Code of Ethics and Conduct

The Code defines and makes explicit the values and principles of conduct that inform the activities and relations with all parties with which the Company enters into relations in order to achieve its corporate purpose.

The rules of the Code and of the Model as a whole not only apply, without exception, to all Staff, but must also be observed by all those who collaborate to achieve the Company’s objectives (addressees of the Code).

Shareholders, Consultants and other external Collaborators, Customers, Suppliers and all those who, in various capacities, operate for the achievement of the Company’s objectives, will therefore contribute to the consolidation of a corporate image based on the standards of transparency, correctness and fairness.

Compliance with the rules of the Code as a whole must be considered an essential part of the contractual obligations of all Staff (pursuant to and for the purposes of Article 2104 of the Italian Civil Code).

All those who work in the name of and/or on behalf of the Company in any capacity whatsoever, without distinction or exception, are required to acknowledge the Company’s adoption of the Code and to undertake to respect the values it represents, considering this aspect to be of fundamental importance in upholding the business relationship. Any non-compliance with the principles laid down in the Code by the aforementioned persons shall also be assessed for the purpose of protecting the rights and interests of the Company.

The application of this document is the personal responsibility of the Addressees of the Code. Addressees, once informed, may not invoke as justification for their non-compliance the lack of awareness of the Code or having received contrary instructions from any hierarchical level or contact person of the Company.

The Code of Ethics and Conduct is to be considered an integral part of the Company’s Organisation, Management and Control Model envisaged by Article 6 of Legislative Decree 231/2001 on the subject of “Regulations on the administrative liability of legal persons”.

Legal compliance

The Company has, as an overriding principle, compliance with the laws and regulations in force in the place and time in which it operates, and will not initiate or consider continuing a relationship with anyone who does not intend to adopt and comply with this principle. Violation may in no case be justified by the pursuit of an interest of the Company or by the pursuit of an advantage for the Company.
It expressly forbids any form of conduct and behaviour entailing the risk of possible involvement of the Companies in corrupt phenomena, money laundering and in forms of conduct that, directly or indirectly, may lead to the presumption of activities of collaboration with criminal associations, however denominated, and terrorism.
Addressees are required to refrain from engaging in or participating in conduct such that, considered individually or collectively, may constitute conduct relevant to any of the offences covered by Legislative Decree 231/01 and subsequent amendments and additions.

Quality in management and services provided

The company and its staff pay meticulous attention to the quality and safety of the services provided. As a matter of principle, the most efficient standards are applied, in some cases adopting more restrictive measures than those imposed by the local law.
Our activity is oriented towards customer satisfaction and protection, and we listen to requests that can help improve the quality of our services.

Environmental Protection

The environment is a primary asset that the company is committed to safeguarding.
To this end, we plan our activities by seeking a balance between economic initiatives and environmental needs, seeking to develop our business in full compliance with current environmental regulations, and taking into account at all times the rights of future generations. This is why we support the use of the best available technologies, ensure constant monitoring of business processes, and strive to seek solutions that have less environmental impact in terms of resource selection, distribution, use and management.

Safety and accident prevention

We conduct our activities in accordance with international agreements and standards and with national laws, regulations and policies.
We believe in the principle that the most effective means of preventing accidents and injuries on board ships is to design, build, equip and maintain ships in accordance with international conventions and standards relating to the safety of navigation, the safety of human life at sea, and the safety of work on board, as well as to operate the ships themselves with crews appropriately trained for the work involved in maritime navigation.

Prevention of conflict of interests
The Company, in the conduct of its activities, undertakes to avoid situations where the persons involved are, or may even merely appear to be, in conflict of interest. Conflict of interest is understood to mean a situation in which the Addressee pursues an interest other than the mission of the Companies, or engages in activities that may, in any case, interfere with his or her ability to make decisions in the exclusive interest of the Companies, or personally takes advantage of business opportunities of the Companies.

Corporate information and cash flows

Each operation and transaction is properly recorded, authorised, verifiable and legitimate, and the process of decision-making, authorisation and implementation is made possible at all times.
Adequate documentary support is guaranteed for each operation so that checks can be made at any time to establish the traceability, characteristics and reasons for the operation and to identify who authorised, performed, recorded and verified the operation.
All Addressees must ensure the utmost truthfulness, transparency and completeness of the information, both verbal and documentary (paper and digital), produced in the course of the performance of their activities, each within the scope of their own competence and responsibility.
Any operation that could lead to the slightest possibility of the Company’s involvement in offences pursuant to Legislative Decree 231/01 is strictly forbidden.

Confidentiality of information and protection of privacy

Addressees must refrain from using confidential information relating to the Company or third parties, of which they have become aware by reason of their work activities, for personal purposes and, in any case, that is not connected with the performance of their duties.
No Addressee shall, therefore, derive any direct or indirect advantage, whether personal or financial, from the use of confidential information (e.g. industrial secrets, strategic or commercial information, personal data), nor communicate such information to others, or recommend or encourage others to use it.
Information must only be disclosed to third parties by authorised persons and, if necessary, in accordance with company regulations.
We are committed to protecting information relating to our own staff, customers and third parties, generated or acquired internally and in business relationships, and to preventing any improper or illegal use of such information.
The processing of personal data is carried out on the basis of principles of lawfulness and correctness and, in any case, only for lawful, legal, specific and explicit purposes.

Anti-Money Laundering

Blu Navy renounces all forms of money laundering originating from unlawful or criminal activities; moreover, it undertakes to comply with all rules and regulations, both national and international, on the matter of money laundering.
Before establishing relations or entering into contracts with partners in business relationships, Addressees are required to ensure the counterparty’s reputation in terms of compliance with anti-money laundering legislation, as far as it is applicable.

Company assets and computer systems

The company’s assigned assets (materials and equipment) are instrumental to the performance of its activities; staff are the custodians and managers of these assets and may not make, or allow others to make, improper use of them.
Addressees are required to use the IT tools at their disposal exclusively for business purposes, in compliance with the applicable legislation.

Gifts, presents and other forms of benefits

The Company condemns all corrupt practices, illegitimate favours, collusive behaviour, direct and/or indirect solicitation of personal advantage for the benefit of third parties.
In business relations with third parties, it is forbidden to receive or offer benefits (whether direct or indirect), gifts or acts of courtesy and hospitality, which are of a nature and value that could be interpreted as aimed at obtaining favourable treatment and, in any case, that are not in line with normal business practice.

Staff and collaborators

We recognise the importance of our staff and collaborators as one of the key factors in achieving the company’s objectives, and we adopt procedures and methods for selection, development, evaluation and training that ensure the utmost fairness and equal opportunities without discrimination on the basis of gender, race, age, sexual orientation, religious beliefs or any other factor.

Recognition of achievements, professional potential and expressed competences are the cornerstones of the professional development of internal addressees.

Specifically, selection, training, management and professional development are carried out without any discrimination, according to criteria of merit, competence and professionalism.

By pursuing these principles and only rewarding according to these criteria, Blu Navy ensures the protection of the principle of equal opportunities and manages career and salary advancements on this basis, in a continuous and balanced comparison with the market of reference, ensuring transparency, seriousness, fairness and clarity of the assessment methods applied.

Any form of nepotism, exploitation and favouritism is expressly prohibited.

Competition and the market

Respect for the ethical principles of transparency, honesty and fairness are established in order to protect the market and guarantee the values of fair competition and commercial fairness.

Any conduct that may constitute, even potentially, a disruption of fair competition or impair the pursuit of trade is prohibited.

Customers

We recognise that the appreciation of those who request our services is paramount to our success. High-quality services that meet the reasonable expectations and needs of customers are therefore provided efficiently, within the limits of the contractual provisions.

In relations with customers, it is forbidden to engage in any form of evasive or unfair practices, or practices that in any way undermine the other party’s independence of judgement.

Suppliers

We are committed to developing cooperative relationships with our suppliers, based on communication aimed at enabling the mutual exchange of expertise and information, and fostering the creation of common value.

It is therefore prohibited to behave improperly in relations with suppliers, whether motivated by favouritism or driven by the certainty or hope of obtaining personal advantages of any kind.

It is also prohibited to maintain unfavourable relations with suppliers with the intention of obtaining or offering any personal or corporate benefit or advantage.

Suppliers shall sign appropriate declarations acknowledging that they are aware of the principles of this Code, undertaking to observe them and not to engage in any conduct that leads the Company or its Staff to violate the principles specified in the Code and the Model as a whole.

Public Administration

Undertaking commitments with the Public Administration and Public Institutions is

reserved exclusively to the appointed and authorised corporate departments.

Addressees who, within the scope of their functions, legitimately have relations with the Public Administration and Public Institutions, are responsible for verifying, in advance and with due diligence, that what they have declared and/or attested, in the interest of the Company, is true and correct.

Communications, reports and replies to requests sent to public supervisory authorities or control bodies must be prepared in accordance with the principles of completeness, integrity, objectivity and transparency.

It is not permitted to offer money or gifts to directors, officers or employees of the Public Administration or their relatives, whether Italian or from other countries, unless they are gifts or utilities of minimal value;

It is prohibited to offer or accept any object, service, performance or favour of value in order to obtain more favourable treatment in relation to any relationship entered into with the Public Administration; it is also prohibited to seek to improperly influence the decisions of the other party, including those of officials or persons who directly take decisions involving the exercise of negotiating and/or authoritative powers (or who may in any case, even in the preliminary stages, influence the outcome of the decision) on behalf of the Public Administration, e.g. by proposing employment, consultancy and/or commercial opportunities that may benefit them, even through intermediaries and even after the termination (and for three years following the termination) of the relationship with the Public Administration (so-called pantouflage).

During audits or inspections, Addressees must adopt an attitude of maximum helpfulness and cooperation. It is forbidden to present untrue or misleading information or to conceal, by fraudulent means, all or part of the facts to be communicated to the authorities, and it is strictly forbidden to knowingly obstruct, in any way whatsoever, the duties of the public supervisory authorities or control bodies.

In order to prevent situations of conflict of interest, and to guarantee maximum transparency in the performance of inspection activities, relations with public authorities and control bodies must only be managed by the company departments specifically entrusted with this task.

When dealing with the public administration in inspection or judicial proceedings, the widest possible cooperation must be offered by providing truthful statements. All forms of malice, silence and falsehood are contrary to the ethical principles of the Company.

Any threatening or otherwise undue statements by public officials in charge of company representatives are prohibited.

In the specific case of relations with the tax authorities, Addressees are required,

in particular, to:

• draw up, supply or forward to the tax authorities documents or data that are correct, complete, exact and true to reality, such as to give a clear description of the tax and financial situation of the Company for the purpose of the exact fulfilment of tax and fiscal obligations;
• maintain conduct with the tax authorities that is characterised by the principles of fairness, transparency and cooperation, ensuring full compliance with the laws and regulations, in the performance of all activities whose purpose is the acquisition, processing, management and communication of data and information intended to allow a well-founded and truthful assessment for tax purposes of the Company’s financial, economic, tax and fiscal situation.

This Code of Ethics was adopted by the Board of Directors by resolution on 9 June 2021.

The Company avails itself of the Supervisory Board, which was set up as part of the programme to comply with the requirements of Legislative Decree no. 231/2001, for the purpose of its effective maintenance and verification of compliance.

The Code of Ethics is made known to third parties by appropriate means of communication and dissemination, including publication on the Company’s website www.blunavytraghetti.com

In the formalisation of contractual relationships, a clause with a reference to the Code, and the sanction provided for in the event of non-compliance, shall be included, where appropriate.

All Addressees have the authority, as well as the duty, to report alleged cases of breach of the Code’s behavioural principles, of which they are aware, or to report any potentially objectionable attitude or situation relating thereto.

The report can and must be made immediately to the Supervisory Board using the email address set up for this purpose (bnodv231@legalmail.it).

This email address can be used by everyone to report violations of the Code.

The Supervisory Board shall act in such a way as to guarantee the authors of the reports against any form of retaliation, discrimination or penalisation, or any consequence deriving therefrom, ensuring the confidentiality of their identity, without prejudice, however, to legal obligations and the protection of the rights of the Company or of persons wrongfully and/or maliciously accused.

The Supervisory Board assesses the reports received. To this end, everyone is required to cooperate with the Supervisory Board, in order to enable the collection of all further information deemed necessary for a correct and complete assessment of the reports received.

Any breach, or behaviour that is potentially in breach of the Code, must be brought to the attention of the Supervisory Board, which is the control body responsible for overseeing the application of the principles contained in this Code, and for ensuring that the sanctions procedure is implemented.

Without prejudice to the sanctions provided for by regulatory provisions for violations of the regulations in force, the Company establishes the sanctions it will adopt against Addressees who have behaved in a manner contrary to the provisions of the Code, to be imposed according to the criterion of proportionality, based on the seriousness and intentionality of the infringement committed, taking into account, also, any repetition of the infringements and/or violations committed.
For staff, compliance with the Code of Ethics and Conduct is an integral part of the conditions governing employment relations with the Company, and any violation of this Code will entail the adoption of disciplinary measures, proportionate to the seriousness or recidivism of the misconduct or the degree of misconduct, in compliance with the provisions contained in the applicable employment contracts (in Italy, the discipline set forth in Article 7 of Law no. 300 of 20 May 1970).
With regard to the other Addressees of the Code, violation of the provisions included therein shall entail the adoption of measures proportionate to the seriousness or recidivism of the misconduct or the degree of misconduct, up to and including the termination of existing contracts with them for just cause or for breach of contract.
The application of disciplinary sanctions is irrespective of the initiation or outcome of any criminal proceedings, since this Code of Ethics represents binding rules for all its Addressees, the violation of which must, in order to comply with the requirements of the aforementioned Legislative Decree 231/01, be sanctioned regardless of whether an Offence has actually been committed or whether or not it is punishable.