGULAR..................................... 57 1. FUNCTION OF THE SPECIAL SECTION ........................................................................................................................ 57

SUPERVISORY BODY .............................................................................................................................................58

1 - Identification and location of the Supervisory Body....................................................................................... 58 2 - Appointment of the Supervisory Body and support of internal functions ...................................................... 58 3 - Duration, withdrawal, waiver, removal of the Supervisory Body ................................................................... 58 4 - Functions and powers of the Supervisory Body .............................................................................................. 59 ….. ........................................................................................................................................................................ 59 5 - Activities, inspections and reports of the Supervisory Body ........................................................................... 59 6 - Meetings and checks of the Supervisory Body ............................................................................................... 59 7 - Report to the Supervisory Body ...................................................................................................................... 59 7.1 - Compulsory reporting, means of protection for the employee who reports wrongdoing and sanctions against those who violate the protection of the informant. ............................................................................... 60 8 - Register of the activities carried out by the Supervisory Body ....................................................................... 62

SANCTIONS ..........................................................................................................................................................62

4 - Measures addressed to commercial partners, consultants, external collaborators or other subjects having trade relationships with the Company (including subcontractors) ..................................................................... 64 2 - Report to collaborators and third parties....................................................................................................... 65

ATTACHMENTS .....................................................................................................................................................65

1) CODE OF ETHICS; ................................................................................................................................................. 65 2) LIST OF “KEY OFFICERS”, RISK ASSESSMENT (MASTER FILE WITH MATRIX OF RELEVANT RISKS AND TOP MANAGEMENT ACCORDING TO

EACH SINGLE AREA OF ACTIVITY). ..................................................................................................................................... 65 3) ORGANIZATION AND FUNCTIONAL CHARTS. ................................................................................................................ 65 4) LIST OF ACCREDITATIONS, CERTIFICATIONS AND AUTHORIZATIONS. ................................................................................. 65 5) LIST OF COMPANY PROCEDURES .............................................................................................................................. 65 5.1) LIST OF SYSTEM GENERAL PROCEDURES, TEST METHODS, ETC. APPLIED IN LABORATORY ACTIVITIES IN THE FIELDS OF

ENVIRONMENT, FOOD, ETC. ............................................................................................................................................ 65 6) LIST OF REGULATED ACTIVITIES PERFORMED AT THE PHARMA COSMETICS AND RELATED AUTHORIZATIONS AND INTERNAL

DOCUMENTS OF THE PHARMA LAB. .................................................................................................................................. 65


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ORGANIZATION, MANAGEMENT AND CONTROL ACCORDING TO

ITALIAN LEGISLATIVE DECREE NO. 231/2001

GENERAL SECTION


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DEFINITIONS AND TERMS

The main terms used in the Organization, Management and Control Model are defined below:

Model: the principles of behavior and operative procedure adopted by Chelab S.r.l. to prevent

the commission of crimes as envisaged by articles 6 and 7 of Legislative Decree no.

231/2001 and subsequent amendments, the Code of Ethics, company policy and

procedures that were adopted to regulate the carrying out of activities falling within

the field of application of the rules of Legislative Decree no. 231/2001, including

supervision and sanctions.

Top management: people who play, even de facto, a role of representation, administration or

management of the Company.

Public Administration: any public body, or natural or legal person, acting as an officeholder or a public service

officer, or as a member of an EU body or officer of a foreign State.

Sensitive activities: any process within company activity in relation to which the commission of crimes

sanctioned by Legislative Decree no. 231/2001 is deemed possible.

Procedures: all rules and procedures to regulate the performance of certain company operations

and activities according to each area of risk hereafter listed, integral parts of the

Model.

Recipients: all the subjects to whom the Model is addressed, and more specifically partners,

managers, auditors, directors, employees, collaborators of various nature (temporary

workers, trainees, etc.), consultants and stakeholders in general.

Traceability: the procedural aspect envisaging the proof of the performance of a certain event or

a decision-making process through correct documents.

Supervisory Body: the Body which, in the application of the Model, monitors (i) the compliance with the

prescriptions of the Model (in relation to the different types of crime as per the

Decree); (ii) on the effectiveness of the Model in relation to company structure and

the effective ability to prevent the commission of crimes; (iii) on the application of

internal disciplinary sanctions after a violation of the rules envisaged by the Model by

the interested subjects; (iv) on the planning and execution of suitable training

activities, as well as (v) on the opportunity to update the Model whenever there is a

need to amend it in relation to the introduction of new types of crime within the

scope of application of Legislative Decree no. 231/2001, and / or to the varied

environmental conditions and / or new directions of the best practice.

Internal Auditing: the function and / or persons responsible for carrying out internal control activities

through all the necessary or useful tools to verify the activities performed by the

company to guarantee the achievement of both quantitative and qualitative targets

through correct and transparent methods. The internal auditing reports to the

Supervisory Body and directly reports to the Board of Directors.


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CHAPTER 1

Preamble


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1.1 Rules of reference

Legislative Decree no. 231 of 8 June 2001 introduced in Italy the administrative responsibility of legal persons, companies and

associations, even without legal responsibility, for facts related to the commission of crimes.

Such rule envisages the direct responsibility of institutions with the imposition of penalties, resulting in the ascertainment of

certain crimes committed in the interest or for the benefit of the Company by directors, managers, employees and collaborators

of companies.

The list of crimes relevant to the legislation in question has been significantly expanded and it now includes environmental

crimes, corruption –including between private parties–, bribery, money laundering and self-money laundering, up to the most

recent provisions against racism, xenophobia and protection of reports of crime / wrongdoing performed by employees /

collaborators (“Whistleblowing”), with specific communication channels.

Chelab S.r.l. (hereinafter referred to as the “Company”) deems it appropriate to adopt this Model of Organization in compliance

with the provisions contained in Legislative Decree no. 231/2001. This option will increase the level of transparency and efficiency

in the management of corporate activities and improves the organization by defining precise procedures and specific rules of

conduct.

This Model of Organization, Management and Control contains specific procedures and provisions prescribed by the relevant

legislation, the Guidelines of Confindustria (Italian Manufacturers’ Association), and the documents issued by any trade

association to which the Company belongs; in the drafting of the model, specific attention was also paid to the recent and well-

established case law.

The provisions contained in this Model must be applied to “Recipients”, namely directors, delegates, functional managers,

employees and anyone acting in the name of or on behalf of the Company; the subjects that act by virtue of a contractual

relationship or a relationship of any other nature, even if not permanent, are also bound.

For the purposes of Legislative Decree no. 231/2001, the crimes committed in the interest of or for the benefit of the Company

take on importance:

by natural persons having functions of representation, administration or management of the the Company itself, or of an

organizational unit with financial and functional independence (including plant managers and / or special attorneys), as well as

by natural persons managing and controlling the Company also de facto (the so-called “top management”; article 5, paragraph

1 (a) of Legislative Decree no. 231/2001), or

by natural persons, subject to the management, or supervision of one of the aforementioned persons (people directed by

other managers, article 5, paragraph 1 (b) of Legislative Decree no. 231/2001)

The first category includes managers, attorneys, directors and heads of company departments; the latter concerns anyone who

is internally operating in the Company even in a position that is not formally part of an employment relationship as long as it is

subject to the direction or supervision of others (e.g. external consultants).

The mere existence of one of the relationships described above is not sufficient for the offender to give rise to liability for the

legal person since it is also necessary that the crime has been committed in the interest or for the benefit of the same.

1.2 Description of company administrative liability and conditions for invoking its absence

The principle according to which a company may commit a crime –introduced by the Legislative Decree no. 231/2001– envisages

the autonomous corporate criminal liability when a person having top or subordinate positions commits certain crimes in the

interest or for the benefit of the Company.


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The mere existence for the offender of one of the relationships is not sufficient to give rise to the liability of the legal person, but

it is also necessary that the crime be committed in the interest or for the benefit of the same.

As the law expressly envisages (art. 5, paragraph 2, of Legislative Decree no. 231/2001), the Company cannot be held liable if the

person acted in his / her exclusive interest or third parties’; the Company can thus be held liable if the offender committed the

crime to pursue an exclusive and / or concurrent interest of the Company itself, or if the crime is however beneficial. The

Company cannot be held liable if the actual offender committed the crime in his / her interest or third parties’, the non-

coincidence of the interests between the offender and the Company interrupts the relationship of identification with the

Company1.

In addition to the crimes committed with malicious intent by top managers, managers, collaborators and employees, the

Company is also liable for crimes committed by its directors / top managers, employees / collaborators, even committed

unintentionally arising from infringement of environmental provisions and safety at work attributable to negligence, imprudence

or malpractice.

The peculiarity of the provisions introduced by this rule lies in the fact that these crimes are always intended as committed in

favor of the Company unless the Company proves that the crime was committed by the person eluding the Model implemented

by the Company through an adequate organizational setup for this purpose.

The liability of the Company integrates the liability belonging to the natural person who committed the crime.

The competent criminal Court for all the crimes committed by natural persons also ascertains the violation that can be attributed

to the Company; moreover, since the guarantees for the defendant are extended to the Company, it can be maintained that the

rule under examination introduced the criminal liability of companies.

Upon the occurrence of a predicate offense, the liability can be ruled out if the Company had previously adopted and efficaciously

implemented a Model of organization and management that is suitable to prevent similar crimes.

1.3 Conditions for invoking the justification cause

The justification envisaged in Legislative Decree no. 231 establishes that, when crimes are committed by persons in charge of

representation, administration or management of the Company or of one of its organizational units having financial and

functional independence, as well as by persons managing even de facto and controlling it, the Company cannot be held liable if

the following is proved:

(i) before the commission of the crime, the Company had already adopted and effectively implemented a Model of

organization and management that is suitable to prevent similar crimes;

(ii) the supervision on the functioning and the observance of the Model and its updating were entrusted to a

department of the Company having independence as for initiative and control (Supervisory Body);

(iii) the offender committed the crime fraudulently eluding the Model;

(iv) there was no omission or insufficient supervision by the Supervisory Body regarding the Model and its efficient

implementation.

If the crime is committed by persons subject to the management or supervision of one of the subjects in charge of management

functions, the Company is liable if it was made possible by the violation of management and supervisory obligations.

1 According to the provisions of art. 4 of Legislative Decree no. 231/2001, the Company can be held liable in Italy in relation to crimes envisaged by such Decree, but committed abroad.


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This non-compliance is excluded if, before the commission of the crime by the collaborator / employee, the Company had already

adopted and effectively implemented an Organization Model suitable to prevent predicate offenses belonging to the same type

of what was committed.

In the case of a crime committed by those subjected to the management or supervision of others, the Company is liable (article

7, paragraph 1 of Legislative Decree no. 231/2001) if the crime was facilitated by the violation of management or supervisory

obligations to which the Company is bound.

In any case, the violation of the management or supervisory obligations is excluded if the Company, before committing the crime,

had already adopted and effectively implemented a Model suitable for preventing the crimes of the same type as the one

committed.

In order to be valid for invoking the justification, the Model must comply with the requisites envisaged by art. 6, paragraph 2 and

3, of Legislative Decree no. 231/2001; in particular, the following must be done:

find and isolate the activities within which the predicate offenses relevant for the purposes of Legislative Decree no.

231/2001 (risk assessment) can be committed;

envisage specifics protocols to plan the decision-making process of the Company and its implementation in relation to

the crimes to prevent;

envisage specifics procedures to manage the training of the employees;

introduce specific procedures and limits in the management of financial resources to curb the possibility of committing

specific crimes;

adopt suitable procedures to prevent the crime; for example, with regard to safety in the workplace, the Company must

have previously adopted and implemented a safety management system compliant with the provisions of art. 30 of

Legislative Decree no. 81/08 (“Testo unico per la sicurezza sul lavoro”, Consolidated law on safety at work), containing

the conditions required to obtain the effectiveness of the exemption of the organization model; the same holds true

for implementing appropriate procedures to prevent the commission of other crimes as per Legislative Decree no.

231/2001, including the procedures to guarantee the correct issuing of test reports, the compliance with environmental

legislation, the relations with suppliers, customers, public and control bodies, etc.

envisage information obligations towards the body in charge of supervising the functioning and observance of the

Models;

introduce a suitable disciplinary system to sanction the failure to comply with the measures listed in the Model.

1.4 Types of crime

The crimes that imply the administrative liability of companies are only those expressly listed by the Decree, as listed below:

1. crimes against the Public Administration (such as bribery and embezzlement against the State, undue incitement

to give or promise benefits, fraud and computer fraud against the State, illicit trade of influences, etc., listed in

articles 24 and 25 of Legislative Decree no. 231/2001);

2. crimes against public trust (such as forgery of money, credit cards and stamp duties, listed in art. 25 bis of

Legislative Decree no. 231/2001);

3. corporate crimes (such as false corporate communications, prevented control, illicit influence on the Meeting,

bribery between private parties, listed in art. 25 ter of Legislative Decree no. 231/2001);

4. crimes aimed at acts of terrorism and subversion of the democratic order (including the financing for such

purposes), listed in art. 25 quater of Legislative Decree no. 231/2001;


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5. crimes against the fundamental rights of freedom (such as exploitation of prostitution, child pornography, human

trafficking and slavery, as per art. 25 quinquies of Legislative Decree no. 231/2001).

6. market abuse (abuse of privileged information and market manipulation), listed in art. 25 sexies of Legislative

Decree no. 231/2001, introduced by art. 9 of law no. 62, dd. April 18, 2005 (“2004 Community Law”);

7. infibulation (as per art. 25 quater of Legislative Decree no. 231/2001);

8. transnational crimes, as per art. 10 of law no. 146 dd. March 16, 2006, concerning “Ratification and

implementation of the Convention and Protocols of the United Nations against transnational organized crime,

adopted by the General Assembly on November 15, 2000 and May 31, 2001”;

9. manslaughter and serious or very serious unintentional personal injuries, committed by violating the rules on

accident prevention and on the protection of hygiene and health at work, as per articles 589 and 590, third

paragraph, of the Criminal Code, listed in art. 25 septies of Legislative Decree no. 231/2001.

10. crimes concerning receiving, recycling of money, goods or benefits of illicit origin, self-recycling as per Legislative

Decree no. 231 dd. November 21, 2007;

11. bribery –sanctioned both between the officers of the Public Administration, companies and private parties–,

incitement to bribery, and other corporate crimes, as per art. 25 ter of Legislative Decree no. 231/2001;

12. computer crimes and illegal data processing, as per law no. 48, dd. March 18, 2008, on the ratification and

execution of the Convention of the Council of Europe on cybercrime held in Budapest on November 23, 2001 and

rules for national harmonization.

13. Organized crime (as per art. 416 sixth paragraph, 416 bis, 416 ter and 630 of the Criminal Code) as listed in art. 24

ter of Legislative Decree no. 231/2001);

14. crimes against industry and trade (as per articles 513, 514, 515, 516, 517, 517 ter and 517 quater, of the Criminal

Code, listed in art. 25 bis 1 of Legislative Decree no. 231/2001);

15. counterfeiting and alteration of trademarks or distinctive signs as well as the introduction into the State of

products with false signs (as per articles 473 and 474 of the Criminal Code, as listed in art. 25 bis of Legislative

Decree no. 231/2001);

16. copyright crimes (as listed in art. 25 novies of Legislative Decree no. 231/2001);

17. incitement not to make statements or make false statements to the judicial authority (envisaged by art. 25 decies

of Legislative Decree no. 231/2001);

18. environmental crimes listed in art. 25 undicies of Legislative Decree no. 231/2001 (as amended by law no.

68/2015).

19. hiring of citizens from third countries whose stay is irregular (envisaged in art. 25 duodecies of Legislative Decree

no. 231/2001).

20. incitement to racism and xenophobia (art. 25 terdecies)

21. provisions to protect informants of crimes or irregularities of which they became aware in the context of a public

or private employment relationship) extended the scope of the “whistleblowing” (addition to art. 24 bis).

1.5 Sanctions

The sanctions envisaged by Legislative Decree no. 231/2001 and attributable to the Company after committing or attempting to

commit the above-mentioned crimes are the following:

a fine up to a maximum of euro 1,549,370.69 (and writ of attachment as a precautionary measure);

disqualification measures (also applicable with a precautionary nature) lasting not less than three months and not

exceeding two years; namely,

- ban on the activity;

suspension or revocation of authorizations, licenses or concessions that are functional to the

commission of the wrongdoing;

- ban on contracts with the Public Administration;

- exclusion from benefits, loans, contributions or subsidies and the potential cancellation of the already

granted ones;

- ban on advertising goods or services;

confiscation (and preventive seizure as a precautionary measure);


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publication of the judgement (if a disqualification measure is applied);

Company under external administration.

The pecuniary sanction is determined by the criminal Court. The quantification varies according to the number of quotas

(minimum unit of the financial penalty) applied; the evaluation takes into consideration the seriousness of the crime, the degree

of liability of the Company, the activity carried out to eliminate or mitigate the consequences of the crime, or to prevent the

commission of other crimes. The pecuniary sanctions are determined by a system based on “quotas” (the relevant unit of

measurement) not less than one hundred and not exceeding one thousand. The amount of the pecuniary sanction for each quota

ranges from a minimum of euro 258.22 up to a maximum of euro 1,549.37. The minimum amount of the sanction thus ranges

from a minimum of euro 25,800 up to a maximum of euro 1,549,000.

The Court determines:

the number of quotas, considering the seriousness of the fact, the degree of liability of the Company and the

activity carried out to eliminate or mitigate the consequences and to prevent the commission of further

wrongdoings;

the amount of the single quota, based on the economic and financial conditions of the Company.

Disqualification sanctions only apply to crimes for which they are expressly envisaged as crimes against the Public Administration

as per articles 24 and 25 of Legislative Decree no. 231/2001; some crimes against the public trust such as forgery of money as

per article 25 bis of Legislative Decree no. 231/2001; acts of terrorism and subversion of the democratic order as per art. 25

quater of Legislative Decree no. 231/2001, crimes against the fundamental rights of freedom as per art. 25 quinquies of Legislative

Decree no. 231/2001; mutilation of female genital organs as per art. 25 quater of Legislative Decree no. 231/2001; transnational

crimes as per article 10 of law no. 146 dd. March 16, 2006; manslaughter and serious or very serious unintentional personal

injuries committed by violating the rules on accident prevention and on the protection of hygiene and health at work as per art.

25 septies of Legislative Decree no. 231/2001; receiving stolen property, recycling of money, goods or other benefits of illicit

origin as per art. 25 octies of Legislative Decree no. 231/2001; environmental crimes as per art. 25 undicies of Legislative Decree

no. 231/2001 and computer crimes and illicit data processing as per art. 24 bis of Legislative Decree no. 231/2001 and provided

at least one of the following conditions applies:

a) the Company has made a significant profit from the crime and it was committed by top executives or by subjects

subjected to the management of others when –in the latter case– the crime was determined by or facilitated due to

serious organizational deficiencies;

b) in the event of repeated wrongdoings.

In addition to the financial penalty, disqualification sanctions apply: they are envisaged only for certain crimes and are applied

temporarily; however, in specific cases of particular seriousness or in the presence of previous convictions, they may be applied

definitively. In the most serious cases, the prohibition of performing any activity, the prohibition to contract with the Public

Administration and the prohibition to advertise goods or services can be applied definitively.

1.6 Attempted crimes

Financial penalties (in terms of amount) and disqualification measures (in terms of time) related to the crimes indicated in

Chapter I of Legislative Decree no. 231/2001 –whether committed or attempted– are reduced from one third to half, while the

imposition of sanctions is excluded when the Company voluntarily prevents the completion or the realization of the event (art.

26).

In this case, the exclusion of sanctions is justified by the interruption of any relationship of identification between the Company

and the subjects who assume they are acting in its name and on its behalf. This is a particular hypothesis of the so-called “active

withdrawal”, envisaged by art. 56, paragraph 4, Criminal Code.


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1.7 Offenders: top managers and employees subject to other people’s direction

According to Legislative Decree no. 231/2001, the Company is liable for the crimes committed in its interest or to its benefit:

by “people representing, managing or leading the Company or one of its organizational units having financial and

functional independence as well as by people who even de facto, manage and control the company (“top managers”; art.

5, paragraph 1 (a), of Legislative Decree no. 231/2001);

by persons subject to the direction or supervision of one of the top managers (subjects subjected to the direction of

others); art. 5, paragraph 1 (b) of Legislative Decree no. 231/2001).

By express legislative provision (article 5, paragraph 2, Legislative Decree no. 231/2001), the Company cannot be held liable if

the persons have acted in the exclusive interest of themselves or of third parties. The first case includes the directors, managers

and persons in charge of company functions. “Subject to the management of others” may instead be anyone who operates

internally in a position that does not formally envisage an employment relationship, provided that it is subject to the direction

or supervision of others (e.g. external consultants).

The mere existence of one of the relationships described above in relation to the offender is not sufficient alone to give rise to

the liability of the legal person, but it is also necessary that the crime was committed in the interest of or for the benefit of the

legal person. Therefore, the Company is liable for the crime if the offender has committed it with the intention of pursuing an

exclusive and / or concurrent interest of the Company itself, or if the crime proves in any case advantageous for the latter.

1.8 Crimes committed abroad

According to art. 4 of Legislative Decree no. 231/2001, the Company can be held responsible in Italy (provided for by the Decree

itself) for crimes that were committed abroad. The Report on the Legislative Decree no. 231/2001 underlines the need for

envisaging a sanction for a criminal situation that frequently occur, even to avoid easy evasion of the entire regulatory

framework.

The prerequisites (provided for by the law, or inferable from the Legislative Decree no. 231/2001) on which corporate liability is

based as for crimes committed abroad are indicated in articles 7-10 of the Italian Criminal Code.

1.9 Procedure to ascertain the wrongdoing

The liability for administrative wrongdoing stemming from a crime is also ascertained during a criminal trial. In this regard, art.

36 of Legislative Decree no. 231/2001 states that “The competence to be acquainted of the administrative wrongdoing of the

Company belongs to the criminal Court responsible for the crimes upon which they depend”.

Another rule, inspired by reasons of effectiveness, homogeneity and procedural economy, concerns the mandatory bringing

together of proceedings. The trial against the Company must be, as far as possible, carried out with the criminal proceedings

instituted against the natural person liable for the crime stemming from Company’s liability (art. 38). This rule is balanced by art.

38, para. 2 which, conversely, governs the cases when there are separate proceedings for the administrative wrongdoing.

Redacted…

2.1 About the Company

The Company Chelab S.r.l., controlled by Silliker Italia Holding S.r.l., carries out its activity under the control and direction of the

parent company Mérieux NutriSciences Corporation (USA), has its registered office in Resana (Treviso), –as well as several

operating offices in Italy– and deals with sampling and analytical services in the fields of food, pharma, environment and


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Consumer Goods. The Company performs tests on organoleptic, physical, chemical, microbiological and product characteristics,

on residues and micropollutants.

More specifically, the corporate purpose concerns:

1) the establishment and management of structures and services in special purpose-built centers and with the support

of regularly qualified personnel, namely the execution for third parties of chemical, physical, mineralogical, biological,

microbiological, toxicological and performance, and sensory tests, inspections, research activities, consultancy, market

research in the sectors of food, livestock, veterinary, chemicals, oil, petrochemicals, mining, consumer goods,

pharmaceuticals, environmental, ecological, workplaces, textiles and leather, cosmetics and detergents;

2) The provision of services related to the execution of biological, toxicological, agronomic and chemical analysis and

research of any nature and to the activity of consulting, and basic and applied research in the fields of chemistry,

biology, pharmaceuticals and pharmacology, cosmetics and food sciences.

3) The organization and implementation of quality controls in the sectors listed above.

4) The organization of education and training courses in the fields of chemistry, biology, pharmacology, cosmetics, and

quality control.

5) Testing, patenting, purchasing and granting of licenses relating to chemical, pharmaceutical, cosmetic products and

related technologies.

6) The inspection and certification of compliance of single processes, services and products of any nature to EU Directives

or to rules and regulations applied to voluntary trademarks or in the implementation of standards with international

validity.

Some examples

a) Technical assistance in quality controls in the provision of raw materials, finished products, goods and analysis and

research, including samples collection from customers.

b) Technical and organizational assistance in quality controls of production processes and in issues concerning

environmental hygiene and work safety.

c) Technical investigations of any kind related to ecological, environmental and food production issues.

d) Technical, organizational and management services and assistance in the field of chemical, industrial and commodity

analysis.

e) Consulting on aspects concerning the regulatory field, the system and the products, label creation and check, training

courses and provision of reporting services through databases in the field of food, cosmetics, detergent products and

in the industrial sector in general.

In performing analytical and / or professional activities, the Company relies on services provided by qualified personnel and

in any case qualified according to current legislation. In addition, the wholesale and retail trade of products and equipment,

related to the field of activity, may be exercised.

2.1 Description of services and consulting

The main sectors of reference of Company’s activities are the following:

1) Food safety and quality;


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1.1) Food industry: analytical (chemical, physical and microbiological analysis of food products) and regulatory

sector, food safety consulting.

1.2) Agriculture and breeding: analytical consulting on nearly 750 active principles of detectable pesticides, for

the most part having a quantification limit of 5 ppb and more than 150 active pharmacological substances, namely

antibiotics and hormones.

1.3) Large-Scale Retail Trade: essential services for the quality of the point of sale, from the monitoring of

legislative news and international alerts to the quality management of suppliers and products.

1.4) Facility management: Quality Control and food and environmental safety.

1.5) Food testing: highly specialized chemical and microbiological analysis to detect food contaminants, species

identification, allergens, etc.

1.6) Environmental monitoring: control of allergens, virus detection, monitoring of surfaces, air, water,

EnviroMap;

1.7) Contract research: innovative services of Contract Research for food industry to guarantee stability, quality,

safety and authenticity of the product from its creation to its sale; food safety and quality analysis (analysis of nutritional

chemistry, contaminants and residues of veterinary drugs and to detect food-borne viruses.

1.8) Sensory testing and research on consumers: determination of products sensory profile, identification of

sensory key-attributes which have a greater impact on consumer satisfaction and guarantee quality, determining how

possible changes in formulation and manufacturing processes can influence products characteristics and their perception.

1.9) Pet food: consulting services for producers of feed on temperature monitoring, the procurement of raw

materials, product design, traceability, hygienic methods and the best practice of the sector.

1.10) Labeling and consulting: services aimed at assisting in the labeling of new or existing products and in the compliance

with evolving regulatory requirements.

1.11) Consulting on food safety and quality:

- Self-control and procedures for Food Safety

- Certifications

- Audit and inspections

- Training

- Specialized technical services

- Labeling and legal and technical assistance

- Food frauds and product authenticity

1.12) Development of the method and validation on food and zootechnical products

2) Agrochemicals 2.1) Active substances and technical products;

Regulatory support and consulting on biocides and chemical products (REACH);

Toxicological studies;

Quality control and stability studies;

Ecotoxicological studies and environment impact of the substance;

Five-batch analysis and substance characterization;


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Technical and chemo-physical properties; 2.2) Chemicals;

- Five-batch analysis and substance characterization;

- Technical and chemo-physical properties;

- Toxicological studies;

- REACH 2018 registration;

- Ecotoxicological studies and environment impact of the substance;

- Regulatory support and consulting on biocides and chemical products (REACH);

2.3) Plant protection products;

- Regulatory support and consulting on biocides and chemical products (REACH);

- Ecotoxicological studies and environment impact of the substance;

- Quality control and stability studies;

- Efficacy tests;

- Technical and chemo-physical properties;

- Toxicological studies;

2.4) Biocides;

- Efficacy against target organisms

- Chemo-physical tests

- Stability

- Toxicological and ecotoxicological studies

- Regulatory support and consulting

2.5) Chemical substances

3) Water and the environment;

3.1) Water

Our specialized laboratories perform both microbiological tests to identify potentially harmful bacteria and chemical

tests to determine radioactivity, contaminants and residues, including heavy metals, PCBs and dioxins; they also

perform specific tests to determine Legionella pneumophila to manage the risk of Legionellosis.

Water quality controls are carried out to ensure safety in public bathing areas and spas, as well as the safety of

agricultural water for crop irrigation, water used in industrial processes or urban and industrial effluents. Monitoring

also includes analysis of drinking, waste and process water and cooling towers water. Preventive measures are

established to limit contamination, prevent the development of bacteria in critical environments and monitor the levels

of specific contaminants such as Pseudomonas; the Company also performs ecotoxicological analysis.

3.2) Soil, rocks and sediments: sampling and analysis of soils, sediments and surface water potentially contaminated

by organic and inorganic compounds


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3.3) Waste:

- Waste classification according to local and international rules;

- Check of the effectiveness of inerting treatment;

- In vitro tests to evaluate the behavior of high PH materials;

3.4) Emissions into the atmosphere: measurement of emissions from fixed sources at large industrial plants

(incinerators, refining and petrochemical plants).

3.5) Indoor/outdoor environment: sampling and analysis of emissions such as gases from smokestacks of waste

treatment and production facilities to monitor contaminant levels and ensure compliance with environmental

guidelines; ecotoxicological tests to assess the potential risk of pollutants, waste, products and substances

in ecosystems.

3.6) Testing services dedicated to the sectors of electricity, fuels, metals, polymers and the construction sector to allow

reliable and accurate checks and inspections

3.7) Oil&gas: consulting and sampling services and tests on environmental matrices.

3.8) Waste management: from the sampling plan to analytical results related to waste classification including the final

destination and / or recovery.

3.9) Public bodies / Control bodies / Universities;

3.10) Engineering consultancy;

3.11) Industry and manufacture: consulting, training, sampling and analysis of environmental matrices to support

customers in abiding by current legislation and achieving defensible analytical results and high quality service.

3.12) Building sector: consulting, sampling and analysis of environmental matrices from building / demolition activities

in full compliance with current environmental laws.

3.13) Multiservices: sampling and chemical and microbiological analysis of different environmental matrices subjected

to legal bounds and not, managed by a multi-utility.

3.14) Monitoring and control of chemical, physical and microbiological agents in the workplace;

3.15) Energy production;

3.16) Agricultural and food production: consulting services, sampling and analysis of environmental matrices from

agricultural and food production in full compliance with current environmental legislation.


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4) Pharma and medical devices;

4.1) Quality control tests;

- Chemical and physical tests

- Chemical and physical tests on pharmaceutical products

- Chemical and physical tests on medical devices

- Microbiological and biological tests

- Microbiological and biological tests on pharmaceutical products

- Microbiological and biological tests on medical devices

4.2) Safety: to check the safety and the quality of the product or the medical device, the laboratories perform:

- Tests of viral inactivation

- Toxicological studies

- Ecotoxicological studies in active ingredients, pharmaceutical products and excipients

- Leachables & Extractables

4.3) Research and development/validation activities;

- Development of the method and validation on pharmaceutical products and medical devices

- Forced degradation studies

- Detection of unknown impurities

- Detection of foreign particles

4.4) Stability tests and sample storage;

Stability tests to check that the quality of the Active Pharmaceutical Ingredient, pharmaceutical product or medical

device varies over time, and check of the impact of environmental factors such as temperature, humidity and light.

4.5) Active Pharmaceutical Ingredient & Excipients;

4.6) Medical devices;

4.7) Pharmaceutical products;

4.8) Biopharmaceutical products;

4.9) Pharmaceutical packaging: studies of Leachables and Extractables, stability studies and tests on the characteristics

of the materials to ensure that the pharmaceutical packaging is suitable and does not imply any risk to consumers’

health.

5) Consumer goods;

5.1) Safety and Reach: determination of allergenic dyes, formaldehyde, heavy metals and other toxic/harmful residues:

- assessment of compliance with EU and FDA legislations on food contact materials


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- study of the interactions with the packaging of cosmetics and pharmaceutical products

- assessment of product compliance with Directives REACH and Rohs

- determination of VOC (Volatile Organic Compounds) emissions of indoor and outdoor products.

5.2) Evaluation of product performance;

5.3) Quality controls;

5.4) Stability;

5.5) R&D Projects;

5.6) Evaluation of eco-compatibility, biodegradability and Ecolabel;

5.7) Testing on Packaging;

5.8) Small household appliances;

5.9) Distributors of consumer goods;

5.10) Import/export;

5.11) Packaging manufacturers;

5.12) Hygiene products and house detergents;

5.13) Textiles and furniture;


6) Cosmetics and personal care;

6.1) Cosmetic products: clinical tests and analytical services with a high level of specialization for the development and

control of the entire cosmetic line.

6.2) OTC cosmetic products: development of methods and validation, quality control and stability tests.

6.3) Claim efficacy and support: to guarantee objective data for claim support in the following types of cosmetic

products: Facial care; Body care; Hair care; Make-up; Toiletry; Sunscreens; Nail care; Oral care; Microbiota analysis.


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6.4) Stability and Period After Opening: analytical methods to meet customers’ needs by agreeing on protocols on a

case-by-case basis according to the characteristics and the use of the product.

6.5) Safety;

6.6) Physical and chemical quality checks: to verify that product characteristics comply with rules in force and are

consistent with what the label states.

6.7) Microbiological quality checks: to quantify and characterize all microorganisms in cosmetics and in their raw

materials as well as the check in production environments, and to evaluate preservative efficiency, sterility tests and

bioburden tests.

6.8) Development of the method and validation on food and livestock products

7) Innovation services: 7.1) Clinical research;

7.2) Microbiota - NGS Platform;

7.3) Research program.

The activities described above are carried out in headquarters, laboratories, local branches and plants of the Company (depending

on the different specializations, authorizations and accreditations), as indicated below:

1) Resana (TV), Via Castellana;

2) Resana (TV), Via Fratta;

3) Prato;

4) Bergamo;

5) Gela;

6) Priolo Gargallo;

7) Ferrara;

8) Volpiano;

9) Taranto;

10) Sannazaro;

11) Rho;

12) Porto Torres;

13) Milano;

14) Uta;

15) Casoria;

16) Pescantina

All this integrates other activities that are carried out at customers’ headquarters and / or temporary and / or mobile sites.

2.3 The structures of the Company: bodies and subjects

…….

2.4 Organization and organization charts of the company


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In order to implement the Organization, Management and Control Model pursuant to Legislative Decree no. 231/2001, the

organizational structure of the Company is of utmost importance: at its top there is the Board of Directors who identify the

assignments and functional proxies, the definition of the organizational structures, their areas of competence and main

responsibilities.

The organizational system and the system of proxies and powers have been clearly drawn up and adequately submitted to

managers, employees and collaborators in general.

The attributions of responsibility, the definition of the internal hierarchies, the assignment of activities with appointments and

letters of assignment and management tasks depending on each specific area have been identified. The organizational structure

of the company allows the precise identification of the subjects endowed with specific powers that can assume obligations

towards third parties, in the name and on behalf of the company.

In defining the organizational system, the system of responsibilities has been correctly defined, with particular attention to the

separation of functions, and to the identification of the persons responsible for each location / plant according to the category

of business activity. In the risk areas, the assignment of powers to subjects that could have a conflict of interests, or who already

have other important managerial duties was evaluated.

To ensure the effective implementation of the organizational system, the Company adopted organizational tools (organization

charts, instructions from the managers of each specific area, description of their powers and responsibilities, descriptions of

authorization procedures), adequately disseminated within the company and better described in the Risk Assessment file.

The system of proxies and powers makes it possible to identify the subjects having internal and external authorization powers.

The organization chart of the Company is attached to the Model (encl. no.3).

The responsibilities, the main tasks and the mutual relationships of the personnel that manages, performs and verifies the

activities influencing the quality (of the service, of the process, of the system) have been defined in the attached “Name

Organization Chart”; these functions have been specified in each job description and each manager has also been entrusted with

the necessary resources.

The division of powers and responsibilities has been defined to meet the needs of the quality management system. Such division

by competences and functions is one of the main pillars to implement the principle of traceability of each activity.

The corporate organizational structure was defined with the attribution of functions, resources and responsibilities according to

the provisions of the Quality Manual (rev. no. 11), approved by the Top Management on October 18, 2018.

Each functional responsible is in charge of the correct management of human resources, including adequate education and

training, control over the implementation of internal procedures, and the assets that are assigned to the structure; in the case

of activities delegated to collaborators with specific skills, the responsibility for the delegated activities always remains with the

delegating manager.

The following documents are included in the documentation attached to the Model:

- Risk assessment (encl. 2), with details of top managers responsible for the main areas of reference.

- Organization chart approved by Top Management (encl.3);

In addition to the system of proxies and letters of appointment, the organizational structure must be updated every time there

are organizational changes or changes in the delegated subjects, under the responsibility of the reference person and together

with the HR dept.

Redacted…


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CHAPTER 5



SPECIAL SECTION NO. 1

CRIMES AGAINST THE PUBLIC ADMINISTRATION


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CRIMES AGAINST THE PUBLIC ADMINISTRATION

1. Function of the Special Section

The Special Section defies the lines, rules and principles of behavior that all the recipients of the Model must follow in order to

prevent the commission of the crimes envisaged by the Decree in the context of the specific sensitive activities carried out in the

Company, and ensure correctness and transparency in performing business activities.

Specifically, the Special Part of the Model aims at:

- indicating the methods that managers are required to follow to correctly apply the Model;

- provide the Supervisory Body and other control functions with the tools to carry out monitoring and control activities

and inspections.

As a general rule, all company representatives –each for the aspects of their competence– must adopt the behaviors that conform

to the content of the following documents:

Organization Management and Control Model according to Legislative Decree no. 231/2001

Code of Ethics

Procedures, policies, guidelines and internal regulations

Proxy and power of attorney

Organizational instructions

Any other document that regulates the activities falling within the scope of the Decree.

Moreover, behaviors against current laws are expressly forbidden.

2. Types of crime against the Public Administration listed in Legislative Decree no. 231/2001

Below, a brief description of the crimes referred to in articles 24 (Undue receipt of funds, fraud to the detriment of the State or a

public body or for the purpose of obtaining public funds and computer fraud to the detriment of the State or a public body) and

25 (Bribery) of Legislative Decree 231/2001, which might become a potential risk for the Company.

Articles 22 and 23 of Legislative Decree no. 231/2001 describe the crimes against the Public Administration and when dealing

with it; they are the following:

2 Article 24 of Legislative Decree 231/2001 - Undue receipt of funds, fraud to the detriment of the State or a public body or for obtaining public funds and computer fraud to the detriment of the State or a public body. 1. In relation to the crimes pursuant to articles 316 bis, 316 ter, 640, paragraph 2 (1), 640 bis and 640 ter of the Criminal Code if committed to the detriment of the State or other public body, the pecuniary sanction up to five hundred quotas is applied to the Company.

2. The pecuniary sanction from two hundred to six hundred quotas is applied if the Company has obtained a substantial profit or a particularly serious damage has arisen as a result of the commission of the crimes referred to in paragraph 1. 3. In the cases provided for in previous paragraphs, the disqualification sanctions provided for by article 9, paragraph 2 (c), (d) and e) are applied. 3 Art. 25 of Legislative Decree no. 231/2001: malfeasance, undue incitement to give or promise benefits and bribery 1. In relation to the crimes referred to in articles 318, 321 and 322, paragraphs 1 and 3, of the Criminal Code, the pecuniary sanction is applied up to two hundred quotas. 2. In relation to the crimes referred to in articles 319, 319 ter, paragraph 1, 321, 322, paragraphs 2 and 4, of the Criminal Code, the pecuniary sanction from two hundred to six hundred quotas is applied. 3. In relation to the crimes referred to in articles 317, 319, aggravated pursuant to article 319 bis when the Company obtained a substantial profit, 319 ter, paragraph 2, 319 quater and 321 of the Criminal Code, the pecuniary sanction from three hundred to eight hundred quotas is applied. 4. The pecuniary sanctions envisaged for the crimes referred to in paragraphs 1 to 3 shall apply even when such crimes were committed by the persons indicated in articles 320 and 322 bis. 5. In cases of conviction for one of the crimes indicated in paragraphs 2 and 3, the disqualification sanctions provided for in Article 9, para. 2, shall apply

for a period not less than one year.


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Art. 24, Legislative Decree no. 231/2001 - Illegal collection of funds, fraud against the State or a public body or to achieve public funds

and computer fraud against the State or a public body

Relevant crimes

316 bis - Italian Criminal Code Embezzlement to the detriment of the State or the European Union

316 ter - Italian Criminal Code Illegal collection of disbursements against the State or the European Union

640 para. 2 (1) - Italian Criminal Code Fraud against the State, another public body or the European Union

640 bis - Italian Criminal Code Aggravated fraud for achieving public funds

640 ter - Italian Criminal Code Computer fraud against the State or a public body

Art. 25, Legislative Decree no. 231/2001 – Malfeasance and bribery

Relevant crimes Art. 25, Legislative Decree no. 231/2001- Malfeasance and bribery

317 - Italian Criminal Code Malfeasance

318 - Italian Criminal Code Bribery for official documents

319 - Italian Criminal Code Bribery for committing an action against official duties

319 bis - Italian Criminal Code Aggravating circumstances

319 ter - Italian Criminal Code Bribery in judicial documents

319 quater - Italian Criminal Code Incitement to give or promise benefits

320 - Italian Criminal Code Bribery of a person in charge of a public service

321 - Italian Criminal Code Sanctions for the briber

322 - Italian Criminal Code Incitement to commit bribery

322 bis - Italian Criminal Code Embezzlement, malfeasance, bribery and incitement to commit bribery of members of the

bodies of the European Community and officers from the European Community and foreign

States

2.1 Embezzlement to the detriment of the State or the European Union (art. 316 bis Criminal Code)

The prerequisite for this crime is obtaining a contribution, a subsidy or a loan intended to promote works or activities of public

interest, provided by the State, by other public bodies or by the European Community.

2.2 Undue receipt of funds to the detriment of the State (art. 316 ter Criminal Code)

This crime is committed when someone, through the use or submission of false statements or documents or attesting things that

are untrue or through the omission of due information, unduly achieves for himself or for others contributions, loans, soft loans

and other similar disbursements, whatever named, granted or paid by the State, by other public bodies or by the European

Community.

2.3 Fraud against the State, another public body or the European Union (art. 640, paragraph 2 (1), Criminal Code)

The crime consists in inducing someone to have a false perception of reality through fraudulent behaviors in order to obtain an

unfair profit. The passive subject of this crime is the State or another public body.

2.4 Computer fraud (art. 640 ter Criminal Code) against the State or a public body

This crime is committed when a subject obtains for himself or for others an unfair profit by altering in any way the operation of

an IT or electronic system or modifying data, information or programs but having no title and in any way.

This crime is relevant for the purposes of Legislative Decree no. 231/2001 when committed against the State or other public

bodies.


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2.5 Types of malfeasance (art. 317 Criminal Code), bribery (art. 318 and following art. Criminal Code), bribery of public

service officer (art. 320 Criminal Code) and incitement to bribery (art. 322 Criminal Code)4

2.6 Malfeasance (art. 317 Criminal Code)

Malfeasance punishes the officeholder who abuses of his / her position or power and forces someone to unduly give or promise,

to him / her or a third party, money or other benefits.

2.7 Bribery to exercise the function (art. 318 Criminal Code)

Bribery for the exercise of the function punishes the public officer who, for the exercise of his / her functions or powers, unduly

receives money or other benefit for himself or a third party, or accepts the promise.

2.8 Bribery for an act contrary to office duties (art. 319 Criminal Code)

The crime punishes the officeholder who, to omit or delay or for omitting or delaying an act of his office or to commit or

committing an act contrary to office duties, receives money or other benefit for himself or a third party, or accepts the promise.

2.9 Bribery in judicial acts (art. 319 ter Criminal Code)

The crime occurs when committed to favor or damage a Party in a civil, criminal or administrative trial. The rule applies to

magistrates and officeholders who might influence the content of judicial choices.

2.10 Incitement to give or promise benefits (art. 319 quater Criminal Code)5

This crime punishes the officeholder or the public service officer who abuse their position or power and incite someone to unduly

give or promise them or a third party, money or other benefits.

In order to prevent the criminal participation / involvement of its personnel, the Company adopted specific provisions contained

in the Code of Ethics and in the procedures to apply to commercial relations, when dealing with the Public Administration, and

with third parties in general. This is done to adopt the principles to be followed in the clear and transparent relationships both

with Public Administration officers and / or public service officers and in relations with private parties in general (customers /

suppliers, etc. in implementation of the provisions envisaged against corruption even among private individuals).

2.11 Bribery of a public service officer (art. 320 Criminal Code).

The behaviors punished by articles 319 and 319 of the Italian Criminal Code also apply to public service officers.

2.12 Incitement to bribery (art. 322 Criminal Code).

Incitement of bribery punishes anyone who offers, or promise, money or other benefits not due to an officeholder, or a public

service officer, for the exercise of his functions or powers

If the offer or promise is made to induce an officeholder or a public service holder to omit or delay an act of his office, or to make

an act contrary to his duties, the offender is subject to the penalty established in article 319 of the Criminal Code, reduced by a

third if the offer or promise is not accepted.

4 Modifications inserted by art. 1 of law no. 190 dd. November 6, 2012 - Provisions for the prevention and suppression of corruption and illegality in the Public Administration, in force since November 28, 2012. 5 [1] Article added by art. 1, para. 75 (i), law no. 190 dd. November 6, 2012. The conviction for the crime provided for in this article, if committed to the detriment of or for the benefit of an entrepreneurial activity, or in any case related to it, implies the ban on contracting with the Public Administration (art. 32 quater Penal Code). See also art. 12 sexies, Legislative Decree no. 306, dd. June 8, 1992 converted into law, with amendments, by law no. 356, dd. August 7, 1992.

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The sanction referred to in the first paragraph of art. 322 of the Criminal Code applies to officeholders or public service officers

who require a promise or money or other benefits for the exercise of their functions or powers.

The penalty referred to in the second paragraph of art. 322 of the Criminal Code applies to officeholders or public service officers

who require a promise or money or other benefits from a private party for the purposes indicated in article 319 of the Criminal

Code.

In order to avoid the commission of this crime, the Company identified the top managers and adopted specific procedures in the

management of relations with the officers of the Public Administration and with the public service officers to guarantee a correct

and transparent management of relations.

2.13 Embezzlement, malfeasance, bribery and incitement to commit bribery of members of the bodies of the European

Community and foreign States (art. 322 bis Criminal Code).

This article states the following:

“The provisions of articles 314, 316, from 317 to 320 and 322, third and fourth paragraphs, also apply to:

1) the members of the Commission of the European Community, the European Parliament, the Court of Justice and the

European Court of Auditors;

2) officers and agents hired under the statute of European Community officers European Community or the contract

framework applicable to agents of the European Community;

3) personnel destined by the Member States or by any public body or private party to the European Communities and who

performs functions corresponding to those of the European Community officials or agents;

4) members and employees of the bodies established on the basis of the Treaties establishing the European Communities;

5) those who, in other EU Member States, perform functions or activities corresponding to those of office holders and public

service officers.

The provisions of articles 319 quater, second paragraph, 321 and 322, first and second paragraph, apply even if the money or

other benefit is given, offered or promised:

1) to the persons indicated in the first paragraph of this article;

2) to persons who perform functions or activities corresponding to those of officeholders and public service officers in other

foreign States or international public organizations if the fact is committed to obtain an undue advantage for themselves or others

in international economic operations or in order to obtain or maintain an economic or financial activity

The persons indicated in the first paragraph are assimilated to officeholders if they perform corresponding functions, and to

public service officers in other cases”.

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The Company prevents and punishes all behaviors that can lead to the types of crime described above; to this end, the top

managers involved in the management activities with public bodies have been identified, and internal procedures have been put

in place to define the criteria of correctness and transparency to be applied in such relations, including the procedures for the

management of financial resources .

2.14 Trading in influences (“Influence peddling”)

This crime (art. 346 bis, Criminal Code) was also included in the crimes sanctioned by art. 25 of Legislative Decree no. 231/2001.

The person who by exploiting existing relationships with an officeholder or a public service officer, unduly gives or promises to

himself or others, money or other financial benefits, such as the price of his own unlawful mediation towards the officeholder or

the public service officer or to remunerate him / her, in relation to the performance of a task that is contrary to the duties of the

office or in relation to the omission or delay of an act of his office, is punished with the imprisonment from one to three years.

The same sanction applies to subjects who unduly give or promise money or other financial benefits.

The Company prevents and punishes behaviors that can lead to the types of crimes described above; to this end, the top managers

involved in the management activities with the public bodies have been identified, and internal procedures have been

implemented to define the criteria of correctness and transparency to be applied in the relationships with such subjects, including

the procedures for the management of financial resources.

3. Concept of officeholder and public service officer

3.1 Preamble

The following lists must be considered as a mere example of the categories of subjects who are included in the types of crime

described above. Some indications on the crimes that can be committed according to the different subjects involved are also

given.

3.2 Public Administration Bodies

For the purposes of criminal law, a “Public Administration Body” is any legal person in charge of public interests and carrying out

legislative, jurisdictional or administrative activities. Although a definition of Public Administration does not exist in the Criminal

Code and based on the provisions of the Ministerial Report on such Code, the Public Administration includes “all the activities of

the State and other public bodies” in relation to the crimes provided for. For further details on the definition of Public

Administration, see art. 1, paragraph 2, of Legislative Decree no. 165/2001.

3.3 Officeholder and public service officer (art. 357 and 358 Criminal Code)

For the purposes of applying the aforementioned crimes:

• Officeholders are the subjects who exercise a public legislative, judicial or administrative function. In this regard, it is important

to underline that the administrative function is public, characterized by the creation and subsequent expression of the will of

the Public Administration and by its activity by means of authorization or certification powers;

• Public service officers are the subjects who, for whatever reason, provide a public service. Public service means an activity

regulated in the same form as the public function, but characterized by the lack of the latter’s typical powers (such as

authorization and certification).

Redacted…


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CORPORATE CRIMES


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CORPORATE CRIMES


The Special Section defines the lines, rules and principles of behavior that all recipients of the Model must follow in order to

prevent –within the specific “sensitive” activities– the commission of the crimes envisaged by the Decree and to ensure fairness

and transparency when performing business activities.


- indicating the ways that Company representatives are required to abide by for the correct application of the Model;

- providing the Supervisory Body and other control functions with the tools to carry out monitoring, control and inspection

activities.

In general and each for the field of competence, all company representatives must behave according to the content of the

following documents:

Management and Control Organization Model pursuant to Legislative Decree no. 231/2001

Code of Ethics

Procedures, policies, Guidelines and internal regulations



Any other document regulating activities falling within the scope of the Decree.

Behaviors that are contrary to current laws are also expressly forbidden

2. Company crimes listed in art. 25 ter of Legislative Decree no. 231/2001

The following is a description of the crimes referred to in art. 25 ter of Legislative Decree no. 231/2001, based on which “In

relation to corporate crimes provided for in the Civil Code, if committed in the interest of the company by directors, general

managers or liquidators or by persons subject to their supervision and if the fact had not been achieved if they had supervised in

compliance with the obligations of their office, the following financial penalties are applied ... "

List of company crimes as per art. 25 ter of Legislative Decree no. 231/2001

Art. 2621 Civil Code False corporate communications

Art. 2622 Civil Code False corporate communications to the detriment of companies, shareholders or creditors

Art. 2623 Civil Code Fraudulent financial statement

Art. 2624 Civil Code False reporting and communication by auditing companies

Art. 2625 Civil Code Obstruction of supervision

Art. 2626 Civil Code Illegal return of contributions

Art. 2627 Civil Code Illegal distribution of profits and stocks

Art. 2628 Civil Code Illegal transactions on shares or shares of companies or subsidiaries

Art. 2629 Civil Code Transactions to the detriment of creditors

Art. 2629 bis - Civil Code Failure to disclose a conflict of interest

Art. 2632 Civil Code Fictitious share composition

Art. 2633 Civil Code Undue distribution of corporate assets by liquidators

Art. 2635 Civil Code Bribery between private parties

Art. 2636 Civil Code Unlawful influence on shareholders’ meeting


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Art. 2637 Civil Code Insider trading

Art. 2638 Civil Code Obstruction of the functions of the supervisory public authorities

Redacted…


/65




CRIMES WITH PURPOSES OF TERRORISM AND SUBVERSION OF DEMOCRACY


/65


CRIMES WITH PURPOSES OF TERRORISM AND SUBVERSION OF DEMOCRACY








activities.




Code of Ethics





Redacted…


/65



SECTION NO. 4

CRIMES IN THE FIELDS OF HEALTH AND SAFETY IN THE WORKPLACE


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CRIMES IN THE FIELDS OF HEALTH AND SAFETY IN THE WORKPLACE








activities.




Code of Ethics





Behaviors that are contrary to current laws are also expressly forbidden

2. Crimes in the fields of health and safety at the workplace as per Legislative Decree no. 231/2001

Article 9 of law no. 123 dd. August 3, 2007 –replaced by art. 300 of Legislative Decree no. 81 dd. April 9, 2008 (the so-called “Testo

Unico Sicurezza”, Consolidated Safety Act)– inserted the new article 25 septies in the Legislative Decree no. 231/2001. This rule

extends the punishment of companies to the hypothesis of committing “manslaughter and serious or very serious unintentional

injuries, committed by violating the rules on accident prevention and the protection of hygiene and health at work”, as for articles

no. 589 and 590, third paragraph and as per articles no. 589 and 590, third paragraph, of Italian Criminal Code.

These crimes also derive from behavior characterized by unintentionality, negligence, malpractice or incompetence.

The following is a description of the various crimes referred to in art. 25 septies of Legislative Decree no. 231/2001

2.1 Manslaughter (art. 589 Criminal Code)

This crime is realized when the death of a person is caused by fault due to the violation of the rules for the prevention of accidents

at work.

2.2 Serious or very serious unintentional injuries (art. 590, para. 3 Criminal Code)

This crime realized when a serious or very serious personal injury is caused by fault with violation of the rules for the prevention

of accidents at work.

According to art. 583 of the Criminal Code, the injury is serious:

1. if the event causes a disease that jeopardizes the life of the injured person, or a disease or an inability to attend daily tasks for

more than forty days;


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2. if the event causes the permanent weakening of a sense or an organ;

It is very serious if the fact gives rise to:

1. an illness certainly or probably incurable;

2. the loss of a sense;

3. the loss of a limb, or a mutilation that makes the limb useless, or the loss of the use of an organ or the ability to procreate, or

a permanent and serious difficulty of the speech;

4. deformation, or permanent scarring of the face.

Redacted…


/65




FENCING, MONEY LAUNDERING, SELF-MONEY LAUNDERING AND USE OF MONEY, GOODS OR

EARNING OF ILLEGAL ORIGIN


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FENCING, MONEY LAUNDERING, AND USE OF MONEY, GOODS OR EARNINGs OF ILLEGAL ORIGIN








activities.




Code of Ethics





Behaviors that are contrary to current laws are also expressly forbidden.

Redacted…


/65




TRANSNATIONAL CRIMES


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TRANSNATIONAL CRIMES








activities.




Code of Ethics






Redacted…


/65




CRIMES AGAINST THE FUNDAMENTAL RIGHTS OF FREEDOM


/65


CRIMES AGAINST THE FUNDAMENTAL RIGHTS OF FREEDOM








activities.




Code of Ethics






Redacted…


/65




COMPUTER CRIMES AND ILLICIT DATA PROCESSING


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COMPUTER CRIMES AND ILLICIT DATA PROCESSING








activities.




Code of Ethics






Redacted…


/65




ORGANIZED CRIMES


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ORGANIZED CRIMES








activities.




Code of Ethics






Redacted…


/65




INCITEMENT NOT TO MAKE STATEMENTS OR TO MAKE FALSE STATEMENTS TO THE JUDICIAL AUTHORITIES


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INCITEMENT NOT TO MAKE STATEMENTS OR TO MAKE FALSE STATEMENTS TO THE JUDICIAL AUTHORITIES








activities.




Code of Ethics






Redacted…


/65




CRIMES AGAINST INDUSTRY AND TRADE


/65


CRIMES AGAINST INDUSTRY AND TRADE








activities.




Code of Ethics






Redacted…


/65




CRIMES AGAINST COPYRIGHT


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CRIMES AGAINST COPYRIGHT








activities.




Code of Ethics






Redacted…


/65




COUNTERFEITING AND ALTERATION OF TRADEMARKS OR DISTINCTIVE BRANDS

AND INTRODUCTION INTO THE STATE OF PRODUCTS BEARING FALSE SIGNS


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COUNTERFEITING AND ALTERATION OF TRADEMARKS OR DISTINCTIVE BRANDS AND INTRODUCTION INTO THE STATE OF

PRODUCTS BEARING FALSE SIGNS








activities.




Code of Ethics






Redacted…


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ENVIRONMENTAL CRIMES


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ENVIRONMENTAL CRIMES








activities.




Code of Ethics






Redacted…


/65




EMPLOYMENT OF CITIZENS FROM THIRD COUNTRIES AND WHOSE STAY IS IRREGULAR


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EMPLOYMENT OF CITIZENS FROM THIRD COUNTRIES AND WHOSE STAY IS IRREGULAR








activities.




Code of Ethics






Redacted…


/65

Supervisory Body

1 - Identification and location of the Supervisory Body

Based on Legislative Decree no. 231/2001 (art. 6, paragraph 1 (b), the subject to whom the Board of Directors must entrust the

task of supervising the functioning and observance of the Model, as well as taking care of updating it, must be “a body of the

Company with independent powers of initiative and control” (hereafter the “Supervisory Body”).

In accordance with the provisions contained in art. 6 and 7 of Legislative Decree no. 231/2001, the Supervisory Body must have:

Independence and autonomy: the Supervisory Body must have the highest hierarchical dependence; a reporting

activity to the top of the Company, namely the Board of Directors, has to be envisaged.

Professionalism: the Supervisory Body shall have specific technical skills, proper knowledge of the provisions as per

Legislative Decree no. 231/2001, the organization models and the necessary activity to grant the carrying out of the

inspections envisaged in the Decree.

Causes of ineligibility or revocation: the Company established specific provisions for the appointment of members of

the Supervisory Body and in relation to ineligibility / revocation to avoid that a person convicted of one of the crimes

provided for by Legislative Decree 231/2001 can remain in office until the sentence becomes final.

Autonomy of control powers in inspection activities: the Supervisory Body must be able to access all the information

and documents that are necessary to carry out the scheduled checks when performing the control activity envisaged

in the Organization Model. To ensure compliance with this activity, the Supervisory Body must not be considered a

subordinate body to the top management, but an independent body in the execution of the control activity. The

Supervisory Body must monitor compliance with the Model using the powers of investigation and evaluation and

company personnel. The Supervisory Body also has the task of overseeing the implementation of the Model and

ensuring that it is updated. The lack of or partial or incomplete co-operation with the Supervisory Body implies a

disciplinary violation that must be ascertained by a specific procedure

2 - Appointment of the Supervisory Body and support of internal functions

The Supervisory Body is a body appointed by the Directors and has independent powers of initiative and control. The Supervisory

Body is established by resolution of the Board of Directors together with the adoption of this Organizational Model. Upon

acceptance of the assignment, the member of the Supervisory Body issues a formal declaration of existence of the

aforementioned requirements of professionalism, integrity, autonomy and independence.

…….

3 - Duration, withdrawal, waiver, removal of the Supervisory Body

The term of office is three years, unless renewed. The member expires on the date of the Shareholders’ Meeting held to approve

the financial statements for the last financial year of his office, while continuing to perform his functions ad interim until a new

appointment.

Without prejudice to a review of the role of the Supervisory Body based on past experience, the following will be a reason for

replacing or integrating the composition of the Supervisory Body:

- the assignment of tasks, roles and / or responsibilities within the corporate organizational structure that are not

compatible with the requisites of “autonomy and independence” and / or “continuity” of the Supervisory Body:

- the waiver of the member to the corporate function and / or to the position held to be sent to the Board of Directors,

by written and motivated communication, at least one month before the date on which the waiver becomes effective;

- death or unexpected incapacity or impossibility to carry out the task.

…..


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4 - Functions and powers of the Supervisory Body

…..

5 - Activities, inspections and reports of the Supervisory Body

The Supervisory Body meets at least quarterly; if necessary, more frequent meetings can be scheduled.

The notice must indicate the agenda, that is the topics on which the Supervisory Body is called upon to express itself during the

meeting.

The Supervisory Body may be convened at any time by the Board of Directors, by the Internal Audit dept., as well as by the Board

of Statutory Auditors to report on the functioning of the Model or on specific situations.

In the case of collegial composition and for the validity of the meetings, the intervention of the majority of the members in office

is required, also by means of videoconference or other means of remote communication. In case of absence or impediment, the

Chairman is replaced by the oldest member of the Supervisory Body. Decisions are taken by the majority of the participants. In

the event of a tie, the vote of the Chairman or of the oldest member prevails. The Supervisory Body appoints a Secretary (to be

chosen among its members), to coordinate the work. The Secretary draws up the minutes of each meeting and signs them

together with the Chairman (also in the event of a meeting held by video conference or other means of remote communication,

in which case the signature will be put later). The Secretary protects and updates the reports and the archive of the Supervisory

Body. Unless otherwise stated in the minutes, the Secretary is responsible for the success of the communications and the

operations deriving from the decisions taken by the Supervisory Body

……

6 - Meetings and checks of the Supervisory Body

The Supervisory Body periodically reports on the implementation of the Model, the results of its verification and control activities,

as well as the presence of any critical aspects and the need for modifications.

7 - Report to the Supervisory Body

The system of proxies and powers attributed to the officers and managers of the Company must be communicated to the

Supervisory Body; changes to these powers must also be promptly communicated.

The Supervisory Body must be promptly informed about the acts, behaviors or events that may determine a violation of the

Model or, more generally, that are relevant for the purpose of improving its effectiveness and efficacy.

All the Recipients of the Model inform the Supervisory Body about any useful information to facilitate the performance of the checks on the correct implementation of the Model. In particular, the Managers of Organizational Units operating in the field of sensitive activities must transmit the following to the Supervisory Body: i) at the deadlines previously agreed upon, the “Information flows”, i.e. the list of operations / transactions that fall within the sensitive activities envisaged by the corporate Model; ii) any irregularity found in the available information. Furthermore, if they find improvement areas in the definition and / or application of the control standards defined in this Model, they have to promptly inform the Supervisory Body of it.

Information and reports to the Supervisory Body may relate to all violations of the Model –even if only alleged– and ordinary and

extraordinary facts that are relevant to its implementation and effectiveness.

In particular:

with regard to the reporting obligations that may be relevant to even potential violations of the Model or the commission of

crimes, the following must be transmitted to the Supervisory Body merely by way of example and not limited to the reports

on:

o the pending criminal proceedings against employees and the reports or requests for legal assistance made by

employees in the event of the start of legal proceedings for one of the crimes


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o the reports prepared by the managers of other company functions and / or operating units within the sphere of their

control activities from which news may emerge regarding the actual implementation of the Model, as well as facts,

acts, events or omissions with critical profiles with respect to the observance of the provisions of Legislative Decree no.

231/2001;

o the news relating to disciplinary proceedings and any sanctions imposed in relation to crimes envisaged by Legislative

Decree no. 231/2001, or the filing measures of such proceedings with relevant reasons;

o the summary statements of public tenders, accompanied by the documents and correspondence relating to the

procedures for concluding the contract and the subsequent performance of the contractual relationship;

o the documents relating to the consulting contracts awarded to external consultants by the Board of Directors;

o the measures and / or news coming from judicial police bodies or any other authority regarding the investigations, even

against unknown persons, for the crimes;

o any reports concerning deficiencies or inadequacies of the places, work equipment or protective devices made available

to the Company, and any other dangerous situation related to health and safety at work;

o Any information relating to any disputes, investigation reports, instructions issued by the supervisory bodies pursuant

to art. 13 of Legislative Decree no. 81/2008 with respect to the Company or the Recipients of the Model.

with regard to the compulsory reporting of the activities of the Company which may affect the performance of the assigned

tasks by the Supervisory Body, the reports concerning the following must be transmitted at least to the Supervisory Body

and without this being a limitation:

o the reports, prepared by internal managers appointed by the Company in the context of their activity

o the news relating to organizational changes, as well as current company procedures;

o updates of the system of powers and proxies;

o the annual financial statements, accompanied by its relevant note;

o communications, by the Board of Statutory Auditors and the persons in charge of the accounting control, relating to

any critical issues that emerged, even if resolved.

with regard to the reports for violating the Model, all violations or suspected violations of the rules provided by the Model

must be reported in writing to the Supervisory Body.

Each report must be sufficiently detailed and must highlight all the information necessary and sufficient to identify the terms of

the violation to enable the Supervisory Body to promptly and effectively react during investigations.

Reports can be sent to the Supervisory Body both in paper and by email. In this regard, a dedicated mailbox was created

([email protected]); it can be found in our website and communicated to collaborators / employees); it can be exclusively read

by the members the Supervisory Body, and it must be disseminated to all the Recipients of the Model. Please refer to IDL-01-

ODV “Reporting of wrongdoing / irregularities (whistleblowing)”

In this regard, the following general provisions apply:

the Supervisory Body promptly carries out the most suitable investigations and evaluates the reports and the cases when

an action is necessary, discretionally and under its responsibility;

the determinations regarding the outcome of the assessment must be motivated in writing;

when the report concerns the work of the Supervisory Body, it will have to be sent to the Board of Statutory Auditors and

the Chairman of the Board of Directors. The Supervisory Body promptly evaluates the reports and the cases when an action

is necessary, discretionally and under its responsibility;

7.1 - Compulsory reporting, means of protection for the employee who reports wrongdoing and sanctions against those who

violate the protection of the informant

The obligation to inform about any behavior contrary to the provisions contained in the Model (circumstantial reports of illegal

conduct based on factual and concordant elements, or violations of the organization and management model of the Company,

of which they have become aware due to of the functions performed) falls within the broader duty of care and obligation of

mailto:[email protected]


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loyalty of the employee. The correct fulfillment of the information obligation by the employee cannot give rise to the application

of disciplinary sanctions.

If the Supervisory Body deems the report to be unfounded, it will be archived and the reasons for the filing will be properly

motivated. In the case of false, improper or slanderous reports, the Supervisory Body will inform the competent company

departments to take the appropriate measures.

For the application of the sanctions, the Supervisory Body will coordinate with Company management and / or the competent

HR manager as well as with the Head of the Human Resources dept. to identify the measures to adopt.

During the investigations performed following the report, the Supervisory Body shall behave to guarantee that the subjects

involved are not subject to retaliation, discrimination or penalties, thus ensuring the confidentiality of the informant and the

observance of the rules on protection of personal data, without prejudice to any legal obligations that require otherwise and the

protection of the rights of the Company or the people accused wrongly and / or in bad faith.

The Company reserves the right to take any action against anyone who makes untrue reports in bad faith.

Except for legal obligations, the members of the Supervisory Body may never report outside the Company what they have learned

in the exercise of their duties.

Information regarding the occurrence of significant facts or events that may involve, even abstractly, implications for the

Company from an administrative or criminal point of view –including the occurrence of accidents at work, audits, administrative

disputes, etc.– must be immediately informed to the Supervisory Body;

The report must be circumstantial of the illegal conduct that is relevant pursuant to Legislative Decree no. 231/2001 and based

on factual and concordant elements, or of violations of the Organization and Management Model of the Company, of which the

informant has become aware due to the functions carried out.

The Supervisory Body shall be promptly informed of the following:

the internal company inspection reports which may list the possible violations of the procedures described in this

Organization Model or in Legislative Decree no. 231/2001.

the measures or information relating to investigations carried out by the judicial authority for crimes provided for in

the Decree that could lead to the Company being charged with the crimes provided for by the Legislative Decree no.

231/2001.

reports of any violations of the Model, with specific indication of the disciplinary proceedings already started, concluded

with the application of sanctions, and filed for disciplinary offenses resulting from the violation of the Model.

The Company adopted appropriate information channels to guarantee the reception, analysis and processing of reports on

internal control system issues, administrative liability of the company, fraud or other violations of the Code of Conduct, theft,

embezzlement, mobbing, access control, security, sent by employees, collaborators, members of corporate bodies or by third

parties.

The communications to the Supervisory Body can be sent by dedicated email to [email protected], or by sending a written

communication to Organismo di Vigilanza di Chelab S.r.l., Via Fratta, 25 - 31023 Resana (TV) - Italy.

Appropriate measures have been taken to protect the identity of the informant and to maintain the confidentiality of information

in every context after report submission, to the extent that anonymity and confidentiality are enforceable by law (so-called

Whistleblowing, to protect the employee / collaborator who reports offenses, according to the provisions of law no. 179/2017).

However, attention will be dedicated to anonymous reports; after having taken information on the reported facts, the

Supervisory Body will assess whether or not to proceed with an additional investigation.

mailto:[email protected]


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After reviewing the reports received, the Supervisory Body evaluates the investigations to be performed, requesting information

from the reporting party and / or the person charged with the violation of the Model in order to perform a preliminary check

from the legal and de facto points of view on what was reported. If significant elements emerge, a procedure will be started to

verify what was reported.

The Supervisory Body motivates in writing the decision to proceed to an accurate internal investigation or the filing of the report.

At the end of the preliminary examination, the Supervisory Body decides whether or not to file the report; in this case, the

Supervisory Body will start an audit activity to be carried out as quickly as possible.

In collaboration with the relevant functions by area, the Supervisory Body defines the contents of the activities to be carried out

in order to remove any critical issues already identified and reports to the competent office any violation that may lead to the

application of disciplinary measures. The Supervisory Body will also have to define the deadline within which to carry out any

corrective actions and identify the organizational functional responsible for implementing the measures to sanction the offenses

and adopt / integrate the procedures in use.

Direct or indirect acts of retaliation or discrimination carried out against the whistleblower for reasons connected, directly or indirectly to the report, are forbidden6.

Moreover, the provision envisaging the nullity of the retaliatory or discriminatory dismissal of the reporting party for reasons

directly or indirectly connected with the report (article 6, Legislative Decree no. 231/2001), and the invalidity of the change of

tasks pursuant to article 2103 of the Civil Code, as well as any other retaliatory or discriminatory measure adopted against the

informant have been implemented.

The Company will also take disciplinary measures against subjects who:

1) violate the measures of protection of the informant; and 2) carry out reports willfully or with gross negligence that prove to be groundless.

8 - Register of the activities carried out by the Supervisory Body

……..

Sanctions

The drafting of an effective sanctioning system to be applied for the violations of the provisions contained in this Organizational

Model is an essential and necessary pre-requisite to guarantee its effectiveness.

Article 6, paragraph 2 (e) of Legislative Decree no. 231/2001 envisaged that the Model must “introduce a disciplinary system

suitable for sanctioning the non-compliance of the measures listed in the Model”.

Article 7, paragraph 4 (b) establishes that the effective implementation of the Model also requires “a suitable disciplinary system

to punish the non-compliance with the measures listed in the Model".

The definition of penalties, to be proportional to the violation and having a deterrent nature –applicable in the event of violation

of the measures contained in the Model– is intended to contribute: (i) to the effectiveness of the Model and (ii) to the

effectiveness of the control action of the Supervisory Body.

6 Art. 6, Legislative Decree no. 231/2001, as amended by art. 2, paragraph 1, Law no. 179, dd. November 30, 2017.

javascript:kernel.go('show_doc',%7bmask:'show',id:'I020LX0000858316ART14',tipo:'leggi',pos:0,ds_name:'nazionali'%7d)


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The application of disciplinary sanctions is independent with respect to the start and conclusion of a possible criminal proceeding.

The rules contained in the Model have been assumed by the Company in full autonomy and are binding for all recipients (see

Circular Letter of the Ministry of Labor and Social Policies issued on July 11, 2011, art. 5 and 7 of Legislative Decree no. 231/2001).

In compliance with the provisions of the Decree, the violation of the rules contained in this Model must be sanctioned

independently of the actual realization of a crime or of its punishment.

The sanctioning system of the Company is structured according to the recipients, it identifies the disciplinary sanctions to be

adopted against the recipients for violations, infringements, evasion of this Model; it is also adequately published and

disseminated among the recipients.

The Company graduates the applicable sanctions, with reference to the different degree of danger and / or seriousness that the

behaviors may have with respect to the commission of the crimes.

In particular, the type and extent of the sanction vary according to the following factors:

- subjective element of the conduct, depending on the latter being characterized by malice, fault, negligence or malpractice

- objective relevance of violated obligations

- level of hierarchical and / or technical responsibility held by the author of the behavior, subject to sanction

- possible sharing of responsibilities with other subjects who have contributed to the violation of the rules provided for by

the Model

- presence of aggravating or mitigating circumstances, with particular regard to professionalism, previous work, previous

disciplinary measures, and circumstances in which the act was committed

- possible repetition of punishable conducts.

In accordance with the combined provisions of articles 5 (b) and 7 of Legislative Decree no. 231/2001, the sanctions provided for

in the following paragraphs will be applied depending on their seriousness and towards the Company’s personnel who have

committed disciplinary wrongdoing deriving from:

- non-compliance with the provisions envisaged in the Model, the Procedures or the Code of Ethics;

- non-communication of internal procedures to employees;

- non-compliance with the rules envisaged in the legislation on safety at work;

- non-participation or unjustified absence in training meetings organized by the Company on the functioning of the Model

and, in general, on Legislative Decree no. 231/2001;

- failure to comply with the documents, conservation and control procedures for the deeds envisaged by the Procedures;

- failure to supervise by the hierarchical superiors over their own subordinates regarding the application of the Model;

- violation and / or evasion of the control system put in place by the removal, destruction or alteration of the documents

required by the Procedures or by preventing the control or access to the information and documents by the persons in

charge, including the Supervisory Body and Internal Audit.

The following list reports some examples of a violation of the Model:

1) the performance of acts / behaviors that do not comply with the provisions contained in the Model when performing activities

where the risk of commission of predicate offenses is present;

2) the violation of the provisions contained in the Model or the omission of actions that:

• expose the Company to an objective risk of committing one of the crimes referred to in the Legislative Decree no. 231/2001;

• are aimed at committing one of these crimes.

3) acts / behaviors that do not comply with the provisions of the Code of Ethics and Conduct mean a violation of the Model.

Furthermore, the application of sanctions against those who violate the protection measures of the informant, as well as of those

who carry out fraudulent or grossly negligent reports to the Supervisory Body, which are unfounded, is also envisaged.


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In the disciplinary procedure against the employees, the procedures and guarantees provided for by the law, in particular those

in art. 7 of Law no. 300/1970 –where applicable– and the provisions of the applicable Collective Agreements will be observed.

The provisions of this Model, on sanctions applicable to employees who do not have the status of managers and to managers,

supplement and do not replace the similar existing provisions of the law, of national and corporate collective negotiation as well

as of company regulations.

Redacted…

4 - Measures addressed to commercial partners, consultants, external collaborators or other subjects having trade

relationships with the Company (including subcontractors)

The violation of the provisions and rules of conduct provided by the Model applicable thereto, or the possible commission of

crimes covered by the Legislative Decree no. 231/2001 by commercial partners, consultants, agents, external collaborators or

other subjects having contractual relationships with the Company for carrying out activities deemed sensitive will be sanctioned

in accordance with the specific contractual clauses that will be included in the relative contracts / agreements / appointment

letters.

Such clauses, making explicit reference to compliance with the provisions and rules of conduct set forth in the Model, may

include, for example, the obligation, on the part of such third parties, not to act or behave in such a way as to lead to a violation

of the Model by the Company, under penalty of early termination of the contractual relationship, pursuant to art. 1456 of the

Civil Code, without prejudice to the right to request compensation if the aforementioned violations cause actual damage to the

Company.

To this end, the Model must be disclosed to all business partners, consultants, external collaborators or other subjects having

contractual relations with the Company, with specific indication on the website, and information referred to in the contractual

agreements, with accompanying documents signed for receipt and acknowledgment.

The general terms and conditions of services contracts with customers have already been changed; specific provisions have also

been indicated in the procedure for the drafting of contracts and suppliers management.

In the event of a breach of such obligation, the Company is entitled to challenge it as a contractual violation (applicable both to

the violation of the Model and the Code of Ethics and the procedures referred to) and has the title to terminate the contract in

the event of serious violation. The Company’s prerogative of requesting compensation for damages deriving from the violation

of the provisions and rules of conduct set forth in the Model by the aforementioned third parties remains valid.

With respect to any other collaborator, consultant or other third party, who is responsible for the violation of the guidelines

indicated in this Model and in the Code of Conduct, such as to entail the risk of committing a crime sanctioned by the Decree, the

Company may determine –in accordance with the provisions of the Code of Conduct– the call for strict compliance with the

provisions of the Model, the termination of the contractual relationship for just cause, without prejudice to any request for

compensation should the above result in actual damage to the Company, as in the case of application by the judge of the

sanctioning measures provided for in Legislative Decree no. 231/2001.

Provision is made for including specific contractual clauses that express recognition of the knowledge of the Decree, require the

undertaking of a commitment to refrain from behaviors that may imply the crimes referred to in it (regardless of the actual

commitment of the crime or its punishability), and that govern the consequences in the event of violation of the provisions as

per the clause.

The Supervisory Body shall evaluate the appropriateness of the measures the Company adopted toward collaborators,

consultants and third parties and suggest Company top managers to possibly update contractual obligations.

…….


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2 - Report to collaborators and third parties

In compliance with the provisions of the Code of Conduct, the document called “Model 231 - Principles and Guidelines” is brought

to the attention of all those whom the Company has commercial, supply and financial relations with.

Collaborators and third party contractors operating at any title, on behalf of or in the interest of the Company and that are

involved in performing sensitive activities as per the Decree, must be informed of the content of the Model and the need of the

Company that their behavior conforms to the provisions of Legislative Decree no. 231/2001 and the Code of Ethics adopted by

the Company, for the parts of interest.

In order to implement the Model, the training and the reporting to all employees are managed by the relevant manager in close

coordination with the Supervisory Body.

Attachments

1) Code of Ethics;

2) List of “Key officers”, Risk assessment (master file with matrix of relevant risks and top management according to each single area of activity).

3) Organization and functional charts.

4) List of accreditations, certifications and authorizations.

5) List of company procedures

5.1) List of system general procedures, test methods, etc. applied in laboratory activities in the fields of environment, food, etc.

5.2) List of work instructions;

6) List of regulated activities performed at the Pharma Cosmetics and related authorizations and internal documents of the Pharma lab.

chelab s.r.l. organization, management and control model

Documents