Code of ethics

  1. INTRODUCTION

 This document, titled Code of Ethics (also the “Code”), describes the ethical commitment and responsibility when conducting business activities and execution of company operations, assumed by the personnel of Galtech Canada Inc. (hereinafter also «Galtech Canada» or the “Company”). Whether they are directors, employees, or any person who occupy positions of representation, administration, management or control of the company or its organisational divisions.

 Concerning collaborators and consultants who work within the company, and any other third parties, signing of present Code or an excerpt from the Code, or, adherence to the provisions and principles contained in the Code, is an essential precondition for the signature of contracts of any sort between the company and said parties. These provisions thus signed or otherwise approved, by tacit consent, constitute an integral part of such contracts. 

 The Code of Ethics constitutes the set of values pursued by the company in the daily conduct of its business activities.

 

Galtech Canada mission statement

Galtech Canada strives to pursue excellence through the application of innovation and quality. Innovation is a permanent goal of Galtech Canada personnel and is the result of constant, scientific, and detailed research performed on materials, techniques, and products, conducted with the help of the latest equipment available. Quality permeates throughout all activities of Galtech Canada. Conditions for quality are, meticulous, methodical and constant control and verification of each phase of the life of the company, in each step of production process, from the purchase of raw materials through to the completion of the finished product. Quality at Galtech Canada is the result of a culture shared and diffused throughout the company, and is reflected in the manufacture of performing products that are of simple design and easy to use, fully guaranteed, able to meet the very latest requirements in their sector, and limit consumption in respect of their users and the environment.

 

Approach towards stakeholders

 Galtech Canada strives to maintain and develop relations of trust with its stakeholders, individuals, groups, or institutions whose contribution is an essential element in achieving the mission of Galtech Canada and interests of the Company. The term stakeholders includes parties who make investments connected with the activities of Galtech Canada, shareholders, employees and contractors, customers, suppliers, and business partners in general.

 

                                                                

Unethical conduct

 Unethical conduct during the pursuit of business activities, compromises the relationship of trust between Galtech Canada and its stakeholders.

 Any unethical conduct by single individual, group, or organisation, who try to personally gain benefits from the collaboration of others while in position of power, is considered to be unethical and may lead to   negative attitudes towards the company.

 

 

Objectives of the Code of Ethics 

Good reputation is an essential intangible resource.

Good reputation outside the company stimulates investment by shareholders, loyalty of customers, interest by the best human resources available, the security of suppliers, and promotes the company’s reliability in relation to creditors. The Code of Ethics is aimed at achieving a management style that draws inspiration from criteria of ethical conduct, professional integrity and economic efficiency in internal relations (top management, management, employees) and external relations (society and market), and by promoting high standards of conduct and economic benefits arising from  the company’s good reputation.

 

 

Application

 The Code of Ethics is applicable to Galtech Canada and to both inside collaborators (directors, employees) and outside collaborators. The Code of Ethics is applicable in Canada and in all other countries, with local adaptations that may be necessary, taking into consideration, cultural, social, and economic diversities existing between the various countries in which Galtech Canada conducts its business.

 Galtech Canada engages in the diffusion of the Code of Ethics amongst external collaborators, including those who hold continuous or temporary relations with the Company, and to demand from said parties, compliance with the obligations of the Code, in the execution of their activities, and the adoption of internal initiatives deemed necessary in the event of refusal by third parties to comply with the Code or in the case of omission or partial execution  set down in the Code.

 

 

 

  1. GENERAL PRINCIPLES

 The Code constitutes a set of principles whose respect is of fundamental importance in relation to operation, management reliability, and corporate image of Galtech Canada. These principles are the reference for operations, conduct, and relations inside and outside the company.

 

Impartiality

Decisions related with stakeholders (choice of customers to serve, relations with shareholders, management of personnel or the organisation of work, selection and management of suppliers, relations with the community and the institutions that represent its interests), Galtech Canada will strive to avoid all types of discrimination based on age, gender, sexual orientation, health, race, nationality, political views, or religion.

 

Honesty

In the course of their professional activity, Galtech Canada‘s collaborators are required to comply with statutory laws, the Code of Ethics, and internal regulations. Pursuit of the interest and/or the perceived advantage of Galtech Canada shall never justify any form of dishonest conduct.

 

Fairness

In the course of all activities, Galtech Canada‘s collaborators are required to adopt ethical conduct inspired by the principles of fairness, transparency and professionalism. Galtech Canada‘s collaborators must therefore avoid any type of conflict between their personal interests, even indirect, and the interests of Galtech Canada.

 

Confidentiality

Galtech Canada ensures confidentiality of all information, documents, studies, initiatives, projects and contracts in its possession, implementing measures designed to protect said information and prevent access to it by unauthorised persons, and refrains from using confidential data except with authorisation and action in  compliance with statutory legislation. Galtech Canada collaborators are required to refrain from using confidential information for purposes not connected to execution of their duties, as in the case of insider trading.

 

 

Relations with shareholders

 Galtech Canada makes the commitment to generating medium and long-term value for its shareholders thru management of the business in a profitable and responsible manner. This is the basic principle in the management of Galtech Canada.

 

 

Value of human resources

 Galtech Canada‘s personnel constitute an essential factor to the success of the company. For this reason, Galtech Canada protects and promotes the value of its human resources by improving and increasing the know-how and competitiveness of skills of each member of the Company. 

 Galtech Canada guarantees the physical and moral integrity of its personnel, working conditions that are respectful of individual dignity and a safe and healthy workplace. Requests or threats aimed at inciting a person to act in an unlawful manner or in a manner that is in violation of the Code of Ethics, will not be tolerated.

 

 

Fairness of authority

 In order to conclude and manage contractual relations involving the creation of hierarchical relationships within labour relations, Galtech Canada undertakes to use all possible efforts to ensure this authority is applied in a fair and just manner, avoiding all forms of abuse or misuse. In particular, Galtech Canada guarantees that, persons in a position of authority shall not engage in the abuse of power in relation to their subordinates, nor affect the dignity and independence of the company’s personnel, choices relating to work organisation such as to empower and respect the integrity of its personnel.

 

 

Responsibility

Each recipient of the Code of Ethics performs his or her work activities with due diligence, efficiency, and fairness, using the instruments and time at his or her disposal in the best possible manner and assuming full responsibility in relation to his or her duties.

 

 

Communication

Galtech Canada informs all its personnel of the provisions and application of the Code of Ethics, instructing them to comply with the Code. Galtech Canada is responsible for distributing the Code to all intended recipients, for the interpretation and clarification of the provisions of the Code, for checking effective compliance with the Code, and for updating the provisions in relation to any new requirements that may emerge on a timely basis.

 

 

  1. INTERNAL CONTROL

Within the framework of the Board of Directors of Interpump – in compliance with the regulations contained in the Code of Conduct for listed companies issued by Borsa Italiana S.p.A. – a specific Internal Control Committee has been set up with consultative and propositional functions and having the specific tasks of:

  • assisting the Board of Directors
    1. in establishing the guidelines of the internal control system in such a way that the principal risks faced by the issuer and its subsidiaries are identified correctly and adequately measured, managed and monitored, also determining criteria of compatibility of said risks with the sound and correct management of the company;
    2. describing, in the corporate governance report, the essential elements of the internal control system, expressing its evaluation of the overall adequacy of said internal control system;
  •  assessing, together with the manager responsible for drafting company accounting documents and the auditors, the suitability of the accounting principles utilised and their compatibility for the purposes of drafting the consolidated financial statements;
  •  on the request of the specifically assigned executive director, expressing opinions with regard to specific aspects concerning the identification of the principal risks to which the company is subject and the design, implementation, and management of the internal control system;
  •  assessing the operative plan prepared by the internal control officers and their periodic reports;
  •  carrying out additional tasks of a consultative nature such as may be assigned to it by the Board of Directors, especially with regard to interests of the directors and transactions carried out with related parties;
  •  reporting to the Board of Directors, at least once every six months, at the time of approval of the financial statements and the interim report, concerning the activity performed and the adequacy of the internal control system.

Concerning internal control, Galtech Canada adopts specific systems designed to: (i) ensure the accuracy of various company processes for efficiency, and economic viability; (ii) guarantee reliability and accuracy of accounting entries and assets of the company; (iii) ensure conformity of operation actions and internal and external regulations.

 Each company in the Interpump Group has its own internal control system regulating the checks that the company carries out in relation to its own processes, which are the primary responsibility of the operational management team; said checks are considered to be an integral part of all company processes. 

 In order to identify and limit company risks, an  Internal Auditing group has been set up within the Interpump Group S.p.A. Holding with the role of checking, monitoring controls performed by each company, the adequacy and functionality of  internal control system, and proposing to top management the implementation of an appropriate plan of action designed to reduce exposure to corporate risks at  time of auditing.

 Chief officer of Internal Auditing is not hierarchically dependent on any of the managers of operations. He reports on a regular basis to the Chief Executive Officer of Interpump Group S.p.A., to the Internal Control Committee, and to the Board of Statutory Auditors.

 

 

  1. CRITERIAS OF CONDUCT

 

SECTION I

Criteria of conduct with personnel relations

 

4.1 CORPORATE GOVERNANCE

 Interpump adopts a system of corporate governance – in compliance with the requirements of the law and CONSOB directives – that is also in conformity with the contents of the Code of Conduct promoted by Borsa Italiana S.p.A. The Interpump corporate governance system is transparent and is communicated to corporate stakeholders also by publishing, on the corporate website, the “Report on Corporate Governance” to which you are invited to refer. The foregoing document is updated each year at the time of the Board of Directors’ meeting convened for the approval of the consolidated financial statements.

 

4.2 TRANSPARENCY TOWARDS THE MARKET

 Interpump pursues its mission ensuring the complete transparency of the choices made. Interpump therefore supplies all the information necessary to ensure that decisions made by investors are based on the actual strategic policies of the company, its performance and the returns forecast in relation to capital employed.

 All the financial information of Interpump is distinguished not merely by its full compliance with all the relevant legislative provisions, but also by the numerous meetings with the financial community held in the main sites of the company worldwide, the conference calls held at the time of major events in the life of the company, and the constant updating of the information available on the corporate website, in such away as to guarantee the uniformity of information supplied to institutional investors and minority shareholders.

The strategy and policy of information are transparent and publicly disclosed by means of the publication on the corporate website of the previously cited “Internal Dealing procedures” to which you are invited to refer. 

 

4.3 RECRUITING OF PERSONNEL

The evaluation of personnel to be hired is performed in accordance with procedures adopted by the company, on the basis of professional profiles of job candidates, in accordance with the requirements of the company, in compliance with principles of equal opportunities for all parties involved. The information requested is strictly related to professional, psychological, and aptitudes profile, in the respect of privacy and personal opinions of the candidate in question.

Galtech Canada guarantees the application of equal employment opportunities, taking necessary action to avoid any form of discrimination on the basis of race, skin colour, gender, religious beliefs, nationality, and age.

Galtech Canada does not tolerate any kind of irregular work and in particular the Company does not employ, neither directly nor indirectly, citizens of third countries whose residence permit is not regular.

Galtech Canada will not give advantage to candidates recommended by third parties, particularly third parties connected with Public Administration or customers of the Company. In case of recommendations of candidates to managers, or to employees, by party members of any Public Administration, immediate notification will be forwarded to the Board of Directors, who will proceed to carry out necessary verifications. If candidates recommended by these parties should be suitable to fill a position in the company, hiring of said candidates must be authorised beforehand in writing by the Board of Directors. 

 

4.4 MANAGEMENT OF PERSONNEL

Company managers and supervisors are responsible for ensuring the respect of principles for equal opportunities and also, in the administration of work relations, for maintaining the workplace free of discriminatory attitudes and conduct, and in the prompt identification and resolution of any related problems.

Each person in a position of responsibility is required to make optimum use of the working hours of his or her subordinates by requesting activities that are consistent with the duties of each person and with the work organisation plans. 

Any request to a superior, for personal favours or any behaviour that could be construed as a violation of this Code of Ethics, shall be considered to be an abuse of the authority vested in the person responsible for such actions.

Galtech Canada promotes maximum participation of personnel in the execution of work activities, promotes initiatives for participation and discussion about decision making that are functional to the achievement of corporate goals. Willingness to listen to different viewpoints, compatible with the professional requirements of the company, allows persons in a position of responsibility to reach their final decisions; in this context, members of personnel are expected to offer their best efforts in assisting with the implementation of informed decisions that are taken by their superiors.

 

4.5 HEALTH AND SAFETY

Galtech Canada undertakes to instil and maintain a culture of safety, risks awareness, the respect of regulations in force, and promoting responsible behaviour amongst all personnel. Galtech Canada shall apply its best efforts to protect, thru preventive actions, the health and safety of its workers and the interests of all stakeholders of the company.

Galtech Canada’s goal is to protect its human resources, assets, and capital, by constantly seeking out the necessary synergies, not merely within the company but also through the development of relations with suppliers, other companies and customers involved. For this purpose, Galtech Canada performs actions of a technical and organisational nature through:

  • constant analysis of risk levels, processes criteria, and the resources to be safeguarded;
  • constant improvement of preventive actions;
  • timely preparation/updating of necessary measures and methods;
  • the adoption of best practice technologies;
  • constant monitoring and updating of working methods;
  • the use of training and communication initiatives whenever appropriate.

 

In accordance with safety regulations, Galtech Canada accepts the following principles:

  • elimination of risks and, when not possible, their reduction to a minimum;
  • assessment of risks that cannot be eliminated;
  • reduction of risks from the source;
  • replace what is dangerous with what is not dangerous or is less dangerous;
  • respect for ergonomics principles in the design of workplaces, in the choice of work related equipment, working method and methods of production, to reduce the monotonous and repetitive  jobs and the risk of these jobs on health; 
  • keep track of technical progress;
  • schedule prevention, aiming at a coherent system  combining technique, work organization, work conditions, social relations and factor effects on the work place;
  • give priority to collective security over single security
  • provide the workers with adequate instructions.

 These principles are used by the Company in order to undertake all necessary actions to safeguard the health and safety of its workers, including the activities of preventing professional risks, information and communication and planning of the organization and all necessary means.

 The Company, at both top and operational levels, is compliant with these principles when decisions have to be taken and choices have to be made, and, subsequently, when they have to be enforced.

 

4.6 PROTECTION OF PERSONAL INTEGRITY AND DIGNITY

Galtech Canada makes the commitment to protect the moral integrity of its personnel by ensuring entitlement to working conditions respectful of personal dignity. Therefore, it safeguards workers from acts of psychological abuse and takes action against any attitudes or forms of conduct that are discriminatory or damaging to the individual, his or her personal beliefs and preferences (for example, without limitation, insults, threats, isolation or intrusiveness, preventing career advancements).

Sexual harassment and all types of conduct or verbalisation that may be offensive to the individual will not be tolerated.

Any collaborator of Galtech Canada  who considers he or she has been a victim of harassment or intimidation, or who has suffered discrimination for reasons related to age, gender, sexual orientation, race, health, nationality, political opinions or religious beliefs, must inform the Board of Directors of such events, so appropriate steps can be taken to establish whether the Code of Ethics has been effectively violated. In this context, disparity between co-workers shall not constitute a matter of discrimination when such disparity is justified or justifiable on the basis of objective criteria. 

 

4.7 CONFIDENTIALITY AND RESPECT OF PRIVACY

Information, data, and knowledge acquired, processed, and managed by company employees during the normal course of their working activities must remain strictly confidential and suitably protected. Such information cannot be used, disclosed, or distributed, either within Galtech Canada or outside the company, except in full compliance with the provisions of applicable legislation and relevant company procedures. Confidential information to be interpreted as the sole property of Galtech Canada, includes, as example:

  • company strategic, economic/financial, accounting, commercial, management, and operation plans;
  • projects and investments;
  • data related to personnel such as absences, attendance, holidays, sickness, salaries;
  • company parameters of performance and productivity;
  • company agreements, commercial agreements and contracts, company documents;
  • production know-how, product development and marketing, services, processes, and patents;
  • accounting, financial, and economic data, before such information is publicly disclosed;
  • company manuals;
  • suppliers, customers, employee database.

 The personnel of Galtech Canada must always keep confidential all other information that comes to their attention, the diffusion of which might result in prejudice for Galtech Canada.

 In dealing with such data and information, Galtech Canada personnel must use maximum attention and confidentiality, avoiding any form of conduct that might lead to the implicit disclosure of information that is the property of the company and has not yet been published, either in respect of colleagues or other parties. 

In relation to stock exchange value of Interpump, if solicited with requests for confidential company data by external parties such as friends, private individuals, journalists, financial analyst and investors, company employees must refrain from providing any information, either directly or indirectly, limiting their response by inviting the person requesting information to address such request to the competent company representative.

 

 

4.8 RECORDING AND DISTRIBUTION OF INFORMATION

During the execution of their work, their competences and responsibilities, the personnel of Galtech Canada must record, process data and information in an accurate, precise, and comprehensive manner.

 The company’s accounting, economic, and financial registering and entries must be based on these values, reflecting exactly the situation that is described in the supporting documentation.

 Accounting records, economic and financial information cannot be transmitted or disclosed to third parties without the prior authorisation of management in function. For this purpose, the Company has implemented and maintains in an active and updated condition, by means of its internal structure that governs its information systems, the functionalities of the operating systems and company applications designed to prevent unauthorised disclosures and distortion of corporate data and information.

Employees who become aware of possible omissions, falsifications, misrepresentations, or alterations of the accounting registrations and/or associated documents, are required to inform their direct superior and the Board of Directors immediately.

 

4.9 CONFLICT OF INTEREST

Galtech Canada personnel must avoid situations susceptible to create conflicts of interest and must refrain from seeking to gain personal advantage from business opportunities that come to their attention during the course of their professional duties.

As example and without limitation, conflicts of interest may happen in the following situations:

  • a person occupying a top management role (Chief Executive Officer, director, team leader) while having economic interests with suppliers, customers, or competitors (ownership of shares, professional offices, etc.) also through family members up to and including the fourth degree of relationship;
  • assuming responsibility for relations with suppliers while performing work activities, also through family members up to and including the fourth degree of relationship, on behalf of suppliers;
  • acceptance of cash or favours from persons or companies that are involved, or that are trying to enter into, business relations with Galtech Canada;
  • disclosure to third parties of any confidential information that may have come to their attention during the execution of their duties, or using such information for their own personal gain.

 If  an apparent conflict of interest should occur and any cases subject to personal interest, the employee or collaborator in question is required to inform his or her superior, who in turn will inform the Board of Directors, which will assess the effective presence of a conflict of interest on a case-by-case basis. The collaborator in question is also required to provide information concerning the activities performed outside working hours in the event that these might appear to be in conflict with the interests of Galtech Canada.

 

4.10 DIRECTORS’ INTERESTS

If a director has an interest of his or her own, or in relation to third parties in a specific operation of the company, said director must inform the other directors, specifying the nature, terms, origin, and magnitude of said interest. If the person in question is the Chief Executive Officer, he or she must also refrain from performing the operation in question. If the person in question is a sole director, he or she must disclose the relative situation at the first shareholders’ meeting to be held after said potential conflict of interest arises. The deliberation of the Board of Directors shall adequately motivate the reasons and interest for the company in relation to the operation in question.

 

 4.11 PROTECTING THE CORPORATE EQUITY AND RESPECTING IT POLICIES

 All personnel are required to apply utmost diligence in protecting company property through the adoption of responsible lines of conduct in relation with the provisions of instructions that govern the use of such property. In particular, each collaborator must:

  • use the property assigned to him or her with due dilligence  and responsible manner;
  • avoid all forms of improper use of company property that could result in damage, injury, diminution of efficiency, or that are in conflict with the interests of the company.

 All personnel are responsible for the protection of resources assigned to them and are required to inform their direct supervisor promptly of any threats or events that are potentially harmful for the Company. The protection and preservation of such property and assets constitutes a fundamental value for safeguarding the interests of the company and it is the responsibility of workers (in the execution of company activities) not only to protect such property and assets, but also to prevent their fraudulent or improper use. Employees are entitled to use company property exclusively for the execution of company activities or purposes authorised by relevant company functions.

 Galtech Canada reserves the right to prevent nonconforming uses of its property by adopting accounting systems, financial audit reporting systems, risk prevention and analysis systems, in strict compliance with the provisions of statutory legislation (laws concerning privacy, workers status, etc.).

 Concerning software applications, all employees are required to:

  • scrupulously adopt the provisions of company security policies in order to preserve the functionality and generally protect the company information systems;
  • refrain from sending threatening or offensive e-mails, refrain from using coarse language, refrain from making inappropriate comments that are potentially offensive to persons and/or damaging to the company’s image;
  • refrain from accessing Internet sites with indecent or offensive contents.

 Collaborators must also refrain from disclosing any passwords or access codes. Each collaborator agrees not to access other people’s computer systems without the necessary authorisation and not  assume behaviour that may in any way destroy or damage computer systems or information. In general each collaborator is obligated to respect the principles of fairness, integrity, pertinence and confidentiality while using IT applications, in compliance with the specific policy adopted by the Company. Therefore, any behaviour must be avoided that in any way, even if only potentially, may imply a violation of the policy adopted by the Company and applicable provisions.

      

SECTION II

Criteria of conduct in the pursuit of business activities

 

4.12  GENERAL PROVISIONS

 The business activities with third parties are kept only by persons in charge of the aforesaid activities pursuant to the organization chart of the Company, service orders or proxies.

 In business relations with third parties, the personnel of Galtech Canada is required to adopt ethical and law-abiding conduct inspired by values of fairness, transparency and integrity.

 In commercial or promotional relations, the following are prohibited: practices and conduct of illegal or collusive nature, or even potentially illegal or collusive, illicit payments, attempted bribery, favouritism, solicitations made directly or through third parties for personal benefits and career advancement for self or for others that are in conflict with the law, regulations and/or standards that are the subject of this Code of Ethics. The aforesaid prohibition includes the offer, directly or indirectly, of free services aimed to influence decisions or transactions.

 Gathering of information relative to third parties from public or private sources, or from specialised institutions and/or organisations, must be performed thru methods allowed by the provisions of statutory legislation. If personnel are in a position in which they receive confidential information, they must manage such information with utmost secrecy and confidentiality in order to avoid situations arising where Galtech Canada may stand accused of improper appropriation and use of said information.

 

 4.13 GIFTS AND BENEFITS

  Any type of gifts that can be interpreted as exceeding normal commercial practices or courtesy, or given with intentions of receiving preferential treatment in the pursuit of any activity connected with the business of Galtech Canada is prohibited.  Particularly, it is forbidden to make any form of gift to Canadian or foreign public officials or their families that could influence their independence of judgement or lead to any type of advantage.

 Furthermore it is not permitted to pay or offer to private third parties, directly or indirectly, payments, gifts and other benefits of any entity in order to influence or reward their official duties. In the same way it is not permitted to receive from private third parties, directly or indirectly, payments, gifts and other benefits of any entity in order to influence or reward an official duty.

This rule concerns both, gifts promised or offered and gifts received, that may offer any type of benefit. Galtech Canada shall refrain from practices that are not allowed by law, by good commercial practice, or by the codes of ethics – if their contents are known – of the companies or organisations with which the company has business relations. On an entirely exceptional basis, it may be admissible to accept gifts of a purely symbolic or personalised nature, provided that such gifts are of modest economic value, provided such gifts do not exceed $100.00 CAD

Consequently, solely allowed gifts to third parties are those with little value and not exceeding $100.00CAD or used to promote the brand image of the Company. All offered or received gifts, excluding those of reasonable value and not exceeding $100.00 CAD, shall be adequately documented in order to allow the Board of Directors to carry out proper inspections.

 Money offers to Galtech Canada personnel by customers, suppliers, or third parties are illicit and prohibited. Perpetrators of such action, are punishable in accordance with applicable articles of law.

Galtech Canada personnel who receive gratuities or benefits not falling into the classification of permissible gratuities or benefits, are required to notify the Board of Directors of such a situation, who in turn, will evaluate the reason of being of such gift or gratuity and notify the sender of the relevant policies of Galtech Canada.

 

 4.14 RELATIONS WITH CUSTOMERS AND PRODUCT QUALITY

 Galtech Canada considers customer satisfaction as primary importance and contributing to its success. Particular attention is given to understanding the needs of customers and preparing solutions best meeting their requirements. Galtech Canada’ strategy  consists in guaranteeing adequate quality standards of services/products offered on the basis of predetermined levels, and periodically monitoring the perceived level of quality.

  

4.15 RELATIONS WITH SUPPLIERS

 Procurement processes must consider the need to obtain maximum competitive benefit for Galtech Canada, the intention to grant equal opportunities to all suppliers, and consider principles of loyalty and impartiality.

 When choosing suppliers, it is not allowed to exert undue pressure such as to favour one supplier rather than another and undermine the credibility and trust that market places in the company in relation to the transparency and rigour of application of the law and company procedures.

 

4.16 RELATIONS WITH INSTITUTIONS

Relations with institutions are reserved exclusively to specifically delegated company functions. Relations must be characterised by maximum transparency, clarity, and integrity, and must be such as to avoid inducing private or public institutional subjects with which the company has relations of various types into interpretations that are of an incomplete, false, ambiguous, or misleading nature.

 

4.17 ENVIRONMENT

Galtech Canada commits to protect the environment, considered as a primary resource and for the benefit of community and future generations as an essential requirement. Galtech Canada adopts best suitable environment protection measures, by promoting and planning the development of activities in accordance with said goal. Galtech Canada undertakes to minimise the environmental and landscape impact of its activities in compliance with statutory legislation and the progress of scientific research and best practices in the field. Specifically, Galtech Canada adopts a proactive approach to environmental challenges, by implementing policies aimed to progressive reduction of direct and indirect impacts of its activities and the promotion of greater awareness and commitment to the environment, (quality of ground, air and water of the territory in which it operates) with reference to global challenges (climate change and biodiversity).

 

4.18 ECONOMIC RELATIONS WITH POLITICAL PARTIES, TRADE UNIONS AND ASSOCIATIONS

Galtech Canada does not fund Canadian or foreign political parties, their representatives or candidates, and does not sponsor conventions or events whose mission is the distribution of political propaganda. It refrains from exerting any form of direct or indirect pressure on politicians (for example by the acceptance of recommendations for hiring of staff, consulting contracts, etc.).

Galtech Canada does not make contributions to organisations with which a conflict of interest may exist (trade unions for example).

 

4.19 RELATIONS WITH ANTITRUST AUTHORITIES AND REGULATORY BODIES

Galtech Canada guarantees full and scrupulous compliance with antitrust regulations and the rules of market regulatory bodies. Galtech Canada does not withhold or delay the provision of information required by antitrust authorities and other regulatory entities in their inspection functions. The company actively collaborates during the course of summary investigations.

 

4.20 GRANTS, SUBSIDIES AND LOANS

Grants, subsidies, or loans obtained from the Canadian Government, or any other Public Authority, even of modest value, must be utilised for the purposes for which they were requested and granted.

In case of participation in publicly disclosed procedures, the recipients of the present Code shall operate in compliance with the law and best commercial practices, refraining from taking action that might induce Public Administrations from acting in such a way as to unfairly benefit the company.

 

4.21 MASS MEDIA

Relations with the medias are characterised by the respect to the right to information.

Any communication related to data or information must be truthful, accurate, clear, transparent, respectful of the dignity and privacy of individuals, coordinated and coherent with the policies of Galtech Canada. Information concerning Galtech Canada supplied to mass media may be disclosed only by the specific company delegate in function, or with the permission of this delegate, in compliance with the defined procedures.

 

 4.22 ANTI MONEY LAUNDERING

 Neither the Company nor its employees shall, in any way or form, or under any circumstance, be involved in cases of money laundering, deriving from unlawful or criminal activities. Before establishing relationships or executing contracts with suppliers and other partners, the Company and its employees must verify the moral integrity, the reputation and good name of the counterpart. The Company undertakes to comply with all national and international rules and provisions against money laundering.

  

4.23 PRODUCTS

 Company goods, parts or components obtained by disassembly of the same goods, manufactured and/or sold by the Company, are not to be considered weapons or items to be specifically used for military purposes. In particular, Galtech Canada willfully complies with “dual use” export rules.

 

4.24 INTELLECTUAL PROPERTY

The Company protects intellectual property rights, including patents, trademarks, industrial design rights and copyrights, and respects the strategy and policy adopted in order to protect these rights and the intellectual property rights of others.

 Furthermore, Company policies do not allow the use of unauthorized copy of computer programs or papers or any works granted by copyrights. In particular, the Company respects the licence agreements related to production and distribution of products and the contracts with software suppliers; the use of software and documentations must be in compliance with above mentioned agreements.

  

4.25 COMPETITION AND EXPORT CONTROLS

 All relations with actual or potential competitors are characterized by fairness and honesty. Therefore, the Company disapproves any practice that could represent any unfair restriction when carrying on trade or any other commercial activity.

 The Company is committed to guaranteeing all its business activities are not in violation of any international laws concerning embargo and export controls in effect with countries it deals with.

  

4.26 ORGANIZED CRIME

 The Company prohibits any conduct susceptible to facilitate organized crimes and affiliations, both in domestic and foreign territory, the association with the sole purpose to carry out criminal activities, the illegal trade of weapons or drugs, illicit substances or any other activities able to hinder the ordinary course of justice.

 

 

  1. METHOD OF IMPLEMENTATION

 

5.1 DUTIES OF THE BOARD OF DIRECTORS CONCERNING THE IMPLEMENTATION AND MONITORING OF THE CODE OF ETHICS

Concerning the Code of Ethics, the Board of Directors is responsible for the following:

  • making decisions in subject matters related with violation of the Code;
  • the issue of binding decisions concerning the review of the most significant policies and procedures, with the aim of guaranteeing their coherence with the contents of the Code of Ethics;
  • periodic revision of the Code of Ethics;
  • checking the application and observance of the Code of Ethics through ethical auditing activities, identifying and promoting continuous improvement, achieved through analysis and evaluation of ethical risk control processes;
  • monitoring awareness initiatives and understanding of the Code of Ethics.

 Specifically, objectives are as follows:

  • guarantee the development of activities on ethical communication and training;
  • analyse proposals for revision of company policies and procedures having a significant impact on corporate ethics;
  • receive and analyse reports of violation of the Code of Ethics;
  • make any modifications and integrations to the Code fo Ethics..

 

5.2 COMMUNICATION AND TRAINING

The Code of Ethics is brought to the attention of internal and external stakeholders by means of a programme of dedicated communication activities.

In order to ensure the correct understanding of the Code of Ethics, Company management, with the assistance of the personnel, prepares and implements, based on suggestions from the President of the Board of Directors, a training programme aimed at favoring awareness of ethical principles and rules. Such training initiatives are differentiated in accordance with the role and specific responsibilities of the personnel to whom they are addressed.

 

5.3 CONFLICT WITH THE CODE OF ETHICS

In the event even one of the provisions of the present Code should come into conflict with prescriptions contained in internal regulations or procedures, the Code shall prevail over any such prescriptions.

 

5.4 AMENDMENTS AND ADDITIONS TO THE CODE OF ETHICS

All amendments and additions to the Code must be approved by the Board of Directors, and promptly communicated to the personnel and external collaborators of Galtech Canada.

 

  1. PENALTIES

Full compliance with the Code of Ethics shall be an essential part of the contractual obligations assumed by employees, by external collaborators, by directors, and by persons having business relations with the Company.

The obligation of employees and top management to comply with the Code of Ethics is added to the obligations of complying with general rules of loyalty, fairness, and execution of individual duties in good faith.

Any violation of the rules of the Code of Ethics may be considered as a violation of obligations within work relations, with consequences provided for by the law, including disciplinary action and/or termination of  employment contract, and may also lead to  compensation claims for damages arising from any such violation.

Concerning inside and outside personnel, directors, and third parties, any violation of the rules of the Code of Ethics constitutes a serious violation of contractual obligations and shall automatically engage all relative legal consequences, also in relation to termination of contract and/or cancellation of any appointments that may have been made, and may also lead to damage compensation claims caused from any such violation.