1 Foreword

The great challenge that we set ourselves today is to contribute to technological, scientific and economic, as well as cultural and social growth inspired by the Universal Declaration of Human Rights, based on universal principles of correctness and loyalty, all in full compliance with the fundamental principles of the Italian Constitution and the Treaty establishing the European Community.

Qsistemi is a company that offers an evolved and winning model of services, products and services.

Qsistemi is made up of highly specialized professionals, with a strong international background, who have participated and directly contributed to the most important international technological transformations, achieving brilliant results alongside and at the helm of the most important companies in the sector.

In realizing its mission and objectives, Qsistemi undertakes to act with maximum transparency and clarity at every organizational level and expresses this commitment by adopting this Code of Ethics which represents a fundamental tool.

2 Introduction

This Code of Ethics has been prepared to ensure that the fundamental ethical values of Qsistemi are clearly defined and constitute the basic element of the corporate culture, as well as the standard of conduct of all collaborators and employees in the conduct of their activities.

In order to create an effective and virtuous ethical system, this Code of Ethics arises from a process aimed at sharing, internalizing and putting into practice the principles and values contained therein.

2.1 Recipients and scope of application

The Recipients of this Code are:

  • the management;
  • employees;
  • collaborators and consultants who lend their business to Qsistemi.

All the activities carried out by each of the recipients must be based on the principles contained in this Code of Ethics with the awareness that respect for ethics is, in the conduct of business, a fundamental element for achieving and maintaining high quality standards as well as for the success of Qsistemi itself.

To this end, the recipients will therefore also operate in compliance with the laws and regulations of the countries with which they operate, with the principles of honesty, reliability, impartiality, loyalty, transparency, correctness and good faith both for the pursuit of their objectives and for the reasonable prevention of offenses.

2.2 Cogency

The Code of Ethics is binding for all those who collaborate with Qsistemi either directly or indirectly, permanently or temporarily. The Company undertakes to identify the tools and implement the most effective and appropriate interventions to ensure the dissemination, knowledge and application of the Code of Ethics, providing, if necessary, adequate training and information.

3 The essential ethical principles for Qsistemi

The fundamental ethical principles are, for Qsistemi, the following:

  • Legality, honesty and fairness;
  • Impartiality;
  • Transparency;
  • Professionalism and Trust;
  • Prevention of potential conflicts of interest.

3.1 Legality, honesty and fairness

Qsistemi undertakes to base its business on both formal and substantive legitimacy of the regulations in force and to implement every action in full compliance with the regulations in force, the code of ethics, internal regulations, ensuring that the decisions taken are in no way attributable, even if only potentially, in personal interest or in contrast with the fiduciary duties that are the basis of the corporate role held.

3.2 Impartiality

Qsistemi rejects any discrimination based on age, sex, race, language, personal and social conditions, religious and political beliefs. It carries out its business with full respect for individuals, encouraging the spirit of belonging and enhancing professionalism, integrity and a sense of responsibility, in compliance with the principles of freedom, dignity of the human person and respect for diversity.

3.3 Transparency

Qsistemi guarantees absolute transparency in every action taken both internally, in company acts and externally, towards the market and undertakes to provide complete, timely and truthful information, guaranteeing the transparency of the decisions taken in an exhaustive and traceable manner. . Complete information must also be ensured to all those who will sign, in any form, agreements or contracts with the company, in order to clearly communicate the expected behavior.

3.4 Professionalism and Trust

All Qsistemi collaborators are carefully selected and trained and the company promotes the enhancement of the professionalism of each one by facilitating and facilitating the transfer of knowledge and the sharing of objectives and results while respecting personal characteristics.

Each employee must therefore act in accordance with honest policies, with commitment and ethical rigor in order to protect the image and reputation of Qsistemi in any situation.

3.5 Conflicts of Interest

Qsistemi, in carrying out its business tends to avoid situations where the subjects involved in the transactions are, or may even appear to be, in conflict of interest.

Employees and collaborators are therefore required to avoid any situation and to refrain from any activity that could oppose a personal and / or family interest to those of Qsistemi or that could interfere and hinder the ability to make decisions in an impartial and objective manner. interest of the Company itself.

Any situation of conflict of interest, even indirect or potential, must be promptly reported to the Supervisory Body, appointed by Qsistemi, so that its existence and seriousness can be assessed and the consequent effects can be excluded or mitigated.

3.6 Confidentiality

The Recipients ensure the utmost confidentiality regarding news and information constituting the corporate assets or relating to the activity of Qsistemi in compliance with the provisions of the law, current regulations, this Code and internal procedures.

Qsistemi undertakes to protect the information relating to the entire company team, generated or acquired within the corporate structure and / or in the management of business relations, and to avoid any misuse of such information.

4 Principles of conduct

4.1 Relations with employees

Qsistemi recognizes that human resources are a factor of fundamental importance for the development of society.

The values of specialization and skills, timeliness and attention to quality in the achievement of objectives, are the essential fulcrum of the company “policy” in managing relations with employees.

The skills assessment systems that Qsistemi adopts aim to assess the level of professionalism of the collaborators understood as enrichment acquired through work experience, training courses achieved and results produced.

Qsistemi enhances the knowledge, skills and quality of its collaborators, in particular:

  • the knowledge refers to the specific knowledge required by the profession, to the more general culture and to organizational knowledge understood as the context of organizational systems and processes within which the activity is carried out;
  • skills are the professional skills associated with carrying out the work activity;
  • the qualities consist in the most personal qualities indispensable both in implementing knowledge and in orienting skills; they are therefore connected to the way of approaching work and performance (realization, determination, autonomy), to the management of organizational relationships (openness, positivity, reliability) and to a more subjective dimension of individual development and growth (flexibility to change, balance, creativity).

All the assessments made by Qsistemi towards its employees are aimed at correlating the level of professionalism achieved but always in full respect of personal characteristics, freedom and equal opportunities, and always include the planning of further development of resources through indications of professional improvement.

Qsistemi evaluates the contribution of its employees in relation to the company results achieved.

Performance evaluation takes place through the comparison between pre-established objectives and results actually achieved, the behaviors activated, the tasks performed in a pre-established period of time.

4.2 Relations with collaborators and consultants

Clouditalia proceeds with the selection of collaborators and consultants with absolute impartiality, autonomy and independence of judgment.

Each employee is required to work diligently in order to protect company assets, through responsible behavior and in line with the operating procedures set up to regulate their use.

4.3 Relations with public authorities and institutions

Relations with “institutions”, understood as Public Administration, organizations, public bodies, public officials or persons in charge of a public service etc., at national, international or local level, as well as with other subjects representing collective interests, are entrusted exclusively to those he is formally appointed by Qsistemi to act on his explicit mandate.

In particular, the person in charge or agent of Qsistemi, in accordance with the principles set out in this Code of Ethics, is prohibited, in relations with the representatives of the Italian or foreign Public Administration, directly or indirectly, from:

  • promise or make payments in money, gifts or gratuities outside of purposes other than institutional and service purposes; gifts or gratuities are allowed only when they are of modest value or in any case such as not to compromise the integrity or reputation of one of the parties and cannot be interpreted, by an impartial observer, as aimed at acquiring advantages improperly;
  • offer employment opportunities that can benefit Public Administration employees;
  • promise or grant benefits of any kind, in order to influence the independence of judgment or to obtain any advantage for the Company;
  • engage in deceptive conduct that could lead the Public Administration into a technical-economic evaluation error of the products and services offered / provided;
  • allocate contributions, subsidies, incentives, concessions or public funding for purposes other than those for which they were obtained.

4.4 Environment, safety and health

Qsistemi undertakes to pursue maximum results in terms of environmental protection and to comply with current regulations, adopting the necessary measures to protect the safety of the workplace and the health of workers, including the prevention of occupational risks, information and training, as well as the preparation of an organization and the necessary means.

Research and technological innovation must be dedicated in particular to the creation and promotion of products and processes that are increasingly compatible with the environment and characterized by increasing attention to the safety and health of the recipients.

4.5 Relations with customers and suppliers

Relations with customers must be based on courtesy and sharing objectives, in the spirit of professionalism, responsibility and integrity. All those who work for or collaborate with Qsistemi must therefore pursue the maintenance and development of existing relationships according to the highest quality standards for the satisfaction of reasonable customer expectations.

The contracts, drawn up in compliance with the laws in force from time to time, are characterized by transparency, impartiality, completeness and clarity and Qsistemi undertakes not to resort to elusive or incorrect practices.

The selection of suppliers and the formulation of the conditions for the purchase of goods and services are based on an evaluation based on principles of lawfulness, competition, objectivity, fairness, impartiality, fairness in the price, quality of the goods and / or services, carefully evaluating the assistance guarantees and the offer panorama.

The stipulation of a contract with a supplier must always be based on extremely clear relationships, avoiding, where possible, the assumption of contractual obligations that involve forms of dependence on the contracting supplier.

The purchasing processes must be based on the search for the maximum competitive advantage for Qsistemi and on loyalty and impartiality towards each supplier in possession of the required requirements.

4.6 Relations with the mass media

By virtue of the importance that information has for the image of the company, relations with the mass media are based on compliance with current legislation, internal regulations, as well as the principles of professional correctness. Any communication to the media is entrusted exclusively to the functions responsible for this. The information provided must have a timeliness, completeness, transparency and be truthful and homogeneous.

4.7 Confidential information

Recipients who are in possession of it are prohibited from using or communicating to third parties, without justified reason or express authorization by Qsistemi, confidential and confidential information concerning the life or activities of the company learned in the performance or on the occasion of the activity provided to of the company itself.

The Recipients were made aware of the duties of confidentiality regarding “price sensitive” information, in order to avoid abuses (in compliance with both national and international legislation on insider trading) aimed at obtaining financial and non-financial advantages, direct or indirect from the unlawful disclosure of information.

4.8 Treatment of sensitive data and protection of privacy

Qsistemi protects the privacy of personal and sensitive data in accordance with the provisions of the law in force. To this end, it adopts the necessary technical and organizational solutions to guarantee the security and confidentiality of the data processed.

Specific security measures are in fact observed to prevent the loss and illicit and incorrect use of the data being processed by Qsistemi.

The protection of data and associated elements is guaranteed as it is preserved:

  • confidentiality: ensures that the data are accessible only to those who are authorized to have access to them;
  • integrity: safeguards the completeness of data and transfer methods;
  • availability: ensures that authorized users have access to the data and elements that process them when necessary.

The lack of an adequate level of data security, in terms of confidentiality, availability and integrity, can result in the loss of competitive advantage, image, customers, turnover and a consequent significant financial loss. To all this we must also add the risk of incurring penalties linked to violations of the regulations in force.

Qsistemi recognizes and guarantees the importance of the security of the internal information system as a fundamental requirement to protect the reliability of the information processed, as well as the effectiveness and efficiency of the services provided by the company. Therefore, the security of the information system is obtained by implementing a series of adequate security measures, or procedures, technical mechanisms or practices that reduce the risks to which the information assets as a whole are exposed.

4.9 Control and transparency of accounting activities and traceability of operations

Qsistemi promotes and guarantees, in compliance with the law, the accounting principles in force, the regulations and internal procedures, that its accounting records derive from precise, exhaustive and verifiable information and are based on criteria of transparency, accuracy and completeness of the information. To this end, all Qsistemi collaborators are required to operate in such a way that the completeness of the financial documentation, the prevention of risks, the timeliness of the reports, the safeguarding of the value of the assets and the protection of losses are guaranteed.

Qsistemi requires its administrative-accounting system to be reliable and correctly represent the management facts also in order to prevent and deal with financial and operational risks in the best possible way, and possible fraud to the detriment of Qsistemi itself.

The Auditors must have free access to the data, documents and information necessary to carry out their activities.

Furthermore, all actions and operations carried out must have adequate registration and it must be possible to verify the decision, authorization and execution process. For each operation there must be adequate documentary support in order to be able to proceed, at any time, to carry out checks that certify the characteristics and reasons for the operation and identify who authorized, carried out, registered, verified the operation itself .

4.10 Relations with internal control bodies

Qsistemi is committed to spreading at all company levels a culture oriented to the exercise of control, characterized by the awareness of the existence of internal controls and the awareness of the positive contribution they make to improving efficiency.

Internal controls are all the tools necessary or useful for directing, managing and verifying the activities of Qsistemi with the aim of ensuring compliance with laws and company procedures, protecting company assets, efficiently managing activities and providing accounting and accurate and complete financial statements.

Qsistemi requires all Recipients to observe correct and transparent conduct, especially in relation to requests made by shareholders, the board of statutory auditors and other corporate bodies in the exercise of their respective institutional functions.

5 Violation of the code of ethics and penalty system

5.1 Breach and sanctions

Violation of the provisions of this Code of Ethics will be punished with the application of the sanctions provided for in the Disciplinary System adopted by Qsistemi and referred to in the Organizational Model.

Compliance with the rules of the Code of Ethics must be considered an essential part of the contractual obligations of Qsistemi employees, pursuant to and for the purposes of art. 2104 of the Civil Code, as well as the contractual obligations assumed by non-subordinate collaborators and external consultants.

Therefore, violations committed by employees, suppliers and external collaborators, as well as by all other subjects with whom Qsistemi has contractual relations, may constitute a breach of the primary obligations of the employment relationship or a disciplinary offense, with all the consequences of applicable law, including with regard to the preservation of the employment relationship, and may entail compensation for damages deriving from the same.

Interested parties can report in writing, in non-anonymous form, any violation and / or suspected violation of the Code of Ethics to the Supervisory Body appointed by Qsistemi which will promptly analyze the report, possibly listening to the author and the person in charge of the alleged violation.

The Supervisory Body acts in such a way as to protect whistleblowers against any type of retaliation, understood as an act that may give rise to even the only suspicion of being a form of discrimination and penalization. Furthermore, the confidentiality of the identity of the reporting party is ensured, without prejudice to legal obligations.

6 Final provisions

6.1 Conflicts of the Code of Ethics

Should even one of the provisions contained in this Code of Ethics conflict with any other provision contained in Qsistemi’s internal regulations or procedures, the provisions of the Code itself will prevail.

6.2 Monitoring, amendments and updating of the Code of Ethics

At least once a year, this Code of Ethics must be subject to verification and possible updating by the management of Qsistemi, after preliminary investigation by the Supervisory Body.