LEADERSHIP FOREWORD
For Adventia Green Power Limited (“Adventia”), the Code of Ethics represents the Group’s “Constitution”, being a charter of rights and moral duties that defines the ethical-social responsibilities of each participant in the organization. Given its position as a true practical guide for daily activities, the Code of Ethics plays a strategic role in the life of the Group.
The Code of Ethics is a tool for preventing irresponsible or illegal conduct by those who work in the name and on behalf of Adventia. The values and principles expressed in our vision, mission and values are an integral part of this document.
Employee knowledge of and compliance with the Code are key to guaranteeing the reliability and reputation of our company. This applies to all our employees and anyone conducting business on behalf of Adventia, or any of its subsidiaries. In order to ensure the broadest possible dissemination of its contents, this Code of Ethics has also been published on the company website, www.adventiagp.com.
We encourage you to read it carefully and hope that its principles will inspire your approach to your daily activities.
Board of Directors
Adventia Green Power Ltd
Ethical business conduct is critical to our business and a shared responsibility of all members of Adventia. Each employee is responsible for protecting our most valuable asset: our reputation.
This Code of Ethics (the “Code”) applies to anyone conducting business on behalf of Adventia or any of its subsidiaries, including all managers, officers, employees, agents, representatives, lobbyists, interns, contractors, suppliers, and consultants (“Covered Parties”), and seeks to guide our legal and ethical responsibilities, to deter wrongdoing, and to promote:
• compliance with applicable laws, rules and regulations;
• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• the integrity of our financial information, which influences the decisions of management and our Board of Directors, as well as the way in which the outside world perceives and evaluates us;
• full, fair, accurate, timely and understandable disclosure in reports and documents we file with or submit to government authorities and in other public communications; and
• accountability for adherence to this Code, including prompt internal reporting of any suspected violations.
To meet these objectives, this Code encourages Covered Parties to express any concerns they may have relating to corporate accountability. No discrimination or retaliation against any person who, in good faith, reports such concerns will be tolerated. Anyone who retaliates against an individual under such circumstances will be subject to disciplinary action, up to and including termination of employment.
All Covered Parties must read, understand, and adhere to this Code and all other applicable company policies. Violations of law, this Code or other Company policies or procedures can lead to disciplinary action, up to and including termination of employment and/or termination of business relations.
1. INTRODUCTION
The Adventia structures its own internal and external activities according to the principles set forth in this Code, with the conviction that ethics in the conduct of business activities must be pursued at the same time and with equal emphasis as the economic success of the business.
The Adventia is committed to conducting its business in accordance with the highest ethical standards, complying with all applicable legislation and regulations, so as to prevent all unethical or illegal conduct.
The Adventia, in the conduct of its business, stands up for the respect and protection of human rights, safeguarding the dignity, freedom and equality of human beings. Adventia repudiates all forms of discrimination and illegal conduct and activities, such as corruption, forced or child labor.
In this respect, Adventia operates within the general reference framework of the United Nations Universal Declaration of Human Rights and of the Fundamental Conventions of the International Labor Organization (ILO)
2. OBJECTIVES AND VALUES
The primary objective of Adventia is to create value for the shareholders. Industrial and financial strategies and the resulting operative conduct, based on an efficient use of resources, are oriented to achieving this goal.
In pursuing this objective, Adventia Companies and all Covered Parties must unfailingly comply with the following principles:
• as active and responsible members of the communities in which we operate, we must take on the commitment of respecting all applicable laws wherever we do business, and to following all commonly accepted principles of business ethics, such as transparency, honesty and loyalty;
• we refuse to engage in any illegitimate, unfair, or in any way questionable behavior (vis-à- vis the community, public authorities, customers, employees, investors and competitors) to achieve economic targets, which we pursue only through excellent performance, quality, competitive products and services, based on experience, customer care and innovation;
• we establish organizational controls designed to prevent Covered Parties from violating these requirements of lawfulness, transparency, honesty and loyalty, and supervise their observance and actual implementation;
• we impose sanctions for any violations of these policies and principles;
• we maintain accurate books and records, and assure the investors and the community as a whole total transparency about our activities;
• we promote integrity and fair competition between parties in the pursuit of challenging goals and new objectives;
• we openly oppose any corrupt practices aimed at obtaining improper advantages both in our relations with the Public Administration and Public Stakeholders in general, as well as with Private Stakeholders;
• we strive after customer satisfaction both in terms of product quality and excellence of our services;
• we protect and reinforce the intrinsic value of all our employees;
• we respect the environment and use natural resources responsibly, with the goal of advancing sustainable development and protecting the rights of future generations.
3. SHAREHOLDERS
Adventia is committed to guaranteeing transparency and equal treatment to all classes of shareholders, and to avoiding preferential treatment of any class or company. We pursue the reciprocal benefits that derive from belonging to a group of companies, while respecting all applicable legislation and regulations and the independent interest of each Company as it seeks to create value.
4. CUSTOMERS
The excellence of the products and services offered by Adventia in terms of quality, safety and performance is based on customer care and the readiness to satisfy customer requirements. We therefore seek to assure an immediate, qualified and competent response to customer needs, through honesty, courtesy and cooperation.
5. COMMUNITIES
Adventia contributes to the economic welfare and growth of the communities in which it operates by delivering efficient and technologically advanced services. We are a citizen of each locality where we are established to do business, and like individual citizens we feel we have a responsibility to support the community. It is our goal to take part in and promote projects to further the welfare of our local communities and thus be a good and contributing citizen.
Group Companies adhere to all applicable laws and regulations and maintain good relations with local, national and super-national authorities, based on full and active cooperation and transparency.
Consistent with these objectives and with the responsibilities they have assumed toward different stakeholders, Group Companies recognize research and innovation as priority conditions for growth and success.
Group Companies view favorably and, when necessary, support social, cultural and educational initiatives directed at enhancing the individual and improving his/her living conditions.
Group Companies do not disburse contributions, advantages or other conveniences or things of value to government officials (including employees of state-owned or controlled entities or enterprises), political parties, or trade union organizations, nor to their representatives or candidates, except as permitted by applicable laws and by the provisions of this Code and other applicable Adventia policies.
6. SUPPLIERS
Adventia recognizes the key role of suppliers in improving its ability to satisfy customers’
needs.
Adventia promotes the development of durable relations with suppliers, in a reciprocal approach of lawfulness, transparency, honesty and collaboration, as commonly accepted principles of business ethics.
In order to ensure that purchasing processes comply with the ethical principles adopted, Adventia can introduce, for certain supplies, social, health and safety or environmental prerequisites, whose violation can trigger disciplinary actions, including possible termination of business relations.
In particular, agreements with suppliers whose operations are located in certain countries - categorized as being “at risk” by recognized organizations - can include clauses with reference to specific requirements or the possibility for Adventia to hold inspections at the offices or plants of the supplier in order to verify that such requirements are being met.
7. HUMAN RESOURCES
Adventia recognizes the central role of human resources as an essential factor for success in its business activities. The professional contribution of employees, in a framework of mutual loyalty and trust, is therefore considered as a crucial element for the development of ’s activities.
Group Companies safeguard safety and health in working environments and consider the respect of worker rights fundamental to the carrying out of business activities. Adventia promotes equal opportunities and enhances the professional development of individuals, forbidding any sort of violence or harassment, either sexual or based on personal, political and cultural diversity.
8. ENVIRONMENT
Adventia believes in a global sustainable growth in the common interest of all stakeholders, present and future. All investment and business choices are consequently fashioned to respect the environment and public health.
Without prejudice to compliance with specific enforceable regulations, Group Companies take environmental issues into consideration when defining their choices, also by adopting – if operationally and economically feasible – eco-compatible production technologies and methods, with the objective of reducing the environmental impact of their activities.
9. ANTI-BRIBERY POLICY
Bribery of public officials is prohibited.
• No Covered Party may provide, either directly or indirectly, anything of value to any Public Official in order to obtain or retain business or to obtain an improper business advantage.
• The term “Public Official” is defined very broadly, and includes any employee of a government owned or controlled entity or a public international organization, any political party and any candidate for public office. Whenever dealing with entities or persons connected with a government entity, Adventia employees shall comply with the principles set forth in this Code which govern our conduct and strictly adhere to Adventia policies and procedures.
Commercial bribery is prohibited.
• No Covered Party may provide, either directly or indirectly, anything of value to any person in order to obtain or retain business, confidential information, or an improper business advantage.
• No Covered Party may accept anything of value in exchange for illegitimately awarding business, providing confidential information, or an improper business advantage.
The Anti-Bribery regulations require adherence to other Group policies and procedures promulgated from time to time concerning:
• Offering, paying, or accepting gifts or courtesies; offers of entertainment or free trips to, from, or on behalf of a public official or any supplier, customer, or competitor, and;
• Engaging consultants, agents, lobbyists, joint venture partners or other third parties.
10. ANTITRUST POLICY
Adventia intends to act in compliance with applicable competition rules.
Competition rules (also referred to as antitrust rules) hold a central role in regulating the activity of businesses operating in all sectors of the economic sphere. Infringement of competition rules may expose businesses to very high administrative penalties, damages in civil proceedings, in addition to severely harming their reputation. In certain jurisdictions, individuals are exposed to criminal sanctions, including imprisonment.
The purpose of competition rules is to make sure companies vigorously and fairly compete with each other. This encourages enterprise and efficiency, creates a wider choice for consumers and helps reduce prices and improve quality. To achieve this result, companies are expected to act independently of each other on the market, without limiting their freedom to compete and without sharing commercially sensitive information that would make their future moves more predictable to competitors. For this reason, all contacts with competitors are in principle seen as suspicious. Additionally, companies holding a monopoly or dominant position should not take advantage of the weaker competition on that market to strengthen their position by imposing unfair conditions to its customers or end-users, or by using tactics that undermine rivals’ survival or potential entry in the market. In sum, competition rules aim at punishing any conduct that may subvert “competition on the merits” in any market. Their main driver is promoting
market economics and healthy competition to enhance welfare of consumers, who have to be able to purchase goods and services of the best quality and at the lowest possible price.
Sound knowledge of and compliance with the applicable competition rules is therefore essential in the conduct of the business.
11. INFORMATION - BOOKS AND RECORDS
Adventia is aware of the importance of correct information on its own activities for the investors and the community at large.
Consequently, to the extent compatible with the confidentiality requirements inherent in conducting a business, Group Companies strive for transparency in their relations with all stakeholders. In particular, Group Companies communicate with the investors according to principles of honesty, clarity and equal access to information.
Group Companies maintain books, records and accounts in reasonable detail to accurately and fairly reflect all of their transactions, and to retain relevant documentation in accordance with Group policies concerning record retention.
Group Companies and Covered Parties must never, under any circumstance, engage in inaccurate, false or misleading record keeping, even if one might reasonably believe the consequences of the inaccuracy would be harmless. This policy of full, fair, accurate and timely recording of information extends to time reports, expense reports and all other similar compulsory corporate documents.
No false or artificial entries shall be made in the books and records of Adventia. No undisclosed or unrecorded funds may be established.
“Off the books” payments are prohibited.
No individual shall ever engage in any arrangement that results in a prohibited act.
12. EXPORT CONTROLS AND ECONOMIC SANCTIONS
It is the policy of Adventia to comply with all applicable export control laws. All Adventia employees must comply with these laws. Under no circumstances are Adventia employees permitted to make a transfer, export, re-export, sale, or dispose of any product, technical data or service contrary to applicable export control laws.
Adventia will comply with all economic sanctions against certain entities and countries, including applicable economic sanctions imposed by the UN, the EU and other jurisdictions in which Adventia conducts business.
13. PREVENTION OF MONEY-LAUNDERING, HANDLING OF STOLEN GOODS AND USE OF ILLEGAL PROCEEDS AS WELL AS OF SELF-LAUNDERING
All Group Companies are aware of the key role that they play in the fight against money-laundering, handling of stolen goods and self-laundering.
Therefore, Group companies are committed to implementing measures to combat money-laundering. In addition to other duties and responsibilities, it is strictly forbidden to:
• buy, replace or transfer money, goods or other assets if there is knowledge of their criminal origin, or perform any other operations that might lead to concealing their illegal origin;
• replace or transfer money, goods or other assets having criminal origin, or perform any other operations that might lead to concealing their criminal origin;
• use money, goods or other assets for economic or financial activities if there is knowledge of their criminal origin.
14. CONFLICT OF INTEREST
With a view to safeguarding the interests of the Group Companies, the Covered Parties must avoid (and, in any case, must report) any situations and/or activities that might lead to a conflict of interest or interfere with their ability to make impartial decisions.
More generally, in their relations with third parties, the Covered Parties must act ethically and transparently and they are strictly forbidden from engaging in any improper favoritism, collusive practices and solicitation of personal advantages for themselves or anyone else.
15. OBSERVANCE OF CODE AND CODE REVIEW; MANAGING REPORTS OF ALLEGED VIOLATIONS
All Group Companies, Corporate bodies, and Covered Parties must strictly adhere to this Code, to all applicable legislation and regulations, and to all regulations and procedures that Adventia may adopt from time to time to implement this code.
Adventia is committed to implementing and enforcing specific procedures, regulations and instructions to ensure that all Group companies and Covered Parties adhere to the values and requirements set forth in this Code.
Violations of this Code, any of the implementing policies and procedures or other Group policies, or of any applicable law or regulation will be grounds for serious disciplinary action, including possible termination of employment and/or termination of business relations.
As part of its commitment to ethical and legal behavior, Adventia requires Covered Parties to report any actual or alleged violations of law, of this Code or of ethical standards, so that they can be investigated and dealt with appropriately. This obligation extends to any instance where there is reasonable suspicion, without certitude, that a violation is taking place.
Failure to comply with the duty to report any wrongdoing is itself a violation of this Code and could result in serious disciplinary action, including possible termination of employment and/or termination of business relations. Adventia will investigate all reports made and will not tolerate any kind of retaliation for reports or complaints made in good faith.
All persons subject to this Code have a duty not only to report violations, but also to cooperate fully in the investigation of any alleged violation. Failure to cooperate or deliberately giving false or misleading information during investigations is punishable with sanctions that could even include dismissal in the case of an employee or termination of business relations for customers, suppliers or other third parties.
The Code of Ethics lives and evolves with the development of the business in the competitive world in which we operate.
The review of the Code must be approved by the Board of Directors of Adventia.
All Covered Parties must promote the values of the Code of Ethics. Consequently, anyone who becomes aware of a possible violation of the principles outlined in the Code of Ethics is bound to report it, as envisaged under Adventia Policy.
Regardless of the way the episode is reported, Adventia will protect the anonymity of the reporter and make sure that he/she will not be subjected to any form of retaliation.
Policy Approved by: Adventia Green Power Limited. Board of Directors Last update: 07 December 2022