1. SEA-LAND SRL

This Code of Conduct contains the main criteria that Sea-Land Srl has established to communicate and enforce throughout its whole Organization an ethical behavior respectful of the principles and rules defined by its Board of Directors.

The present Code sets forth and formalizes ethical principles and rules of conduct also aimed at the prevention of criminal offences described in the Italian Legislative Decree n° 231/2001 governing the administrative liability of “legal entities, Companies and Associations, including those without legal identity” for criminal offences perpetrated by their representatives. Beyond compliance with all necessary formal requirements, this Code of Conduct also aims at recommending, promoting, or inhibiting specific behaviors, in order to ensure the Company’s exemption from administrative liability. This Code of Conduct is an essential part of the Organizational, Management and Governance Model (“the Model”) adopted by this Organization.

2. GENERAL PRINCIPLES

The main objective of Sea-Land srl is to create Added Value to all Stakeholders – Clients, Employees, Agents, Banks, Suppliers, Public Administrations, Vigilance Authorities, its local Community and Society in general – also through its ethics and professional integrity.

Sea-Land srl conforms its behaviour to principles of legality, and integrity. All actions carried out by those operating in name and behalf of Sea-Land srl must be in accordance to Company procedures and all applicable Laws, rules and regulations.

The present Code applies to Members of the Board, Employees, Clients and Suppliers, Agents, Consultants and all other Sea-Land srl stakeholders (from now on, “Recipients”). It has been elaborated in order to ensure that Sea-Land Srl’s ethical values are well-defined, and that they constitute the base of Corporate culture and the standard of behavior of all Collaborators in carrying out their business and activities.

Sea-Land srl promotes the circulation of the Code of Conduct among all Recipients making available to all a copy of the present Code and, when necessary, adequate educational and informative support.

Recipients are held to respect of the principles set forth by the Code, conforming to such principles all their daily business behavior, preserving the respectability and image of Sea-Land srl.

In their relationships with third parties, stakeholders commit themselves to acting in a correct and transparent manner, avoiding inaccurate or misleading information and behavior so as to obtain directly or indirectly undue advantage from others’ positions of weakness or lack of knowledge, thus influencing others’ ability to make independent decisions.

The Company is respectful of fair competition and does not knowingly infringe third parties’ Industrial and Intellectual Property rights.

It is expressly forbidden to induce others not to make statements or to make false statements to the Judicial Authorities, particularly when the latter are legitimately allowed by Law to refuse to answer specific questions.

3. ETHICAL GUIDELINES FOR STAKEHOLDER RELATIONSHIPS

3.1 HUMAN RESOURCES

Sea-Land srl attribuites the utmost importance to those working within the Group of Companies, and considers its Human Resources an asset that can generate and develop a Corporate culture with values such as:

-          contribute to business success;

-          openness to change;

-          creativity/innovation

Consequently, Sea-Land srl places maximum attention to:

• Search and identification of Human Resources who, alongside having the technical skills necessary to the position held, possess adequate managerial skills;
• Respect of each and every Human Resource’s dignity;
• Preventing discriminations and physical or verbal abuse of any kind;
• Defining roles and responsibilities, and supplying the involved Resource with information necessary to make the pertinent decisions in the interest of Sea-Land srl;
• Proper and confidential use of personal data;
• Correct and proper relationships between Management and Subordinates and between colleagues, based on principles of civilized coexistence and a cooperative attitude;
• Avoiding situations and decisions that may generate conflicts of interest, whether real or apparent. Situations that may create or determine a conflict of interest must be promptly reported to the responsible Supervisor or Manager, or directly to the Board of Directors.

3.2  CLIENTS

Sea-Land srl sets as an objective to satisfy its Clients by supplying them with quality products, in full compliance with Laws, rules, and regulations applicable in the markets in which it operates.

Sea-Land srl is committed with its Clients to respect and propagate the principles of courtesy, care, integrity, respect for Rule of Law (also regarding Laws against money laundering, on correct use and protection of personal data, transparency, and against usury), in respect of Laws and regulations and of this Code of Conduct.

Sea-Land srl also takes care to avoid business relations with Clients and potential Clients known or suspected for involvement in illicit activities, and in the evaluation of its Clients it takes into consideration their ability to honor their debts.

In their relationship with Clients, Recipients must neither offer nor accept presents or other types of benefit and/or advantage which may be interpreted as a means to obtain favorable treatment for any activity that may in any way be connected to Sea-Land srl, and that are not justifiable as relations of normal business courtesy.

3.3  AGENTS

Agents and Distributors are the principal actors involved in the distribution of products. Sea-Land srl selects its Agents and Distributors on the basis of criteria of professionality, integrity, transparency and impartiality; it takes part in their training and that of their Sales force, periodically organizing opportunities of meeting to ensure the best flow of information to its Distribution Network.

Throughout their actions, Agents and Distributors are required to:

• uphold and protect the respectability and image of Sea-Land srl;
• preserve the integrity of Sea-Land srl’s assets;
• satisfy Clients guaranteeing the required qualitative standards;
• always apply correct and responsible Sales principles.

Sea-Land srl also advises its Agents and Distributors to conform their own relations with their stakholders to the principles of this Code.

3.4  SUPPLIERS

In its Procurement policies, Sea-Land srl aims at obtaining the most favorable conditions in terms of price/quality ratio for products, materials and services purchased. Such an objective, however, must be reconciled with the precondition that its Suppliers operate according to applicable legislation, including that in terms of correct environmental practices and of safety and health on the workplace.

Sea-Land srl periodically assesses its Suppliers to rationalize and optimize its procurement and does not exclude any potential Supplier with necessary requisites from competing to offer its products and services.

The reasons for decisions regarding all Procurement, including Consulting contracts, must be adequately and reasonably formalized and documented. Procurement Officers must not accept any present, benefit, or undue advantage that may create embarrassment, influence their decisions, or even just instill doubt that their behavior is not transparent and impartial; gratuities worth less than 100 eurs are allowed within the limitations of local Laws and customs.

3.5  PUBLIC ADMINISTRATIONS

Fully respectful of respective roles and functions, and with spirit of full collaboration, Sea-Land srl holds or may hold relations with State Administrations, Vigilance Authorities, Public and Local Administrations and organizations, Public-Law entities and organizations, Public Works or Services concessionnaires, or private entities subject to Public Legislation. Relationships with Vigilance Authorities must especially be characterized by maximum truthfulness, accuracy, transparency and professional integrity, by recognition of respective roles and organizational structures and must be intended to create a positive relationship and respect of all applicable Laws and regulations.

Sea-Land srl:

• stigmatizes any behavior consisting in directly or indirectly promising or offering money, presents, or other benefits to any Italian or foreign Public Servants and/or Officials to obtain an advantage to its Companies;
• forbids the promise or the offer of any object, benefit or performance of any service of value to obtain a more favorable treatment on issues in any way related to the Public Administration;
• forbids the promise or the offer of any object, benefit or performance of any service of value to influence Public Servants/Officials, be they Italian or foreign, to exert their influence on other members of Public Administration, Italian or foreign;
• rules that contributions and grants for political and social welfare shall remain within limits allowed by Law and must be authorized in advance by the Board of Directors or by the delegated Managers;
• conversely forbids compliance to whatever request by a Public Servant and/or Official for illicit payment or receipt on their or on others’ behalf of money or other benefits in exchange for services required;
• forbids the inappropriate allocation of grants, aid, loans, or funds obtained from the State, other public entities, or the European Union, regardless of their modest value or amount;
• condemn whatever action aiming at obtaining from the State, the European Union, or other public entity, whatever grant, aid, subsidized loan, or other similar disbursements through altered or counterfeit documents, or through omitted information or, more in general, through other deception or fraud, including through IT and telecommunications systems, aiming at inducing the providing authority into error.

To this end, Sea-Land srl carries out measures addressed at preventing behavior that may be configured as corruption of a Public Official and/or Public Servant, or corruption between private persons, on part of those acting in its name and behalf.

It is also forbidden to illicitly exercise pressure to condition persons acting as witnesses in civil, penal, administrative, and tributary proceedings.

3.6  POLITICAL AND LABOR ORGANIZATIONS AND ASSOCIATIONS

Sea-Land srl does not contribute to political organizations or labor unions, or to their representatives or candidates in any form, direct or indirect, with the exception of those owed according to specific legislation.

Sea-Land srl forbids the payment of sums, contribution in kind, or other benefits as personal initiative to promote or favor the interests of one or more Companies connected to it.

Furthermore, Sea-Land srl forbids to avoid the above provisions by resorting to other forms of aid or contributions disguised as sponsorships, appointments or tenures, consultancies, advertising, or other similar activities having the same forbidden objectives.

3.7  VIGILANCE AUTHORITY, AUDITORS, SUPERVISORY BODIES

Sea-Land srl is committed to respect of all rules prescribed by Vigilance Authorities for the respect of current regulations and laws applicable to the fields of its activity, and to render the utmost cooperation with said Authorities and Supervisory bodies, and to quickly enact their prescriptions. Sea-Land srl must also:

• rigorously observe current applicable Laws, rules, and regulations;
• supply them with clear, complete, accurate, truthful, and transparent information;
• relate itself to Authorities only through those persons expressly delegated to do so who are not in conflict of interest;
• adopt an efficient and collaborative attitude towards said Authorities and Supervisory bodies, satisfying all their requests pertinent to their control activities and investigative procedures.

3.8  COMPETITION

In its relationships with Clients and Suppliers, Sea-Land srl commits itself to respect of National and EU Laws protecting competition and to face market competition exclusively on the basis of the quality of its products.

Sea-Land srl wants to avoid that whatever agreement or action taken on its name and behalf may constitute an illicit limitation of fair competition.

Sea-Land srl pays utmost attention to the quality and safety of its production process and of its products also through periodic audits of the quality and safety of marketed products.

Conscious of the importance of correct communication, the Company informs promotional activities of its brands and products to the principle of transparency regarding their characteristics.

4.  MORAL CODE

4.1  EQUALITY, INDIVIDUAL RIGHTS, IMPARTIALITY, NEUTRALITY, MORALITY

4.1.1     Standards for selection and inclusion of Human Resources

Sea-Land srl defines specific criteria for the selection of its personnel exclusively on the basis of personal skills and professional experience, and selects, hires, trains, compensates, and manages its employees in a discrimination-free manner, in order to create a workplace without any discrimination based on personal traits.

4.1.2     Protection of Employees’ Physical and Moral Well-being

Sea-Land srl considers its Corporate responsibility not only to guarantee healthy and safe working conditions, but also to preserve employees’ physical and psychological well-being, the respect of the employee’s personality, avoiding that the latter be subjected to illicit pressures or wrongful hardships. To this end, conduct outside of the workplace which is particularly offensive to the mores of civil society and which makes interpersonal relations within the workplace objectively difficult will be considered relevant.

Sea-Land srl forbids harassment in internal or external workplace relations, and defines harassment as, but not limited to:

• the creation of an intimidating or hostile working environment, or the isolation of single or groups of workers;
• unjustified interference with others’ work and tasks;
  • obstructing other’s individual job prospects and opportunities for mere interpersonal competitiveness.

Sea-Land srl does not tolerate sexual harassment, defined as, but not limited to:

• subordinating decisions relevant to one’s life at the workplace to the concession of sexual favors whatsoever;
• proposals of private interpersonal relationships made regardless of an expressed or otherwise reasonably apparent disapproval or displeasure that may, in a working context, perturb the worker’s peace of mind, with objective repercussions on the worker’s performance of duties.

4.1.3     Protection of the Individual’s Personality

Under Legislation in force, Sea-Land srl condemns any possible behavior aimed at committing crimes against the individual’s personality and commits itself to adopting adequate control measures to prevent such crimes.

Behavior aimed at committing sexual harassment or offenses, as well as any other behavior which may perturb another’s personal sensibility, is forbidden.

The Company condemns any form of exploitation and in particular that of minors, endeavoring, to this end, to carefully evaluate also potential business Partnerships with entities operating in those geographical areas considered at risk.

4.2.1     Corporate Management

Sea-Land srl condemns any encouragement, support, or induction of Recipients to violate, in the performance of its activities and responsibilities, the following Rules of Conduct:

• Maintaining the utmost collaboration, transparency, and honesty in dealing with the Supervisory Board and with Public Authorities;
• Recipients are held to adequate diligence, competence, honesty and accuracy in the predisposition and verification of data and information to be transposed in the compilation of budgets, financial statements, reports or other corporate communications required by law;
• It is forbidden to harm the integrity of Corporate assets in any way or by any means; it is expressly forbidden, outside of the cases or in ways expressly permitted by Law to: distribute unrealized profits or those allocated by Law to reserves; to distribute those reserves not distributable by Law; to make reductions of capital, mergers or spin-offs in violation of provisions in safeguard of creditors’ rights; to fictitiously form or increase Corporate capital; to satisfy the rights of shareholders to the detriment of creditors.

4.2.2     Trasparency in Accounting

Accounting transparency is based on the truthfulness, accuracy, and completeness of basic information for the relative accounting records. Each Employee in charge of registration of administrative data is required to ensure that operating events are represented correctly and promptly in Accounts.

Every operation implies the conservation of adequate supporting documents in order to:

• facilitate accounting data entry;
• identify the corresponding different levels of responsibility;
• accurately represent of the transaction so as to reduce the likelihood of misinterpretation.

4.2.3     Trasparency in Control and Audit Activities

It is the policy of Sea-Land srl to spread at all levels the awareness of the existence of controls and by a culture based on internal control. Internal controls are all those tools useful or necessary to address, manage, and check all Corporate activities with the objective of ensuring compliance with applicable Law and Company procedures, protecting the integrity of Corporate assets, efficiently managing operations and providing precise and complete accounting data. Auditing activity must be carried out according to objective, impartial, and transparent criteria in order to provide correct information regarding the objective findings encountered.

Responsibility for implementation of a system of effective internal controls is shared at all levels of the organization; therefore, all employees of Sea-Land srl, in their respective functions, are responsible for the definition and proper functioning of the control system.

4.3  CONFIDENTIALITY OF CORPORATE DATA

4.3.1.    Confidentiality of Data and Information

The activities of Sea-Land srl constantly require the acquisition, conservation, processing, communication and dissemination of information, documents, and other data regarding negotiations, administrative proceedings, financial operations, know- how (contracts, deeds, reporting, drawings, software).

It is every Employee’s duty to ensure the confidentiality required by the circumstances for all all information gathered in the execution of their job function.

Sea-Land Inc. is committed to protecting information concerning its Employees and third parties generated or gathered in its business dealings and to avoiding any misuse of said information.

Information, know-how and data acquired or processed by Employees during the performance of their duties belong to Sea-Land Ltd. and may not be used, communicated or disclosed without specific permission from the direct Superior or Management.

Without prejudice to the above prohibition to disclose information concerning the Organization and its production methods or its use to damage it, each Employee of Sea-Land Ltd. shall:

• obtain and process only data necessary and appropriate to the purpose of the Functional Unit of the Employee and in direct connection with said Employee’s functions;
• obtain and process such data only within specified procedures;
• store said data in a way that prevents others’ unauthorized access to it;
• ensure that there no absolute or relative constraints to the disclosure of information concerning third parties connected to Sea-Land srl in any way and, when appropriate, obtain their consent.

Failure to comply with such provisions is sanctioned according to current Legislation. 

4.4  DILIGENCE AND HONESTY IN RELATIONS BETWEEN THE COMPANY AND EMPLOYEES

4.4.1 Conflict of Interest

All Employees, Collaborators, and Administrators must ensure that all business decisions are taken in the interest of Sea-Land srl: they must therefore avoid any conflict of interest between any business, be it personal or of family members, and duties performed in Sea-Land srl which might influence the exercise of their duties.

Any case that should present itself must be formally communicated to the Supervisory Board of the Company by the CEO or by a person delegated by the CEO. Exemplifications of conflicts of interest may be:

-       Business and economic interests (stock ownership, professional appointments, etc.) either directly or through family members with Clients, Suppliers, or competitors;

-       Acceptance of money, gifts or favors of any kind from people, Companies or entities that wish to obtain business access to Sea-Land srl;

-       Employment, even of family members, by Clients, Suppliers, or Competitors.

4.4.2. Use of Company Assets

Each Employee is responsible for preserving Corporate assets entrusted to him/her and has a duty to promptly report to the appropriate Department of Sea-Land srl of any damages. Specifically, the Employee must:

-       Diligently operate to preserve Corporate assets through responsible behavior;

-       Avoid improper use of Company assets that may cause their damage or reduce their efficiency;

-       Obtain necessary authorizations in the event of use of the asset outside of Company facilities and activity.

Indispensability of computer technology implies the necessity to ensure the availability, security, integrity, and maximum efficiency of this particular category of assets. Specifically, Employees are responsible for:

-   not sending threatening or insulting, or vulgar e-mail messages, or which contain comments that could offend the counterpart or damage the image of Sea-Land srl;

-  avoiding spam that can generate such a traffic of data/activity as to compromise or significantly reduce the efficiency of the Company’s computer network and cause negative impacts on productivity;

-  not navigating websites with indecent and offensive material;

-  avoiding the upload of borrowed, unauthorized, or unlicensed personal or third-party software on Corporate systems.

Every time a expense account is submitted, it will be examined and only actual costs falling within Company procedure will be accepted and reimbursed. In any circumstance, every Employee must separate personal from professional expenses.

In the management of Corporate assets, the Company is committed to the protection of its data and Information systems and those of others, and ensures compliance with current Legislation concerning Copyright protection where applicable (i.e. Software in use). With this in mind, each stakeholder is strictly forbidden to contravene said principles by modifying Corporate assets in their possession or illegally accessing Company computer systems.

Sea-Land srl has adopted a specific “Company cars policy” which all Employee entitled to Company cars are held to respect.

4.4.3     Association To Commit Crimes, Money Laundering and Counterfeiting of Banknotes and Coins

Sea-Land srl condemns any behavior which might even indirectly abet criminal activity and association, including illegal drug and psychotropic substance traffic.

All Sea-Land srl Employees must never be involved in operations that may imply laundering of proceeds from illicit or criminal activities in any form or manner. Sea-Land srl applies appropriate anti-money laundering regulations in all Jurisdictions it operates. All employees of Sea-Land Ltd. must never, in any way and under any circumstances:

• receive or accept (even promise to receive and accept) cash payments;
• run the risk, because of lack of having obtained pertinent information, to be involved in events related to the laundering of money derived from illegal or criminal activities;
• falsify and/or put into circulation (by purchasing and/or selling) banknotes, coins, credit cards, revenue stamps and watermarked paper.

Recipients who receive counterfeit or stolen bills or coins must inform their Supervisor and the Vigilance Committee, so as to allow them to file the appropriate charges.

4.4.4     Terrorist Activities and Subversion of the Democratic Order

Sea-Land srl condemns in any way the use of its resources for the financing and the exercise of any activities aimed at achieving the objectives of terrorism or subversion of democracy.

4.5    ENVIRONMENTAL PROTECTION AND ATTENTION TO THE HEALTH OF EMPLOYEES

Within its business activity, Sea-Land srl is committed to contribute to the development and well-being of the communities it operates in with the objective of ensuring the security and health of its Employees, Contractors, Clients, and the communities affected by its activities, and at the same time of reducing the environmental impact of said activities.

The industrial activities of Sea-Land srl must be carried out in full compliance with current regulations on accident prevention and environtmental protection. Management must pursue the most advanced standards of environmental protection and energy efficiency, aiming at the improvement of health and safety at the workplace.

Research and technological innovation must aim in particular at promoting products and processes that are more environmentally friendly and characterized by increasing attention to safety and health.

Employees of Sea-Land Ltd., as part of their duties, participate in the process of risk prevention, environmental protection and the protection of health and safety with respect to themselves, their colleagues and third parties.

In reference to Art. 51 of Law n°3 of 16 January, 2003, in force as of January 10, 2005, Sea-Land Ltd. Employees are expressly forbidden to smoke in any business premises. Smoking is allowed only outdoors and in specifically identified areas deemed suitable according to the requirements of said Law.

Sea-Land Ltd. requires that each Employee contributes personally to maintaining a work environment respectful of others’ sensibilities and security. To this end, it prohibits:

• working under the effects of abuse of alcohol, drugs or substances with similar effect;
• consumption or transfer under any terms of narcotics during the performance of professional duties.

4.6  EMPLOYEES’ SAFETY AND HEALTH

Sea-Land srl considers the safeguard of the adequacy of work conditions, environment, machinery and equipment, and of the physical and psychological well-being of Employees, of the safety of all present and future Company activities, and of full observance of current regulation on prevention and protection on the workplace, as essential aspects of its activity.

Specifically, the Company commits itself to:

• Considering observance of applicable Legislation on safety, hygiene, and health of Employees a priority;
• Minimizing risk to Workers, choosing when possible, the most adequate and less dangerous materials, machinery, and procedures so as to reduce such risks from the start;
• Evaluating inevitable risks correctly and mitigating them through appropriate collective and individual safety measures;
• Keeping Employees and other Recipients pervasively trained and correctly informed, updated, on safety measures, general and specific to roles carried out.
• Guaranteeing Employee and Workers involved on decisions regarding safety and health in the workplace;
• Defining and assigning safety roles and communicating them profusely in the Organization;
• Promptly and effectively facing potential requirements or non-conformities regarding safety that should arise during work activities or during audits or inspections;
• Organizing work activities and their operations in order to safeguard the health of Workers, third parties, and the Community in which Sea-Land srl operates.

To support the above principles and rules, Sea-Land srl allocates organizational, instrumental, and economic assets in order to guarantee the full observance of Legislation regulating safety and health in the workplace and the constant improvement of preventive measures.

Employees and other Collaborators of Sea-Land srl, each according to his/her own responsibilities, are held to ensure the full application of Laws, of the principles of the present Code, of Company procedure, and of all other internal regulations aiming at guaranteeing safety, health, and hygiene on the workplace.

4.7  INFORMATION SYSTEMS AND THEIR USE

Company IT resources are a fundamental instrument for the correct and competitive exercise of entrepreneurial activity, as they ensure the speed, scope and correctness  of the flows of information necessary to an efficient management and control of Company activity. All information contained on Company IT and telecommunications systems, including e-mails, are property of Sea-Land srl and must be used exclusively for Company activities, according to procedures and within limits prescribed by Company regulations.

Sea-Land srl pursues a correct and legal utilization of its IT resources, and its use is subject to monitoring and controls by the Company, in order to prevent any behavior contrary to Law or to regulations.

All of Sea-Land srl’s Collaborators are held to carry out, cause, or cooperate in activities which can abet a crime through use of the Company’s IT system.

Collaborators are therefore expressly forbidden, during their activities in name and behalf of Sea-Land, or within its premises, to:

-       Illicitly penetrate a protected IT system, including through avoidance of access barriers (e.g. hacking);

-       Illegally obtain, reproduce, diffuse, communicate, or deliver codes, passwords, or other means of access to protected computer systems; or in any case supply information or instructions to this end;

-       Damage an IT system, information, data, or software therein, or to favor the interruption total or in part, or modification in its operation;

-       Intercepting communication relative to an IT system or between systems, preventing or interrupting it, or installing devices to intercept, prevent, or interrupt such communications relative to such system(s);

-       Destroy, damage, delete, or modify others’ information, data or software;

-       Destroy, damage, delete, or modify others’ information, data or software used by the State or other Public Authorities and Utilities;

-       Introducing or transmitting data, information, or software in order to destroy, damage, or make others’ IT systems unusable, or impede their use;

-       Altering or falsifying documents having legal value or value as proof elaborated on the computer;

The Company, in general, during its activity adopts adequate security measures aimed at protecting its data and IT systems from unauthorized external penetration and from damages of any sort. The Company furthermore adopts adequate measures to avoid abuse on third parties’ IT systems to which its Collaborators have access during their duties.

5.            RULES OF APPLICATION

5.1  CIRCULATION AND APPLICATION OF THE CODE OF CONDUCT

5.1.1     Effectiveness of the Code

Compliance to the rules of the Code is to be considered integral part of contractual obligations of Employees and Recipients, in accordance to and in effect of Articles 2104 and 2105 of the Civil Code and of the National Contract in force. Therefore, their violation could constitute infraction of primary labor obligations or warrant disciplinary action, with all legal consequences, up to the point of interruption of the work relationship, and can involve actions to obtain compensations for damages caused by said violation.

Violation of the principles enunciated in the Code could imply the application of sanctionatory measures contained in the Company disciplinary system adopted in accordance to the Legislative Decree n° 231/2001 as integral part of the Organizational, Management and Governance Model adopted by the Company, which is freely accessible on the official Website of Sea-Land srl and in the Intranet area available to Employees.

5.1.2     Role of Management

All Department Managers and Management in general have primary responsibility in the application of the Ethical Code. To this end they are held to:

-       Maintain a conduct adequate to the Code and in a way to constitute an example for their Collaborators;

-       Involve Collaborators in order to make them perceive the observance of the Code as an essential part of the quality of the performance of their duties;

-       Accurately select, within their area of responsibility, those internal and external Collaborators who are more reliable in the application of the Code;

-       Adopt appropriate corrective measures for potential conduct not in accordance  with the present Code;

-       Point out to Superiors or to the Vigilance Body created in accordance to the Organizational, Management and Governance Model provided for in the Legislative Decree n° 231/2001 any conduct not respectful of the principles contained in the present Code.

5.1.3     Role of the Vigilance Body

The Company has entrusted surveillance on the application and respect of the Code of Conduct to a Vigilance Body named in accordance with the Legislative Decree n° 231/2001, which also promotes its circulation and understanding by the Recipients, promoting it through adequate communication activities and emphasizing its binding force.

Specifically, the Code shall be:

• Adopted by its Subsidiaries and associated Companies;
• Communicated - via e-mail, fax, mail, and/or by hand – to all Recipients, to Members of the Board and of Auditors of the Company, who will sign to prove receipt;
• Made available in paper form at the HR Office and, in case of a new hire, a new copy will be made available to the new Employee, who will sign for receipt and acceptance;

Furthermore, the Vigilance Body shall and/or will be held to:

• Organize meetings to communicate potential relevant changes to the principles and ethical values of the present Code;
• Ensure, in Contracts stipulated by the Company, the presence of a clause to (i) inform third parties of this Code, (ii) bind them to the values and regulations herein contained, (iii) call for the resolution of said  contracts for non-fulfillment of the rules of this Code of particular gravity, reserving the right to request further compensation for damages;
• Ensure that all updates and modifications of this Code are promptly communicated to all Recipients;
• Create awareness and incentivate knowledge of the principles and ethical norms of this Code, also predisposing and proposing to the Board of Directors a plan to educate on such principles and norms all Personnel, also proportionate to the role and responsibility of such Recipients; for the recently-hired and stagiaires an appropriate educational program must be predisposed on the contents of this Code that must be observed.

Any update, modification, or integration to the Code of Conduct must be approved by the Board of Directors of the Company.

5.2  VIOLATIONS TO THE CODE

5.2.1     Role of Corporate Bodies

-       In the case of violations emerging from reports by Stakeholders or following vigilance activity, after verifying the truthfulness of the report, the Vigilance Body informs Sea-Land srl’s Board of Directors of the existing violations to the Code and of measures suggested, corrective or disciplinary;

-       The Board of Directors evaluates the proposals by the Vigilance Body and decides on suggested sanctions;

-       The competent Company bodies, instructed by the Board of Directors, take the necessary measures according to times and procedures according to instructions received and inform the Vigilance Body of their outcome.

5.2.2     Role of Stakeholders

Whomever learns of violations to the principles and rules of the present Code shall promptly inform the Vigilance Body. Any form of retaliation against whomever has informed Vigilance in good faith of possible violations of the Code is itself a violation of the Code of Conduct.

All of Sea-Land srl Stakeholders can inform the Vigilance Body of any violation or suspected violation of the present Code in written and not-anonymous form. Vigilance will investigate all notifications of violations.

The Vigilance Body shall act in a way as to guarantee informers against any sort of retaliation, intended as any act that can even just be suspected of being discrimination or penalty (for example for Suppliers – interruption of business relations; for Employees

– career consequences).

The identity of the whistleblower is ensured, except for Legal obligations. Information may be given to the Vigilance Body in the following ways:

-     Fax: +39 049 5212772

-      Letter to the address: Sea-Land srl, Via E. Mattei 25, 35038 Torreglia (PD) – Attn.

Vigilance Body

-      e-mail: info@sea-land.it – Attn. Vigilance Body

6. PENALTIES

Violation of the principles and rules enunciated in the Code may involve application of sanctionatory measures and penalties proportional to the gravity of the violations themselves and of the role of the violator(s) ranging from written recall to justified termination of the collaboration which are contained in the Corporate disciplinary system, adopted in accordance to Legislative Decree n° 231/2001 as part of the Company’s Organizational, Management and Governance Model. The Code and  Model are freely accessible on Sea-Land srl’s official Website.

Furthermore, in presence of certain serious violations, violating Employees may be cited for damages to the Company.

Employees are held to respect duties of diligence, correctness, and integrity in the execution of their contract, as required by applicable regulations in force.