The rules of Governance are a direct emanation of principles and procedures that VECA S.p.A. has adopted, which it undertakes to comply with in order to ensure that every operation is carried out effectively and transparently.
The Governance system is based on the fundamental role of management in monitoring the transparency of corporate decision-making processes, an effective internal control system, and scrupulous regulation of potential conflicts of interest.
This system has been put in place by VECA S.p.A. through the preparation and adoption of principles, rules, codes, and procedures that govern and regulate the performance of the activities of all its organisational and operational structures.

INTRODUCTION TO THE ORGANISATION, MANAGEMENT, AND CONTROL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001

Legislative Decree No. 231/2001 (hereinafter referred to as the 'Decree') introduced a form of direct liability of companies, qualified as administrative, but substantially of a criminal nature, for certain types of offenses committed by their directors and employees, as well as by individuals acting in the name and on behalf of VECA S.p.A. (hereinafter referred to as 'VECA' or 'Company').
In compliance with the indications of the Decree, VECA has adopted an Organisation, Management, and Control Model (hereinafter, "Model" or "summary document") by resolution of the Board of Directors (hereinafter, "BoD") of 14 October 2019.
VECA's Model consists of the following documents:

GENERAL PART

• The General Part of the Model is mainly devoted to representing:
• The regulatory framework and the sanctions regime;
• The advantage of adopting the model as an exemption from liability;
• The function, inspiring principles, objectives, verification and updating of the model.
• The Tasks, Powers, Information Flows, Reporting and Operation of the Supervisory Board.
• The dissemination of the Model and the Training of Resources;
• The Disciplinary System;

As far as communication is concerned, the Model is formally communicated to all corporate bodies, as well as to senior management and employees, by displaying it on company notice boards and on company websites, also in computerized form. As regards training, the Model assigns the Supervisory Body the task of promoting and supervising the implementation of initiatives aimed at fostering adequate knowledge and awareness of the Model and Protocols. Appropriate training activities (courses, seminars, questionnaires, etc.), differentiated according to the role and responsibility of the persons concerned, are provided for this purpose. VECA's disciplinary system indicates the violations of the Model which are relevant for the purposes of the disciplinary system pursuant to Legislative Decree No. 231/2001 and summarises the various sanctions applicable to the different categories of persons liable for the sanctions provided for (Employees, Managers, Directors, Auditors, and other recipients).

SPECIAL PART

The Special Section of the summary document is currently divided into six parts:

• Special Section A: Safety, Hygiene, and Accident Prevention
• Special Section B: Environmental Crimes
• Special Section C: Corporate Crimes
• Special Section D: Tax Crimes
• Special Section E: Industrial and Trade Crimes
• Special Section F: Crimes against individuals, employment of citizens of third countries whose stay is illegal, racism and xenophobia

The Special Sections indicated, constitute a summary of the risk assessment activities initially carried out by the Company, as well as subsequent updates carried out in compliance with the legislative changes that have occurred. In particular, they have the following purposes

• to promote knowledge of the crimes relevant under the Decree in the context of the Company's activities
• to represent the universe of areas and activities at risk and the corporate subjects involved in them
• to identify the offenses abstractly conceivable with regard to each area and activity at risk
• identify the general principles of control in place at the Company;
• to reiterate the principles of conduct to be adopted in the performance of activities at risk of offenses.

CODE OF ETHICS

The Company's Code of Ethics conforms, inter alia, to the principles indicated both by the Guidelines of Confindustria, the reference trade association. The code of ethics identifies all recipients (corporate bodies, top management, employees, as well as third-party recipients) and represents both the reference ethical principles and the rules of conduct with which all recipients must comply. Violations of the Code of Ethics are sanctioned in accordance with the disciplinary system.
The Code of Ethics can be found in its full wording HERE.
Requests for information on the VECA S.p.A. Organisational Model may be addressed by the addressees to:

• Supervisory Body of VECA S.p.A., Via dell'Artigianato, 8 - 36020 ALBETTONE (VI) or
• to the e-mail address: odv@vecaspa.com

(updated 14 October 2019)

SUPERVISORY BODY

Pursuant to the provisions of Legislative Decree No. 231/2001, VECA S.p.A. has set up a Supervisory Body (hereinafter referred to as the 'SB') to which it is entrusted with the task of supervising the operation of and compliance with the Organisational and Management Model, as well as ensuring that it is updated; it is internal to the company and has autonomous powers of initiative and control.
In particular, a Supervisory Board has been appointed with a collegial composition comprising two external professionals - one of whom acts as Chairman - and an internal person. The cases of ineligibility and disqualification have also been provided for, as well as, in great detail, the tasks and powers. Particular attention has been paid to the flow of information to and from the Supervisory Board, so that the latter, on the one hand, is able to inform the Board of Directors and the Board of Auditors of the results of its activities and any critical issues, and on the other, is placed in the best possible conditions to perform its duties.
As regards information flows to the Supervisory Board, a special mailbox has been set up: odv@vecaspa.com.

Any reports, also in an anonymous form, may be sent, in addition to e-mail, in writing to the address: Supervisory Body, VECA S.p.A., Via dell'Artigianato, no. 8 - 36020 - ALBETTONE (VI)