Code of Ethics

1. INTRODUCTION
This document, called the Code of Ethics (hereinafter also referred to as “Code”), contains the ethical principles and general rules that, alongside legal and regulatory provisions, characterize the activities and organizational structure of Fri Communication Group S.r.l.
These principles and rules must be respected by directors, employees, collaborators, and all those who act in the name and on behalf of the Company, as well as by all those who operate and/or maintain relationships with it.

2. SCOPE OF APPLICATION AND RECIPIENTS
The provisions of this Code of Ethics are binding for the administrative body and auditors (if appointed), for all persons engaged in subordinate work relations with the Company, and for all those who operate, in any capacity and even temporarily, with it. These subjects are identified as the “Recipients” of the Code of Ethics.

3. GENERAL PRINCIPLES
Compliance with legal regulations

The Company, its employees, and all internal and external collaborators must comply with all laws and regulations in force in each country or context where they operate. No objective of the Company can be pursued or achieved in violation of the law.

Any violation of legal norms that could result in a risk of involving the Company must be immediately stopped and reported to the competent company and supervisory body.

Honesty and fairness
All individuals operating within the Company and, in general, all its collaborators are required to diligently comply with the laws in force and this Code of Ethics, and to base their behavior on the principles of fairness, transparency, and professionalism. In no case can the pursuit of the interest and/or advantage of the Company justify dishonest or incorrect conduct.

Impartiality
In internal relations and with all stakeholders interacting with its activities, the Company operates in full respect of each individual’s personal characteristics, encouraging and rewarding integrity and a sense of responsibility, respecting diversity, and repudiating any possible discrimination of any kind.

Potential conflict of interest
Any situation or activity that may lead to conflicts of interest or extraneous influences on the Company’s interest must be avoided.

The existence of any potential conflict of interest must be communicated to the hierarchical superior and managed according to the Company’s procedure. Reporting is also required for doubtful cases.

By way of example, but not exhaustively, conflict of interest situations include:

Exploitation of one’s position to realize interests conflicting with those of the Company;
Use of information acquired during work activities for personal or third-party benefit;
Holding financial interests, stakes, or interests with suppliers, customers, or competitors;
Holding positions or assignments of any kind (Director, Auditor, Reviewer, consultant) with suppliers, customers, or competitors.
In case of doubt or inability to resolve the conflict of interest, the operation must be suspended.

Confidentiality
The Company guarantees its clients and all stakeholders, in general, confidentiality of all information in its possession and prohibits all its collaborators (internal and external) from using such information for purposes not related to their professional activity and/or from improperly disclosing confidential information.

Respect for human resources
Respect for the inviolable rights of individuals is essential. Therefore, the Company promotes and defends these rights in all circumstances and repudiates any discrimination based on gender, ethnicity, language, religious and political beliefs, and social and personal conditions. The Company upholds the principles set out in the Universal Declaration of Human Rights, the UN Convention on the Rights of the Child, the International Labour Organization, and the European Convention for the Protection of Human Rights and Fundamental Freedoms.

The Recipients, in disseminating information and news to the public, must act with respect for human rights and ensure the necessary protection of minors. Fri Communication Srl encourages and promotes equal opportunities between women and men.

Thus, all Recipients will contribute to creating a work environment that favors the achievement of corporate goals through:

Selection and evaluation of personnel based on objective criteria related to the professional profiles and skills of candidates in line with corporate needs and respecting candidates’ equal opportunities;
Hiring personnel in accordance with the contractual types provided by applicable legislation and collective labor agreements;
Promoting a culture of health and safety in the workplace, fully complying with applicable regulations and the highest reference standards and prevention and protection measures;
Structuring a remuneration system based on employees’ roles and the required skills and competencies, with continuous and systematic benchmarking against the external market;
Observing the rights set out in the Universal Declaration of Human Rights, rejecting child labor exploitation, and fully protecting workers’ rights, trade union freedoms, and association rights;
Developing each employee’s skills and competencies;
Adopting merit, competence, or professional criteria;
Respecting each person’s personality, physical and mental integrity, sensitivity, and dignity without prejudice, discrimination, or offensive behavior.
Health and Safety
The Company is committed to promoting and consolidating a culture of safety by developing risk awareness, promoting responsible behavior among all collaborators, and working to preserve the health and safety of workers and other stakeholders, especially through preventive actions.

Fri Communication Group Srl’s goal is to protect its human, asset, and financial resources by constantly seeking the necessary synergies not only within the Company but also with suppliers, customers, and all subjects involved in its activity.

To this end, the Company implements technical and organizational measures, including:

Introducing an integrated risk and safety management system;
Continuous risk analysis and critical process and resource assessment;
Adopting the best technologies;
Controlling and updating work methodologies;
Providing training and communication interventions.
Transparency and Completeness of Information
Recipients of this Code are required to provide complete, transparent, understandable, accurate, and truthful information so that stakeholders can make independent and informed decisions about the interests involved, alternatives, and relevant consequences when establishing relationships with the company.

Competition
Fri Communication Group Srl recognizes that fair, free, and fair competition is a decisive factor for growth and continuous improvement of the enterprise.

4. CONDUCT CRITERIA
GENERAL RULES
Procedures and delegations
The Company’s system of delegations and powers of attorney must be characterized by “security” elements to prevent crimes (i.e., traceability of sensitive operations) while ensuring efficient corporate activity management. Only those with the relevant power of attorney can commit the Company externally. Each internal delegation defines the delegate’s powers specifically and unequivocally, specifying the limits and the subject (body or individual) to whom the delegate reports hierarchically.
Gifts and Donations
No form of gift that may even be interpreted as exceeding normal commercial or courtesy practices, or aimed at obtaining favorable treatment in any activity related to the Company, is allowed. In particular, any form of gift to Italian and foreign public and private officials that may induce them to ensure any advantage to the Company is prohibited.

In any case, the Company refrains from practices not allowed by law, commercial customs, or known codes of ethics of companies or entities with which it has relationships.

Offered gifts – unless they are of such nature and value as not to compromise the Company’s image and cannot be interpreted as aimed at obtaining favorable treatment – must be adequately documented to allow for possible checks and authorized by the responsible persons.

Recipients must not accept or seek to obtain gifts and benefits of any kind from commercial partners and consultants unless in line with social customs and company practice and of modest value, provided they do not compromise the integrity and reputation of either party and do not influence the Recipient’s independence of judgment.

If Recipients receive gifts or benefits not permitted by these provisions, they must notify the Company following established procedures, which will assess their appropriateness.

Use of Fri Communication Group Srl’s Company Resources
Each Recipient is responsible for the protection and preservation of the company resources entrusted to them for their tasks and their appropriate and compliant use with company purposes and procedures regulating their use.

Specifically, each Recipient must:

Operate diligently in using the company resources entrusted to them;
Avoid improper use of company resources that could cause illegal acts, damage, or reduced efficiency, or be contrary to the company’s interest;
Obtain necessary authorizations for using resources outside the company scope;
Strictly follow company procedures regulating their use and applicable reference regulations, particularly those related to software or intellectual property protection;
Ensure the highest levels of security, decorum, and respect for others’ sensitivity in using resources.
Environmental Protection
Fri Communication Group Srl considers the environment a primary asset. Accordingly, also considering future generations’ rights, the Company is committed to spreading and consolidating an environmental culture by planning its activities to maintain the right balance between economic initiative freedom and essential environmental needs.

Furthermore, to raise awareness among all Recipients about environmental and public safety issues, it provides appropriate and continuous training and information interventions.

Finally, in respecting the environment and public safety, it works to adopt all necessary measures for continuous process improvement and minimizing potential environmental risks.

The Company operates in this sense also by significantly raising awareness and constantly involving all subjects affected by its activities: suppliers, partners, consultants, and customers.

RULES OF CONDUCT IN ADMINISTRATIVE AND ACCOUNTING INFORMATION
Fri Communication Group Srl strives to maintain a reliable administrative and accounting system to prepare and publish accurate and complete economic and financial data for a clear, truthful, and correct representation of management facts.

Accounting information must be based on principles of transparency, i.e., truth and completeness of basic information and subsequent records.

Moreover, the Company strives to establish and use suitable tools to identify, prevent, and manage risks of any kind, fraud, and misconduct.

Recipients must cooperate so that management facts are represented fully and faithfully in accounting.

Adequate supporting documentation is kept on file for each operation to allow:

Easy verification and accounting reconstruction;
Accurate reconstruction of the operation;
Identification of different levels of responsibility.
Each operation must reflect what is shown in the supporting documentation.

Accounting records and economic and financial information cannot be transmitted or disclosed to third parties without authorization from the competent company function.

RULES OF CONDUCT IN COMMERCIAL RELATIONS
Fri Communication Group Srl is inspired, in all commercial relationships, by principles of loyalty, fairness, transparency, and openness to the market. Employees and external collaborators whose activities, even de facto, are in any way attributable to the Company must follow ethical and legal conduct in matters of interest to the Company.

The Company requires all its commercial counterparts (customers, suppliers of goods and services, etc.) to respect the ethical principles mentioned in this Code of Ethics.

All supply contracts refer to the rules contained in the Code of Ethics, which the Supplier must explicitly and formally accept, under penalty of the agreement’s nullity.

Suppliers must behave in compliance with the law and the rules of this Code. The Supplier’s failure to comply with the Code of Ethics and the law results in the immediate unilateral termination of the contractual relationship.

The Company does not engage in commercial relationships with subjects (natural or legal persons) known or reasonably suspected to be part of or supporting criminal organizations of any kind.

Selection of Contractual Counterparts

In choosing contractual counterparts, Recipients, based on their role and responsibility, must apply objective and documentable criteria, seeking the highest competitive advantage for the Company, based on the quality and price of the good or service, as well as the guarantee or assistance, without any discrimination among potential alternatives and competing offers.

Recipients are prohibited from providing cooperation or support, even indirectly, to dishonest or potentially illegal conduct by commercial partners and consultants.

Recipients, based on their role and responsibility, must ensure that commercial partners and consultants operate in compliance with applicable regulations and, more generally, with the principles of protection of the person, health and safety in the workplace, and the environment. Recipients also cooperate with the company functions responsible for verifying the commitment of self-employed workers, suppliers, and partners to comply with applicable regulations and this Code of Ethics.

In commercial transactions, particular caution in receiving and disbursing sums of money, goods, or other utilities is required and imposed, even following specific protocols.

RULES OF CONDUCT IN RELATIONS WITH PUBLIC INSTITUTIONS AND PUBLIC OFFICIALS
The Company, its Corporate Bodies, Directors, all employees, consultants, collaborators, agents, attorneys, and generally third parties acting on behalf of Fri Communication Group Srl in relations with the Public Administration, inspire and adapt their conduct to the principles of legality, fairness, and transparency. Subjects with representation functions in dealings with the Public Administration, foreign officials, or members of international organizations must also evaluate the need to resort to the protections provided against unlawful behaviors of the Public Administration in case of issues arising in administrative proceedings, thus contributing to the protection of impartiality and proper operation to which the Public Administration is bound. Contacts with the Italian, community, or foreign Public Administration are limited to those formally authorized by the Company through appropriate letters of appointment, mandates, and/or powers of attorney, general or special, to negotiate or have contacts with such administrations, public officials, entities, organizations, and/or institutions. These appointment acts must indicate the content and limits of the granted powers.

Fri Communication Group Srl condemns any behavior, by anyone acting on its behalf, consisting of giving, offering, or promising, directly or indirectly, money or other utilities to Public Officials and/or Public Service Officials, whether Italian or foreign, even if this could result in an interest or advantage for the Company.

Gifts and acts of courtesy are allowed (as specified in this Code of Ethics concerning general conduct criteria) only if of modest value and, in any case, such as not to compromise the integrity and reputation of the parties and cannot be interpreted as aimed at improperly obtaining advantages for oneself or others.

Employees or external collaborators who receive benefit proposals from public officials must immediately report them to their superior or the company’s supervisory body (if employees), or to their company contact person (if third parties).

RULES OF CONDUCT IN RELATIONS WITH POLITICAL AND TRADE UNION ORGANIZATIONS
Fri Communication Group Srl bases its interaction with Trade Union Organizations on a responsible and constructive approach, fostering a climate of mutual trust and dialogue, continuously seeking profitable industrial relations.

Contributions, if any, to these entities must comply with current laws and be accurately recorded in the accounting records.

5. IMPLEMENTATION OF THE CODE OF ETHICS
Communication
This Code is made known to all corporate bodies, company employees, consultants, collaborators, agents, attorneys, and any other third party connected to the Company by qualified relationships and anyone acting on behalf of the Company in dealings with the Italian or foreign Public Administration. All mentioned subjects are required to learn its contents and comply with its precepts.
Supervision and Information Obligations
All company employees and collaborators must promptly and confidentially report to their superiors or company contacts (if third parties) – and, if necessary, to the company’s supervisory body – any information learned in the performance of assigned functions regarding violations of legal or company rules and those set forth in this Code of Ethics that may, in any way, involve the Company.

Employees can report to their superiors, in writing and not anonymously, any information about violations of the mentioned rules.

Operational managers of entities’ functions must supervise their collaborators’ conduct to prevent and stop any violation of rules, referring to the governing body and the company’s supervisory body.

Operational function managers must know the illicit acts that may be committed in their activity areas and cooperate in establishing or updating rules suitable for preventing their commission.

Violations
Violation of the provisions of this Code of Ethics entails the application of sanctions against the responsible Recipients – where necessary to protect corporate interests and in line with the current regulatory framework.

Effective Date
The provisions of this Code of Ethics take effect from the date of its publication.