ORGANISATION, MANAGEMENT AND CONTROL MODEL OF BONAITI SERRATURE SpA
Approved by the Board of Directors on 10 July 2026 (version no. 1)
BONAITI SERRATURE SpA believes that compliance with ethical rules and transparency in the conduct of business is a necessary condition, as well as a competitive advantage, for pursuing and achieving its objectives.
Applying ethical principles to business activity is of fundamental importance for the proper functioning and credibility of a company towards its shareholders, customers, employees and suppliers and, more generally, towards the entire economic and social context in which it operates.
BONAITI SERRATURE SpA has always favoured socially responsible corporate management, oriented towards the benefit of its stakeholders and the oversight of its partners and raw-material suppliers.
BONAITI SERRATURE SpA has decided to adopt this Code of Ethics, which is intended to confirm and establish the principles of fairness, loyalty, integrity and transparency in conduct, in the way it operates and in the management of relationships both within the company and with third parties.
Within this framework, BONAITI SERRATURE SpA undertakes to:
The principles and provisions of this Code of Ethics are binding on all of the following Recipients:
All Recipients undertake to pursue their objectives with loyalty, diligence, honesty, competence and transparency, in full compliance with the laws and regulations in force.
It is the right and duty of every individual to contact Management should clarification be needed on how the Code of Ethics is to be applied.
Compliance with the rules of conduct is an essential part of the obligations of all Personnel and Collaborators of BONAITI SERRATURE SpA, it being understood that what is required is conduct that does not undermine the guiding values and principles or damage the company’s ethics and reputation.
All Personnel and Collaborators of BONAITI SERRATURE SpA must also be aware that any violation will be subject to corrective actions and sanctions commensurate with its seriousness, imposed in accordance with the provisions of the applicable Italian National Collective Labour Agreements (CCNL).
It is the responsibility of the Administrative Bodies of BONAITI SERRATURE SpA, and in particular of the Members of Management, to promote awareness and implementation of the Code of Ethics and of this Code of Conduct, both by providing adequate information to the entire organisation and by publicising its adoption as a working practice, and to work to protect all those involved in the company’s activities.
Every Shareholder, Director, Employee or Collaborator of BONAITI SERRATURE SpA is required to:
The Guiding Principles of the company’s activity can be summarised as follows:
Management undertakes to ensure respect for the principles, values and rights set out in this Code of Ethics.
All employees are required to comply with the rules of conduct defined in this Code of Ethics.
All of the Company’s suppliers and subcontractors are required to comply with the rules of conduct defined in this Code of Ethics.
Human resources are an indispensable factor in the existence, development and success of a business. For this reason, BONAITI SERRATURE SpA protects and promotes the value of its human resources with the aim of improving and enhancing the wealth and competitiveness of the skills possessed by each collaborator.
The Company does not employ or tolerate any form of forced labour or child labour and further undertakes not to establish or maintain business relationships with suppliers who use forced labour or child labour.
The company does not employ personnel who work against their own will or who are not free to terminate their employment contract.
The Company offers equal opportunities to all employees on the basis of their professional qualifications and each person’s individual abilities, without any discrimination on grounds of religion, race, colour, nationality, gender, age, height, weight, marital status, disability, or political or trade-union beliefs. Accordingly, the Company selects, hires, remunerates and organises its employees on the basis of criteria of merit and competence, in accordance with the applicable CCNL.
BONAITI SERRATURE SpA encourages the training and professional growth of its employees, encouraging them to improve and expand their professional skills.
BONAITI SERRATURE SpA guarantees all workers a safe and healthy workplace through compliance with the health and safety legislation in force and by adopting all appropriate measures to avoid potential risks to workers’ health and safety. The working environment must foster mutual cooperation and team spirit, respecting the moral personality of each individual, and is free from prejudice, intimidation, unlawful conditioning and undue hardship.
BONAITI SERRATURE SpA considers unacceptable any type of harassment or harassing behaviour, such as that connected with race, sex or other personal characteristics, which has the purpose and effect of violating the dignity of the person at whom such harassment or behaviour is directed, whether inside or outside the workplace. The Company does not use and in no way supports the use of corporal punishment, mental or physical coercion, or verbal abuse. It undertakes to prevent the occurrence of psychological pressure and conditioning through verbal or gestural insinuations.
BONAITI SERRATURE SpA undertakes not to pay workers wages lower than those set by legislation and by the sector-specific National Collective Labour Agreement, assuring its workers a wage sufficient for a dignified life. It likewise undertakes to respect the prescribed working hours and the maximum weekly overtime limit, to be used only when necessary. The Company guarantees its employees at least one day of rest in seven and the holidays to which they are entitled.
BONAITI SERRATURE SpA operates with respect for confidentiality, in compliance with Regulation (EU) 2016/679 (GDPR) and Italian Legislative Decree 196/2003 (Privacy Code), and for the dignity of its employees. The Company requests and records only those personal data that are necessary for the proper and efficient management of the employment relationship.
BONAITI SERRATURE SpA directs its activity towards the satisfaction and protection of its customers, having obtained ISO 9001 certification, and is therefore constantly committed to controlling the quality of the product and service offered, with particular attention to the customer satisfaction function, directly involving its customers with a view to the continuous improvement of its business performance.
In conducting business with customers, the Recipients of the Code of Ethics must identify customers’ needs and satisfy them by offering quality products and services, at competitive prices and conditions, establishing uniform treatment for those who are in the same conditions.
BONAITI SERRATURE SpA has established and maintains a register of suppliers and ensures that the principles of ethical conduct described in the general principles and rules of conduct contained in this Code are communicated to them.
BONAITI SERRATURE SpA guarantees payment for supplies within the timeframes established by the contract or purchase order, fostering a collaborative relationship based on trust, the exchange of information, transparency and professional fairness.
BONAITI SERRATURE SpA respects the confidential information and trade secrets of its suppliers and subcontractors, as well as personal data that may come into its possession, guaranteeing compliance with the requirements of Italian Legislative Decree 196/2003 and the GDPR.
In its relations with the Public Administration, BONAITI SERRATURE SpA pays particular attention to every act, conduct or agreement, so that they are marked by the utmost transparency, fairness and legality. To this end, BONAITI SERRATURE SpA will, as far as possible, avoid being represented in such relations by a single individual, on the assumption that a plurality of persons makes it possible to minimise the risk of interpersonal relationships that are inconsistent with the will of the company and of the public body.
BONAITI SERRATURE SpA embraces the value of fair competition, refraining from conduct that conflicts with EU or national provisions protecting free competition.
Recipients are prohibited from using unlawful means to acquire trade secrets or other confidential information of competitors, from engaging in illegal practices such as industrial espionage, and from hiring employees of competing companies for the purpose of obtaining confidential information or for the sole purpose of harming competitors.
BONAITI SERRATURE SpA regards compliance with the laws and regulations in force in all the countries in which it operates as an indispensable principle. The company will not enter into or continue any relationship with anyone who does not intend to align with this principle.
Employees are made aware of the laws that concern them and of the resulting conduct with which they must comply; accordingly, BONAITI SERRATURE SpA is required to inform them in the event of uncertainties arising from regulatory changes.
BONAITI SERRATURE SpA, aware of the importance of ensuring the best possible health and safety conditions in the workplace, undertakes to promote and disseminate responsible conduct among its employees, implementing the necessary preventive actions in order to preserve the health, safety and wellbeing of all personnel as well as of third parties visiting its premises.
Company representatives who hold roles that are sensitive for health and safety purposes undertake to comply with the rules and the resulting obligations regarding prevention and protection, in any case setting themselves objectives of excellence that go beyond mere compliance, in full awareness of the value represented by safeguarding the health, safety and wellbeing of the individual.
BONAITI SERRATURE SpA therefore undertakes to:
The environment is a primary asset of the community which BONAITI SERRATURE SpA wishes to help safeguard.
To this end, it plans its activities by seeking a balance between economic initiatives and environmental needs, in compliance with the applicable laws and regulations.
The Recipients of this Code contribute to the process of protecting the environment.
In particular, those involved in waste disposal processes take the utmost care to avoid any unlawful discharge or emission of polluting materials and harmful substances into the environment. BONAITI SERRATURE SpA handles waste considered to be higher-risk in accordance with the specific legal requirements, relying on specialised companies of proven professionalism whose applicable Authorisations it will periodically check.
In particular, BONAITI SERRATURE SpA intends to:
Every operation and transaction must be legitimate, consistent and appropriate.
All actions and operations carried out by BONAITI SERRATURE SpA must be properly recorded, and it must be possible to verify the decision-making, authorisation and execution process.
Every operation must be supported by suitable documentation enabling checks to be carried out at any time to certify the characteristics and reasons for the operation and to identify who authorised, performed, recorded and verified it.
All official documents intended to illustrate the company’s management situation must be drawn up with the utmost care so as to guarantee their accuracy and truthfulness. They must also be drawn up in compliance with the laws and regulations in force.
In drawing up the aforementioned documents, Recipients must take due care to maintain the conduct marked by principles of fairness, honesty and integrity that must inform the performance of the activities within their remit.
In no case will the keeping/drafting of documentation that is deliberately false or manipulated so as to significantly alter the true representation of the situation of BONAITI SERRATURE SpA be justified or justifiable.
All company functions are required to cooperate fully in order to ensure correct and timely accounting records. Accounting records based on economic and asset valuations must comply with the criteria of reasonableness and prudence.
Adequate documentation must be kept on file for every accounting entry. Such documentation must make it possible to identify the reason for the operation that generated the entry and the related authorisation. The supporting documentation must be filed and easily accessible.
It is not permitted to offer money or gifts to managers, officials or employees of the Public Administration, persons in charge of a Public Service, Representatives of International Organisations or their relatives, whether Italian or from other countries, unless they are customary gifts or benefits of modest value. Acts of corruption are deemed to include both unlawful payments/granting of benefits made directly by Italian entities or their employees, and unlawful payments/granting of benefits made through persons acting on behalf of such entities, whether in Italy or abroad.
BONAITI SERRATURE SpA may examine the documents adopted by the public bodies with which it comes into contact, in order to make its employees aware of any stricter and/or different rules that the public body may have adopted.
It is prohibited to offer or accept any object, service or item of value in order to obtain more favourable treatment in connection with any relationship with the Public Administration.
In those countries where it is customary to offer gifts to customers or others, it is possible to do so where such gifts are of an appropriate nature and modest value, but always in compliance with the law. This must never, in any case, be interpreted or allowed to appear as the seeking of favours.
In the specific case of a tender involving the Public Administration, the company must operate in compliance with the law and with sound commercial practice.
If BONAITI SERRATURE SpA uses a consultant or a “third” party to represent it in dealings with the Public Administration, the same directives that apply to the employees of BONAITI SERRATURE SpA also apply to the consultant and their staff, or to the “third” party.
Furthermore, BONAITI SERRATURE SpA must not be represented, in dealings with the Public Administration, by a consultant or a “third” party where conflicts of interest could arise.
In the course of a negotiation, request or commercial relationship with the Public Administration, the following actions must not be undertaken (directly or indirectly):
In the performance of business relationships, the terms established in the contract must be complied with, avoiding unauthorised substitutions, putting in place adequate control and safeguard mechanisms, and relying solely on the collaboration of competent and suitable persons.
In relations with the Supervisory and Public Security Authorities, BONAITI SERRATURE SpA and each of its managers and employees must cooperate and provide all information properly requested of them, taking care that such information is truthful and that assessments of the facts of which they are aware are prudent and measured, such as not to cause harm to the Company or to third parties while at the same time fulfilling the duties of cooperation with the justice system imposed by law.
Gifts made by BONAITI SERRATURE SpA are characterised by being intended to promote initiatives of a cultural, sporting or humanitarian nature or the brand image of the Company.
Recipients of this Code of Ethics who receive gifts or benefits not falling within the permitted categories are required to report them to Management, which will assess their appropriateness and arrange for the sender to be notified of BONAITI SERRATURE SpA’s policy on the matter.
Workers are required not to engage in discriminatory practices of any kind towards their work colleagues and any new hires, nor to behave in a manner contrary to a constructive attitude.
Relations between people must be inspired by the principles of mutual respect and personal dignity.
All collaborators are required to report to Management any information in their possession concerning cases of child labour at the Company’s suppliers or subcontractors. Where local law allows workers under the age of 18 – and in any case not below the age of 16 – the tasks assigned to young workers may not include dangerous, heavy or night work, or work at weekends.
In order to protect the health and safety of the Company’s workers and customers, workers are required to:
All employees are required to comply with the laws and regulations in force concerning the possession or use of alcohol or drugs.
BONAITI SERRATURE SpA prohibits the illegal use, sale, purchase, transfer, possession or presence of drugs and alcoholic beverages on the Company’s premises.
The company’s assets consist of tangible physical assets and intangible assets.
The protection and preservation of these assets and information is a fundamental value for safeguarding the company’s interests, and it is the responsibility of personnel (in the performance of their company duties) not only to protect such assets and information, but also to prevent their fraudulent or improper use.
All information and other material obtained by the recipients of this Code of Ethics in connection with their employment or professional relationship is strictly confidential and remains the property of the Company. Such information may concern present and future activities, including news not yet released, and information and announcements even if soon to be disclosed.
Those who, by reason of the exercise of a function, profession or office, have access to privileged information concerning the Company (by way of example, information concerning business performance and corporate management, acquisition/merger/demerger projects, strategic plans, budgets, business plans, …) or the Products it manufactures and markets (by way of example, information concerning proprietary software, industrial designs, copyright, products in the patenting phase), may not use it for their own benefit and/or that of family members, acquaintances or, in general, third parties, but exclusively for the performance of their work on behalf of the Company.
Employees are likewise not permitted to pursue their own interests to the detriment of the company’s interests, to make unauthorised personal use of company assets, or to hold interests, directly or indirectly, in competing, customer or supplier companies.
IT and telematic resources are a fundamental tool for the proper and competitive operation of the business, ensuring the speed, breadth and accuracy of the information flows necessary for the efficient management and control of company activities.
All information residing in the company’s IT and telematic systems, including e-mail, is the property of BONAITI SERRATURE SpA and must be used exclusively for the performance of company activities, in the manner and within the limits indicated by the Company.
Also in order to ensure compliance with individual privacy legislation, the company pursues a proper and limited use of IT and telematic tools, avoiding any use aimed at collecting, storing or disseminating data and information for purposes other than the company’s business; the use of IT and telematic tools is subject to monitoring and checks by the company.
All Personnel and Collaborators of BONAITI SERRATURE SpA, in the performance of their duties, must:
The selection of suppliers and the determination of purchasing conditions must be based on an objective assessment of the quality and price of the goods and services requested, and of the ability to promptly supply and guarantee goods of adequate quality and services of a level appropriate to the Company’s needs. In no case shall one supplier be preferred over another by reason of personal relationships, favouritism or advantages other than those in the exclusive interest and benefit of the Company and its customers.
Our suppliers and subcontractors must undertake to honour the commitments made to BONAITI SERRATURE SpA in terms of punctuality, safety standards, and the quality of the products and services supplied.
Our current and new suppliers and subcontractors must therefore undertake to:
The Company will take action against suppliers and subcontractors found not to be complying with the rules of the Code of Ethics, in the manner established by the relevant supplier-management procedure.
It is the right/duty of every individual to contact Management should clarification be needed on how the Code of Ethics is to be applied, and to promptly report to Management any information concerning possible violations of the code, cooperating with the structures responsible for verifying them.
Any violations committed by one’s own line manager must be reported in writing to Management and will be handled while guaranteeing the confidentiality of the reporting person and protecting them from any form of discrimination or negative consequence, as also required by national legislation (Italian Legislative Decree No. 24/2023).
Where violations are found, they will be reported to the Board of Directors so that the company bodies responsible may adopt any disciplinary measures against personnel who have breached its rules.
Anyone who becomes aware of situations that may appear inconsistent with the ethical values and rules of conduct of the Code is required to inform Management or the Workers’ Representative.
For full compliance with and interpretation of the Code of Ethics, employees, customers and suppliers may contact Management, including anonymously, through the portal whistleblowing.bonaiti.it, accessible from the company website and managed externally and independently.
Reports may be made anonymously by sending the information by post to the address of the registered office: BONAITI SERRATURE SpA – via Fratelli Bonacina, 20 – 23801 Calolziocorte (LC). The Company undertakes not to take measures of any kind against anyone who has reported a violation, as required by the legislation in force.
Violation of the provisions of this Code of Ethics will constitute a breach of the contractual obligations of the employment, functional or professional collaboration relationship, with all the consequent effects of law and contract, including pursuant to Article 2104 of the Italian Civil Code.
It will also entitle the Company to apply the disciplinary sanctions provided for by the law in force on the matter. Violation of this Code by suppliers will entitle BONAITI SERRATURE SpA to terminate existing contractual relationships for just cause without any consequences.
From the very preamble of this Code of Ethics there clearly emerges a strong call for precise and punctual compliance with all legal provisions by every employee in the performance of their work.
Failure to comply with them can only result in the application to the employee of the disciplinary procedures provided for by those same rules or by the laws applicable in the matter.
Compliance with the Code of Ethics, on the other hand, must stem not so much from an obligation imposed by BONAITI SERRATURE SpA on its employees as from their sharing of the fundamental values set out in it.
This does not, however, exclude the right/duty of BONAITI SERRATURE SpA to oversee compliance with the Code of Ethics, taking all preventive and control actions deemed necessary or appropriate for that purpose.
Violation of the rules of the Code of Ethics constitutes a breach of the primary obligations of the collaboration relationship, with the consequent applicability of the sanctions already described in the section “Effect of the Code of Ethics on Collaborators, Suppliers and Subcontractors”.
Therefore, in the event of ascertained violations, BONAITI SERRATURE SpA intervenes by applying the measures provided for by the disciplinary system. Such measures, proportionate to the seriousness of the infringements committed, are applied in compliance with the CCNL, provided that the infringements from which they arise do not constitute violations not only of the rules of the Code of Ethics but also of contractual and legal provisions. In that case, the sanctions provided for by the relevant legislation apply.
The Company does not apply deductions from wages for disciplinary purposes except in cases provided for by national law or by the sector-specific National Collective Labour Agreement.
No sanction will be imposed on employees who submit reports or raise issues or complaints to the Company.
Calolziocorte, 10 July 2026