1. FOREWORD
This Code of Ethics (hereinafter also only “Code”) constitutes the set of rules of conduct to which MG VISIO S.R.L. (hereinafter also only “MG Visio” or “Company”) considers it essential to adhere in the performance of the activities required for the pursuit of its own institutional relations, both internally within the corporate structure and in relations with external parties, in order to ensure effective prevention and detection of violations of the law and regulatory provisions applicable to its activities.
Therefore, within this Code of Ethics, approved by the Sole Administrator on 18.10.2019, are defined and crystallized the principles, behavioral rules and, more generally, the values that MG VISIO recognizes, accepts and shares.
This document constitutes an integral part of the Organization, Management and Control Model referred to in Legislative Decree No. 231/2001.
The Code is brought to the attention of all employees and collaborators and can be consulted and freely downloaded on the website www.mgvisio.com.
Compliance with this Code constitutes an integral part of the contractual obligations of the Company’s employees, also pursuant to and for the purposes of Articles 2104 and 2105 of the Civil Code, and its violation may constitute a breach of contract, as well as a disciplinary offence.
In the event that the regulations in force in a particular jurisdiction are more permissive than those of the Code, the latter shall prevail.
The dissemination of the Code shall be ensured through appropriate means of communication. In particular, the Code is made available to the public on the website of MG Visio S.r.l.

2. RECIPIENTS AND SCOPE OF APPLICATION
Recipients of this Code of Ethics are the Sole Director, managers, employees, and collaborators.
The Code also applies to all persons who, directly or indirectly, permanently or temporarily, establish relationships and collaborative relations with the Company in any capacity, cooperating in the performance of its activities and the pursuit of its purposes.
Therefore, the recipients must strictly adhere to the principles and standards of behavior set forth therein, inspiring daily business conduct.
The Recipients are committed to observing and enforcing the principles as well as the additional ones contained in this Code of Ethics within the scope of their functions and responsibilities, as well as when carrying out their professional activities. This commitment justifies and requires that those with whom the Company has relations in any capacity must also act towards the same with rules and methods inspired by the same values. In the event that even one of the provisions of the Code conflicts with other company provisions (models, directives, regulations, procedures, etc.), the Code will prevail over any of these provisions.

3. REFERENCE ETHICAL PRINCIPLES
The ethical and behavioral principles set forth in this Code are of primary and absolute value. The Company operates in absolute compliance with the laws and regulations in force in the places where it conducts its business.
Under no circumstances may the pursuit of MG VISIO’s interest justify conduct contrary to applicable laws and the rules of this Code. In fact, the Code of Ethics is configured as an instrument of guarantee and reliability, protecting the assets and reputation of the Company.
In relations with third parties MG VISIO is inspired by principles of loyalty, fairness, transparency and efficiency, respect for the person, and – in general – absolute respect for the laws and regulations in force in the territory in which it operates.
Consequently, each recipient of the Code must undertake to comply with these elements.
The Company undertakes, also through the deputy SB, to:
– ensure the dissemination, in-depth study and updating of this Code;
– carry out checks on news of any alleged violations;
– apply the relevant sanctions if violations are ascertained;
– ensure that no one suffers discrimination and/or retaliation for having reported news of possible violations of the Code.

3.1 Honesty, Loyalty and Fairness
The pursuit of the Company’s interest can never justify conduct contrary to the principles of fairness, honesty, loyalty and mutual respect.
Each person will carry out his or her work activity within the Company with diligence, efficiency and professionalism, making the best use of the tools and time at his or her disposal, assuming the responsibilities associated with his or her function, and fulfilling commitments and obligations to third parties.
In particular, each Recipient:
– must act loyally and in good faith by fulfilling the obligations arising from the
Provisions governing the employment relationship or arising from the signing of the contract,
Ensuring the required services with appropriate quality and quantity standards;
– must exercise its duties and functions within the system of responsibility and
competencies defined by the legal provisions and internal regulations of MG VISIO;
– Must ensure, in the workplace, conduct characterized by fairness and respect
of the dignity of each;
– must keep, with Institutions, Authorities and Public Bodies, relationships inspired by the utmost
fairness, probity and impartiality, in total transparency, avoiding behavior that
may have negative effects on the serenity of judgment of the same;
– must treat the information that has come into its possession in respect of confidentiality and privacy. Any information obtained in the performance of corporate duties may not be disclosed, either inside or outside MG VISIO, except where such disclosure is necessary to comply with legal requirements;
– must refrain from taking confidential or privileged records and documents off Company premises except with prior authorization and for reasons strictly related to the performance of professional duties;
– must refrain from disclosing to third parties news related to the performance of work activities, unless specifically authorized, or news infringing on the rights of third parties;
– is not required to execute to implement a directive act issued by a person who is not competent or not legitimized. In such cases, the employee or collaborator must give immediate
notice of the order or directive act received to his or her supervisor; to this end, the group must ensure a clear allocation of functions, powers and responsibilities.

3.2 Transparency
MG VISIO conducts its business under the banner of transparency, both in the internal management of the company’s activities and in the allocation of tasks and responsibilities, and in its relations with customers, suppliers and external collaborators.
Information inside and outside the Company must be based on the principles of transparency, independence, objectivity, completeness, clarity, correctness and timeliness. Every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent and congruous.

3.3 Competition, Industry and Trade
In its business activities, the Company is guided by the principles of legality, fairness and loyalty, fidelity to its word, promises and covenants, and promotes acting responsibly and in accordance with good faith in every activity or decision. The Company recognizes free and fair competition in a market economy as a decisive factor for growth, development and constant business improvement, and believes that its message of product quality and brand relevance can find development in this context.
MG VISIO imprints its conduct on legality and transparency in every area of its activity, including business relations, and condemns all possible forms of disturbance to the freedom of industry or commerce, as well as all possible forms of unlawful competition, fraud, counterfeiting or usurpation of industrial property titles, calling all those who work in the interest of the company to respect the existing regulations for the protection of instruments or signs of authentication, certification or recognition, for the protection of industry and commerce.

3.4 Confidentiality and Privacy
MG VISIO ensures the confidentiality of information in its possession and compliance with the regulations on the processing of personal data.
In this regard, each employee must:
– acquire only the data necessary and directly related to his or her functions;
– store said data in such a way as to prevent outsiders from gaining knowledge of it;
– not use confidential information for purposes unrelated to the exercise of his or her
activity;
– communicate and disclose only the data for which he or she is authorized, within the scope of the procedures
established, or after authorization from the person delegated to do so and in compliance with D.Legislative Decree No. 196 of June 30, 2003, as amended, on the protection of personal data and the EU Regulation 2016/679 (General Data Protection Regulation);
– determine the confidential and reserved nature of the information pursuant to the prescriptions of the relevant procedures;
– ensure that there are no constraints of secrecy by virtue of relations of any nature with third parties.
The Recipients of this Code of Ethics are also required to strictly comply with the obligation of confidentiality with respect to information concerning the company’s business learned in the performance of their duties or collaboration.

3.5 Fight against corruption
The Company, in compliance with the values expressed in this Code, undertakes to put in place all measures necessary to prevent and avoid corruption phenomena. In particular, any acceptance or solicitation of offers or promises of money or other benefits to a Public Official or Person in Charge of a Public Service, whether Italian or foreign, is prohibited, even when this occurs as a result of unlawful inducement or when such activities are in practice permitted or not judicially prosecuted.
Recipients are also prohibited from offering gifts, gratuities or any other benefits, which may constitute a violation of laws or regulations, or which are contrary to the Code.

3.6 Conflicts of Interest
Circumstances and situations in which those involved are, or may even just appear to be, in conflict of interest must always be avoided in the conduct of any activity related to the operation of the business.
All Recipients must avoid any situation and refrain from any activity that could even potentially pit a personal interest against those of the company or that could interfere with and hinder the ability to make, in an impartial and objective manner, decisions in the interest of MG VISIO.
If a situation of potential conflict of interest arises, the Recipient must make it known to his or her Manager, if any, or to the Supervisory Board and refrain from any conduct related to the conflicting business.

3.7 Anti-Money Laundering Obligations
MG VISIO, in compliance with anti-money laundering laws, prohibits the recipients of the Code from those activities that may involve money laundering, i.e., the acceptance of proceeds from illicit activities and their subsequent processing, even when such assets originate from illicit activities committed by a person within the Company.
The Company requires its employees to check available information (including financial information) on business counterparties in advance to ascertain their respectability and the legitimacy of their activities.

3.8 Accounting Obligations
MG VISIO censures any behavior aimed at altering the accuracy and truthfulness of the data and information contained in financial statements, reports or other corporate communications required by law and operates with the utmost transparency at the administrative and accounting level.
In the activity of accounting for facts related to the management of the Company, employees and collaborators are required to scrupulously comply with current regulations and internal procedures so that every transaction is not only properly recorded, but also authorized, verifiable and legitimate.
It is forbidden for all employees to engage in conduct, including omissions, that may lead to the recording of fictitious transactions, the recording of transactions that are insufficiently documented, and the failure to record commitments, even if only as guarantees, from which the Company may derive liabilities or obligations.
Each record must reflect exactly what is reflected in the supporting documentation. It is the responsibility of each Recipient to ensure that documentation is easily traceable and ordered according to logical criteria.

3.9 Health, hygiene and safety
The Company pays the utmost attention to the safety of all people working in it and is constantly striving to ensure that its employees and collaborators have a working environment suitable for preserving their health, safety and physical and moral integrity, when performing tasks, operating and maintaining facilities, and in general when carrying out company activities, in accordance with applicable laws and regulations.
Likewise, MG Visio is committed to spreading and consolidating a culture of safety, developing risk awareness, and promoting responsible behavior by all employees.
Recipients of the Code contribute to the process of risk prevention and protection of health and safety in the workplace with respect to themselves, colleagues and third parties, in accordance with the roles and responsibilities specified by law.

3.10 Environment
MG VISIO, in setting its goals and carrying out its planned activities, ensures their compliance with environmental regulations and the latest common social awareness of environmental issues.
In particular, each employee involved in activities that may have environmental repercussions must perform his or her work with the utmost responsibility, monitoring and reporting to his or her supervisor or the Supervisory Board any dangerous situations and any violations of environmental protection regulations, or actions aimed at concealing such violations.
Recipients are strictly prohibited from misuse and from the illegal or unauthorized use, emission, spillage, or abandonment of waste and materials harmful to the environment and people.
The Recipients also undertake to treat, following the specific requirements, the waste considered to be of higher risk and to respect the more general environmental requirements regarding waste in accordance with the principles of law and applicable regulations.

3.11 Use of company assets
Each employee/collaborator is required to work diligently to protect MG VISIO’s assets, through responsible behavior and in line with the operating procedures prepared to regulate their use, accurately documenting their use.
Each employee/collaborator is responsible for the protection of the resources entrusted to him/her and has the duty to promptly inform the appropriate structures regarding any threats or events harmful to the Institute itself.
The employee shall not use, for private purposes, any material or equipment he/she has in his/her possession by reason of his/her work.

4. RULES OF BEHAVIOUR
MG VISIO respects fundamental human rights and guarantees the right to working conditions that respect the dignity of the individual and compliance with labor laws and National Collective Labor Agreements.
Decisions made in the sphere of personnel management and development, including the evaluation of personnel to be hired is made on the basis of the correspondence of the candidates’ profiles and their specific professional and psycho-aptitude skills, with respect to what is expected and the company’s needs as they result from the request made by the requesting function and, always, in accordance with the principles of objectivity, transparency, publicity, impartiality, equal treatment and opportunity.
MG VISIO is committed to offering equal opportunities in employment and professional advancement to all employed resources, avoiding favoritism or forms of patronage, as well as prohibiting all forms of discrimination against individuals.
The Company is also committed to ensuring that its resources receive the necessary training and updating based on the position held and the definition of roles and responsibilities, including enabling each resource to be able to adequately make decisions within its competence.
Personnel are hired or cooperate with regular employment contracts; no form of irregular labor or, in any case, not covered by the relevant regulations, as well as the exploitation of child labor, is tolerated.
Lastly, the Company undertakes, in compliance with the relevant regulatory provisions, not to establish any working relationship with individuals without a residence permit and not to carry out any activity conducive to facilitating the illegal entry, in Italy, of illegal immigrants.
At the establishment of the employment relationship each collaborator/employee receives and signs a copy of this Code of Ethics, to the observance of whose provisions he/she is obliged.

4.2 Relationships with suppliers, external collaborators, consultants and subcontractors
MG VISIO requires suppliers, external collaborators, consultants and subcontractors to share and subscribe to its ethical principles.
The company’s objective is to procure products, materials, works and services on the most advantageous conditions in terms of value for money, combining this objective with the need to put in place relationships with suppliers that ensure operating methods compatible with respect for both human and workers’ rights and the environment.
To this end, the Company demands compliance with current labor regulations, with particular reference to those regarding child labor and the provisions of Italian and international laws regarding health and safety in the workplace.
The processes of search and selection of suppliers, collaborating consultants and subcontractors are marked by the evaluation of bids based on the objective criteria of quality and cost-effectiveness of services, technical and professional suitability, and respect for the environment, according to the rules dictated by special regulations and procedures.
In any case, the Company, in keeping with the principle of impartiality, undertakes not to preclude those who meet the necessary requirements from competing for contracts. Exceptions are allowed if the fiduciary element is prevalent in the assignment.

4.3 Relations with the Public Administration
The Company’s relations with the Public Administration, or in any case relating to relations of a public nature, must be inspired by the strictest compliance with the applicable statutory and regulatory provisions and cannot in any way compromise the integrity and reputation of MG Visio.
It is forbidden for Recipients to promise or offer, directly or through intermediaries, even as a result of inductive behavior, money or other benefits to Public Officials or Persons in Charge of a Public Service in order to favor their own interests or those of the Company or in order to harm the impartiality, autonomy of judgment of the same Institutions.
The Company also undertakes not to resort to altered or falsified declarations or documents, or to the omission of information or, in general, to the performance of artifice and deception aimed at obtaining concessions, authorizations, financing, and contributions from Public Bodies, as well as, once obtained, to allocate them for the intended purposes, according to the conditions and methods of use for which they were granted.
Inducing those who are called upon to make statements in criminal proceedings, or to the Supervisory Authority, not to make statements or to make false statements also constitutes prohibited conduct.
The assumption of commitments and the management of relations, of any kind, with the Public Administration and/or those of a public nature are reserved exclusively for the company functions appointed and authorized for this purpose.

4.4 Relationships with Customers
MG VISIO considers it essential that the relationship with the customer is based on the principles of loyalty, fairness, helpfulness and respect, in order to build a collaborative and highly professional relationship.
To this end, it requires its employees and other recipients of the Code to comply with the above principles, and to provide the customer with detailed, clear and truthful information with regard to the services provided so that the customer can make informed decisions.

5. RESPECT FOR THE CODE OF ETHICS
MG VISIO provide for informing all Recipients about the provisions of this Code.
In order to facilitate understanding of the Code, employees, with diversified activities, are required to participate in specific training activities.
New employees will be given a copy of the Code of Ethics upon taking office or employment, which will also be available for consultation and free downloading on the website www.mgvisio.com.
Collaborators, consultants, suppliers and business partners of the business activities are guaranteed the ability to access and consult the Code on the above website.

5.2 Violations of the Code of Ethics and penalty system
Failure to comply with the provisions of this Code of Ethics by the recipients will result in different sanctions depending on the role of the recipient concerned.
Violation of the provisions of the Code constitutes breach of contract and, in the case of Employees, also a disciplinary violation, resulting in the application of sanctions, in accordance with art. 7 of Law no. 300/70 and the provisions of the applicable CCNL, as well as compensation for any damages that may result to MG VISIO from such conduct. Failure by Company Employees to comply with the provisions contained in this Code, may result in the application of disciplinary measures in accordance with the provisions of both the law and the disciplinary section provided in the national collective labor agreement applied, the text of which is available on company bulletin boards as well as the disciplinary system implemented pursuant to Legislative Decree no. 231/ 2001.
For violations committed by collaborators, sanctioning measures and initiatives will be adopted by MG Visio as provided for in the respective assignments and/or in the applicable collective agreements
, commensurate with the seriousness of the violation and the related objective and subjective circumstances.
Finally, violations committed by consultants will be punishable in accordance with the provisions of the relevant assignments and contracts.
In particular, in compliance with the principle of gradualness and proportionality of sanctions in relation to the seriousness of the failure, the type and extent of each of the sanctions are determined in relation to the following general criteria:
– intentionality of behavior, degree of negligence, recklessness or inexperience demonstrated, taking into account also the foreseeability of the event;
– relevance of the obligations violated;
– responsibilities related to the work position occupied by the Employee;
– relevance of the damage or degree of danger caused to the companies, customers or third parties and the inefficiency caused;
– existence of aggravating or mitigating circumstances, with particular regard to the worker’s behavior towards the Company, other Employees, Collaborators and customers, as well as disciplinary history;
– concurrence in the infringement of several workers in agreement with each other.

5.3 Supervisory Board and Reporting
Without prejudice to the protection tools provided by law and collective agreement, the Sole Director, in his capacity as the Supervisory Board of MG Visio S.r.l., established pursuant to Legislative Decree no.
231 of June 8, 2001, provides clarifications regarding this Code.
Having regard to the reporting obligations placed on Recipients by the Model, all those who observe or are victims of conduct not in line with the provisions of the Code of Ethics and, therefore, of the Model, may inform in writing the Sole Director, in his capacity as the Supervisory Board under Legislative Decree. No. 231/2001 present at MG VISIO, which provides an analysis of the report, possibly hearing from the author and the person responsible for the alleged violation.
The Supervisory Board will take care to report to the holder of disciplinary action or, where applicable, to the competent body, any violation of the Model for the adoption of the necessary measures.
Reports can be sent in the following ways:
– e-mail: info@mgvisio.com
– registered mail: MGVisioS.r.l., Via Ubaldo Montelatici n.31 00134 Rome-addressed to the Supervisory Board.
The Supervisory Board acts in such a way as to guarantee bona fide whistleblowers against any form of retaliation, discrimination or penalization, and in all cases the confidentiality of the whistleblower’s identity is ensured, without prejudice to legal obligations and the protection of the rights of the Company or persons wrongly accused and/or in bad faith.

5.4 Final Provisions
Any amendments to the Code of Ethics will be approved by the Governing Body of MG Visio S.r.l. The Sole Director, as well as each employee, collaborator and external consultant, even if already employed by the Company, must sign a declaration of acceptance to the principles expressed in this Code.