CODE OF ETHICS

1. TAVENGINEERING S.P.A.

1.1 HISTORY AND VALUES OF TAVENGINEERING S.P.A.

TAVENGINEERING S.P.A. was founded in Caravaggio in 1999, on the initiative of the same group of founding entrepreneurs of TAV Vacuum Furnaces S.p.A., a leading company in the market of high vacuum furnaces.

The goal behind its establishment was the development of a center of expertise specialized in service and after-sales services in the same field of reference, in a close and continuous partnership with TAV Vacuum Furnaces S.p.A..

Since its foundation, the company has been pursuing the creation of economic and technological value for its customers, business organization and shareholders, ensuring the full satisfaction of all stakeholders.

In 2015, the company, together with TAV Vacuum Furnaces S.p.A., established the US-based company Furnacare Inc., dedicated to the development of the American market for the sale of vacuum furnaces, installation and technical assistance. Subsequently, in 2020, TAVENGINEERING S.P.A. founded the French company TAVENGINEERING SAS with the aim of strengthening its presence on the French market.

From support on new installations to modernization projects, from maintenance to training, TAVENGINEERING S.P.A. provides services based on quality, innovation, and responsibility, guided by a fundamental principle: ethics. Every corporate decision is inspired by the values of putting people at the center, integrity of principles, and sustainability of choices, directing all activities for the benefit of the company structure, its customers, the local community, and—more broadly—society as a whole.

1.2 PRODUCTS, SERVICES AND MARKETS

TAVENGINEERING S.P.A. provides the following engineering and service processes for vacuum furnaces and industrial plants:

  • design and manufacture of furnaces and equipment for heat treatment and welding chambers, both vacuum and non-vacuum;
  • preventive maintenance and on-call maintenance, repair and reconditioning of furnaces;
  • installation and start-up work;
  • technical assistance;
  • parts sales;
  • consultancy in the operational management of installations;
  • consultancy in the research and acquisition of accessories;
  • technical descriptions, documentation and operations manuals;
  • machining and direct production of components for vacuum systems;
  • research and testing laboratories, as well as metallurgical, vacuum, and electronics laboratories.

The customers of TAVENGINEERING S.P.A. are located all over the world. Most of them are located in European countries such as: Italy, Germany, Switzerland, France, Netherlands, Sweden; Eastern European countries, Asia, the Middle East and South America.

They are mainly:

  • manufacturers of aeronautical and aerospace components, third-party heat treatment providers, and toolmakers;
  • manufacturers of molds, heat exchangers, car components;
  • synthesizers;
  • research centers and laboratories;
  • other companies and workshops (industrial and/or craft scale).

2. GENERAL PRINCIPLES

2.1 THE NATURE AND PURPOSE OF THE CODE OF ETHICS

This Code of Ethics defines the values and principles of conduct relevant to TAVENGINEERING S.P.A., for the purposes of ensuring proper operation, reliability, compliance with laws and regulations, as well as safeguarding the reputation of TAVENGINEERING S.P.A.

The Code of Ethics is the official document in which the ethical principles in which TAVENGINEERING S.P.A. is reflected are set out and which, consistently, all the subjects with which it operates must be inspired.

The needs analyzed by this Code are not only legal and economic but are dictated by a precise social and moral commitment that TAVENGINEERING S.P.A. assumes.

2.2 SCOPE AND ADDRESSEES OF THE CODE OF ETHICS

All individuals operating on behalf of TAVENGINEERING S.P.A.—whether in senior positions (such as directors, statutory auditors, or individuals with management and representative functions) or as employees, collaborators (including occasional collaborators) and external consultants, suppliers and business partners, agents, distributors, and similar parties—are without exception required to comply with this Code of Ethics in the conduct of business and corporate activities.

Compliance with the Code of Ethics shall be considered an essential part of the contractual obligations of all the above parties to this document.

Any conduct contrary to the letter and the spirit of this Code of Ethics will be sanctioned in a manner proportionate to the severity of the violations committed, in accordance with the provisions of the disciplinary system.

Infringements by third parties will be sanctioned according to the criteria set out in the specific contractual clauses provided for.

2.3 GENERAL PRINCIPLES AND CRITERIA OF CONDUCT

2.3.1 HONESTY, MORAL INTEGRITY, FAIRNESS, TRANSPARENCY AND OBJECTIVITY

All those who work with and for TAVENGINEERING S.P.A. are required to diligently comply with applicable laws and regulations (regional, national, European, or those of other countries in which the company operates), as well as with the Code of Ethics and internal regulations.

All those who work with and for TAVENGINEERING S.P.A. must behave in accordance with the fundamental principles of:

  • honesty;
  • moral integrity;
  • correctness;
  • transparency;
  • objectivity;
  • respect for individual personality;

in the pursuit of corporate objectives and in all relationships with individuals and entities, both internal and external to TAVENGINEERING S.P.A.

2.3.2 NON-DISCRIMINATION AND RESPECT FOR HUMAN RIGHTS

TAVENGINEERING S.P.A. declares its opposition to any form of discrimination based on race, nationality, gender, age, disability, health status, sexual orientation, political or trade union opinions, philosophical views, or religious beliefs toward any internal or external party.

TAVENGINEERING S.P.A. also declares its commitment to respecting Human Rights, in compliance with the standards and international conventions of the International Labour Organization (ILO) and applicable laws, pursuing the following specific commitments:   

  • not to promote, employ or support the use of child labor;
  • not to promote, employ or support forced labor;
  • to ensure appropriate, safe, and healthy workplaces and to implement measures to prevent accidents, injuries, and occupational diseases, in compliance with applicable laws and reference standards;
  • to respect workers’ right to join trade union organizations;
  • not to engage in or support any form of discrimination against personnel based on any condition;
  • not use or support disciplinary practices or verbal abuse contrary to respect for the dignity of individuals;
  • to comply with and respect working hours as provided by law, national and local agreements, and applicable national collective labor agreements;
  • to remunerate employees in accordance with the applicable National Collective Labor Agreement (CCNL);
  • to implement a supplier qualification and monitoring process that takes into account the policies adopted with regard to respect for human rights;
  • to ensure that all personnel receive adequate training and awareness-raising on the implementation of these specific commitments.

2.3.3 CORRECTNESS AND TRANSPARENCY OF COMPANY INFORMATION

Every transaction and operation must be authorized, verifiable, properly executed, and recorded in the accounting system.

The circulation of information, for the purposes of preparing the financial statements and ensuring a clear and true representation of the company’s economic, equity, and financial position, must take place in accordance with the principles of accuracy, completeness, and transparency.

2.3.4 CASH FLOW MANAGEMENT

2.3.4.1 CASH FLOW MANAGEMENT

It is prohibited to substitute or transfer money, goods, or other assets deriving from illicit activities, or to carry out any other transactions in relation to them that could hinder the identification of their origin. It is also forbidden to use these assets in economic or financial activities.

To this end, as a preventive measure, available information (including financial information) on business counterparties and suppliers must be verified in order to ascertain their integrity and the legitimacy of their activities before establishing business relationships with them.

It is prohibited to put into circulation counterfeit or forged banknotes, coins, public credit instruments, revenue stamps, and watermark paper.

Anyone who receives counterfeit or stolen banknotes, coins, or public credit instruments as payment in transactions attributable to TAVENGINEERING S.P.A. is required to inform their supervisor, so that the appropriate reports can be filed.

TAVENGINEERING S.P.A. undertakes to comply with all national and international regulations and provisions on anti-money laundering (including any cases of self-laundering). The company's employees and associates must not, in any way or under any circumstances, receive or accept any promise of cash payments or risk being involved in money laundering related to illegal or criminal activities.

Before establishing relationships or entering into non-occasional contracts and other partners in long-term business relationships, employees and associates must ensure the moral integrity, reputation and good name of the other party.

2.3.4.2 ACCOUNTING RECORDS

All operations or transactions must be authorized, verifiable, legitimate, consistent, fair and correctly and promptly recorded and registered in the company accounting system according to the criteria required by law and on the basis of applicable accounting procedures.

Each operation must be supported by appropriate documentation in order to be able to carry out checks demonstrating the characteristics and reasons for the operation and identifying who authorized, carried out, recorded and verified the operation.

In order for the accounting records to meet the requirements of accuracy, completeness, and transparency, adequate and complete supporting documentation of the activities carried out must be retained in the company’s records, so as to enable:

  • the accurate identification and accounting recording of each transaction;
  • the immediate determination of its characteristics and underlying reasons;
  • the easy formal and chronological reconstruction of the transaction;
  • the verification of the decision-making, authorization, and implementation process;
  • as well as the identification of the various levels of responsibility and control.

Each ledger record must reflect exactly what is shown in the supporting documentation. Therefore, it is the responsibility of each designated employee or collaborator to ensure that supporting documentation is readily accessible and organized according to logical criteria, in compliance with company provisions and procedures.

Employees or collaborators—where the latter are assigned such responsibilities—who become aware of omissions, falsifications, or negligence in accounting records or supporting documentation are required to promptly report such matters to their Supervisor.

In particular, it is expressly prohibited for directors and statutory auditors to misrepresent material facts in the financial statements, corporate books, and communications addressed to shareholders and/or third parties, or to omit information required by law regarding the economic, equity, and financial position of TAVENGINEERING S.P.A., in such a way as to mislead recipients or cause financial harm to shareholders, corporate creditors, and other third parties with vested interests, including with regard to compliance with tax and customs regulations.

2.3.5 TRANSPARENCY AND COMPLETENESS OF INFORMATION

Collaborators of TAVENGINEERING S.P.A. are required to provide complete, transparent, understandable and accurate information in order to enable interested parties to reach, in the development of the relationships that are established, autonomous and informed decisions.

In particular, in the formulation of any form of agreement, TAVENGINEERING S.P.A. shall take particular care to inform the contracting party, in a clear and comprehensible fashion, of the behavior expected when fulfilling the relationship established.

2.3.6 CONFIDENTIALITY AND TREATMENT OF INFORMATION

TAVENGINEERING S.P.A. ensures the confidentiality of the information in its possession and refrains from seeking confidential data, except in cases of express and informed authorization and in compliance with applicable laws.

The employees of TAVENGINEERING S.P.A. are required not to use confidential information constituting company assets for purposes not connected with the exercise of their business and not to process the same information in a manner contrary to the authorizations received and the established company procedures.

All data subjects' information must be handled by TAVENGINEERING S.P.A. in full compliance with applicable data protection laws.

2.3.7 QUALITY AND SAFETY OF PRODUCTS AND SUPPLIES

Quality is for TAVENGINEERING S.P.A. a strategic objective that involves at every level the staff of the various company functions.

Quality is understood by TAVENGINEERING S.P.A. as meeting the needs of the market and of internal and external customers, as well as complying with the various applicable mandatory requirements.

Quality therefore translates into:

  • a significant presence in the market;
  • customer satisfaction;
  • assurance of long-term functionality, reliability, and safety of the products sold and services provided;
  • commitment to continuous improvement.

Since 2007 the Quality Management System of TAVENGINEERING S.P.A. has been certified according to the International Standard UNI EN ISO 9001.

This Quality Management System is considered an integral part of this Code of Ethics.

Attached to this Code of Ethics (ANNEX CE_A01) is the “Quality Policy” (excerpt from the Quality Manual – Chapter 2 – Annex 2.1).

2.3.8 FAIR COMPETITION, INTELLECTUAL PROPERTY AND INTERNATIONAL TRADE

TAVENGINEERING S.P.A. complies with competition laws in force in the countries in which it operates, and intends to protect the value of fair competition by refraining from conduct which could constitute unfair competition.

TAVENGINEERING S.P.A. also operates in full compliance with intellectual property (IPR) rules and international trade rules and practices.

2.3.9 PREVENTION OF CONFLICT OF INTEREST

TAVENGINEERING S.P.A. takes steps to ensure that its own employees, directors, representatives and collaborators do not face conflicts of interest.

All decisions and actions undertaken by employees and collaborators of TAVENGINEERING S.P.A. must be aimed at achieving the best possible benefit for TAVENGINEERING S.P.A. and at pursuing social development. TAVENGINEERING S.P.A. therefore establishes the following rules:

  • Directors may not carry out or collaborate in transactions (or participate in the related resolutions) in which they have an interest that conflicts, even partially, with that of TAVENGINEERING S.P.A.;
  • employees and collaborators of TAVENGINEERING S.P.A. may not engage in business dealings or other professional activities that compete with the interests of TAVENGINEERING S.P.A. and with the objectives it pursues, as set out in the articles of association and referred to in this Code.

The employees and collaborators of TAVENGINEERING S.P.A. may not participate in or cooperate in any way in any transaction, financial transaction or investment made by TAVENGINEERING S.P.A. from which they may derive a profit or any other kind of personal advantage not provided for in contract, except in the case of an express authorization by TAVENGINEERING S.P.A. itself.

It is the duty of all employees, contractors and directors of TAVENGINEERING S.P.A. to avoid and prevent a conflict of interest.

Anyone who becomes aware of the possibility of a conflict of interest should immediately inform management.

Any employee or collaborator entrusted with conducting negotiations with private parties on behalf of TAVENGINEERING S.P.A. must inform Company Management whenever there is a possibility that a conflict of interest may arise.

In order to respect the principle of fairness and transparency and to guarantee the trust of the community and the beneficiaries of its interventions, TAVENGINEERING S.P.A. shall ensure that all the addressees of this Code are not subject to a conflict of interest.

2.3.10 GRATUITIES, GIFTS AND BENEFITS

TAVENGINEERING S.P.A. condemns all forms of corruption, illicit favors, collusive conduct, and the direct and/or indirect solicitation of personal advantages.

No form of offer, giving, or promise of money, goods, or future benefits (e.g., cash, items, services, favors) of any kind to/from third parties is permitted—with particular reference to Italian and foreign public officials, their relatives and associates, as well as all private counterparties—where such conduct could, even indirectly, be interpreted as exceeding the normal expressions of courtesy accepted in business practice, or in any case aimed at obtaining preferential treatment in the conduct of business.

The only permitted forms of courtesy must fall within the concept of modest value and be intended to promote the image of TAVENGINEERING S.P.A. or initiatives promoted by it; in any case, they must be authorized by Management and supported by appropriate documentation.

2.3.11 USE OF COMPUTER SYSTEMS

It shall be prohibited to alter in any way the functioning of a computer or telematic system or to intervene without right in any way on data, information or programs contained in one of those systems.

All employees and users of company information systems are required to comply with the procedures for the use of company information systems, in compliance with the privacy legislation (GDPR and Privacy Code) and the NIS2 Directive.

2.4 HUMAN RESOURCES

TAVENGINEERING S.P.A. protects and promotes the value and development of human resources.

2.4.1 RECRUITMENT

The evaluation of applications must be carried out on the basis of the correspondence between candidates’ profiles and the company’s needs and requirements, in compliance with equal opportunity principles for all interested parties.

The information requested from candidates must be strictly related to verifying the individual’s professional and psycho-aptitudinal profile, as well as compliance with national and international legal requirements, in accordance with the principles of non-discrimination and personal data protection set out in this Code of Ethics and provided for by law.

2.4.2 TERMS OF EMPLOYMENT

Personnel are hired with a regular employment contract. No forms of irregular employment are permitted.

Upon the establishment of the employment relationship, each employee must receive accurate information regarding:

  • the characteristics of the function to which they belong, the responsibilities of their role, and the duties to be performed;
  • regulatory and remuneration elements, as governed by the National Collective Labor Agreement (CCNL) applied at TAVENGINEERING S.P.A.;
  • the rules and procedures to be adopted in order to avoid conduct contrary to the law, internal regulations, and this Code of Ethics.

2.4.3 MANAGEMENT OF EMPLOYEES

Each manager is required to make the most of employees’ working time by requiring performance consistent with the performance of the duties and work organization plans.

It constitutes an abuse of a position of authority to require, as an act owed to a hierarchical superior, services, personal favors, or any conduct that constitutes a violation of this Code of Ethics.

The management of the employee must be carried out in accordance with the systems and through the use of the tools provided by the personnel office.

In relationships involving the establishment of hierarchical structures, TAVENGINEERING S.P.A. prohibits any conduct that may be considered detrimental to the dignity and autonomy of the employee. Furthermore, it requires hierarchical superiors to manage relationships in accordance with the principles of fairness and integrity.

2.4.4 WORKERS' RIGHTS

2.4.4.1 OCCUPATIONAL HEALTH AND SAFETY

TAVENGINEERING S.P.A. undertakes to establish and maintain safe and healthy working environments in compliance with the occupational health and safety regulations in force in the countries in which it operates, and to promote and consolidate a culture of workplace health and safety by raising awareness of risks and encouraging responsible behavior among all collaborators.

The ultimate objective of TAVENGINEERING S.P.A. is to continuously improve business processes, constantly reducing their security risks until the complete elimination of the risks themselves, where technically possible.

To this end, it shall implement technical and organizational measures, by introducing:

  • an integrated risk, security and asset management system to be protected;
  • system checks and updates to guard against safety risks;
  • training and communications initiatives.

Since 2022, the Workplace Safety Management System of TAVENGINEERING S.P.A. has been certified according to the International Standard UNI EN ISO 45001.

2.4.4.2 PRIVACY POLICY

Employee privacy is protected by standards that specify the type of information to be requested from the employee and how it is handled and stored, in full compliance with privacy laws (GDPR and Privacy Code).

It excludes any survey of personal ideas, preferences, tastes and, in general, information from employees that does not pertain to the purposes of recruitment and employment management according to the criteria set out in this Code of Ethics.

These standards also prohibit the communication or dissemination of personal data without prior consent of the data subject, except as provided for by law.

2.4.4.3 PROTECTION OF INDIVIDUALS

TAVENGINEERING S.P.A. undertakes to protect the moral integrity of its employees by guaranteeing the right to working conditions that respect the dignity of the individual.

For this reason, acts of physical or psychological violence, sexual harassment, and any discriminatory, harmful, or offensive attitude or behavior toward individuals, their beliefs, or their preferences are not tolerated.

Any employee who believes they have been subjected to harassment or discriminated against on the grounds of age, gender, race, health status, nationality, political opinions, religious beliefs, etc., may report the incident to Company Management, which will assess any violation of the Code of Ethics.

2.4.5 WORKER'S DUTIES

2.4.5.1 GENERAL CONDUCT CRITERIA

The employee must act fairly, in compliance with the obligations entered into in the employment contract, with the Code of Ethics and internal regulations, ensuring high standards of performance.

It is prohibited to solicit or accept, for oneself or for others, recommendations, preferential treatment, gifts, or other benefits from parties with whom one has dealings, and to avoid receiving benefits of any kind that may be or appear to be capable of influencing one’s independence of judgment or impartiality.

2.4.5.2 PROTECTION OF COMPANY ASSETS

Each employee is required to act diligently to safeguard the company assets assigned to them and to prevent their fraudulent or improper use, through responsible conduct consistent with the objectives and operating rules established to regulate their use, and by accurately documenting their utilization.

The use of company tools by employees and/or consultants of the company (for the latter within the contractually stipulated limits) must be functional and exclusive to the performance of the work activities or for the purposes authorized by the internal functions in charge.

TAVENGINEERING S.P.A. reserves the right to prevent improper and/or unlawful use of its assets and infrastructures through the use of appropriate control systems.

2.4.5.3 INFORMATION MANAGEMENT

The employee must be aware of and comply with the company policies and rules on information security in order to ensure the integrity, confidentiality, and availability of information, in full compliance with data protection regulations (GDPR and the Privacy Code) and with cybersecurity regulations (NIS2).

The information acquired in carrying out the assigned activities must remain strictly confidential and appropriately protected and may not be used, communicated or disclosed, either inside or outside TAVENGINEERING S.P.A., except in accordance with the laws in force and company procedures.

Each employee is required to prepare their documents using clear, objective, and comprehensive language, thereby allowing any necessary checks by colleagues, supervisors, or authorized external parties who may request them.

2.4.5.4 INFORMATION AND WHISTLEBLOWING REQUIREMENTS

In compliance with the provisions of Legislative Decree No. 24/2023, TAVENGINEERING S.P.A. has established an internal reporting channel that allows authorized parties to report any violations of national or European Union regulations, as well as of the principles set out in this Code of Ethics, which may harm the public interest or the integrity of public administration or of TAVENGINEERING S.P.A. Through the active and responsible participation of employees and third parties in reporting any conduct that does not comply with the aforementioned regulations, TAVENGINEERING S.P.A. is able to promptly adopt the necessary corrective measures.

The report, even anonymously, can be sent by employees, job applicants, consultants, collaborators, volunteers, trainees, shareholders and directors.

The report must be adequately substantiated, i.e. it must contain sufficient details to enable the reported facts to be ascertained (e.g. elements to identify the conflicted parties, the context, place and time period of the reported facts and supporting documentation). A report may be submitted through the internal channel, which is designed to ensure the confidentiality of the whistleblower’s identity, either by written communication sent by registered mail with return receipt to the address of the Whistleblowing Management Officer, as identified in the Whistleblowing Procedure, or orally during a meeting arranged with said Officer. The Whistleblowing Manager who receives a report, in any form (written or oral), must promptly, and in any case within 7 days, send an acknowledgment of receipt to the reporter and within 3 months of such notice, an acknowledgment will be given on the action that is taken or is intended to be taken.

Absolute confidentiality is guaranteed to the reporting person and to all individuals involved in the report. In the case of anonymous reports, it is not possible to trace the identity of the sender. No form of personal or professional retaliation for reporting is permitted or tolerated. All personal data processing is carried out in compliance with data protection legislation.

For further information please refer to the procedure available on the company website at the following link: https://www.tav-engineering.com/docs/whistleblowing.it.htm

2.5 RELATIONS WITH CUSTOMERS AND SUPPLIERS

2.5.1 ESTABLISHMENT AND MAINTENANCE OF BUSINESS RELATIONSHIPS

When establishing business relationships with new customers and/or suppliers, and in managing existing ones, it is prohibited—on the basis of public and/or available information obtained in compliance with applicable regulations—to establish or maintain relationships:

  • with parties involved in illicit activities and, in any case, with parties lacking the necessary standards of integrity and commercial reliability;
  • with parties who, even indirectly, hinder human development and contribute to the failure to respect human dignity and individual personality and/or to the violation of fundamental human rights (e.g., by exploiting child labor, failing to comply with occupational safety regulations, etc.) and environmental protection;
  • with parties that do not formally commit to TAVENGINEERING S.P.A.—for example, through contractual arrangements—to comply with applicable labor laws (with particular attention to child labor) and occupational health and safety regulations, as well as, more generally, all the principles set out in this Code of Ethics, and to in turn extend these requirements throughout their own supply chain.

In managing business relationships, TAVENGINEERING S.P.A. therefore places the utmost attention on avoiding the establishment and maintenance of relationships with third parties (customers, suppliers, and partners) that are present and/or operating in countries included in the FATF-GAFI list (combating money laundering and the financing of international terrorism) and/or included in the “black list” of non-cooperative countries identified by the European Union and the Italian Revenue Agency (so-called “tax havens”). The utmost attention is also paid to dealing with third parties (customers, suppliers and partners) present and/or operating in war-torn or high-risk areas and in countries that violate human rights.

Finally, it is prohibited to:

  • perform services in favor of partners that are not adequately justified within the context of the associative relationship established with them;
  • grant compensation to external collaborators that is not adequately justified by the characteristics of the assignment to be performed or that does not fall within normal market values.

2.5.2 CUSTOMER RELATIONS

Professionalism, competence, availability, respect, and integrity represent the guiding principles and the standard of conduct to be followed in relationships with customers.

In order to safeguard the company’s image and reputation, relationships with customers must be based on:

  • full transparency and fairness;
  • compliance with the law;
  • independence from all forms of conditioning, both internal and external.

2.5.3 CUSTOMER CONTRACTS AND COMMUNICATIONS

Contracts and communications to customers shall be:

  • clear and simple, formulated in language as close as possible to the language normally used by the interlocutors;
  • compliant with laws in force, without recourse to misleading or improper practices;
  • compliant with the company's business policies and the parameters defined in these policies;
  • complete, and therefore without neglecting any details of importance to enable customers to take decisions.

2.5.4 SUPPLIER RELATIONS

Any purchase made on behalf of TAVENGINEERING S.P.A. must be carried out with loyalty, integrity, confidentiality, diligence, professionalism, and objectivity of judgment, by qualified personnel who assume responsibility for their evaluations and decisions, while ensuring compliance with all relevant regulatory provisions in the procurement process.

The assumption of commitments and the management of relationships with current and potential suppliers must be carried out in compliance with the provisions of this Code of Ethics regarding the prevention of conflicts of interest. Specifically, the parties responsible for and involved in the procurement process:

  • are required to comply with the principles of impartiality and independence in the performance of their assigned duties and functions, operating on the basis of objective and verifiable criteria;
  • must remain free from personal obligations toward suppliers; any personal relationships of employees and/or consultants with suppliers must be reported to the relevant management before entering into any negotiation;
  • must maintain relationships and conduct negotiations with suppliers in such a way as to create a solid foundation for mutually beneficial relationships of appropriate duration, in the interest of the company;
  • are strictly required to immediately report to Company Management any attempt or instance of interference with normal business relationships;
  • must not offer goods or services—particularly in the form of gifts—to personnel of other companies or entities in order to obtain confidential information or significant direct or indirect benefits for themselves or for the company, without prejudice to the general provisions of this Code of Ethics;
  • must not accept goods or services from external or internal parties in exchange for the disclosure of confidential information or the initiation of actions or conduct intended to favor such parties, even where there are no direct repercussions for TAVENGINEERING S.P.A.

2.5.6 TRANSPARENCY AND EFFICIENCY OF THE PROCUREMENT PROCESS

To ensure maximum transparency and efficiency in the procurement process, company procedures must guarantee:

  • the separation of roles between the organizational unit requesting the supply and the unit entering into the contract;
  • adequate traceability of the decisions adopted;
  • the retention of information as well as all relevant documents relating to the management of the relationship.

In addition, any contract of an amount deemed significant must be continuously monitored and signed by entities with appropriate powers.

2.5.7 CONTRACTUAL CLAUSES RELATING TO ETHICAL CONDUCT IN SUPPLIES

Violations of the principles set out in the Code of Ethics involve sanctions mechanisms. To this end, specific clauses must be included in individual contracts to ensure compliance with the Code of Ethics within the scope of supply relationships.

2.6 CRITERIA FOR CONDUCT IN EXTERNAL RELATIONS

2.6.1 EXTERNAL RELATIONS

In order to safeguard its communication and public relations policy, its image and the correctness of the information provided, TAVENGINEERING S.P.A. requires that:

  • no employee and/or collaborator provide interviews or any type of statements or information regarding TAVENGINEERING S.P.A. to unqualified external parties or accredited journalists unless authorized by the Head of Communications;
  • any employee and/or collaborator who is approached by unqualified external parties or accredited journalists to provide statements or information regarding TAVENGINEERING S.P.A., where such disclosure could result in damage to the company, must refer the requesting parties to the competent corporate bodies;
  • no employee and/or collaborator, unless duly authorized, use the name of TAVENGINEERING S.P.A. in any manner toward third parties in order to obtain advantages for themselves or for others.

2.6.2 RELATIONS WITH POLITICAL PARTIES, TRADE UNIONS AND ASSOCIATIONS

TAVENGINEERING S.P.A. does not finance parties either in Italy or abroad, their representatives or candidates, nor does it sponsor congresses or parties for the exclusive purpose of political propaganda. It refrains from any form of direct or indirect pressure on political figures (e.g., accepting recommendations for hiring purposes, consultancy contracts).

2.6.3 RELATIONS WITH THE PUBLIC ADMINISTRATION

Relations with the Public Administration must be conducted with the utmost transparency, clarity, and integrity, and must be such as not to give rise to partial, distorted, ambiguous, or misleading interpretations by any public institutional entity with which relationships are maintained in any capacity, in full respect of the respective roles.

Contacts with the Public Administration, whether Italian or foreign, are limited to individuals who are specifically and formally authorized by TAVENGINEERING S.P.A. to negotiate or maintain contacts with such administrations, public officials, entities, organizations, and/or institutions.

In particular, it is not permitted to promise or offer, directly or indirectly, money, gifts of any kind, or other benefits to managers, officials, or employees of the Public Administration.

Other prohibited conduct during business negotiations with representatives of the Public Administration includes, by way of example, promoting—by any means—employment and/or business opportunities that may benefit Public Officials and/or Public Service Employees; soliciting, obtaining, or exchanging confidential information that could compromise the integrity and reputation of both parties; and, more generally, carrying out any other act intended to induce Italian or foreign Public Officials and/or Public Service Employees to perform or omit actions in violation of the laws of the legal system to which they belong.

It is prohibited to allocate subsidies or funding, even sums of modest value, obtained from the government or other public bodies, for purposes other than those for which they were granted.

Finally, the Company condemns any conduct aimed at obtaining from the State or any other public body any type of grant, funding, subsidized loan, or other similar benefit through altered or falsified statements and/or documents, or by means of omitted information, or more generally through deceitful practices or misrepresentation, including those carried out through an information technology or telematic system, intended to mislead the granting authority.


2.6.4 RELATIONSHIPS WITH THE JUDICIAL AUTHORITY AND AUTHORITIES WITH POWERS OF INSPECTION WITHIN THE SCOPE OF INSPECTIONS, ACCESS AND VERIFICATIONS CONDUCTED BY THESE AUTHORITIES

The Company acts in accordance with the law and does not, within the limits of its competence, hinder the proper administration of justice.

In carrying out its activities, the Company operates lawfully and fairly, collaborating with representatives of the judicial authorities, law enforcement agencies and any public officials with inspection powers.

2.7 ENVIRONMENTAL PROTECTION

TAVENGINEERING S.P.A. promotes production policies that balance the needs of economic development and value creation inherent to business activities with the requirements of environmental protection and safeguarding.

TAVENGINEERING S.P.A. complies with applicable environmental laws and regulations in every country in which it operates and contributes to the sustainable development of the territory, including through the use of the best available technologies, continuous monitoring of corporate processes, and the identification of industrial solutions with the lowest environmental impact in terms of the choice of materials and resources, packaging, distribution, and product management, including with regard to the selection of suppliers.

Since 2025 the Environmental Management System of TAVENGINEERING S.P.A. has been certified according to the International Standard UNI EN ISO 14001.

3. BREACH OF THE CODE

All Addressees must respect and promote the application of the Code of Ethics and disseminate the ethical principles and values of TAVENGINEERING S.P.A.

3.1 EMPLOYEE AND DIRECTOR SANCTIONS SYSTEM

Failure to comply with and/or violation of the rules of conduct set out in the Code of Ethics by employees of TAVENGINEERING S.P.A. constitutes a disciplinary offense and results in the application of disciplinary sanctions—pursuant to the sanctioning framework provided by law, the applicable National Collective Labor Agreement, and the internal regulations of TAVENGINEERING S.P.A.—proportionate to the seriousness and nature of the facts, as well as compensation for any damages caused by such violation.

The ascertainment of the aforementioned violations, the management of disciplinary proceedings, and the imposition of sanctions remain within the remit of the company functions specifically appointed and delegated for such purposes.

3.2 SANCTIONS SYSTEM AGAINST CONTRACTORS, SUPPLIERS, CONSULTANTS AND BUSINESS PARTNERS

Any conduct carried out by collaborators, suppliers, consultants, and business partners contractually linked to TAVENGINEERING S.P.A. through a relationship other than employment, in violation of the provisions of this Code, constitutes a contractual breach and may, in the most serious cases, also result in the termination of the contractual relationship, without prejudice to any claim for damages where such conduct causes harm to TAVENGINEERING S.P.A.

4. IMPLEMENTATION PROCEDURES

In order to ensure compliance with the principles of the Code, TAVENGINEERING S.P.A. guarantees:

  • its widest possible dissemination and accessibility;
  • uniform interpretation and implementation;
  • the conduct of checks regarding reports of violations and the application of the relevant sanctions;
  • the prevention and suppression of any form of retaliation against those who contribute to the implementation of this Code;
  • periodic updates, based on needs that may arise from time to time, including in light of the activities described above.