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Article 1 - INTRODUCTION

The Pirelli Foundation (hereinafter the “Foundation”) was incorporated on 22nd July 2008 with the company purposes specified in Article 2 of the Articles of Association. With its registration on 10th December 2008 in the Register of Legal Persons at the Prefecture of Milan as no. 978, it obtained legal personality.

The Pirelli Foundation conducts its own internal and external activities in compliance with this Code of Ethics (the “Code”).

The Founding Members, the Members, the President of the Foundation and Honorary Chairman, the members of the Board, the Director, the Advisory Board (if established), the Board of Auditors, the collaborators of “the Pirelli Foundation” and in general all those operating in Italy and abroad on behalf of or in favour of the Foundation, or who have relations with the same (“Recipients of the Code”), within the scope of their duties and responsibilities, are called to respect the principles and requirements contained in this Code of Ethics.

Article 2 - PRINCIPLES OF CONDUCT

Integrity, transparency, honesty and fairness inform the activities of the Pirelli Foundation.
In particular, the Pirelli Foundation:

  • ensures that all stakeholders are fully informed about its actions, subject to the requirements of confidentiality in the running of the activities of the Pirelli Foundation; for this reason the Recipients of the Code are required to ensure maximum confidentiality of the information received or processed in the fulfilment of their tasks;
  • undertakes to pursue excellence in the conduct of its business;
  • rejects and condemns any recourse to unlawful or dishonest conduct to achieve the objectives of the Foundation, which are to be pursued exclusively through excellence in terms of innovation and quality;
  • protects and enhances the human resources supporting it in order to improve their effectiveness and promote a sense of belonging and satisfaction; it is therefore necessary for relationships and conduct to be based on the principles of honesty, fairness, transparency, confidentiality, impartiality, diligence, loyalty and mutual respect;
  • pursues the principle of equal opportunities in the workplace, regardless of sex, marital status, sexual orientation, religion, political beliefs, skin colour, ethnic origin, nationality, age or disability;
  • pursues and supports the protection of internationally proclaimed human rights;
  • uses resources responsibly, in line with the objective of achieving sustainable development, while respecting the environment and the rights of future generations;
  • does not tolerate any form of corruption in any form or manner, in any jurisdiction, even where such activity is, in practice, allowed, tolerated, or not prosecuted. For these reasons, it is forbidden for the Recipients of the Code to give and receive gifts or other benefits that could constitute a breach of the rules, or be in conflict with the Code, or could, if made public, constitute any source of detriment, even if only to the image of the Foundation;
  • protects and watches over the company’s assets, as well as procuring the means for preventing acts of embezzlement, theft, and fraud against the Foundation;
  • condemns the pursuit of personal interests and/or those of third parties to the detriment of company interests;
  • as an active and responsible component of the communities in which it operates, it is committed to respecting and ensuring respect both internally and in its relations with the outside world for the laws in force in the areas in which it operates;
  • to put in place tools, safeguards and processes to enable the prevention of violation of the rules and principles of transparency, fairness and loyalty by its employees and contractors and to supervise their observance and specific implementation.

Article 3 - STAKEHOLDERS

The Pirelli Foundation adopts a multi-stakeholder approach:
Environment
The Pirelli Foundation manages its business with respect for the environment and public health. The activity of enhancement of the historical and cultural heritage of Pirelli is aimed at environmental sustainability, with a view to achieving eco-friendly growth through the adoption of specific technologies and working methods that -wherever technically and economically viable enable a reduction in the environmental impact of its activities, even beyond the limits provided in the applicable standards.

Partners

The Foundation bases the excellence of its business on constant innovation, with the goal of developing a service-oriented culture that meets the needs of those with whom it comes in contact (Partners).
Strong relationships have been established with partners through an immediate, effective response, with conduct that is based on fairness and courtesy.
In their relations with partners, all Recipients of the Code are required to:

– respect the commitments and obligations of confidentiality in their dealings with customers;

– adopt behaviour based on the principles of respect, courtesy, availability and efficiency, with a view to fostering a collaborative and highly professional relationship;

– refrain from making actions or statements which could harm the image of the Foundation, its Founding Members or the Participants;

– require that partners, where necessary or appropriate, take note of this Code by mentioning it as an integral part of the agreements to which it must be attached.

Human Resources

The Pirelli Foundation recognises the central importance of its employees and contractors in the belief that the key factor in its success is the professional contribution of the people who collaborate with the Foundation in a climate of fairness and mutual trust. The Foundation promotes health, safety and hygiene in the workplace. The Foundation also considers respect for workers’ rights to be essential in carrying out its activities. The management of labour relations is aimed in particular at ensuring equal opportunities and enhancing diversity in order to promote a multicultural working environment.

External Suppliers and Contractors

The Foundation’s relations with suppliers and contractors are based on fairness, impartiality and equal opportunities for all the parties involved.
The Foundation requires its suppliers and contractors to respect the principles and rules provided in this Code.
In particular, in its relations with third parties, it is required to:
(i)if necessary, inform these third parties of their obligations under this Code and demand compliance by the latter with the obligations relating to their functions;
(ii)notify the Director of the Foundation regarding conduct by any party which may be contrary to the Code or in any case likely to violate the provisions of the Code of Ethics. Third parties who establish relations with the Foundation shall be bound to comply with the provisions of this Code after entering clauses in their respective contracts which establish the obligation to comply with its provisions; with this same clause, the Foundation reserves the right to terminate the relationship in cases of violation of the provisions of the Code by the aforementioned third parties.

The Public

The Pirelli Foundation maintains relations with public authorities at local, national and supranational levels that are characterised by full and active cooperation, transparency, respect for their independence and the values contained in the Code. The Pirelli Foundation is committed to putting in place all the necessary measures to prevent and avoid corruption and bribery. In the conduct of its relations with public officials of any nationality, it is prohibited for Recipients to offer gifts that may lead to the securing of an advantage and/or to influence the independent nature of a judgement. Gifts, forms of hospitality and courtesies are permitted if they are given in such a way that they could not lead the Recipient to have the impression that they are given in order to obtain an unfair advantage, nor create an impression of bad faith or impropriety.

Article 4 - INFORMATION MANAGEMENT

Records

The Foundation observes the rules of correct, complete and transparent accounting, according to the criteria set down by law and the principles established therein. All accounting records must be truthful and accurate. In particular, all transactions and operations must be carried out in full compliance with the law and in accordance with the accounting standards prescribed by law. Recipients responsible for preparing accounting or tax documentation are required to operate with the utmost diligence, according to the principles of fairness, integrity, legality, transparency and accuracy.

Confidentiality

All information is confidential that, if made public1, could be detrimental to the Foundation, the Founders and Participants, as well as the Partners. Any information on the Foundation which is acquired or developed by each Recipient of the Code in their work is of a confidential nature and may not be used, disclosed to third parties or distributed without the prior permission of the Chairman and/or the Director of the Foundation, or the persons designated by them to fulfil this purpose.

Protection and Security of Personal Data

The Pirelli Foundation complies with the provisions concerning the confidentiality of personal information under Legislative Decree 196/2003 (the new Code concerning the protection of personal data) and any subsequent modifications, additions and implementing regulations. The processing of personal data is2 only permitted to authorised personnel, in compliance with the regulations and procedures adopted by the Foundation.

Intellectual Property

1 The notion of confidential information includes, without limitation, any data, knowledge, acts, documents, reports, memos, slides, studies, drawings, photographs, models, reports, prototypes, samples and any other material relevant to the organisation and to the tangible and intangible assets of the Foundation, to the strategies it pursues, the operations it carries out, to research and development, as well as to any proceedings relating to the Foundation and its Members, which are not already in the public domain.
2 This is understood to mean any operation or set of operations concerning the collection, recording, organisation, storage, processing, modification, selection, extraction, comparison, use, interconnection, blocking, disclosure or dissemination of personal data.

The protection of intellectual property, including any patents, copyrights, trademarks, know-how and skills acquired in the course of the institutional activities of the Foundation is essential for maintaining the competitive advantage and excellence that characterise the Foundation. Recipients are therefore required to protect, maintain and defend the intellectual property rights of the Foundation, as well as respecting the intellectual property rights of the companies, institutions and partners with whom they come into contact in the performance of their work activities. The unauthorised use and/or misappropriation of the intellectual property of third parties may constitute breach of contract and, where appropriate, may lead to compensation for any damage arising from such breach to the Foundation, in accordance with current legislation, existing contracts and collective agreements.

Article 5 - COMPLIANCE WITH THE CODE OF ETHICS

The Pirelli Foundation shall inform the Recipients of the Code on the provisions and application of the same, and requires all Recipients to act in accordance with the general principles presented in this Code of Ethics. It is therefore required of all Recipients of the Code to refrain from any behaviour that is contrary to the principles contained therein.

Compliance with the Code of Ethics is an integral part of the mandate given to the institutional representatives ofthe Pirelli Foundation. All consultants and parties acting in the name and on behalf of the Foundation, or who work at the Foundation, must work, always and without exception, with integrity and diligence, in full compliance with the principles of fairness and lawfulness provided by this Code. Any violation of this Code committed by any employees shall result in disciplinary action proportionate to the seriousness or frequency of the infringement, or the degree of guilt, subject to the provisions contained in the applicable collective labour contracts, as well as under Article 7 of Law no. 300 of 20 May 1970. In case of violation of the requirements of this Code of Ethics by consultants and contractors, the Foundation reserves the right, if considered appropriate, to unilaterally terminate the contract with these parties.

Article 6 - REPORTS AND COMMUNICATIONS

Any Recipient who becomes aware of acts contrary to the regulations or the requirements of this Code of Ethics is obliged to inform the Director of the Foundation. The allegation of violations may be made either in anonymous form or confidentially, without fear of retaliation. The Foundation protects those who, in good faith, report any acts and/or conduct which is in violation of the Code, regardless of whether these allegations prove correct, or those who collaborate in any investigations of such violations.

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Code of Conduct

This document contains the “Code of Conduct” which members of the Board of Directors, members of the Board of Auditors, members of the Advisory Board (if established), the CEO, managers and employees of the Pirelli Foundation (hereinafter the “Foundation”) and in general all those who work in Italy and abroad in the name of and/or on behalf of the Foundation, or with the same business relationships (“Recipients of the Code of Conduct”) must follow in order to avoid the occurrence of situations that favour illicit acts in general and, in particular those major offences covered in Legislative Decree 231/20011. The Code of Conduct outlines, without limitation, conduct in relation to the area of “do’s” and “don’ts”, with particular reference to relations with the Public Administration, with third parties, as well as the activities and formalities required by law, specifying the principles of the Code of Ethics in operational terms.

“Do’s”

– Recipients of the Code of Conduct are obliged to comply with the laws and regulations of the country where the Foundation operates.
– Recipients of the Code of Conduct are obliged to comply with company procedures and follow the principles of the Code of Ethics in any decisions or actions which relate to the management of the Foundation.
– The heads of functions must ensure that:

  • as far as reasonably possible, all employees are aware of the legislation and its implications and if they have any doubts about how to proceed, they should be adequately advised;
  • there is an adequate training and awareness-raising programme on issues relating to the Code of Ethics.

Code of Conduct in relations with the Public Administration

When participating in tenders called by the Public Administration and in general in any negotiations with the latter, the Recipients of the Code of Conduct must operate in compliance with applicable laws, regulations and under professional integrity.

The heads of the functions that routinely perform activities in contact with the Public Administration must:

  • provide their employees with details of conduct to be followed in any formal and informal
  • contacts with the various public parties, depending on the particular features of their scope of activities, transferring knowledge of legislation and awareness of situations which could pose a risk of an offence;
  • provide appropriate mechanisms to trace the flow of communication/information towards the Public Administration.
  • If applying for grants, subsidies or funding from the State or other public body or the European Union, all Recipients of the Code of Conduct involved in these procedures must:
  • abide by the principles of fairness, using and presenting statements and documents which are true, complete and relevant to the activities for which the benefits may legitimately be obtained;

1 Or under different laws and regulations in force in the countries where the Group operates. once obtained, the grants must be used for the purposes for which they were requested and granted.

Code of Conduct on Corporate and Market Communication Issues

The Directors, the Managing Director and the people under their supervision, within their respective jurisdiction, are required to fully comply with the regulations, and in particular are bound to comply with the procedures, instructions and detailed operational rules relating to the preparation of the Budget and the regulation of key business processes.

The heads of the administration/accounting functions, within the duties assigned to them and to the extent of their remit, must ensure that all operations are:

  • legitimate, fair, authorised and verifiable;
  • properly and adequately recorded, so as to make it possible to verify the process of decision-making, authorisation and execution;
  • accompanied by supporting documentation that allows checks to be made at any time on the characteristics and reasons for the operation and to identify those who have authorised, performed, recorded and checked it.
  • Recipients of the Code of Conduct involved in drawing up the financial statements or other similar documents must conduct themselves properly, offer close collaboration, ensure the completeness and clarity of the information provided, the accuracy of the data and its processing and report any conflicts of interest, etc.
  • The Directors shall notify the Board of Directors and the Board of Auditors of any interests of their own or of third parties that could possibly affect any specific operation by the Foundation, specifying the nature, terms, origin and scope; if it is the CEO, he/she must also refrain from executing the transaction, delegating the same to the Board.
  • Recipients of the Code of Conduct and in particular the Directors:
  • in the preparation of financial statements, market communications or other similar documents must represent the Company’s economic, equity or financial situation with truth, clarity and completeness;
  • must comply promptly with requests for information by the Board of Auditors and facilitate in every way the performance of the control activities legally attributed to shareholders, other corporate bodies or to external auditors;
  • provide supervisory bodies with correct and complete information on the company’s economic, equity or financial situation.
  • Only authorised persons may have dealings with the press and they must promote truthful items about the Foundation, in compliance with the laws and regulations in force.