Anti - Corruption Policy

 

1. Purpose

This document aims to provide a systematic framework regarding the prohibition of corrupt practices for Podium Engineering S.r.l. Specifically, the Anti-Corruption Policy aims to:

  • Ensure compliance with all applicable anti-corruption regulations.
  • Implement and enforce anti-corruption systems.
  • Raise awareness among stakeholders about the commitment to prevent and combat corruption.
  • Apply sanctions in the event of violations, as defined in the "Rules for Applying Disciplinary Sanctions."
  • Encourage reporting of any suspected, attempted, or actual corrupt act through defined channels and ensure protective measures for whistleblowers.

2. Scope

The Anti-Corruption Policy applies to members of the corporate bodies, employees of all qualifications and levels, attorneys, collaborators, and third parties with whom the company interacts during its business activities or who act on its behalf.

The Board of Directors ensures the dissemination of the Anti-Corruption Policy to all affected individuals. All recipients are required to comply with applicable anti-corruption laws and regulations and to adhere to the principles outlined in this document.

3. Terminology

Glossary

  • Corruption: The misuse of power by someone in a position of authority to gain a personal benefit. This definition includes:
    • Misuse of power.
    • Authority vested in an individual.
    • Personal gain.
  • Public Administration: Refers to national, community, and foreign public organizations or entities, as well as private organizations offering public services.

4. References

This Policy is developed by Podium Engineering S.r.l., based in Italy, and complies with Italian law, including:

  • Legislative Decree 231/2001, addressing the administrative liability of companies for corruption-related acts.
  • The Italian Penal Code, particularly Articles 317 and following.
  • The Italian Civil Code, specifically Articles 2635 and 2635 bis.

5. Principles and Rules of Conduct

5.1 Relationships with Third Parties

Within its business activities, Podium Engineering S.r.l. engages with third parties (e.g., suppliers, customers, collaborators), which may expose the company to corrupt activities or hold it liable for corrupt acts committed on its behalf.

5.1.1 External Collaborators

  • All external collaborators must have a regular contract, prepared by the relevant organizational structures and signed by an authorized individual.
  • Contracts must include anti-corruption clauses and references to the Code of Ethics, the 231 Model, and the Global Code of Conduct for Third Parties.
  • Payments are contingent upon monitoring proper contract execution and verifying the completeness of required documentation.

5.1.2 Suppliers of Goods and Services

  • Offering or promising money or other benefits to counterparties is strictly prohibited to gain improper advantages.
  • Supplier selection must be transparent, documented, and based on quality, integrity, reliability, and cost.
  • Payments must align with market prices and contractual agreements.

5.1.3 Clients

  • Giving or accepting money or other benefits to obtain favorable sales conditions is prohibited.
  • The company evaluates potential clients to identify potential conflicts, regulatory risks, or other issues.

5.1.4 Relationships with Public Administration

  • Interactions with public administrations must be transparent, lawful, and handled by authorized personnel.
  • Offering money, gifts, or economic advantages to public representatives is prohibited unless of modest value and strictly professional.

5.2 Facilitation Payments and Personal Safety Payments

“Facilitation payments” refer to small-value payments made (in money or goods) to public officials to expedite their typical functions that would otherwise be performed less efficiently or differently, such as obtaining permits, licenses, visas, or other useful documentation. Such facilitation payments are explicitly prohibited.

Facilitation payments do not include legitimate compensation or administrative fees for expedited services paid to organizations (not to specific individuals), where a receipt is issued upon request.

In certain situations, company personnel may be forced to pay money to third parties, public or private, under circumstances involving serious and imminent threats of violence or harm to personal safety (so-called extortion payments). These payments, allowed solely to avoid harm to individuals, must be:

  • Promptly identified and appropriately documented. Specifically, the personnel involved must send a report via email to their direct supervisor and the CEO, detailing the incident (including the date, location, amount paid, recipient, and a description of the objective circumstances of serious and imminent threats or violence under which the payment was made). The CEO will coordinate with the Legal department (and Compliance, if established) to determine the appropriate actions to take (including conducting an internal investigation, if necessary).
  • Properly recorded in the company’s accounting system.
  • Reported to the relevant authorities, if applicable or required by law.

No disciplinary action will be taken against individuals who refuse to pay a bribe, even if such refusal results in a disadvantage to the company.

5.3 Gifts, Hospitality, and Representation Expenses

Gifts, presents, and other representation expenses are permitted as a customary practice of professional and commercial courtesy, provided that offering or accepting cash is strictly prohibited. To this end, gifts, presents, and any other benefits or utilities that recipients offer to (or accept from) public or private entities must, given the circumstances:

  • Be appropriate, reasonable, and in good faith.
  • Be such that they do not:
    • Compromise the integrity or reputation of any party involved in the relationship, nor
    • Create the impression in the recipient or an impartial third party that they are intended to obtain, maintain, or reward improper advantages or exert illicit or undue influence on the recipient's activities or decisions.
    • Be registered to ensure their traceability and the ability to reconstruct the identity of beneficiaries afterward and must not be offered or accepted in a concealed manner.
    • Comply with Anti-Corruption Regulations and the company’s policies and procedures.

In adherence to the above criteria:

  • Gifts or hospitality may be provided following company procedures, particularly regarding authorization, identification of the recipient counterpart, and related documentation.
  • Representation expenses incurred by employees must be summarized in an expense report, with itemized reimbursement approved by the competent function manager and reimbursed only after verifying validity.
  • Receiving gifts or hospitality as part of courtesy relationships is permitted only if they are of modest value and in compliance with company procedures, specifically concerning acceptance methods and the permitted value limits.

5.4 Sponsorships and Charitable Contributions

Sponsorships and donations, whether in cash or through product gifts for charitable purposes to NGO (nonprofit organizations), nonprofit associations, and organizations without a profit motive, may be provided in accordance with company procedures. Specifically, they must be duly authorized, with a clear identification of the recipient counterparties and the underlying reasons for the contribution.

If the contribution is in cash, it must be executed through authorized banks or financial intermediaries to ensure traceability.

It is strictly prohibited to offer or provide sponsorships and donations if they could be interpreted as intended to influence independent judgment or to obtain preferential treatment or improper advantages.

5.5 Conflicts of Interest

In conducting any activity, situations where parties involved in transactions have conflicts of interest must always be avoided, particularly those involving personal or family interests that could influence independent judgment or interfere with the ability to make impartial decisions in the best interest of the company.

Any situation that could create or result in a conflict of interest must be promptly reported to the hierarchical superior in a managerial position. Similarly, the individual involved must immediately refrain from participating in the operational or decision-making process. The managerial superior is then required to identify operational solutions to safeguard transparency and ensure proper conduct in carrying out activities in the specific case.

5.6 Human Resources

The human resources management process must be carried out with impartiality, transparency, autonomy, and independence of judgment. Specifically:

  • The responsibility for the process is entrusted to qualified individuals with adequate experience for the task and under the supervision of management.
  • The selection process for hiring personnel must be formalized to ensure the absence of conflicts of interest between the selector and the candidate and to uphold the principle of segregation between the functions requesting the resource and those conducting the selection.
  • Hiring employees or collaborators based on specific recommendations from third parties, in exchange for favors, compensation, or other advantages for themselves and/or the company, is prohibited.
  • For hiring personnel who have previously worked for Public Administrations, held senior positions at client companies, or have relatives in positions of responsibility at Public Administrations or client companies, all necessary measures must be taken to avoid conflicts of interest, independence issues, and/or to comply with legal constraints or prohibitions.

All new hires are promptly informed of the Code of Conduct, the Code of Behavior, the Code of Ethics, and the Anti-Corruption Policy, as well as corporate Directives and Procedures, which they are required to follow.

The hiring process must comply with applicable regulations and be properly formalized through an employment contract signed by an authorized individual, with all supporting documentation duly retained.

The personnel remuneration system is designed to reward work performed, considering the assigned responsibilities and demonstrated performance. Bonuses and other incentive elements in compensation are periodically reviewed to assess their reasonableness, also to ensure they do not encourage inappropriate behavior.

5.7 Accounting Procedures and Internal Controls

It is prohibited to use information acquired in the course of one’s activities for purposes unrelated to the strict performance of those activities. Specifically, the following obligations must be adhered to:

  • Do not disclose to third parties any confidential information of a commercial, industrial, financial, or corporate nature unless it is necessary for conducting business activities and only after signing a specific non-disclosure agreement.
  • Safeguard confidential information in one’s possession with the utmost care and in a secure location.

Each recipient, employee, or other individual acting on behalf of the company, within the scope of their responsibilities and assigned tasks, must collaborate fully to ensure that management activities are accurately and promptly reflected in the company’s accounting and that all supporting documentation is retained in a manner that makes it easily accessible and reviewable by authorized control entities.

All financial transactions, as well as all incoming and outgoing monetary movements, must be carried out by individuals with the necessary authority, with prior authorization, and must always be justified, traceable, and recorded.

Unauthorized access to data, information, or programs contained in IT systems is prohibited. To this end, the following measures must be implemented:

  • Systems capable of logging access (IT authentication) to processing systems and electronic archives must be adopted.
  • IT systems must be protected by a profiling mechanism that ensures access to transactions is aligned with the roles and functions of each user.

6. Communication and Training

The Company considers communication—both internal and external—and training as two fundamental areas for implementing and ensuring the effectiveness of its Anti-Corruption Management System.

Therefore, the Company is committed to disseminating the Anti-Corruption Policy and promoting compliance with its principles among the Recipients.

External communication is carried out through:

  • Publishing the Company’s Anti-Corruption Policy on the Podium Engineering S.r.l. website.
  • Including contractual clauses and/or provisions in agreements with third parties regarding acceptance of the adopted anti-corruption principles.

Internal communication is conducted through:

  • Publishing the Company’s Anti-Corruption Policy in a dedicated section of the company portal.
  • Providing information to newly hired personnel.

The primary purpose of training is to provide adequate knowledge of the risks, responsibilities, and sanctions applicable in case of violations of the adopted anti-corruption regulations, as well as the principles to follow and behaviors to adopt.

The content of anti-corruption training is supervised by the CEO.

Training is mandatory for all personnel and is tailored as appropriate to their professional level and role. Participation and completion of the training are monitored to ensure compliance.

4o

7. Whistleblowing and Reporting

All Recipients are required to report any attempted, suspected, or actual acts of corruption they become aware of, as well as any other violations of the Anti-Corruption Policy. For this purpose, dedicated communication channels have been established through the Whistleblowing system, which is described in the company policy titled “QMS_Policy_Whistleblowing Procedure” and is available on the Podium Engineering S.r.l. website.

The Company ensures that anyone who reports a violation, even if suspected, will not be subject to any form of retaliation and is committed to protecting the confidentiality of the information and the anonymity of the whistleblower.

8. Sanctions

Compliance with and adherence to the Anti-Corruption Policy and anti-corruption regulations are an integral part of the contractual obligations of employees and Third Parties with whom the Company maintains business relationships. Violations of these obligations constitute a breach of contractual obligations and failure to comply with company rules.

The Company is committed to implementing reasonable controls to prevent any unlawful behavior and to apply appropriate sanctions when deemed necessary. Any measures taken will be proportionate to the severity of the violation and in compliance with the relevant legal and contractual framework, ensuring that internal personnel are subject to measures consistent with the provisions of the Workers' Statute.

For external parties working on behalf of or with the Company (e.g., Suppliers, Collaborators), non-compliance with the Policy will be addressed through contractual provisions, which may include suspension of performance or termination of the contract and, where applicable, the request for compensation for damages.