Code of ethics of the Group

(Pursuant to legislative decree no. 231/01)

Introduction

By this Code of Ethics, the group of companies made up of RAVAGLIOLI S.p.a., BUTLER Engineering and Marketing S.p.A., SPACE S.r.l., OFFICINE MECCANICHE SIRIO S.r.l. a s.u. (hereinafter referred to as the “Group”), intends formally to adopt principles of legality, transparency and accountability as the basis for its conduct. This commitment is intended to have important repercussions for the corporate reputation, gaining it public recognition as a responsible and reliable enterprise, a factor that the Group views as fundamental for its success and the promotion of its image.

This Code of Ethics adopts and, where possible, integrates the “Code of Corporate Conduct and Ethics” issued by Dover Corporation.

Field of application

The Code of Ethics shall be binding, with no exceptions of any kind, on all members of the Group (directors, auditors, managers and other employees) and external associates (consultants, external auditors, agents, etc.) to whom it is therefore addressed. The Group also requires its main suppliers, contractors, subcontractors and business partners, and all those who have direct or indirect relations of any kind with it, to conduct themselves in accordance with the principles of this Code of Ethics.

Chapter I

General principles

  1. In the conduct of its operations, the Group shall comply with the principles of honesty, transparency and good faith in relation to customers, corporate members, external associates, shareholders and commercial and financial partners, and in relation to the authorities and all companies, individuals or organizations with which it comes into contact in the course of its business activities.
  2. Compliance with the laws and regulations in force in the countries in which it works is an essential principle of the Group’s conduct, except where such laws and regulations are in conflict with the principles of international public order in force in Italy.
  3. Relationships with third parties (customers, suppliers, external associates, partners, competitors, the media and the market) shall be based on principles of honesty and probity. Bribery, corrupt practices, illicit favors, pressure or demands on third parties to obtain personal or career advantages for oneself or others are strictly forbidden. The Group shall not establish or pursue business relationships with anyone who does not agree to comply with the principles of this Code of Ethics.
  4. The members of the Group and its external associates are of vital importance for its growth and success. The professionalism and motivation of the workforce are essential factors for the pursuance of the corporate objectives. The Group is therefore committed to developing the skill levels and stimulating the abilities and potential of its employees, also with regard to respect for the law. The Group is committed to ethical, impartial conduct, offering equal work opportunities to all employees on the basis of their specific professional qualities and performance potential, without any discrimination, also guaranteeing working conditions which respect the dignity of the individual and their personal beliefs and opinions.
  5. As the addressees of this Code of Ethics, the corporate members and all external associates shall be obliged to comply with the principles it contains, and to conform to the law, corporate procedures and internal regulations. Under no circumstances the pursuance of the Group’s interest shall justify any behavior in breach of or not in conformity with the said regulations and procedures.
  6. All those who work with the Group in any way (suppliers of goods and services, consultants, auditors, etc.) shall be obliged to comply with the Code of Ethics to the extent that it is applicable to them.
  7. Agreements with external associates (which shall include an undertaking on their side not to make improper payments) shall be drawn up in the prescribed form, and in all cases in writing, and shall be signed before the start of provision of the relative services.
  8. The organizational model and internal procedures that the Group adopts for the performance of its operations in general, and for the activities referred to in the subsequent chapters in particular, shall comply in all cases with the principles and rules contained in this Code of Ethics.

Chapter II

Ethics in the management of business

  1. The Group’s management of its business relations shall be based on the principles of ethics, transparency and honesty. All actions, operations and transactions undertaken to the advantage or in the interest of the Group shall be grounded in legality in both form and substance, and clear, truthful accounting, in accordance with the relative regulations and the established procedures, and shall be available for verification by the internal auditing bodies.
  2. Members of the Group and external associates shall abstain from promising sums of money or any other benefits, in any form or way, including indirectly, to third parties in order to promote or favor the Group’s interests, even if they are subjected to illicit pressure; no gifts, hospitality or other benefits shall be accepted or offered in relations with third parties, except for items of little value arising merely from polite gestures in the context of ethical business relations, which thus do not violate the existing corporate procedures or the relevant legal requirements.
  3. Any member of the Group or external associate who receives a gift or any other form of forbidden benefit during or by reason of their working activities shall do everything possible to refuse what is offered, and inform their superior – in the case of a corporate member – and the Controlling Body established by Italian Legislative Decree no. 231 of 8 June 2001, (hereinafter referred to as “Legislative Decree no. 231/01”) without delay.
  4. Any member of the Group or external associate who finds themselves, during their working activities, in situations which may, or which they believe may, be of significance with regard to the principles set out in this chapter, shall inform the Controlling Body established under Legislative Decree no. 231/01 without delay.
  5. Growth in sales shall be achieved in an ethical manner in the normal market context, and in fair competition with competitors, in full compliance with the relevant laws and regulations.
  6. The Group promotes the greatest possible compliance with the regulations concerning fair trade, by deploring any operation that is not transparent and that can be related to Insider Trading practices.
  7. Relations with customers, in both the public and private sectors, shall be based on a sense of responsibility and a spirit of transparency and collaboration. No demands shall be made on customers unless they are considered legitimate.
  1. The Group shall agree to requests for donations only from properly incorporated, registered charitable organizations or associations which deliver high-value cultural or welfare benefits.
  2. Sponsorships, which may be in the areas of culture, the community, the environment, sport or the performing or visual arts, shall only be granted to events or organizations which provide guarantees of accountability, and with regard to which there is no suggestion of any connivance or conditioning which may affect the Group’s operations or impair compliance with this Code of Ethics.
  3. The Group’s management of its business relations shall ensure the confidential nature and the availability of collected personal data and shall comply with any relevant applicable regulation.

Chapter III

Obligations to inform

  1. Any member of the Group or external associate who becomes aware of illegal or unethical situations, or any circumstances contrary to the principles set out in this Code of Ethics, which directly or indirectly benefit the Group or have been created in its interest, shall inform the Controlling Body established pursuant to Legislative Decree no. 231/01 without delay, with no obligation to act through the established hierarchy.
  2. The Controlling Body shall investigate reports received without delay, in all cases protecting the identity of the informant.
  3. Relationships between employees shall be conducted on a basis of ethics, collaboration, loyalty and mutual respect. Any abuse of the duty to inform contained in this chapter for the purposes of blackmail or merely through copycatting shall thus be liable to punishment by the Group.

Chapter IV

Relations with employees and associates

  1. Employees shall be hired with proper legal contracts; no form of informal employment or exploitation shall be tolerated.
  2. The Group shall take care to avoid any form of discrimination both when selecting staff and during the management and development of their careers.
  3. In relationships within the hierarchy, and all relationships implying some level of subordination or difference in rank, authority shall be exercised with fairness, respect and moderation, with no conduct which may constitute a violation of the individual’s physical or mental integrity.
  4. In particular, no exercise of power harmful to the dignity and autonomy of employees or associates shall be permitted, and decisions concerning the organization of work shall always safeguard the value of individual contributions, with no discrimination in any form.

Chapter V

Relations with the Authorities and corruption in the private sector

  1. For the purposes of this Code of Ethics, the term Authorities shall refer to any state, local government or community authority, and any independent public body, agency or administrative authority and its organizational structure, as well as any person or entity acting as a public official or the representative of a public service.
  2. In accordance with this Code of Ethics, the definition of Authority shall also include all legally established entities, even those established in the forms envisaged by the Italian Civil Code, which fulfill a public function intended to safeguard the interests of society in general mainly for political and economic reasons, including the controlling authorities of the regulated markets.
  3. Corporate members and external associates shall behave in a transparent manner, in accordance with the regulations, including contractual terms, which govern the Group’s relations with the Authorities, and abstain from any actions which might constitute the giving or taking of bribes, fraud against the State or any public body, or the fraudulent receipt of grants, subsidies or other sums made available by the State or any other public body.
  4. Payments or fees, in any form, offered, promised or made directly or through an individual or entity, to induce, facilitate or remunerate the performance of an official duty, or any act contrary to the official duties of a public authority, including those related to law suits or arbitration proceedings, shall be absolutely forbidden. Such conduct shall also be absolutely forbidden on the part of directors, employees or external associates with the aim of favoring or damaging a party to civil, criminal or administrative legal proceedings.
  5. In the event that a corporate member or an external associate receives explicit or implicit requests for favors of any kind from the authorities, or from an individual or entity acting as an employee or on behalf of the authorities, they shall immediately break off all relations and inform the Controlling Body established under Legislative Decree no. 231/01.
  6. The contents of the foregoing articles shall not apply to normal, reasonable entertainment expenses, or low-value gifts which form part of the normal practice in relations between intermediaries and the entities referred to in articles 1 and 2 of this Chapter, provided they are not in breach of the law.
  7. As set out above, any behavior that can be related to corruption practices also towards private entities (such as both privatized public entities and controlling companies / bodies, etc) shall be forbidden.
  8. For the purposes of the anti-corruption policy, the Group shall comply with the provisions set out in the “Global Anti-Corruption Policy” issued by Dover Corporation in December 2016 and subsequent amendments and supplements.

Chapter VI

Health and Safety of Workers in the Workplace (Italian Legislative Decree no. 81/2008)

The Group has always given extremely high priority to the Health and Safety of its employees in the workplace, in accordance with the relevant legal requirements (Italian Legislative Decree no. 81/2008) and its own internal procedures.

The following are some key aspects:

  1. the identification of the specific risks related to the Group’s operations, with the consequent implementation of plans to eliminate them, or where this is not possible to reduce their severity.
  2. Staff training, for both new employees and those who are transferred to new duties/activities within the Group.
  3. The provision of safe machinery and technical resources which comply with the relevant legal standards.
  4. The raising of staff’s awareness with regard to health and safety at work, through regular and/or specific meetings and effective methods of communication.

Chapter VII

Traceability requirement of cash flows

The Group has regulated the traceability of cash flows concerning the sales organized for Public Bodies (of whatsoever nature) by fully implementing Law no. 136 of August 2010 named “Extraordinary Plan against mafias”. Specific internal procedures set out the related methodologies and responsibilities.

Chapter VIII

Environmental crimes

The Group has always given extremely high priority to pollution and environmental prevention. In particular, the following aspects are addressed in full compliance with the law:

  • “Kill, destruction, capture, collection, possession of protected wild animal or plant species”
  • “Destruction or deterioration of habitats within a protected site”
  • Specific crimes envisaged by Legislative Decree no. 152/2006 (“Environmental Code”) with particular reference to specific penalties in breach of article 137 (concerning waste water discharge and related authorizations), to paragraph 2 and paragraph 5.
  • “Environmental disaster, culpable crimes against the environment, trading and discarding of highly radioactive material”.

Chapter IX

Other rules of conduct

  1. In the performance of all activities, the Group shall make every effort to avoid actual or even merely potential conflicts of interest. Cases of conflict of interest shall also include cases in which a corporate member works to satisfy an interest other than that of the Group, in order to benefit personally.
  1. All those acting in the name and/or on the behalf of the Group shall first check all the available information about customers and suppliers, to ensure that they are respectable and their business is legal and above board, before establishing business relations with them.

Chapter X

Corporate administration – Use of information

  1. All directors, employees, external associates, auditors and liquidators shall comply strictly with their legal obligations and with the regulations contained in this chapter, each as appropriate for their own position.
  2. All corporate members and external associates involved in any way in the drafting of the financial statements shall behave in an ethical, transparent, and collaborative manner, in compliance with the law, the relevant regulations and the corporate procedures, to provide the shareholders and other stakeholders with truthful and accurate information about the economic, asset and financial situation of the Group.
  3. All administrative bodies shall provide the greatest possible assistance to all auditing bodies which legitimately request information and/or documentation concerning the Group’s operations.
  4. Directors shall abstain from engaging in operations involving the Group’s shares, or any other operations which may damage its creditors, except in the circumstances permitted by law, and shall abstain from behavior in any way in conflict of interest with the Group. Where such situations are inevitable, anyone affected by conflict of interest shall inform the Controlling Body established under Legislative Decree no. 231/01 in advance.
  5. All information concerning the Group not in the public domain which comes to the knowledge of a director, an employee, an external associate, an auditor or a liquidator by reason of their functions or working relationship, shall be treated as confidential and shall only be used for performance of the individual’s duties.
  6. Directors, employees, external associates, auditors and liquidators shall take every precaution to prevent the unnecessary disclosure of such information.
  7. The directors, employees, external associates, auditors and liquidators shall observe the greatest possible confidentiality even outside working hours, in order to protect the Group’s know-how in all its sectors of operations.
  8. Communications and information intended for the public, in any form, shall only be issued by the functions expressly authorized for such activities. They shall be clear, complete and truthful, in accordance with the relevant legal requirements.

Chapter XI

Disciplinary proceedings

  1. The Controlling Body established pursuant to Legislative Decree no. 231/01 shall have the task of investigating and verifying any violations of the duties set out in this Code of Ethics, directly or through its nominees, with the collaboration of all the corporate functions and external companies, consultants and organizations.
  2. The Controlling Body shall submit the results of its investigations, with any proposals for the application of disciplinary measures, to the Chairman of the Board of Directors, simultaneously informing the Chairman of the Board of Auditors.
  3. The competent body authorized to impose punishments is the Board of Directors; in the event that one or more of its members are involved in one of the illicit forms of behavior envisaged by this Code, it shall proceed with the abstention of the subjects involved.
  4. The proceedings for accusing Group members of breaches of this Code of Ethics and applying the relative punishments shall be carried out in full accordance with the legal procedures and on the basis of the terms of the relevant collective employment contract. Any punishments shall be proportionate to the gravity of the offence, also considering any repetition of the unethical behavior.
  5. The foregoing shall be subject to all the procedures envisaged by article 7 of Italian Law no. 300 of 20 May 1970, and any relevant employment contracts and agreements, with regard to the right of the accused party to defend themselves and submit contrary evidence.

Chapter XII

Penalties

  1. Depending on the gravity of the offence of the individual accused of involvement in one of the unethical acts envisaged by this Code of Ethics, the competent body shall impose the appropriate punishment, regardless of whether criminal proceedings are also brought by the legal authorities.
  2. When deciding the punishment, the competent body shall consider the following factors:
    1. circumstances in which the unethical behavior took place;
    2. type of unethical act perpetrated;
    3. gravity of the unethical conduct;
    4. possibility that the actions constitute solely an attempted violation;
    5. any repetition of the offence.
  3. Behaviors in breach of this Code of Ethics may have the consequences listed below according to the subjects involved:
    1. employees, serious breach of contract which may constitute grounds for dismissal;
    2. directors, just cause for dismissal with immediate effect;
    3. freelance workers, external associates and all contract workers, grounds for early termination of the working relationship, under the specific clauses included in all their respective contracts.

In these circumstances, the Group shall be entitled to compensation for any damage incurred due to the unethical behavior.

  1. Punishments shall be chosen and applied in accordance with the principles of proportionality and appropriateness to the offence, with compliance where applicable with the regulations in article 7 of Law no. 300 of 20 May 1970, and any specific terms of employment contracts and agreements.

Chapter XIII

Dissemination of the Code of Ethics

  1. The Group undertakes to bring this Code of Ethics to the knowledge of all the interested parties in compliance with Legislative Decree no. 231/01.
  2. To ensure this, each member of the Group shall receive a copy of this Code of Ethics within 60 days from its approval, through the Personnel Department. New employees shall receive a copy upon their recruitment.
  3. Any employee requiring information and/or further details with regard to the Code of Ethics, or wishing to make comments or observations, shall contact the Controlling Body.
  4. The Group has adopted this Code of Ethics with effect from the date reported below.
  5. The Group undertakes to disseminate this Code of Ethics to all external stakeholders directly or indirectly involved by publishing it on the website of each company belonging to the Group itself.

Chapter XIV

Issue and approval of the Code of Ethics

This Code of Ethics is issued by the Controlling Body of the Group.
This Code of Ethics is approved by the Board of Directors of the Group.

PONTECCHIO MARCONI (BOLOGNA), 14 June 2018