Code Of Ethics

E.D. S.r.l. Express Delivery (hereinafter “ED” or “the Company”) has decided to adopt its own Code of Ethics. Its objective, in addition to indicating the inspiring principles of its activities, is to define the guidelines of conduct regarding child labor, environmental protection, human rights, and anti-corruption, in compliance with European and international legislation concerning corporate social responsibility. Furthermore, this document constitutes an essential element of the organizational model adopted by the Company pursuant to Legislative Decree 231/2001.

The Company has always been committed to ensuring that its business activities are carried out in compliance with the law, in the belief that ethics and social responsibility in conducting business are essential to be implemented alongside corporate success.

Employees and Collaborators (such as, for example, consultants, representatives, intermediaries, agents, etc.), as well as business partners and all those who maintain relationships with ED, are required to align their behavior with the provisions of this Code, performing their duties with honesty, commitment, and professional rigor, and operating in compliance with the law.

Actions, operations, negotiations, and, in general, any other activity carried out by the Company’s Employees in the performance of their work duties must be based on management fairness, transparency, completeness of information, and compliance with internal procedures. These recipients (hereinafter “Recipients”) are therefore required to know the content of these guidelines and to contribute to their implementation and to the dissemination of the principles contained therein.

GENERAL PRINCIPLES

The primary goal of ED is to provide a high-quality service of excellence through an in-depth knowledge of its clients' organizations, in order to fully understand their needs and thus propose innovations and solutions geared toward efficiency at a lower cost. In doing so, the Company is inspired by the following Principles:

• RELIABILITY
  ED assumes responsibility for its actions, ensuring maximum accuracy and reliability of the service.
• DILIGENCE AND ACCURACY
  In the execution of tasks and contractual obligations, ED requires maximum diligence and professionalism from every Employee or Collaborator.
• PERSONAL INTEGRITY
  ED promotes the physical and moral integrity of Employees and Collaborators, both through suitable working environments and conditions that respect human dignity, and through policies against episodes of intimidation (e.g., mobbing, stalking). Conduct intended to induce people to act against their will, the Law, and this Code of Conduct is not permitted. The Company undertakes to enter into employment contracts with its collaborators in application of current legislation.
  
  ED does not tolerate requests, threats, or abuses aimed at inducing people to act against the Law or against the Code, or to adopt behaviors harmful to the moral and personal beliefs and preferences of each individual.
• LOYALTY, FAIRNESS
  ED is committed to fairness in the pursuit of its objectives and in collaboration with all stakeholders. Therefore, situations that could cause a conflict of interest are avoided, and all tools and procedures to counter them are put in place.
• LEGALITY
  In carrying out its activities, ED undertakes to comply with all current laws and regulations.

B) RESPECT FOR HUMAN RIGHTS

ED supports and respects the protection of fundamental human rights within its sphere of influence. Furthermore, the Company requires that its suppliers also be committed to this front and ensure respect for these rights.

C) RELATIONSHIP WITH EMPLOYEES

PROHIBITION OF CHILD LABOR AND FORCED LABOR

ED believes it is essential that respect for human rights and the protection of individual dignity be guaranteed at work, prohibiting any form of labor exploitation and, in particular, child or forced labor.

Therefore, the Company binds itself not to use or support the use of child labor, which refers to individuals under the age of 16. ED also binds itself not to resort to forced labor (meaning work under threat of penalty, or as debt payment) and, to this end, during the hiring phase, it is expressly forbidden to request personnel to leave monetary "deposits" or identity documents at the start of the employment relationship with the company.

Compliance with these guarantees and the aforementioned prohibitions is binding and required by the Company from all its suppliers as well.

HEALTH AND SAFETY

Employees and Collaborators are considered an indispensable element for the existence and future development of the Company: for this reason, ED is committed to ensuring proper compliance with legal regulations regarding prevention and safety at work, working conditions that respect individual dignity, and safe and healthy working environments.

The Company carries out its activities under technical and organizational conditions that ensure adequate accident prevention and a healthy and safe working environment.
ED is committed to:

• Avoiding risks,
• Evaluating risks that cannot be avoided,
• Combating risks at their source,
• Adapting work to the individual—particularly regarding the design of workplaces and the choice of equipment and working methods—in order to alleviate monotonous and repetitive work and to reduce the effects of these tasks on health,
• Taking into account the state of technical evolution,
• Replacing what is dangerous with what is not dangerous or is less dangerous.

ED is committed to disseminating and consolidating a safety culture among all its collaborators, developing risk awareness and promoting responsible behavior by everyone, including through appropriate instructions. The Recipients of this Code contribute to the process of risk prevention and health and safety protection for themselves, their colleagues, and third parties, without prejudice to individual responsibilities under applicable legal provisions. They must also maintain a climate of mutual respect for the dignity, honor, and reputation of each person.
Within the scope of corporate activities, there is a general ban on the use of alcohol or drugs, and a ban on smoking in the workplace—in compliance with legal regulations—and in any case under any circumstance where smoking could pose a danger to corporate structures and assets or to the health or safety of colleagues and third parties.
As provided by current legislation, the Company has appointed an RSPP (Head of the Prevention and Protection Service), possessing the skills and requirements provided by law, who is responsible for identifying safety measures for the safety and health of workplaces and developing safety procedures for various corporate activities, also ensuring adequate monitoring methods for the implementation of such measures.
Finally, ED, aware of the importance of providing adequate education at all levels, ensures regular and documented health and safety training for personnel.

FREEDOM OF ASSOCIATION AND THE RIGHT TO COLLECTIVE BARGAINING

ED respects the right of all personnel to form and join trade unions of their choice and the right to collective bargaining.

The Company respects current legislation regarding workers' representatives, ensuring that their activities are carried out effectively and adequately, without them being subject to discrimination.

PROHIBITION OF DISCRIMINATION

ED ensures equal treatment for its employees in hiring, remuneration, access to training, promotion, dismissal, or retirement, committing to fight any form of discrimination based on race, social class, national origin, religion, disability, gender, sexual orientation, trade union membership, or political affiliation. The Company also ensures that personnel can freely exercise their right to follow principles or practices and to satisfy needs connected to race, social class, national origin, religion, disability, gender, sexual orientation, trade union membership, or political affiliation. Any unwanted behavior of a sexual nature or any other type of gender-based discrimination that offends the dignity of women and men is strictly prohibited.

ED works to ensure that incidents of this type do not occur and, if they do, that they are promptly reported to the Human Resources Department for the most appropriate disciplinary measures.

DISCIPLINARY PROCEDURES

In exercising disciplinary procedures, ED declares that it strictly adheres to the provisions of the collective bargaining agreement and Article 7 of Law 300/1970.

DREMUNERATION

The Company pays workers an adequate, sufficient salary that is in line with contractual provisions relative to the activity performed. ED does not utilize the services of undeclared ("black market") workers.

D) ENVIRONMENTAL PROTECTION

The environment is a primary asset of the community that ED wishes to help safeguard. To this end, the Company plans its activities by seeking a balance between economic initiatives and environmental needs, in compliance with applicable laws and regulations, and offering maximum cooperation to the public authorities responsible for verifying, monitoring, and protecting the environment. Furthermore, ED is committed to fostering the internal development and dissemination of environmentally friendly technologies.

E) ANTI-CORRUPTION

ED binds itself to align its behavior with the principles of loyalty, transparency, and fairness, and undertakes the express commitment not to offer, accept, or request sums of money or any other reward, advantage, or benefit, either directly or indirectly through intermediaries, in order to obtain an undue advantage.

In relations with the Public Administration, the Company pays particular attention to every behavior, act, or agreement, ensuring they are based on maximum transparency, fairness, and legality. To this end, ED will avoid entrusting an entire process (for example, for obtaining financing) to a single natural person, given that a plurality of subjects and functions minimizes the risk of interpersonal relationships inconsistent with the Company's will. During business negotiations, requests, or commercial relations with the Public Administration, behaviors intended to improperly influence the counterpart's decision are prohibited, whether directly or indirectly. If the Company uses a consultant for representation or to receive technical-administrative assistance in relations with the Public Administration, the same rules applicable to Company employees shall apply to such individual and their personnel. Furthermore, in choosing said consultants, the Company prioritizes criteria of professionalism and integrity, excluding anyone who has institutional or employment relationships with the Public Administration, even indirectly through a third party, or close family ties. It is explicitly forbidden to allocate funds, contributions, financing, or tax reliefs received from national, European, or non-European public bodies for purposes other than those for which they are intended. It is not permitted to offer money or gifts to executives, officials, or employees of the Public Administration or their relatives, unless they are gifts or utilities of modest value for customary use. It is prohibited to offer or accept any object, service, performance, or favor of value to obtain more favorable treatment in relation to any relationship maintained with the Public Administration. When any business negotiation, request, or relationship with the Public Administration is underway, the designated personnel must not attempt to improperly influence the counterpart's decisions, including those of officials who negotiate or make decisions on behalf of the Public Administration. Recipients of this Code who receive gifts or benefits that are not of modest value are required to notify the Corporate Management, which will assess the appropriateness and, where necessary, arrange to notify the sender of the Company's policy on the matter.

F) RELATIONSHIP WITH CLIENTS

ED is committed to maintaining a helpful and cooperative attitude toward its principals and clients, guaranteeing the quality of the services provided and the constant fulfillment of commitments undertaken.

• Communicate with Clients clearly, informing them correctly and constantly about the characteristics of the services offered and the fulfillment for which ED is responsible;
• Guarantee transparent and comparable commercial proposals, based on correct, clear, and non-misleading pre-contractual information, and complete, clear, and understandable contractual clauses that foster full awareness of the signed agreements;
• Relate to Clients honestly and transparently in accordance with the procedures and instructions provided;
• Provide clear and timely communications on the status of ongoing relationships, changes to the conditions governing the relationships, and any other modification to existing contracts;
• Provide high-quality services that meet the reasonable expectations of the Client and protect their safety and security;
• Adhere to the truth in advertising, commercial, or any other type of communications;
• Abstain from any unfair commercial practices.

G) RELATIONSHIP WITH SUPPLIERS

The selection of suppliers, which involves the application of clear and transparent procedures guaranteeing equal information and equal access to the tender, is based on granting equal cooperation opportunities to every supplier and on fairness and impartiality of judgment. Therefore, in choosing suppliers, undue pressure aimed at favoring one supplier over another is neither permitted nor accepted.

In selecting suppliers, Employees are required to adhere to the principles of this Code, as well as internal procedures and defined selection criteria, using the written form in negotiations, and also taking into account, for selection purposes, the values set forth in this Code.

Supplier selection criteria are based on seeking the best quality/price ratio according to the Company's needs, evaluating the requirements of cost-effectiveness, quality, and technical, commercial, and financial reliability, as well as compliance with health and safety regulations.

All other requirements being equal, preference is given to those suppliers who demonstrate the implementation of good social responsibility practices and/or the possession of social or environmental certifications.

All suppliers are required to accept this Code within the scope of their respective contractual relationships, and therefore, in particular, they must:

• Provide clear, complete, truthful, and correct information during negotiations and the establishment of contractual relationships, and refrain from any offers that are inconsistent with their own technical, commercial, and financial capabilities and those of the Company, or that are inconsistent with normal market conditions;
• Comply with all laws and regulations, as well as any self-regulatory codes adopted, with particular reference to environmental aspects and health and safety in the workplace;
• Not disclose confidential information relating to ED and/or its counterparts and partners that they become aware of as part of the relationship, and refrain from any conduct that could damage the reputation of the Company and its Shareholders or prejudice the normal conduct of activities;
• Consent, where requested, to inspections and site visits at their premises and places where their activities are carried out, to verify the requirements requested within the selection and contract award processes;
• Refrain, in relations with ED personnel, from giving, promising, offering, accepting, or receiving money, gifts, giveaways, hospitality, or any other utility or benefit in order to obtain undue advantages in the award of supplies;
• Report, in the manner provided, any violation or suspected violation of the Code committed by anyone, of which they become aware.

In the event that a supplier engages in behavior contrary to this Code, ED is entitled to take measures that may lead to the termination of the contract and the preclusion of further relationships on a temporary or permanent basis, in addition to compensation for any damages suffered.
Within the scope of their relationships with the Company, suppliers must also pay particular attention to the protection of workers' rights, child labor, and minors from all forms of sexual exploitation, as well as the safety of the environment and workplaces.

With reference to commercial and promotional relations, finally, fraudulent practices and behaviors, acts of corruption, favoritism and, more generally, any conduct contrary to the Law, sector regulations, internal regulations, and this Code of Ethics are prohibited. Such conducts are prohibited and sanctioned regardless of whether they are carried out or attempted, directly or through third parties, to obtain personal advantages, for others, or for the Company.

In particular, Employees have the duty to:

• Scrupulously observe current legislation and internal procedures relating to the selection of suppliers and the management of relationships with them;
• Adopt objective and transparent evaluation criteria in the selection of supplier companies, verifying their possession of the required qualifications;
• Observe and respect the applicable legal provisions and contractually agreed conditions in supply relationships;
• Be inspired by the principles of fairness and good faith, in line with the strictest commercial practices, in correspondence and dialogue with suppliers.

Furthermore, employees are explicitly forbidden to:

• Receive remuneration from anyone for the performance of an official act or an act contrary to the duties of their office;
• Give or receive, in any form, directly or indirectly, gifts, giveaways, or hospitality, unless they are gifts or utilities of modest value and the procedures relating to representation expenses are respected;
• Be subject to influence by third parties unrelated to ED in order to make decisions and/or perform acts relating to their work activity.

An employee who receives gifts or any other form of benefit, not directly attributable to normal relations of courtesy, must take every appropriate initiative to refuse said gift and promptly inform their supervisor and the Supervisory Body.

H) PREVENTION OF RECEIVING STOLEN GOODS AND MONEY LAUNDERING CRIMES

Employees and Shareholders must never carry out or be involved in activities that imply the purchase, receipt, concealment, money laundering (i.e., acceptance or processing), or use in economic or financial activities of money, goods, or other utilities derived from criminal activities in any form or manner.
It is mandatory to verify in advance the available information (including financial and reputational information) on commercial counterparts and suppliers before establishing business relationships with them, in order to ascertain their respectability and the legitimacy of their activity.
In relations with commercial counterparts and suppliers, it is mandatory to comply with corporate procedures and to guarantee the transparency and traceability of operations.
ED and its Shareholders and Employees must always comply with the application of anti-money laundering laws in any jurisdiction.

I) RELATIONS WITH PUBLIC OFFICIALS, PUBLIC SERVICE INCHARGE PERSONS, AND PUBLIC SUPERVISORY AUTHORITIES

Every shareholder or employee of ED or third party appointed to represent the Company in relations with Public Officials, Public Service Incharge Persons, and Public Supervisory Authorities must maintain a behavior aimed at cooperation, facilitation of activities, and respect for the timing and methods of relation, promptly and punctually providing data, documents, and anything else requested of them.

Any relationship with Public Officials, Public Service Incharge Persons, and Public Supervisory Authorities must in any case be based on compliance with the law, and any behavior that could lead to an illegal situation and a possible conflict of interest must be avoided in every possible way.

L) RELATIONS WITH POLITICAL ORGANIZATIONS, TRADE UNIONS, AND TRADE ASSOCIATIONS

ED is committed to establishing and maintaining constant cooperation with Trade Unions and internal workers' representatives based on principles of fairness and transparency, within the framework of legislative provisions and those contained in the reference collective bargaining agreement (C.C.N.L.).
ED does not provide contributions of any kind, directly or indirectly, to political parties, movements, committees, and political or trade union organizations, nor to their representatives or candidates, both in Italy and abroad. Contributions due on the basis of specific regulations must be provided in strict compliance with the law and current provisions. Such contributions must be adequately documented.
Furthermore, ED does not provide contributions to organizations with which a conflict of interest could be identified.

M) RELATIONS WITH COMPETITORS

ED believes in free and fair competition and guides its actions toward achieving competitive results that reward capability, experience, and efficiency.
Employees must maintain proper conduct in business matters of corporate interest.
Any action aimed at altering the conditions of fair competition is contrary to ED's policy and is prohibited for any individual acting on its behalf.
Under no circumstances can the pursuit of the Company's interest justify conduct by senior management or collaborators that does not respect current laws and comply with the rules of this Code.
In any external communication, information concerning ED and its activities must be truthful, clear, and verifiable.

N) SAFEGUARDING CORPORATE ASSETS AND PROPERTY

Every employee and external collaborator of ED is required to operate with the diligence required to protect corporate resources, avoiding improper uses that could cause damage or reduce efficiency, or that are otherwise in contrast with the interest of the Company or dictated by professional reasons unrelated to the employment relationship with the Company. Likewise, it is the responsibility of Employees and external collaborators not only to protect such assets but also to prevent their fraudulent or improper use for their own benefit or that of third parties.

O) USE OF IT SYSTEMS

ED respects the physical and conceptual space pertaining to the individual personal sphere, both with reference to personal data and assets.
Within the Company, IT and telecommunication tools are made available to Employees solely for the performance of their work activity and must be used in compliance with current legislation (including Legislative Decree no. 196 of June 30, 2003, "Personal Data Protection Code") and current internal procedures; therefore, the use of the same for unlawful purposes is prohibited.
In particular, in addition to ensuring compliance with regulations on individual privacy, the Company pursues, also through monitoring and verification activities, a proper and limited use of IT and telecommunication tools, avoiding any use aimed at collecting, storing, and disseminating data and information for purposes other than work activities. Furthermore, ED is committed to implementing specific information/training programs on issues relating to the use of IT systems. The information/training will be addressed to all Employees and individuals in senior positions.
System administrators must use IT tools in accordance with the same principles of diligence and fairness, for the sole purpose of verifying and guaranteeing their efficient and optimal functionality, in compliance with corporate procedures.

P) REGISTRATIONS, ACCOUNTING RECORDS, AND CORPORATE OFFENSES

All actions and operations carried out by ED must have an accurate registration that allows for the verification of the decision, authorization, and implementation process, in order to pursue maximum accounting transparency toward Shareholders and interested external Entities, and to prevent false, misleading, or deceptive entries from appearing. Furthermore, every action and operation must have adequate documentary support to allow for the verification of its characteristics and motives at any time, and to identify the individuals who authorized, performed, recorded, and verified the action or operation itself.
Accounting records (meaning all documentations that numerically represent management facts, including internal expense reimbursement notes) must be kept accurately, completely, and up to date, in compliance with corporate accounting procedures, in order to provide a true and fair view of the financial/asset situation and management activity. To this end, all Employees cooperate by providing complete and clear information on the activities performed and ensuring the accuracy of data and processing.
Financial statements and corporate communications required by law must be drawn up clearly and give a true and fair view of the Company's financial and asset position. To this end, Directors, Employees, Shareholders, and external Collaborators, involved in any capacity in the financial statement preparation activities, are required to respect the rules concerning the truthfulness and clarity of data and valuations.
Communications, reports, and filings with the business register that are mandatory must be carried out by the individuals identified by law in a truthful and timely manner, in compliance with current regulations.
ED believes that corporate conduct must always be pursued in formal and substantive compliance with legal regulations, protecting the free determination of shareholders' meetings, maintaining transparent and reliable conduct—including toward creditors—pursuing the integrity of share capital and non-distributable reserves, as well as cooperating with the competent Authorities.
It is prohibited to prevent or hinder the performance of control or audit activities legally attributed to Shareholders, other corporate bodies, or auditing firms (e.g., through the concealment of documents or other suitable devices).
It is prohibited to engage in simulated or fraudulent conduct aimed at determining a majority in the Shareholders' Meeting for the purpose of procuring an unjust profit for oneself or others.
It is prohibited to present to the Public Supervisory Authorities, in the communications provided for by law, with the purpose of hindering the exercise of supervisory functions, material facts that do not correspond to the truth—even if subject to valuation—regarding the economic, asset, or financial situation of the Company, as well as to conceal by other fraudulent means facts that should be communicated.
The Board of Directors must provide maximum and timely cooperation to all control bodies that legitimately request information and documentation regarding the administration of the Company.
All Recipients who become aware of omissions, falsifications, or negligence in registrations or accounting records are required to promptly report them to their supervisor and to the Supervisory Body.

Q) COOPERATION IN CONTROL ACTIVITIES AND REPORTING OF VIOLATIONS

ED requires strict compliance with the provisions of this Code by all Recipients.
Every Recipient must fully cooperate with any investigations conducted in relation to violations of the Code, maintaining the strictest confidentiality regarding the existence of said investigations.
Recipients must actively participate, where requested, in auditing activities regarding compliance with the Code. If any Recipient becomes aware of situations that are even only potentially illegal or contrary to the principles expressed by this Code of Ethics, they must immediately inform (also anonymously) the Supervisory Body by communicating to the email box odv@edexpressdelivery.it or by sending correspondence.
Failure to comply with the duty to inform may result in the initiation of a disciplinary procedure in accordance with the provisions of the disciplinary regulations, detailed in the following paragraphs.
The reports received are quickly examined and handled by the Supervisory Body in accordance with the provisions of the specific regulations. In brief, these regulations provide that the Supervisory Body evaluates the reports received and any consequent measures, hears, if deemed appropriate, the author of the report and/or the person responsible for the alleged violation, and provides written reasons for the decisions made, along with any proposals for disciplinary sanctions, which will then be adopted and imposed based on the disciplinary regulations in force.
Since relationships between Employees at all levels must be based on criteria and behaviors of fairness, loyalty, and mutual respect, the abuse of the duty to inform regulated by this article for retaliatory purposes is punishable.

R) ENTRY INTO FORCE, COORDINATION WITH CORPORATE PROCEDURES, EFFECTIVENESS, UPDATES, AND AMENDMENTS

This Code was adopted, by resolution of the Board of Directors, on December 30, 2016, with immediate effect.
Any update, modification, or addition to this Code must be approved by the Board of Directors.