Governance

 Piazza Italia

ETHICAL COMPANY

Piazza Italia S.p.A. with the adoption of the Code of Ethics, expresses the commitment to operate in the conduct of business and corporate activities, as well as in compliance with the laws and regulations in force, also in compliance with certain ethical principles and behavioral standards. The Code represents the set of values ​​pursued by Piazza Italia S.p.A. in carrying out its business activities, defining the guiding principles of its conduct.

The objectives of the Code are corporate management according to criteria of ethics and professional correctness and economic efficiency in internal relationships (top management, management, employees, collaborators) and with stakeholders external to the company (business and market), in order to encourage unambiguous behavioral guidelines and the consolidation of a positive corporate reputation.

ethical company

ORGANIZATIONAL CONTROL AND MANAGEMENT MODEL 231

Sensitive to the need to spread and consolidate the culture of transparency and integrity and aware of the importance of ensuring conditions of correctness in the conduct of business and corporate activities to protect the position and its image and reputation and the expectations of all stakeholders, Piazza Italia has decided to adopt the Organisation, Management and Control Model provided for by Legislative Decree no. 231/2001, establishing the reference principles.

Although the adoption of the Model by companies is not mandatory, but only optional, the Company intends to adopt the Model envisaged by the Decree also in order to raise awareness of all those who promote in the name and on behalf of the same, so that they observe - in carrying out of their activities and duties - correct behavior, such as to prevent the risk of committing the crimes envisaged by the Legislator.

organisation, management and control model

WHISTLEBLOWING

In order to combat and prevent corruption, mismanagement and, more generally, violations of the law, the Company Piazza Italia S.p.a. in compliance with the provisions of Legislative Decree no. 24 of 10 March 2023 containing "Implementation of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons reporting violations of Union law and containing provisions on the protection of persons reporting violations of national regulatory provisions", as well as the indications provided by ANAC, has set up specific internal channels to allow stakeholders to report, in a secure and confidential manner, behaviors, acts or omissions that may constitute violations of internal or external regulations to the Company.

Who can report?

The following people are entitled to report:

  • employees;

  • self-employed workers;

  • collaborators, freelancers and consultants;

  • interns and trainees, whether paid or unpaid;

  • shareholders and persons with administrative, management, control, supervisory or representative functions, even if such functions are exercised on a mere factual basis.

The report may be made:

  • when the legal relationship is ongoing;

  • during the probationary period, if the information was acquired during the selection process or in other pre-contractual phases;

  • when the legal relationship has not yet begun, if the information on the violations was acquired during the selection process or in other pre-contractual phases;

  • after the termination of the legal relationship, if the information on the violations was acquired before the termination of the relationship itself (pensioners).

Are anonymous reports allowed?

Anonymous reports are allowed if they are sufficiently detailed and are treated in the same way as “nominative” reports. In this case, the protective measures for retaliation will be applicable only if the reporting person is subsequently identified

What can be reported?

The report can concern two types of violations, as summarized below:

Violations of national legislation

1. Illicit acts in the matters specifically indicated in art. 2 paragraph I letter A numbers 3-6 of Legislative Decree 24/23 (violations of the consumer code, protection of personal data, environmental crimes, etc.)

2. Where a Model 231 is adopted: Illicit conduct relevant pursuant to Legislative Decree 8 June 2001, n. 231 (predicate crimes, for example: Undue receipt of funds, fraud against the State, a public body or the European Union for the purpose of obtaining public funds, computer fraud against the State or a public body and fraud in public supplies), or violations of the Organization and Management Model adopted pursuant to Legislative Decree 231/01 or the Company's Code of Ethics.

Violations of European legislation

1. Offences that fall within the scope of application of European Union acts relating to the following sectors: public procurement; financial services, products and markets and prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; radiation protection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; protection of privacy and protection of personal data and security of networks and information systems.

2. Acts or omissions that harm the financial interests of the Union (for example, fraud, corruption and any other illegal activity related to Union expenditure).

3. Acts or omissions affecting the internal market (for example, infringements of competition and State aid).

4. Acts or conduct that frustrate the object or purpose of the provisions of Union acts (e.g. acts that harm the principle of free competition)

What CANNOT be reported?

• news that is clearly unfounded, information that is already entirely in the public domain, as well as information acquired solely on the basis of indiscretions or rumours that are not very reliable (so-called “corridor gossip” or “hearsay”).

• disputes, claims or requests related to a personal interest of the reporting person or of the person who has filed a complaint with the judicial or accounting authority that relate exclusively to their individual employment or public employment relationships, or inherent to their employment or public employment relationships with hierarchically superior figures. Therefore, excluded are, for example, reports regarding labor disputes and pre-litigation phases, discrimination between colleagues, interpersonal conflicts between the reporting person and another worker or with hierarchical superiors, reports relating to data processing carried out in the context of the individual employment relationship in the absence of harm to the public interest or the integrity of the public administration or private entity;

• violations already regulated on a mandatory basis by the European Union or national acts indicated in Part II of the Annex to the Decree or by the national acts that implement the European Union acts indicated in Part II of the Annex to Directive (EU) 2019/1937, even if not indicated in Part II of the Annex to the Decree (for example, reports regulated by Legislative Decree 1 September 1993, no. 385 "Consolidated law on banking and credit" and by Legislative Decree 24 February 1998, no. 58. - Consolidated law on provisions on financial intermediation are excluded);

• violations of national security, as well as procurement relating to aspects of defence or national security, unless such aspects fall within the relevant secondary legislation of the European Union.

• Problems relating to goods and services provided by the Company (e.g. complaints)

What information must the report contain?

Reports must be as detailed as possible, including all the elements useful to the management body to carry out the checks and investigations necessary to assess their validity.

To this end, the whistleblowers must provide at least the following elements:

• the circumstances of time and place in which the fact that is the subject of the report occurred;

• the description of the fact with an indication of the known circumstances (of manner, time and place);

• the personal details or other elements that allow the identification of the person to whom the reported facts are to be attributed (the so-called reported person).

• Unless the report is anonymous, the personal details of the person making the report, with an indication of the position or function performed within the company;

• the absence of any private interests connected to the report and their good faith;

• any information or evidence (attaching the relevant documents) that may provide useful feedback on the existence of what has been reported, in particular also the indication of any other persons who may report on the facts being reported;

• Where the report is not anonymous, the identifying data of the reporting person (name, surname, qualification, etc.). As will be better explained, the latter are assisted by specific technical and organizational security measures aimed at guaranteeing absolute confidentiality of the identity of the reporting person.

Where the report is sent in written form via the Whistleblowing Portal, the reporting person will be guided in providing these elements by the questions provided in the reporting form.

In any case, where the report is not adequately detailed, the Management Body may request additional elements from the reporting person via the Whistleblowing Portal or even in person, where the reporting person has requested a direct meeting.

Reports must not contain excessive personal data, but only the data necessary to demonstrate the validity of the complaint. As a rule, therefore, no special data should be included, nor personal data suitable for revealing the state of health or judicial matters.

How can you report?

The whistleblower has the option of making a Report, written or oral, using the internal channels listed below:

Reports in written form:

I) Through the digital whistleblowing platform, it can be reached at the following dedicated web address:

https://www.piazzaitalia.it/governance

At the link for using the platform, the whistleblower can choose whether to proceed with the guided compilation of the report, selecting the expressly provided options that will allow him to provide the elements characterizing the report (facts, temporal context, etc.) and whether he intends to freely add further text messages in the box that expressly provides for this possibility.

The Platform allows the whistleblower to reveal his identity or not.

When the report is sent, the platform will issue the reporting party with a receipt for the submission of the report and the Report Manager will be responsible for providing feedback in the manner and timeframes required by law or contacting the reporting party if there is a need to gather more information.

II) By registered mail with return receipt:

The reporting party may send a written report by registered letter with return receipt to the address of the Report Manager (internal subject), to the domicile elected at the registered office of the Company located in Nola (NA), Interporto Campano, Lotto D1.

In this case, in order to guarantee confidentiality and avoid inappropriate use of the data, the report must be contained in a double envelope, the first of whichwith the reporting person's identification data together with a photocopy of the identification document; the second with the report, so as to separate the reporting person's identification data from the report.

Both envelopes must be placed in a third envelope bearing the address and the specific heading: "Reserved for the internal reporting manager".

Reporting by word of mouth:

In the event that the reporting person wishes to make an oral report, he or she may:

  • send a voice message to the following dedicated telephone number +393336539423, indicating the Company for which the reporting person is submitting his or her report and a contact number at which he or she may be contacted;

  • make a voice call to the following dedicated telephone number +393336539423 during the 9-13 time slot from Monday to Friday, indicating the Company for which the reporting person is submitting his or her report and a contact number at which he or she may be contacted. It is acknowledged that since there is no recording tool, the Manager will be required to draw up a detailed report of the same and then proceed to have it signed by the reporting party, who will then be given a copy of the report.

  • request the Reporting Manager, by telephone call or voice message to the following dedicated telephone number +393336539423, to arrange a meeting in physical presence at the same time or also by remote communication systems, guaranteeing the confidentiality criteria imposed by law (e.g. choice of environments and times of the meeting).

Who can provide assistance to the reporting party?

If the Reporting Party needs assistance for the correct use of the reporting channels, they can contact the Reporting Manager by contacting him at the following email address whistleblowing@piazzaitaliastore.it or at the dedicated number +393336539423

It should be noted that the above email address does NOT constitute an alternative reporting channel. In order not to lose the guarantees of confidentiality and security of information, therefore, in the communication to the Reporting Manager, details of the report (factual circumstances, name of the reported person and/or witnesses, etc.) should NOT be included, but assistance should only be requested, agreeing on the terms.

Alternatively, the reporting person may decide to contact a person in whom he/she places his/her trust, who, acting as a "Facilitator" pursuant to the legislation in question, receives similar protection as the reporting person.

How can a sent report be consulted and its outcome be known?

When sending the report via the Whistleblowing Portal, the reporting person will receive confirmation that the report has been sent to the Management Body.

The Management Body, therefore:

- issues the reporting person, who has indicated his/her own contact details, an acknowledgement of receipt within 7 days of the date of receipt of the report;

- provides timely feedback to any requests forwarded by the reporting person through the reporting channels;

- provides feedback to the report within three months from the date of acknowledgement of receipt or, in the absence of such acknowledgement, from the expiry of the seven-day period from the submission of the report.

Who manages the report?

The Management Body is the Lawyer Mariateresa Pezzullo, an internal figure of the Company.

The Management Body, as Recipient of the Report:

  • is autonomous and independent;

  • guarantees a fair and impartial judgment on the report received;

  • respects the confidentiality obligations, especially on the identity of the reporter, the reported person and the other subjects involved (facilitator, family members, work colleagues, witnesses, etc.);

  • manages the report (assesses admissibility and carries out the investigation on the facts or conduct reported);

  • manages the discussions with the reporter (acknowledgements of receipt and closure of the report and exchanges of information);

  • communicates the outcome to the reporting person (giving an account of the measures planned or adopted or to be adopted to follow up on the report and the reasons for the choice made);

  • ensures adequate publicity for this procedure and on the other channels (external channel, public disclosure, complaint) provided for by Legislative Decree 24/2023 with particular regard to the conditions for accessing it by the competent subjects and procedures.

If the report is submitted to a subject other than the one identified and authorized by the administration or body, the latter will proceed to transmit it, within seven days of its receipt, to the competent subject, giving simultaneous notice of the transmission to the reporting person.

In the event that the reporting person believes that the management body is in a conflict of interest, he/she may address his/her report through the external channel to Anac.

What are the protections for the reporting person?

The protection system provided for by Legislative Decree no. 24/2023 is divided into the following types of protection:

1. protection of the confidentiality of the reporting person, the facilitator, the person involved and the persons mentioned in the report;

2. protection from any retaliatory measures adopted by the entity due to the reporting, public disclosure or complaint made and the conditions for its application;

3. limitations of liability with respect to the disclosure and dissemination of certain categories of information that operate when certain conditions are met;

4. the provision of support measures by Third Sector entities included in a special list published by ANAC.

These measures are extended, in addition to the reporting person, to the following subjects:

  • the facilitator (a natural person who assists the reporting person in the reporting process, operating within the same work context and whose assistance must remain confidential). By way of example, the facilitator could be a colleague from an Office other than the one to which the reporting person belongs who assists the latter in the reporting process on a confidential basis, i.e. without disclosing the information learned. The facilitator may be a colleague who also holds the qualification of a trade unionist if he or she assists the whistleblower in his or her name and on his or her behalf, without using the trade union acronym;

  • people in the same work context as the reporting person, the person who filed a complaint or the person who made a public disclosure and who are linked to them by a stable emotional or kinship bond within the fourth degree;

  • work colleagues of the reporting person or the person who filed a complaint or made a public disclosure, who work in the same work context as the same person and who have a habitual and current relationship with said person.

  • entities owned by the reporting person or for which the same people work as well as entities that operate in the same work context as the aforementioned people.

Waivers and transactions, whether complete or partial, that have as their object the rights and protections provided for by the decree are not valid, unless they are carried out in the protected locations referred to in art. 2113, paragraph 4, of the civil code.

How is the confidentiality of the whistleblower protected?

The Company guarantees the confidentiality of the identity of the whistleblower starting from the stage of receiving the report, in compliance with the provisions of the law. To this end, the personal identifying data of the whistleblower cannot be directly viewed in the report and are stored in such a way as to be visible exclusively to the body responsible for managing the report. The company adopts all the guarantees and technical and organizational measures required by law in order to protect the confidentiality of the identity of the whistleblower, so that it is not revealed to third parties without the express consent of the latter, except in the case of reports in bad faith or defamatory. These measures include the obscuring of personal data, especially those relating to the whistleblower but also of other subjects whose identity, pursuant to Legislative Decree 24/2023, must remain confidential (the facilitator, the reported person, the other persons mentioned in the report), if, for investigative reasons, other subjects must also be made aware of the content of the report and/or the documentation attached to it.

When can the identity of the whistleblower be revealed?

In the event of disciplinary proceedings, the identity of the whistleblower cannot be revealed if the dispute of the disciplinary charge is based on investigations that are separate and additional to the report, even if consequent to the same; the identity of the whistleblower may be revealed only if:

• the dispute is based, in whole or in part, on the report itself and knowledge of the identity of the whistleblower is absolutely essential for the defense of the accused; and

• there is the consent of the whistleblower.

In this case, the Company will take care to communicate, always in advance, in written form to the whistleblower the reasons that lead to the disclosure of his or her identity.

In what cases is the protection of the whistleblower not guaranteed?

No retaliation or discrimination, direct or indirect, can be incurred by anyone who has made a report in good faith, regardless of whether the report is later revealed to be well-founded or not.

Sanctions are envisaged against anyone who violates the measures to protect and confidentiality of the whistleblower.

The protection of the whistleblower is not guaranteed in the case of reports made with malice or gross negligence or which turn out to be false, unfounded, with defamatory content or in any case made with the sole purpose of damaging the Company, the reported person or other subjects affected by the report. Sanctions are provided for the whistleblower, if it is possible to trace him/her in the case of reports made with malice or gross negligence. have or that they should prove to be false, unfounded, defamatory or in any case made for the sole purpose of damaging the Company, the reported person or other parties affected by the report.

The Company may also take appropriate legal action.

When and how a report can be made to ANAC

The competent Authority for managing the external channel is ANAC. It is possible to report to the Authority if one of the following conditions applies:

1. In the context of the work context, the mandatory activation of the internal reporting channel is not foreseen or, even if mandatory, this is not active or, even if activated, does not comply with the provisions of Article 4 of Decree 24/2023;

2. The reporting person has already made a report through the internal channel and the same has not been followed up;

3. The reporting person has reasonable grounds to believe that, if he or she were to make an internal report, it would not be effectively followed up, or that the report itself could lead to the risk of retaliation;

4. The reporting person has reasonable grounds to believe that the violation may constitute an imminent or obvious danger to the public interest.

For any further information, please refer to the Authority's institutional website at the following link Whistleblowing - www.anticorruzione.it

To send a report via the Whistleblowing Portal, click here whistleblowing

To contact the management body and request a direct meeting, call 3336539423 or write to whistleblowing@piazzaitaliastore.it

For further information and clarifications and for the regulation of the processing of data communicated during the reports made, please refer to the documents listed below, which can be consulted at the integrated link

General Whistleblowing Information

Privacy Whistleblowing Information

Whistleblowing Procedure

Appointment of Internal Report Manager