DOMO SPA

Address: Via Del Progresso, 15
61036 Colli al Metauro (PU) Italy
Telephone: (+39) 0721 87971
Fax: (+39) 0721 892113
E-mail: info@domospa.it

INDEX

SECTION I.

INTRODUCTION

1.1      Company Description

1.2      Objective and function of the Code of Ethics

1.3      Contractual value and scope of application

SECTION II

ETHICAL PRINCIPLES

2.1      Anti-corruption Policy

SECTION III

BEHAVIORAL RULES

SECTION IV

4.1 Whistleblowing procedure

4.2 Violation of the code of ethics and sanctions regime

INTRODUCTION

1.1 Company Description

DOMO was established in 1991 with the aim of manufacturing non-stick aluminum pans.

The actual activity began in February 1992 with the manufacture of the first models of pots destined for a foreign market, in fact over the years it has managed to enter the world market as well as the Italian one.

The inclusion in such a vast foreign market is due to the long experience gained by the founding members in companies in the same sector, an experience that has allowed the creation of cookware that really meets the expectations and needs in terms of price and quality of the customers.

Domo produces non-stick aluminum pans with both roller and spray paint and suitable for any type of heat source.

Continuous improvement is assumed as a commitment not only in the quality of products and services as evidenced by the company certification according to ISO 9001, but also in the protection of the environment, so as to push the company to be certified according to ISO 14001, a demanding path but essential to be able to communicate the will to give the best in all fields.

To date, the company has just over 50 employees and is spread over a production area of ​​12,925 m2.

The company has been developing the concept of sustainability more and more for some years also at the production level, bringing the feasibility of using recycled materials and recycled cardboard packaging right from the design stage.

1.2    Objective and function of the Code of Ethics

DOMO SPA aims to be a responsible member of the economic and social reality in which it operates. This requires all of us to be sensitive to social and environmental issues and to provide appropriate and exact answers to the questions posed by interested parties, which is why it is important to behave in a socially and ethically responsible manner.

It is fundamental and essential that the image that each of us gives of DOMO SPA is always associated with respect for human rights, fair and safe working conditions, and practices that are compatible with the environment, and the provision of commercial and not provided with the utmost transparency and legality. ”

DOMO SPA, with the aim of expressing the responsibilities and ethical commitments that govern the exercise of its activities, has adopted this Code of Ethics (hereinafter, the “Code”) which expresses the shared value principles and rules of conduct in which the Company reflects itself, as well as the commitments and ethical and behavioral responsibilities that the Company assumes and which govern the behavior of anyone who works in it and for it.

The Code also expresses guidelines and principles of conduct aimed at preventing corruption and extortion crimes with reference also to Legislative Decree 231/2001 art. 25 and 25 ter) and is therefore to be considered a fundamental tool for correct behavior applicable to all interested parties who operate in the name and on behalf of DOMO SPA.

1.3 Contractual value and scope of application

The Code recognizes the legal relevance and mandatory effectiveness of ethical principles and prescribed behavioral standards.

Knowledge and adaptation to the provisions of the Code represent an indispensable requirement for the establishment and maintenance of working relationships and collaboration with DOMO SPA and with third parties.

DOMO SPA undertakes to disseminate these principles in a context of absolute transparency, also in order to ensure that all Recipients feel responsible and involved in the application of this Code.

The recipients of this Code are the Shareholders, the Board of Directors, the employees of DOMO SPA as well as all those (collaborators, suppliers, consultants, etc.) who work for the pursuit of the Company’s objectives.

The violation of the principles established in the Code compromises the relationship of trust with the Company and, therefore, is pursued incisively, promptly and immediately, through adequate and proportionate disciplinary procedures, regardless of the possible criminal relevance of the behaviors assumed and / or the establishment of a criminal case.

The Code is distributed to all shareholders, directors, employees and external collaborators, as well as Suppliers and Customers. The Code is published on the websitehttps://www.domospa.it.

In order to make its application and sharing effective, the Company guarantees the maximum dissemination of the Code of Ethics and undertakes to provide adequate information tools on its contents.

The Code has a contractual value and the rules contained therein integrate the behavior that employees, shareholders, directors and third party contractors are required to observe, also in compliance with Articles 2104 and 2105 of the Italian Civil Code or to the fiduciary relationship which is the basis of the individual contractual relationships.

In case of violation of the provisions of this Code, everyone will be subject to the sanctions applicable to it.

The achievement of the objectives of DOMO SPA is pursued by all those who work in the Company with loyalty, seriousness, honesty, competence and transparency, in full compliance with the laws and regulations in force.

Therefore, the recipients are obliged to: (i) diligently observe the provisions of the Code of Ethics, refraining from any contrary behavior; (ii) report to the function in chargelaura.mezzanotti@domospa.itany news relating to alleged violations of this Code of Ethics (eg forms of bribes, corruption, extortion, conflict of interest, anomalous donations, anomalous gifts, etc); (iii) offer the utmost cooperation in ascertaining possible alleged violations of this Code of Ethics; (iv) inform third parties about the provisions of this Code of Ethics and request compliance with them; (v) require compliance with the conditions of the Code of Ethics in carrying out the activities for which these subjects are in relationship with DOMO SPA.

ETHICAL PRINCIPLES

DOMO SPA operates and pursues its objectives in compliance with current regulations. Compliance with the law, the rules and values ​​of the Company and the Code is of fundamental importance for the proper functioning and good reputation of the Company towards human resources, third parties, institutions and the market in general.

In this perspective, the principles set out below make it possible for the parties involved to have a reciprocal advantage, who are therefore required to operate according to a similar ethical conduct.

Honesty

Honesty represents the fundamental principle for all the activities of DOMO SPA, for its initiatives and constitutes an essential value of organizational management. Relations with Stakeholders, at all levels, must be based on criteria and behaviors of correctness, collaboration, loyalty and mutual respect.

Legality

DOMO SPA undertakes to comply with all national and international rules, laws, directives and regulations and all generally recognized practices.

DOMO SPA is able to demonstrate that it satisfies all legislative and tax requirements.

DOMO SPA meets the requirements of local and national laws relating to bribery, corruption or any type of fraudulent business practice.

Anti-corruption

DOMO SPA undertakes to hinder any form of induction to bribery and corruption of any kind.

In particular, it carried out an analysis on the corruption risk of its internal processes, integrating greater controls and training for personnel on the most critical areas.

Transparency and Trust

DOMO SPA is committed to pursuing ethical principles and objectives in order to improve working conditions also in the field of safety in the workplace. DOMO SPA ensures maximum transparency in financial and non-financial transactions.

Respect for privacy in the processing of information

DOMO SPA ensures the confidentiality of the information in its possession, compliance with the legislation on data processing and undertakes not to use confidential information for purposes not connected with the exercise of its activities.

Impartiality and equal opportunities

DOMO SPA avoids any discrimination based on age, sex, sexuality, state of health, race, nationality, political opinions and religious beliefs, in all decisions that affect relations with its stakeholders.

Health & Safety

In compliance with the law to protect physical and moral integrity, DOMO SPA ensures its employees safe, healthy working conditions that respect individual dignity and guarantees their physical and moral integrity. DOMO SPA has adopted for several years an internal Safety Management System to respect and improve the above.

Diligence and fairness in the management of contracts

Contracts and work assignments must be carried out as knowingly established by the parties. DOMO SPA undertakes not to exploit, for its own advantage, conditions of ignorance or incapacity of its counterparts. No child labor is used and no forms of forced labor are implemented.

Taking responsability

DOMO SPA is committed to the clear definition of roles and responsibilities within its organization.

Quality orientation

DOMO SPA directs its business to the satisfaction of its customers by listening to requests that can favor an improvement in the quality of its products.

DOMO SPA adopts a Quality Management System certified according to ISO 9001 by a recognized External Body.

Environmental Protection

DOMO SPA, always attentive to respect for the environment that surrounds it, has implemented a management system for the environment certified according to the UNI EN ISO 14001 standard.

2.1 Anti-corruption Policy

DOMO SPA has a position of absolute intransigence towards any form of corruption, extortion and incitement to corruption both towards public and private entities.

DOMO SPA, the shareholders, its employees and the other Recipients of the Code of Ethics undertake to comply with the highest standards of integrity, honesty and fairness in all relations within and outside the Company. None of the Recipients of this Code must directly or indirectly accept, solicit, offer or pay sums of money or other benefits (including gifts) even as a result of unlawful pressure from anyone (public or private). DOMO SPA does not tolerate any type of corruption. For the above, it is forbidden for employees and other recipients of the Code to offer commercial gifts, gifts or other benefits that may constitute a violation of laws or regulations or that are in conflict with the Code. Equally, shareholders, employees and other Recipients of the Code are prohibited from accepting gifts,gifts or other benefits that could compromise their independence of judgment.

Commercial courtesy acts are allowed, as long as they are gifts of modest value and cannot be interpreted as acts aimed at obtaining improper or illegitimate advantages.

BEHAVIORAL RULES

Prohibition of corruption in any form

Any conduct, whether directly and / or indirectly corrupt, is prohibited. Recipients must not:

·                     directly or indirectly offer money or other benefits to directors, general managers, executives in charge of preparing corporate accounting documents, statutory auditors and liquidators or subjected to the management or supervision of the aforementioned subjects, client or supplier companies, or other bodies, in order to obtain an interest or advantage of any kind, including obtaining or maintaining business / business benefits for or on behalf of the Company;

·                     directly or indirectly request or accept money or other benefits from customers, suppliers, or other parties or seek an advantage of any kind in exchange.

It is also forbidden any behavior consisting, by way of example and not limited to, in:

·                     offer, suggest, authorize the offer or payment of money or other benefits in order to induce or remunerate corrupt conduct of a function or activity, public or private;

·                     pay or approve the payment of money or other benefits in order to induce or remunerate the corruptive conduct of a function or activity, public or private;

·                     accept or solicit payment of money or other benefits in order to induce or remunerate the corruptive conduct of a function or activity, public or private;

·                     attend or participate in the carrying out of any activity constituting a Crime, even if attempted;

·                     establish, consciously define or maintain processes or procedures or schemes with the intent to make illegal payments;

·                     undertake any activity with customers, suppliers, business partners and other third parties that could constitute a crime.

By way of example and not limited to, the following activities may constitute Corruption:

·                     the giving of money or other benefits in order to obtain a job opportunity;

·                     the payment of money or other benefits to an employee of a legal person in order to obtain confidential information;

·                     accepting disproportionate gifts from a service provider / or justifying dishonest / non-compliant behavior;

·                     the payment of money or other benefits to a Supplier in order to conclude the purchase at lower than market prices (or, more generally, obtain more favorable purchase conditions) or exclusive sale to DOMO;

·                     the giving of money or other benefits in order to obtain a good result of an inspection by the Public Administration or Private Entities (eg. Certification Body or a Client);

·                     the giving of money or other benefits to bank officials in order to obtain economic benefits;

·                     the giving of money or other benefits in order to obtain a favorable result in the context of a civil, criminal or administrative trial;

·                     the giving of money or other benefits in order to obtain a commercial contract;

·                     the giving of money or other benefits in order to bribe the commercial manager (or the CEO or the General Manager) of a competing company to prevent the latter from participating in a tender (or in any case to make it give up business opportunities) of private customers;

·                     the giving of money or other benefits in order to bribe the Research & Development manager of a competing company, to delay the research and subsequent launch of a competing product, or in order to acquire confidential information on ongoing research or industrial secrets not yet patented;

·                     the giving of money or other benefits in order to bribe the shipper to conclude the purchase of trips at prices lower than market prices (or, more generally, to obtain more favorable purchasing conditions).

It is forbidden to circumvent the aforementioned provisions by resorting to different forms of aid and contributions which, under the guise of, for example, sponsorships, assignments, consultancy, advertising, hiring of suggested personnel, pursue the same purposes prohibited above.

Each recipient must immediately renounce the business pursued in the interest or advantage of the Company if he is involved in an activity that determines, even if only as an attempt, the commission of corruptive conduct.

 

Rules of conduct towards the Public Administration

The Company’s relations with public officials, public service officers, public employees and concessionaires are based on the principles of legality, transparency, loyalty and correctness. The management of relations, of any kind, with the PA and / or those of a public nature are reserved to the company functions in charge and authorized for this.

In the management and relations with the PA, aiding, lobbying, or other conduct aimed at benefiting from favorable attitudes or decisions in favor of DOMO SPA in an unlawful manner is prohibited for all those acting in the name and / or on behalf of the Company. and contrary to the principles of this Code.

In carrying out the activity, DOMO SPA -if the conditions are met – can request and benefit from loans, concessions and benefits, of any nature, granted by national, EU or foreign public entities, intended and bound to the specific use for which they were granted and / or requested. To this end, transparent and truthful documentation must in any case be provided on the Company and on the project and / or service to be provided.

Personnel selection

DOMO SPA, considering human resources as an indispensable element for the Company’s activity, adopts a policy aimed at promoting the training and development of people.

DOMO SPA pays particular attention to the selection and hiring of employees and its collaborators according to criteria of competence and merit, ensuring compliance with the values ​​of equal opportunity and equality in line with the legal requirements on the subject, with the Workers’ Statute and the CCNL Metalworking applied.

All staff are hired with a regular employment contract; no form of irregular work is allowed.

When the collaboration begins, the employee receives exhaustive information regarding the characteristics of the duties and the function, the regulatory and remuneration elements and the regulations and behaviors for the management of risks connected to health, safety and respect for privacy.

He must also explicitly accept his commitments deriving from this code of ethics.

It is forbidden to hire personnel employed by competitors with the aim of stealing the competitors’ business secrets.

Accounting and financial transparency

The truthfulness, transparency and completeness of the accounting records are irreplaceable reference values ​​for DOMO SPA. Therefore, it ensures the correct and truthful representation of the economic, equity and financial results in compliance with the civil and tax laws in force, in such a way as to guarantee transparency and timeliness of verification. Corporate communications, annual or interim financial statements, corporate books and, in general, reports or communications on the economic, equity and financial situation required by law, are documents drawn up according to the principles of transparency and correctness, in line with the forecasts of the Civil Code and current laws and principles on the subject. DOMO SPA keeps adequate supporting documentation for the activity carried out, in order to facilitate the accounting registration itself, to allow the reconstruction of the different levels of responsibility and to guarantee the traceability and reconstruction of the operations carried out at any time. In compliance with the control principle represented by the separation of duties, the individual accounting operations and their subsequent supervision and auditing are carried out by different subjects, whose responsibilities are clearly identified within the Company, in order to avoid that they can be attributed to them. unjustified and / or disproportionate powers. Any action or omission suitable to prevent, hindering or distorting the control activities reserved to shareholders or attributed to internal or external control bodies of the Company is strictly prohibited and cannot be considered in any way as responding to a corporate interest. The Company complies with all regulations, both national and international, regarding the prevention of money laundering, receiving stolen goods and, in any case, the reuse of illicit capital in economic activities, including self-laundering.

Except for the provisions of the law or the applicable company rules, the receipt of significant sums in cash or through anomalous means of payment and the purchase of goods of illegal or uncertain origin are in any case excluded.

Relations with customers

 

DOMO SPA pursues the objective of fully satisfying the expectations of its customers and considers it essential that they are always treated fairly and honestly.

Entertainment expenses must have an appropriate commercial objective, must involve some form of work activity and must be managed by the company departments appointed to do so.

Therefore, every relationship and contact with customers must be based on criteria of honesty, professional correctness and transparency. In relations with customers, all Recipients (employees, suppliers, collaborators, etc.), in relation to their duties, are required to: (i) maintain correct, cordial and helpful behavior in any situation; (ii) not to provide any collaboration or support, not even indirect, to dishonest or potentially illegal conduct on the part of customers and to report immediately to the internal function in charge (laura.mezzanotti@domospa.it) any potentially critical situation; (iii) fully commit to the resolution of any problems, with substantial equal treatment between customers and avoiding potential situations of conflict of interest; (iv) provide clear and truthful information; (v) keep confidential the information relating to customers acquired in the exercise of its business; (vi) report any problem or criticality in the management of the customer relationship to their superior. In no case can the satisfaction of customers’ expectations and needs justify dishonest conduct or conduct that is illegal or in violation of the rules or regulations in force.

Relations with suppliers and external collaborators

The selection of suppliers and purchases of goods and services must take place according to the principles of this Code of Ethics and internal procedures, using the written form and in compliance with the hierarchical structure. In any case, the selection must take place exclusively on the basis of objective parameters such as quality, convenience, price, capacity and efficiency as defined in the internal quality management system. DOMO SPA in its relations with suppliers avoids unjust discrimination in negotiations and does not make improper use of contractual power. Suppliers and external collaborators (eg Commercial Agents) are required to abide by the principles of the Code of Ethics. All employees of the Company, in relation to their functions, endeavor to: (i) comply with the principles and internal procedures for the selection and management of relationships with suppliers and external collaborators; (ii) operate only with qualified and reputable persons; (iii) promptly inform their manager in the event of uncertainties relating to possible violations of the Code by suppliers and external collaborators; (iv) to include in the contracts with suppliers and external collaborators the express obligation to abide by the principles of the Code of Ethics, indicating the termination of the contract and / or actions for damages pursuant to and for the effects referred to in art. 1456 cc. Agreements with external collaborators must be drawn up in writing.

Relations with third parties

Relations with third parties who come into contact with DOMO SPA are managed according to the principles of maximum collaboration, availability, professionalism and transparency, in compliance with confidentiality and the protection of privacy in order to establish a solid and lasting relationship, based on trust and mutual satisfaction.

Third parties operating in the interest of DOMO SPA (suppliers, partners, consultants, collaborators, etc.) are identified and selected according to objective evaluation criteria in accordance with pre-established internal procedures and based on principles of utility, correctness and transparency and the relative remuneration is established on the basis of criteria of proportionality and effectiveness of the services.

Relations with customers, in the negotiation and order acquisition phase, are governed inextricably by the principles of transparency, professionalism and good faith.

Relations with judicial and / or supervisory authorities

DOMO SPA marks its relations with the supervisory and control authorities (ASUR, Labor Inspectorate, Finance Police, Revenue Agency, Fire Brigade, Privacy Guarantor, Tax Offices, INPS, INAIL, Customs, etc.) to the utmost cooperation and in full compliance with their institutional role, undertaking to promptly execute any requirements they may have.

DOMO SPA actively collaborates with the judicial authorities, law enforcement agencies and any public official in the exercise of its functions during inspections, controls, investigations or judicial proceedings.

DOMO SPA requires that the recipients of this Code give the maximum availability and collaboration towards anyone who comes to carry out inspections and controls on behalf of any public body / authority.

In anticipation of a judicial proceeding, investigation or inspection by a public body, it is prohibited to try to persuade others to provide false or misleading information to the competent authorities. No one can undertake economic activities, confer professional duties, bestow or promise gifts, money with personnel who have carried out checks or inspections or with the competent judicial authorities.

Those who, for facts connected to the employment relationship, will also be subject to personal investigations and inspections or will receive subpoenas, and / or those who will be notified of other judicial measures must promptly inform the function in charge laura.mezzanotti@domospa.it.

Liberal disbursements (donations) and Sponsorships

Donations and sponsorships to sports associations and other non-profit organizations are permitted in compliance with the Code of Ethics and current company procedures.

However, Liberal Donations for charitable purposes (eg research for diseases, etc.) and Sponsorships can be configured as prodromal acts to corruption if granted improperly and without respecting the limits set by the procedures. Donations and Sponsorships of this kind are prohibited.

The Company only carries out legal and ethical donations and sponsorships agreed with the same management.

4.1 Whistleblowing procedure

Whistleblowing (hereinafter, “Report”) means any news concerning suspected conduct constituting a crime or not compliant with the provisions of the Code of Ethics itself.

The Company adopts suitable and effective measures so that the confidentiality of the identity of whoever transmits information to the competent Function useful for identifying behaviors constituting a crime or contrary to the provisions of the Code of Ethics, of the procedures established for its implementation, is always guaranteed, without prejudice to the legal obligations and the protection of the rights of the Company or of persons accused erroneously and / or in bad faith. Any form of retaliation, discrimination or penalization against those who make reports in good faith to the competent Department is prohibited. The Company reserves the right to take any action against anyone who makes untrue reports in bad faith. Reports can be sent by e-mail to the e-mail address:

laura.mezzanotti@domospa.it.

Recipients of this procedure are:

•        the top management and the members of the corporate bodies of the Company;

•        all employees of the Company;

•        partners, customers, suppliers, consultants, collaborators, shareholders and, more generally, anyone who has an interest relationship with the Company.

(hereinafter, collectively, the “Recipients”).

The Recipients send the Reports by e-mail to the above address or by inserting the communication in the mailbox located near the company bulletin board / stamping as soon as they become aware of the events that generated them, according to the following reporting scheme:

Description of the event that gives rise to the Report

·         Indication of the person (s) responsible for the event that gave rise to the Report

·         Area of ​​operation of the reporting subject

·         Description of the circumstances in which the whistleblower became aware of the facts underlying the Report

NOTE: when available, all the supporting documentation necessary to allow adequate verification by the function in charge must be attached to the Report.

A box is available at the headquarters in which employees can enter reports, even anonymously. The key to this box is kept by the Function responsible for managing the reports.

Should a Recipient receive a Report from other subjects (e.g. employees / third parties), the same has the obligation to transmit the same Report, immediately and exclusively, always according to the methods indicated above, complete with all the any supporting documentation received, not retaining a copy and refraining from undertaking any autonomous initiative of analysis and / or in-depth analysis.

Failure to communicate a Report received constitutes a violation of this procedure, with the application, in the event of ascertained bad faith of such conduct, of the consequent disciplinary sanctions.

All Reports are subject to a preliminary analysis carried out by the Function in charge of managing the reports, also and possibly in agreement with the top management.

The foregoing in order to assess the presence of data and information useful to allow an initial analysis of the validity of the Report itself.

When the outcome of the preliminary analysis activities reveal the absence of sufficiently detailed elements or, in any case, the groundlessness of the facts referred to in the Report, the latter will be archived by the Function in charge of managing the reports, which, if necessary, will notify the top management.

Otherwise, should it emerge from the outcome of the preliminary investigation that the Report deserves further investigation, further more in-depth activities will be carried out also with the support of the managers of the division (s) to which the alleged violation subject of the Report refers, as well as of the other figures whose intervention, depending on the circumstances underlying the Report, should, according to the prudent appreciation of the Function responsible for managing the reports and of the Management, become necessary.

Each company function is responsible for the truthfulness, authenticity and correctness of the documentation and information provided in carrying out the activities within its competence for the purpose of complying with this procedure.

4.2 Violation of the Code of Ethics and penalty system

In the event of violations of the Code of Ethics, DOMO SPA adopts disciplinary measures (verbal warning, written warning, fine, suspension from work, dismissal) against the Managers of the same violations, compatibly with the provisions of the current regulatory framework. , taking into account the nature and gravity of the violation also in the light of the perpetrator, the frequency and intentionality of the same. Any violation of this Code may result in the application of a disciplinary measure that will also be imposed against those who, being aware of a violation, do not act promptly to report it.

DOMO SPA, in verified cases of infringement of the principles of the Code of Ethics which also include details of a crime, reserves the right to proceed judicially against the subjects involved.

The Direction