Code of ethics

PRINCIPLES

  1. RESPECT FOR THE PERSON: No form of discrimination or harassment is tolerated by the Bip Group; Bip guarantees all stakeholders equal dignity and respect for the person, undertaking to create and maintain a work environment where all the group's employees and collaborators are protected.

  2. FAIRNESS: The Bip Group is committed to maintaining conduct based on fairness with all stakeholders, in particular with its employees/collaborators and customers. The Bip Group recognises equal opportunities and adopts the correct attitude towards customers, suppliers and competitors.

  3. MERITOCRACY AND PROFESSIONAL GROWTH: The Bip Group is committed to rewarding its employees' merit through career advancement and by promoting capacities and professional growth, paying particular attention to constantly updating skills, and supporting its employees and collaborators' career prospects and employability.

  4. CUSTOMER'S INTERESTS: Acting in the customer's interests, the Bip Group considers not only the individual purchaser of a task, but the entire customer organisation on whose behalf the task is assigned. The Bip Group diligently carries out the tasks the customer entrusts it with, having regard to the trust it places in Bip and focusing on its true interests. The Bip Group respects the customer's intellectual property and assets.

  5. TRUST AND TRANSPARENCY: The Bip Group operates in such a way as to justify and safeguard the trust placed in it by constantly pursuing the customer's interests. The Bip Group operates in compliance with the principle of transparency and is committed to bringing any problems to light so that each stakeholder is able to make responsible and prudent choices.

  6. OBJECTIVITY AND IMPARTIALITY: In formulating its choices and solutions, the Bip Group operates in an objective and impartial manner, pursuing the customer's interests and preventing conflicts of interest. Should such conflicts arise, the consultant will seek to fairly balance the interests of all parties involved through impartial agreements.

  7. CONFIDENTIALITY AND PRIVACY: The Bip Group guarantees the confidentiality of all stakeholders' confidential information in its possession and operates in compliance with current legislation on privacy.

  8. FAIR COMPETITION: The Bip Group competes with its competitors in a fair manner and in the customer's interests.

  9. LEGALITY: The Bip Group has a mandatory principle of compliance with the laws, regulations and standards in force in all countries where it operates. The Bip Group refuses assignments that involve breaking laws.

  10. SOCIAL RESPONSIBILITY: The Bip Group operates in the interests of the common good, directing the customer towards sustainable solutions from a financial, social and environmental point of view. The company undertakes to ensure that the consequences of consulting activities, even if not immediate, are socially responsible.

  11. CORPORATE IMAGE: All employees and collaborators of the Bip Group protect the company's image, reputation and brand, as well as those of the customers with which they operate.

RELATIONS WITH STAKEHOLDERS

CUSTOMERS AND THEIR STAKEHOLDERS

Professionalism, competence, availability, correctness and courtesy are the guiding principles that Recipients of the Code are required to follow in their relations with customers and, with a view to continuing collaboration and support, are aimed at guaranteeing customers' satisfaction and trust.

To protect the image and reputation of Bip Group companies, it is essential that customer relations are based on:

  • full transparency and correctness;

  • compliance with the law, with particular reference to anti-money laundering and anti-usury provisions;

  • independence from all forms of conditioning, both internal and external, through lucid and truthful analysis of the task in question.

The company only accepts tasks it has expertise in and, in any case, does not offer consultancy services if it is convinced they are harmful to the company and/or the customer's organization, including its stakeholders.

Before proceeding with the offer, the risks connected to the project are always evaluated, concerning the following aspects:

  • Potential economic-financial, technical and strategic issues;

  • The availability of resources (in both qualitative and quantitative terms);

  • The project's content in relation to potential technical or contractual issues;

  • Any problems (where applicable) of a technical-organizational nature related to project management.

Specifically, each offer from the consultant that has an economically significant impact on the customer is accompanied by analysis of the project that takes into consideration the nature, size and extent of the intervention offered, with regard to the direct and indirect effects of the results and related consequences on all stakeholders.

Evidence of a high level of risk for the project can lead to the offer preparations being halted and the assignment being abandoned.

In relations with its customers, the Company ensures fairness and clarity in commercial negotiations and in taking on contractual obligations, along with faithful and diligent fulfilment of agreed obligations. Specifically, the company undertakes to provide information that is always complete, transparent and understandable to all, ensuring communication is accurate and faithful, so as to let recipients make informed decisions about the company's activities and the services offered.

During the commercial offer phase with the customer, Bip undertakes to formalize the main aspects related to providing the service in a clear and transparent manner, defining:

  • methodological approaches and content

  • commitments and responsibilities;

  • expected results (precisely quantified if a commitment on results is required);

  • timing;

  • checkpoints;

  • deliverables;

  • resources required in terms of means/people.

In situations where the customer is unable to check the work carried out, the company behaves professionally and does not take advantage of this to derive undue benefits. If unforeseen events create the need to supplement the existing contract, the consultant promptly informs the customer of the specific nature of these events and the reason why they could not be foreseen at the start. In these cases, the Recipients do not seek to obtain unfair profit through costly rates or unnecessary activities, but modify the initial project by proposing new contractual terms which are likely to have been accepted in an initial agreement.

Based on the advice offered, the customer must be in a position to make their own decisions in a free, responsible and informed manner; for this reason, Bip prefers to focus on the actual interests of the customer organization and the actual goals of the consultancy.

  1. The recipients of this code do not treat their customers and/or potential customers arbitrarily and unequally, differentiating them on the basis of economic importance and order size, but offer them a service that respects the agreed standards.

  2. The Bip Group does not discriminate against customers on the basis of religious, political and ethnic beliefs or sexual preferences; however – although it does not preclude any customer or category of customer – it does not entertain direct or indirect relationships with people known to belong, or only suspected of belonging, to criminal organizations or to be operating outside the law.

Its behaviour is based on respecting the confidentiality of information acquired during its work, in compliance with the legislation on privacy in force.

Specifically, employees may not use social media to disclose company and/or customer information or, in general, information that has not yet been officially made public, nor start blogs or pages about the company without explicit prior consent from the Human Resources Director.

The recipients of this code are strictly prohibited from using confidential customer information for purposes unrelated to performing their consulting activity and/or outside the limits provided for by current legislation.

In the event that Recipients hold influential positions in the context of corporate audit processes which may have implications for how resources are organised or distributed, they undertake to act according to the principles of equality, impartiality, integrity, professionalism and non-discrimination. Specifically, the Company should not accept – either from the customer or from persons belonging to the company it has come into contact with during the consultancy – gifts and/or donations that could even imply an apparent compromise of its independence and impartiality.

In general, types of gifts are not permitted if they could, even indirectly, be interpreted as exceeding the normal displays of courtesy permitted in business practice, or in any case aimed at obtaining favourable treatment for or from the Company

Recipients are strictly prohibited from requesting and/or accepting, directly or indirectly, money and/or gifts and/or favourable benefits, if this may appear to be a counterpart to a service due in the course of the Company's corporate activity.

If it is impossible to refuse or return the gift, or if the refusal may have negative consequences on the relationship, the gift recipient must promptly inform their immediate superior or the company contact person, who will evaluate the actions to be taken.

The Bip Group undertakes to implement all necessary measures to prevent and resolve potential conflicts of interest. Specifically, in conducting any activity, it must always avoid circumstances where consultants find themselves facing a situation, even if only potential, where personal and family interests and/or activities condition their ability to operate fully in the customer's interests.

In fact, when initiating contractual relationships with new parties and managing those already in place, it is necessary, on the basis of public information and/or that available in compliance with current legislation, to avoid:

  • having relations with parties involved in illicit activities, in particular those connected with arms trafficking and narcotics, money laundering and terrorism and, in any case, with parties lacking the necessary requisites of commercial responsibility and reliability;

  • having financial relations with parties who, even indirectly, hinder human development and contribute to violating the fundamental rights of the person (e.g. by exploiting child labour, promoting sexual tourism, etc.);

  • having relations with parties who do not comply with the provisions on health and safety in the workplace.

The customer's stakeholders, who are directly or indirectly affected by the decisions recommended during the consultancy, are represented by:

  • the customer's employees and collaborators;

  • the consumers and users of goods and services produced and distributed by the customer;

  • the customer's shareholders, in the case of a private company;

  • the customer's suppliers.

The Recipients of the code may not conceal impacts on stakeholders in order to comply with the client's requests or indulge the customer's lack of insight.

BIP COLLABORATORS AND EMPLOYEES

Interpersonal relations within the Company are based on the principles of respect, loyalty and transparency. Forms of exploitation, isolation, harassment or inducement to stress are not tolerated. The company protects collaborators against any mobbing.

Personnel to be employed are evaluated based on the correspondence between candidates' profiles and those sought, and the Company's specific needs. All personnel must be hired with a regular employment contract in accordance with the legal provisions

The Bip Group guarantees fair and equal remuneration and career opportunities to all employees. Through a fair and shared evaluation process, each employee's profile is reviewed in a time frame defined by internal policy, recognising any promotions and career progress based on results obtained and potential for growth.

The remuneration policy for collaborators is based on recognising merit for their contribution in terms of effort and results; the project contact person discusses evaluations and decisions concerning the employee with them, transparently and objectively.

The Bip Group respects the principle of fairness in remuneration and incentives, which are established by taking into account the quality and quantity of service and results obtained, based on objective and transparent evaluation criteria.

The Bip Group does not improperly use forms of internships with the sole purpose of obtaining low-cost qualified work without actually offering professional growth or providing remuneration.

The Bip Group promotes gender equality and diversity; by creating opportunities for training and professional qualification within the limits of collaborators' abilities, it pursues effective equal opportunities for access to functions of corporate responsibility.

With reference to decisions concerning personnel selection and the career progress of collaborators and employees, the Bip Group does not discriminate on the basis of gender, sexual identity, race and religious or political beliefs. In this regard, promotions and career advancements are explicitly explained, and may be recognized, to all those who contribute to creating added value.

Employees are required to engage in conduct that is always respectful of the rights and individual well-being of colleagues, collaborators and third parties, regardless of their business role and operating circumstances. Respect and the centrality of human resources is a mandatory value for the company: employees are required to comply with this value and the principles deriving from it, behaving with their colleagues in such a way as to help establish and maintain a serene, collaborative and healthy environment.

All business decisions must be made exclusively in the Company's interests. When performing their duties, Recipients must avoid conflict of interest situations deriving from their own personal or family activities, economic or otherwise; in particular, ones that may interfere with their ability to make impartial decisions in the Company's best interests. Specifically, it is the Group's policy not to hire the children, siblings or spouses/common-law partners of employees in the workforce.

Employees are required to behave publicly in a manner that respects Bip and the customer organization where they work, having regard to them and avoiding damaging them, both within and beyond the company context, during and outside working hours. Specifically, recipients have the duty to protect the corporate image by contributing to its enhancement and refraining from anything which may, even indirectly, affect the company's reputation.

Such behaviour must be observed in the full range of public and/or private contexts, such as interviews with candidates, meetings or training courses, interactions with customers, posts on social networks, and – in general – in any situation where they represent (explicitly or implicitly) the company externally.

Any action must be based on respect for the person, image, good name of the company and its working context. For this reason, any use and management of social media must ensure protection of the company and the people who work there.

Furthermore, in publishing their opinions, employees are required to specify that these opinions are of a personal nature and do not in any way involve the responsibility of the Bip group.

Private use of social networks – which may have an impact on corporate image and working context – must be based on respect for company principles and awareness that using them involves personal responsibility. Employees are therefore required to avoid unethical attitudes and behaviour that could in any way damage or distort the corporate image.

Recipients use offices – both those of the Company and those of customers – and company equipment with responsibility, order and respect, taking care of the company assets entrusted to them (such as personal computers, mobile phones and company cars), it being understood that Group Companies may request compensation from Recipients for any damage caused by negligence or carelessness.

Each employee and collaborator is required to act with diligence in order to protect company assets, by engaging in responsible behaviour in line with the operating procedures designed to regulate their use.

In particular, as regards the use of IT systems, each person is responsible for the security of the systems used and is subject to the regulations in force and the conditions envisaged by licence agreements.

Personal use of company equipment (PC, mobile phone, car) is permitted as long as it is not detrimental to the efficiency and functionality necessary to perform work activities. In any case, the company e-mail must not be used in a way that is detrimental to the Company's image and reputation.

Each employee and collaborator is also required to provide the necessary commitment to prevent the possibility of crimes being committed via computing tools.

Recipients are aware of the strategic and economic value for the Company of the work methods, processes and documents developed by Bip Group companies, and therefore undertake not to disclose them externally and, if the employment relationship ends, to return any documents or copies in their possession to the Company

Recipients must also refrain from taking personal advantage of actions or information they have become aware of during the course of their duties.

Employees and collaborators are not allowed to use the Company's name and trademarks in any form for private purposes. The company's headed paper can be used exclusively for communications signed by a designated Manager or Partner.

  1. Recipients of the code are aware of and accept that all industrial and intellectual property rights related to intellectual creations and achievements, and to products and services deriving from professional assignments, are to be understood as fully and totally owned by and available to the BIP Group.

For the sake of decorum and respect towards colleagues and customers, Recipients wear formal clothing both in the office and for visits or transfers to customers.

The Companies of the Bip Group require their employees to know and observe, as far as it concerns them, the provisions of the Code of Ethics and, as far as their individual situations allow it, to share their knowledge with newly-hired employees and third parties the Code of Ethics applies to, who they come into contact with due to their roles.

COMPETITORS

  1. The Bip Group shares the value of fair competition, refraining from conduct that conflicts with EU, national and associative provisions to protect free competition.

The Bip Group does not, therefore, engage in systematic unfair competition actions aimed at depriving competitors of human resources, confidential knowledge or relations with parts of their clientele with the sole purpose of making their presence in a market segment impossible. It does not use price reductions, unsustainable on the basis of production factor costs, for the sole purpose of eliminating competitors and acquiring a dominant market position, such as to mistreat them by taking advantage of profits or offering poor quality services at the customer's expense.

If a collaborator who has signed a non-compete agreement with a previous consulting company moves to a group company, the latter undertakes not to cover economic losses resulting from the new collaborator violating this agreement.

In their contact with competing companies, Recipients refrain from disclosing the terms and conditions (including financial ones) applied by the Company and from discussing topics such as services and products offered, methodologies used, organisation and internal policies.

In order to achieve the interests of its stakeholders, the Bip Group always works in a fair manner with all the parties it encounters during its assignment. Furthermore, for assignments where the Bip Group does not have all the operational competencies or characteristics to manage the activity, it undertakes to fulfil

the assignment jointly or in association with other companies, even if they are competitors (e.g. TJV - Temporary Joint Venture).

In TJV relationships, partner companies are not considered competitors exclusively with regard to the subject matter of the TJV.

BIP SUPPLIERS/PROFESSIONAL AND BUSINESS PARTNERS

Selection processes and the choice of suppliers are based on principles of legality, correctness and transparency.

The consultant does not take unfair advantage of contractually dependent relationships partners or suppliers may find themselves in due to having insufficient information on the consultant's activities, especially when establishing long-term relations with services provided in advance of payments and investments by the supplier.

Each purchase made for Group companies must be conducted with honesty, integrity, confidentiality, diligence, professionalism and objective judgement.

Recipients involved in the purchase process:

  • are required to comply with the principles of impartiality, transparency, competition and independence when performing their duties and functions;

  • must keep themselves free of personal obligations towards suppliers;

  • must report any personal relations with suppliers to the Supervisory Body;

  • must maintain relations and conduct negotiations with suppliers in order to create a solid basis for mutually convenient and long-lasting relationships in the Company's interests;

  • are strictly required to immediately notify the Supervisory Body of any attempt or incidence of alteration to normal business relations;

  • must not offer goods or services, in particular in the form of gifts, to the personnel of other companies or entities in order to obtain confidential information or relevant direct or indirect benefits, for themselves or for the Company;

  • must not accept goods or services from external or internal parties in exchange for the release of confidential information or the initiation of actions or behaviour aimed at favouring such parties, even if there are no direct repercussions for the Company.

The Bip Group informs suppliers and partners in a complete, truthful and timely manner about:

  • the characteristics of the company and the consulting activity performed;

  • the characteristics of the projects they are involved in;

  • payment methods and times.

Changes to rates or services may be requested during the collaboration if circumstances arise that were not foreseeable at the time the contract was stipulated.

If new costs arise from reformulating the collaboration agreement, they will be itemised by drawing up a corrective addendum specifying reasons and facts not known at the time of stipulation.

SOCIAL COMMUNITY

The Bip Group runs its business in a way that is compatible with the environment and society around it.

The Bip Group is also committed to working for its customers on projects aimed at energy efficiency, providing analysis, services and measures to improve energy efficiency in the customer's installations or premises.

  • RELATIONS WITH THE PUBLIC ADMINISTRATION

For the purposes of this Code, the Public Administration should be understood, in addition to any public body, also as any independent administrative agency, natural or legal person acting as a public official or public service employee, or as a member of a European Community body, a European Community official or an official of a foreign State.

It is not permitted, either directly or indirectly, or through a third party, to offer or promise money, gifts or compensation in any form, nor to exercise unlawful pressure, nor to promise any object, service, performance or favour to managers, officials or employees of the Public Administration or to persons in charge of a public service, or to their relatives or cohabitants, for the purpose of inducing them to perform an official act or one contrary to the duties of the Public Administration (also considering as such the purpose of favouring or harming a party in civil, criminal or administrative proceedings, thereby giving the Company a direct or indirect advantage).

Anyone who receives explicit or implicit requests for benefits of any kind from members of the Public Administration, as defined above, must immediately:

  • suspend all relations with them;

  • inform the Supervisory Body in writing.

These instructions must not be circumvented by using various types of assistance or contribution which, under the guise of assignments, consultancies, advertising, etc., have similar purposes to those prohibited in this section.

In the case of business relations with the Public Administration, including participation in public tenders, it is always necessary to operate in compliance with the law and good business practices.

In particular, the following actions must not be undertaken, directly or indirectly:

  • offering or in any way providing gifts;

  • soliciting or obtaining confidential information that may compromise the integrity or reputation of both parties.

It is forbidden to use or submit statements or documents which are either false or contain untrue information, or to omit information in order to obtain, for the benefit or in the interests of the Company, contributions, financing or other payments by whatever name supplied by the State, a Public Body or the European Union.

It is forbidden to mislead anyone by artifice or deception in order to obtain unfair profit for the Groups's companies involving damage to others.

The "unfair profit" may be direct or indirect and, in addition to contributions, may include financing and other payments granted by the State, a public body or the European Union, and concessions, authorizations, licences or other administrative acts.

It is also forbidden to use grants, loans or other payments of whatever description, granted to the Company by the State, a public entity or the European Union, for purposes other than those for which they have been assigned.

It is forbidden to alter the functioning of a computer or telematic system in any way or to act illegally in any way on the data, information and programs contained therein or relevant to it, in order to achieve an unfair profit involving damage to others.

The consultant refuses to pay sums of money or exchange any form of utility with active parties in the decision-making process in order to obtain the award of public tenders, and generally makes their business conduct compliant with current principles regarding public, EU and national contracts.

  • RELATIONS WITH THE MEDIA

The criteria for conduct in relations with the media are based on principles of transparency, correctness and timeliness.

Relations with the press are the exclusive competence of the Chairman and the Managing Directors (subject to specific authorisations).

Recipients shall observe the utmost confidentiality with regard to information concerning customers. The only public information that may be freely disclosed about the Company is that found on the websitewww.bipconsulting.com. Recipients shall refrain from providing other information, rumours or false or misleading news.

  • RELATIONS WITH SUPERVISORY AUTHORITIES

Recipients are required to scrupulously observe the regulations in force in the sectors connected to the respective areas of activity and the provisions issued by the competent public supervisory authorities.

Group Companies and Recipients must act in compliance with the principle of sincere cooperation. Communications, reports and responses to requests sent to public supervisory authorities must be prepared in compliance with the principles of completeness, integrity, objectivity and transparency.

It is forbidden to state facts that do not correspond to the truth, even if subject to evaluation of the company's economic, financial or patrimonial situation, or to use other fraudulent means to hide, in whole or in part, facts to be communicated concerning this situation.

In any case, it is strictly prohibited to knowingly obstruct the functions of public supervisory authorities in any form.

  • RELATIONS WITH THE JUDICIAL AUTHORITIES

When carrying out specific activities, Group Companies and Recipients operate in a lawful and correct manner, collaborating with the Judicial Authorities and their delegated bodies if investigations concerning them are conducted. In no case do Group Companies or Recipients engage in conduct that may interfere or hinder the administration of justice. In particular, it is forbidden to induce persons called upon to make statements before the judicial authorities, that can be used in criminal proceedings against the Company, not to make such statements or to make false ones.

PENALTY SYSTEM FOR VIOLATIONS OF THE CODE

Violations of the principles set forth in this code compromise the relationship of trust between the company and its directors, employees, collaborators, consultants, customers, etc. Therefore, all infringements will be promptly assessed and potentially counteracted by adopting adequate disciplinary measures proportionate to the infringement, regardless of any criminal significance of such conduct and the establishment of criminal proceedings in cases where it constitutes a crime.

The nature of any measures imposed as a result of the aforementioned infringements will comply with the legislative provisions in force, the individual contract and the disciplinary code. The measures may also lead to termination of the employment relationship and compensation for any damage suffered.

APPROVAL OF CODE OF ETHICS AND RELATED CHANGES

The Code of Ethics is approved by the Boards of Directors of Bip SpA and the Companies belonging to the Bip Group. Where strictly necessary, the Code may be adapted to the specifics of each company.

Any future updates to this Code of Ethics, due to regulatory adjustments or changes in civil or other sensibilities, must be approved by the Boards of Directors and circulated promptly to all Recipients.

DISSEMINATION OF THE CODE OF ETHICS

The task of monitoring compliance with this Code falls to the Supervisory Body for Bip SpA and Bip Services Srl.

In particular, any violation of the principles and provisions contained in this Code of Ethics must be promptly reported to the Supervisory Body and will be considered a violation of the Model (see Part I, section 2, § 12).

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