Ethical Code

Article 1 – Purpose

1.1 This Ethical Code (hereinafter "Code") is a public declaration of KeyPartners Switzerland AG (hereinafter also referred to simply as the "Company") outlining the behavioral rules to which all members, both internal and external, must adhere. This Code complements the regulatory framework established by Swiss law regarding corporate governance and compliance. The Company has therefore resolved to adopt its own "Model of organization, management, and control" in accordance with Swiss legal standards, establishing the operational procedures to be followed by anyone cooperating with the Company to prevent certain types of misconduct. This Code is intended as a memorandum of the inalienable rights and obligations through which the Company highlights its ethical and social responsibilities towards various internal and external stakeholders (shareholders, management, employees, suppliers, institutions, customers, etc.), aiming to display the system of values and behavioral rules geared towards achieving corporate goals. Thus, this document represents the point of contact between the Company and the outside world regarding personnel discipline.

1.2 The following professional figures are to be considered recipients of the provisions of this Code: i) Members of the Board of Directors; ii) managers/employees; iii) any other office or individual, public and/or private, with whom the Company will come into contact in the performance of its business activities (for example, collaborations with professionals, external consultants, etc.).

Article 2 – Contractual Validity

2.1 Any entity (individual and/or legal) that is a recipient of the provisions of this Code must comply with the laws and regulations in force both in Switzerland and in the countries where they operate, as well as with the internal company rules. Compliance with the rules of the Code is to be understood as an essential part of the contractual obligations assumed towards the Company. Violation of the rules of this Code may damage the trust relationship established with KeyPartners Switzerland AG and may legitimize the latter to take disciplinary and damage compensation actions, without prejudice to the respect for procedures provided by applicable Swiss labor laws and employment contracts. 

2.2 This Code may be amended and/or supplemented upon resolution by the Board of Directors.

Article 3 - Behavioral Norms 

All individuals who work for KeyPartners Switzerland AG are obligated to comply with the prescriptions indicated in this Code. They must refrain from engaging in or encouraging: i) acts of corruption of any kind; ii) actions aimed at disturbing market freedom and/or committing fraud in commerce; iii) actions intended to defraud the state, public and private central or local entities; iv) false statements or making false declarations to the judicial authorities; v) direct or indirect solicitation of personal and career advantages for themselves or others; vi) performing work activities under the influence of alcohol and/or psychoactive substances; vii) defamatory, threatening, violent behavior, and in any case, conduct not suitable for the state in which they perform their work activity; viii) disseminating and/or communicating in any form confidential information concerning the Company's activities; ix) behavior violating existing copyright laws; x) behavior detrimental to colleagues and other members of the social structure, configuring forms of physical or moral coercion that may in any way impede the exercise of their will.

Article 4 - General Principles 

4.1 In pursuing the social purpose sought by KeyPartners Switzerland AG, the modus operandi of all recipients of the provisions of this Code must be primarily inspired by the ethics of responsibility. In this regard, it is emphasized that KeyPartners Switzerland AG has the inalienable principle of respecting the laws and regulations in force in the national territory and in all the countries where it operates; for this reason, it is explicitly prohibited to pursue or achieve the interest of the Company in violation of the laws.

4.2 The Company operates respecting the principle of fairness, which presupposes and implies the respect of rights, including privacy and equal opportunities, for all those involved in their professional and work activities. This entails a firm condemnation and elimination of any discrimination and any potential conflict of interest between employees and the Company.

4.3 The Company is also anchored to the principle of transparency, which is based on the truthfulness, accuracy, and completeness of information both outside and inside KeyPartners Switzerland AG. In particular, in drafting and formulating contracts with counterparties, KeyPartners Switzerland AG drafts the clauses in a comprehensible, clear, and unambiguous manner, always ensuring the maintenance of the parity condition with customers.

4.4 The Company operates respecting the principle of the spirit of service, which implies that each recipient of the Code is always oriented, in their behaviors, towards sharing the social purpose, aimed at providing customers with a service of high moral and social value and usefulness to the community.

4.5 The Company is also oriented towards respecting the principle of efficiency, which implies that any work activity is carried out based on the economic management of the resources used in providing the services and with the commitment to offer an adequate service in line with customer needs and according to the most advanced standards.

4.6 KeyPartners Switzerland AG is aware of the impact of its activities on the socio-economic development of the reference territory; with this awareness, it commits, in its social activity, to safeguard the environment, reduce energy use, water consumption, and avoid harmful emissions.

4.7 In the context of the principle of free competition, the Company adopts principles of fairness, loyal competition, and transparency towards all competitors.

4.8 To enhance human resources, the Company declares that these are and represent a fundamental factor for the development of KeyPartners Switzerland AG, with a commitment to protect and promote professional growth to increase and enhance their training.

Article 5 - Social Relations 

KeyPartners Switzerland AG, aware of the importance of the role played by each partner, undertakes to provide each of them with truthful, accurate, and timely information on the business progress. The Company also undertakes to increase the value of its activity, in light of the commitment made by the partners with their investments, through the enhancement of management, the pursuit of high service standards, and the solidity of the social assets; in this perspective, KeyPartners Switzerland AG also undertakes to safeguard and preserve corporate resources and assets.

Article 6 – Relations with Employees/Partners/Directors 

6.1 The Company acknowledges that personnel is an indispensable element for the development and success of its organization; for this reason, it notes that the professionalism and commitment of employees are determining and indispensable values for achieving the Company's objectives. For the reasons mentioned above, KeyPartners Switzerland AG undertakes to develop the attitudes and potentials of each employee in performing their tasks/competences so that the capacities and legitimate aspirations of individuals find full realization in achieving the Company's objectives. KeyPartners Switzerland AG also undertakes to offer equal job opportunities to all its employees based on their professional qualifications and performance capabilities, without any discrimination.

6.2 Without prejudice to compliance with the principles and standards established by applicable labor law regulations, the Company's primary interest is to promote the development of each resource's potential and professional growth through: i) respecting the personality and dignity of each individual; ii) avoiding the creation of situations where people might find themselves in a state of discomfort; iii) preventing any form of abuse and/or behavior that may be discriminatory; iv) providing adequate training for the role covered by each employee; v) identifying and specifying roles, responsibilities, delegations, and availability of information, allowing each worker to make decisions within their competence in the interest of the Company; vi) clear, unequivocal, and truthful internal communication regarding company policies and strategies; vii) correct use and confidentiality of personal data; viii) providing suitable and adequate workplaces in terms of safety and health; ix) fair and correct application of career advancements and, where applicable, the provision of company bonuses; x) creating a dynamic work environment that requires the active involvement of each resource in social activities.

6.3 Furthermore, in relationships with colleagues, each resource must behave according to principles of civil coexistence, respect, and full collaboration.

6.4 The Company undertakes to protect the moral and physical integrity of its employees/external collaborators and its customers by promoting responsible and safe behaviors and adopting all safety measures required by existing regulations and technological advancements to ensure a safe and healthy work environment.

6.5 Company employees are obligated to observe the provisions of this Code upon hiring or, if already employed, upon disclosure, as all employees are required to know its content, particularly regarding the following duties: i) abstaining from any behavior contrary to the rules of this Code and/or existing legislation; ii) abstaining from taking up work positions with third parties, including possible consultancy assignments or other responsibilities on behalf of third parties, without prior written authorization from KeyPartners Switzerland AG; iii) abstaining from any activity, in any form, that is contrary to the interests of the Company or incompatible with it, or in conflict with the duties and tasks assigned to the employee; iv) promptly and without delay reporting to the competent functions and the Supervisory Body any information, directly known or from third parties, about possible violations of the rules of this Code, including any requests for violations made to them; v) facilitating cooperation with the structures responsible for verifying possible violations, respecting confidentiality, and providing any useful and/or necessary information to update this Code; vi) promptly reporting to the Supervisory Body any episodes of inducement to make false statements (including inducements to omit such statements) to the Judicial Authorities and/or Public Security organs.

6.6 Without prejudice to the obligations specified in the preceding article and their validity for all employees, individuals performing managerial and/or responsibility functions towards the personnel under their supervision and/or direction are obligated to avoid any form of abuse of their position; in particular, individuals performing these activities undertake to: i) be impartial and avoid favoritism of any kind; ii) make decisions with complete transparency and knowledge, always being able to justify the underlying reason for the same; iii) refrain from undue pressure on their collaborators, including those aimed at inducing personnel not to make statements or to make false statements to the Judicial Authorities and/or Public Security organs; iv)

6.7 The members of the Board of Directors of KeyPartners Switzerland AG commit to comply with the provisions of this Code upon their appointment or, if already in office, at the time of the disclosure of this Code. In particular, the Directors commit to: i) refrain from any behavior that is contrary to the provisions of this code and the current civil and criminal legislation; ii) promptly report to the Supervisory Body any information regarding any possible violation of the provisions of this Code; iii) cooperate effectively with the structures responsible for verifying possible violations, respecting the principle of confidentiality; iv) maintain impartial behavior and refrain from favoritism; v) make decisions related to their function with maximum clarity and transparency, being able to justify their decisions at any time; vi) reject undue pressure, avoiding creating or contributing to situations of privilege; vii) refrain from improperly using their decision-making and management power to achieve personal or others' benefits.

Article 7 - General Business Management

All actions, operations, and behaviors adopted by corporate bodies, staff, and external collaborators regarding the activities carried out in the exercise of their functions and responsibilities must be characterized by the highest honesty, correctness, integrity, loyalty, transparency, objectivity, as well as respect for and prudent use of assets and resources.

Article 8 - Conflict of Interest

In conducting any activity, situations where the individuals involved are or may potentially be in conflict of interest with KeyPartners Switzerland AG must be avoided; any individual who finds themselves operating in a conflict of interest is obliged to immediately communicate this to the Supervisory Body.

Article 9 - Company Assets / Use of IT Systems

9.1 All employees/collaborators/partners are required to operate diligently and loyally, respecting the ownership of company assets, using the resources entrusted to them and/or provided as a loan for use with care and responsibility, avoiding improper uses that could cause any kind of malfunction, damage, or reduction in efficiency.

9.2 In the use of the assets and services provided by KeyPartners Switzerland AG for carrying out work activities, the staff must be able to justify their use in accordance with the exercise of their professional activity, avoiding waste and/or inefficient uses and ensuring proper preservation of the value of the assets or services entrusted to them.

9.3 Regarding the use of IT systems belonging to KeyPartners Switzerland AG, every employee and/or external collaborator who uses the company's IT systems, or those used by the company, will be directly responsible for the security of the systems used and subject to the regulations in force as well as the general terms and conditions of individual license agreements.

9.4 Subject to the existing legislation, improper use of company assets and resources is understood to be the use of network connections for purposes other than those related to the employment relationship (during working hours) and/or to send offensive messages or messages that could damage the image of KeyPartners Switzerland AG; in particular: i) every employee and/or collaborator must not visit/access websites that could damage the company in any way; ii) every employee and/or collaborator is obliged to take the necessary steps to prevent possible crimes through the use of corporate IT tools; iii) it is expressly forbidden to alter in any way the functioning of an IT or telematic system and/or illegally intervene in any way on the data, information, and programs contained or relevant to it, in order to achieve unfair profit with harm to others. This prohibition is strengthened if the damage is to the State or a Public Entity.

9.5 Employees are expressly prohibited from accepting any form of gift that could reasonably be interpreted as exceeding normal commercial or courtesy practices, or aimed at obtaining favorable treatment in conducting any activity related to KeyPartners Switzerland AG; for this purpose, a gift is understood to mean any type of utility/benefit/good (including but not limited to: a material gift, a promise of a job offer either as an employee or as a consultant, services, trips, etc.).

The company's policy allows for reasonable and appropriate gifts/compliments to be given/received provided that: a. their purpose is to create or maintain good business relations; b. they improve or do not compromise the company's reputation; c. they are used to advertise/present the services offered by KeyPartners Switzerland AG.

The type, amount, and recipients of gifts are decided by the Board of Directors of KeyPartners Switzerland AG and must necessarily be offered as company gifts and not as personal gifts. KeyPartners Switzerland AG declares that it maintains a "Gifts" register where all received gifts exceeding the value of EUR 100.00 and any representation/travel expenses paid by third parties exceeding EUR 250.00 are recorded.

Article 10 - Relations with Third Parties

10.1 The Company expressly declares that it will not make contributions to political parties, either national or otherwise, refraining from undertaking activities that could in any form constitute, directly or indirectly, forms of conditioning towards political or trade union representatives or political or trade union organizations.

10.2 KeyPartners Switzerland AG may participate in requests for contributions/donations, limited to proposals from non-profit entities and associations whose social purpose is of high cultural or charitable value. Additionally, all sponsorship activities, which may concern the themes of environmental protection, social issues, sports, and entertainment, will be aimed exclusively at events and/or entities that offer quality guarantees and for which any possible conflict of personal or corporate interest can be excluded.

10.3 Any activity related to the provision of contributions and other sponsorships will be duly discussed by the Company's Board of Directors, which will approve it if necessary.

Article 11 - Confidentiality

11.1 KeyPartners Switzerland AG protects the privacy of its employees/collaborators (including candidates) according to current regulations, committing not to communicate or disseminate, except for existing legal obligations, the relevant personal data without the prior consent of the interested party.

11.2 The Company declares that the acquisition, processing, and storage of personal data and confidential information takes place within specific procedures aimed at preventing unauthorized persons from gaining knowledge of them and in full compliance with privacy protection regulations.

11.2 The data and information acquired during the performance of the activities assigned to each employee and/or collaborator must remain strictly confidential and properly protected and cannot be used, communicated, or disclosed, both internally and externally to KeyPartners Switzerland AG, except in compliance with the relevant legal regulations; all employees are bound by this duty of confidentiality even after the termination of the employment relationship, ensuring compliance with the obligations provided by current privacy regulations.

11.3 The knowledge and use of "passwords" for access to corporate IT systems are equivalent to the employees' signatures, can only be known by the respective holders, and cannot be disclosed to third parties. Therefore, employees will be directly responsible for taking all necessary measures to preserve and avoid the disclosure of the company's information they possess, from risks of damage or loss, for which they are required to guard them with the related legal obligations.

11.4 Without prejudice to the obligation to report to the Supervisory Body, all employees are generally required to report promptly and without delay to their manager any information they become aware of during their work activities regarding violations of legal norms, the Code, or other provisions that may, in any way, involve KeyPartners Switzerland AG. If it is not possible/appropriate to contact the direct manager for reporting, employees are required to report to the hierarchical superior of their manager and/or a member of the Board of Directors.

11.5 Managers must monitor the behavior of their employees and inform the Supervisory Body of any possible violation of the aforementioned norms.

Article 12 - Relations with Local Authorities, P.A. and Other Control Entities

12.1 KeyPartners Switzerland AG, in compliance with the current regulations and in full respect of mutual roles and functions with a spirit of maximum collaboration, will maintain relations with Local Authorities, Central Public Administration (understood as: Ministries, Fiscal Control Authorities, Guarantor Authorities, etc.), Local Public Administration (understood as: Regions, Provinces, Municipalities, etc.), Public Entities, and concessionaires of a public service.

12.2 KeyPartners Switzerland AG notes and emphasizes that it is expressly forbidden to: i) correspond or offer, either directly or indirectly, payments or material benefits of any nature and amount or employment opportunities to public officials, Public Administration employees, or their relatives to influence or compensate for an act of their office, except as expressly provided in this Code; ii) provide false information to the Public Administration, fake documents, or documents attesting to untruthful data to gain direct or indirect benefit.

Article 12 - Relations with Local Authorities, P.A., and other Supervisory Authorities

12.1 KeyPartners Switzerland AG, in accordance with current regulations and with full respect for mutual roles and functions in a spirit of maximum collaboration, will engage in relationships with Local Authorities, Central Public Administration (understood to mean: Ministries, Tax Control Authorities, Regulatory Authorities, etc.), Local Public Administration (understood to mean: Regions, Provinces, Municipalities, etc.), public entities, and public service concessionaires.

12.2 KeyPartners Switzerland AG notes and acknowledges that it is expressly forbidden to: i) provide or offer, either directly or indirectly, payments or material benefits of any kind and amount or employment opportunities to public officials, Public Administration employees, or their relatives to influence or compensate an act of their office, except as expressly provided in this Code; ii) provide false information, false documents, or documents containing untrue data to the Public Administration for the purpose of obtaining direct or indirect benefits.

12.3 That said, it is emphasized that care and scrupulousness must be adopted in dealings with the aforementioned subjects, especially in operations related to participation in public tenders, issuance of authorizations, licenses, concessions, requests and/or management and utilization of public funds (national, provincial, or community), relations with social security entities, entities responsible for tax collection, bankruptcy proceedings, civil, criminal, or administrative proceedings, etc. By way of example and not exhaustively, the following are therefore prohibited: i) false attestations to obtain concessions, licenses, or authorizations; ii) false attestations to obtain grants, funding, and subsidies; iii) false declarations in public tender participation documents; iv) omissions of required information or documents; v) fraudulent behavior aimed at positively influencing the judgment of the Public Administration; vi) false statements to Control Authorities and the Judicial Authority during accesses, inspections, checks, interrogations, and trials.

12.4 KeyPartners Switzerland AG specifies that commitments with the Public Administration and Public Institutions are exclusively reserved for the functions specifically assigned and authorized, which are required to perform their tasks with fairness, loyalty, integrity, and independence.

Article 13 - Relations with Suppliers

13.1 The same principles of fairness, loyalty, and impartiality mentioned in the provisions of this Code must permeate the commercial relationships between KeyPartners Switzerland AG and its suppliers.

13.2 In particular, supplier selection criteria are based on clear and objective assessments of the quality of the service offered, its cost to the Company, and the innovative content of the product or service.

13.3 KeyPartners Switzerland AG, while favoring the creation of stable and lasting relationships, will periodically review its supplier list to streamline it and increase economy and efficiency; this means that no supplier who meets the necessary requirements will be precluded from the possibility of competing to offer their products/services.

13.4 Employees responsible for purchasing are prohibited from accepting any kind of gift or other benefits from suppliers that could in any way influence their choices or raise doubts about their conduct being transparent or impartial.

13.5 Further information and details on supplier selection criteria can be found in the “Procurement and Payment Procedure” attached to the General Part of the 231 Management and Control Organization Model.

Article 14 - Relations with Competitors

In relations with competitors of KeyPartners Switzerland AG, it is expressly forbidden for company representatives of KeyPartners Switzerland AG to: i) engage in intimidating behavior or influence the commercial activities of third parties to hinder/eliminate and/or prevent the activities of competitors; ii) enter into agreements with other companies aimed at securing tenders to the detriment of other competitors, or discourage competitors from submitting competitive bids; iii) in general, engage in unfair competition practices.

Article 15 - Environmental Protection

The activities of KeyPartners Switzerland AG are geared towards environmental protection, and the Company is committed to adopting advanced environmental and energy efficiency criteria in its project choices and operational management to minimize energy use and water consumption economically.

Article 16 - Relations with the Media

16.1 KeyPartners Switzerland AG reminds that relations with the media should be based on respect for the right to information, and therefore all information disclosed through the media must be truthful, accurate, coordinated, and respectful of the Company’s principles and policies.

16.2 In general, any information disclosed through the media must comply with laws, regulations, rules, professional conduct practices, and be transparent and clear.

16.3 It is expressly forbidden to disclose untrue news through the media; all media contacts must necessarily be handled by the Managing Director and those authorized by them.

Article 17 - Application and Control Methods of this Code of Ethics

17.1 KeyPartners Switzerland AG has an independent Supervisory Body that operates with full autonomy of action and control, characterized by professionalism and impartiality.

17.2 The Supervisory Body referred to in the preceding paragraph is positioned at the top of the Company’s hierarchy and reports directly to the Board of Directors on any violations of the provisions of this Code that come to its attention.

17.3 The Supervisory Body is guaranteed adequate financial autonomy through the allocation of resources by the Company and is not assigned any operational functions to ensure its maximum impartiality of action.

17.4 KeyPartners Switzerland AG is committed to communicating this Code using all available communication means and opportunities (e.g., information and training meetings), and therefore all employees, members, directors, and/or collaborators must know its contents and comply with its provisions.

To this end, a complete copy of this Code of Ethics will be published on the company intranet accessible to all employees.

17.5 Each person acting on behalf of and/or in the interest of KeyPartners Switzerland AG (with particular reference to Company Management) is required to promote knowledge of the provisions of this Code, include the Code’s content in training programs, and reference it in the procedures, policies, and guidelines of KeyPartners Switzerland AG.

17.6 Any revision and/or amendment of the provisions of this Code must be subject to a specific board resolution; any substantial revision and/or change to the content of this Code will be communicated to all interested parties in the same manner indicated in the preceding articles.

17.7 The designated Supervisory Body is also tasked with monitoring compliance with the principles and precepts indicated in this Code through periodic checks and other means.

17.8 Compliance with the rules of this Code must be considered an integral and substantial part of the obligations of each employee by virtue of the existing employment relationship; it is noted that the violation of the provisions of the Code constitutes a breach of these obligations and, as such, may have disciplinary relevance.

17.9 KeyPartners Switzerland AG specifies that any disciplinary sanctions that may be applied will be based on the principle of proportionality in accordance with the applicable national collective labor agreement (C.C.N.L.) and include: i) verbal or written reprimand (disciplinary warning letter); ii) fine; iii) suspension from work and pay; iv) dismissal.

17.10 Notwithstanding the content of the preceding articles, KeyPartners Switzerland AG may also subject employees to disciplinary procedures if they improperly report alleged violations of the provisions of this Code. It is noted that disciplinary procedures may also be applied to employees who make false and/or unfounded reports with the intent of harassing the alleged perpetrator of the reported act or with the aim of damaging the reputation and/or image of the person against whom the reports are made.

17.11 KeyPartners Switzerland AG specifies that compliance with the rules of this Code must be considered an essential part of the contractual obligations assumed by collaborators and/or those having business relations with the Company, and their violation may constitute a breach of contractual obligations, with the related legal consequences, including possible termination of the contract and/or dismissal of the assignment, without prejudice to the right to compensation for any damage caused to KeyPartners Switzerland AG.

17.12 The full content of this Code is available on the official website of KeyPartners Switzerland AG.

Article 18 - Data and Information Processing

18.1 KeyPartners Switzerland AG, notwithstanding compliance with the specific regulations on data protection and processing, reminds that all employees/collaborators are required to treat personal data they become aware of with the most appropriate treatment to protect the legitimate expectations of the data subjects regarding their privacy, dignity, and image.

18.2 The Company's activities involve the acquisition, storage, processing, communication, and dissemination of news, documents, and other data relating to negotiations, administrative procedures, financial operations, know-how (contracts, deeds, reports, notes, studies, drawings, photographs, software), etc., which cannot be disclosed externally or used internally except by authorized persons and in any case under established procedures.

18.3 Each employee/collaborator is therefore required to know and implement company policies regarding information security to ensure its integrity, confidentiality, and availability. This also applies to third parties who receive information from the Company.

18.4 The obligation to maintain the utmost confidentiality applies to information acquired during work or through work activities, even after the employment relationship ends. The use of this information for one's own purposes or those of third parties is prohibited.

18.5 With regard to computer applications, each employee/collaborator must: i) strictly adhere to the provisions of the company's security policies to avoid compromising the functionality and protection of information systems; ii) refrain from sending threatening or insulting email messages, using low-level language, or making inappropriate comments that may offend the person and/or damage the company's image; iii) avoid browsing websites with indecent and offensive content.

Article 19 - Conflicts of Interest

19.1 In conducting its business activities, KeyPartners Switzerland AG ensures that situations of conflict of interest are avoided.

19.2 In particular, each employee/collaborator is required to avoid any situation and refrain from any activity that could create conflicts of interest with the Company or that could interfere with their ability to make impartial decisions in the best interests of the Company and in full compliance with the rules of this Code.

19.3 Any situation that could constitute or determine a conflict of interest must be promptly reported to the employee's superior, who, in consultation with the Company management, will evaluate its actual presence and take appropriate action.

19.4 Employees must also inform the Company if they engage in work activities outside working hours for third parties or if they have interests that may conflict with the Company's interests.