Ethical business conduct is critical to our business and a shared
responsibility of all members of the Prysmian Group. Each employee is responsible for protecting
our most valuable asset -- our reputation. This Code of Ethics (the “Code”) applies to anyone
conducting business on behalf of Prysmian S.p.A. or any of its subsidiaries, including but not
limited to all managers, officers, employees, agents, representatives, lobbyists, interns,
contractors, suppliers, and consultants (“ Covered Parties”), and seeks to guide our legal and
ethical responsibilities, to deter wrongdoing, and to promote:
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compliance with applicable laws, rules and regulations;
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honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
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the integrity of our financial information, which influences the decisions of
management and our Board of Directors, as well as the ways in which the outside world perceives and
evaluates us;
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full, fair, accurate, timely and understandable disclosure in reports and
documents we file with or submit to government authorities and in other public communications;
and
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accountability for adherence to this Code, including prompt internal
reporting of any suspected violations.
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To meet these objectives, this Code encourages Covered Parties to express any
concerns they may have relating to corporate accountability. No discrimination or retaliation
against any person who, in good faith, reports such concerns will be tolerated. Anyone who
retaliates against an individual under such circumstances will be subject to disciplinary action,
up to and including termination of employment.
All Covered Parties must read, understand, and adhere to this Code and all
other applicable company policies. Violations of law, this Code or other Company policies or
procedures can lead to disciplinary action, up to and including termination of employment and/or
termination of business relations
ARTICLE 1: PREMISE
The Prysmian Group structures its own internal and external activities
according to the principles set forth in this Code, with the convicti on that ethics in the conduct
of business activities must be pursued at the same time and with equal emphasis as the economic
success of the business.
The Prysmian Group is committed to conducting its business in accordance with
the highest standards of ethical behavior, complying with all applicable laws and regulations,
avoiding even the appearance of unethical or illegal conduct.
ARTICLE 2: OBJECTIVES AND VALUES
The primary objective of the Prysmian Group is to create value for the
shareholders. Industrial and financial strategies and the resulting operative conduct, based on the
efficient use of resources, are oriented to achieving this goal. In pursuing this objective Prysmian Group Companies and all Covered Parties
must unfailingly comply with the following principles:
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as active and responsible members of the communities in which we operate, we
are committed to respecting all applicable laws wherever we do business, and to following all
commonly accepted principles of business ethics, such as transparency, honesty and loyalty;
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we refuse to engage in any illegitimate, unfair, or in any way questionable
behavior (vis-à-vis the community, public authorities, customers, employees, investors and
competitors) to achieve economic targets, which we pursue only through excellent performance,
quality, competitive products and services, based on experience, customer care and
innovation;
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we establish organizational controls designed to prevent Covered Parties from
violating these requirements of lawfulness, transparency, honesty and loyalty, and supervise their
observance and implementation;
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we impose consequences for any violations of these policies and
principles;
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we maintain accurate books and records, and assure the investors and the
community in general total transparency about our activities;
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we are committed to fair competition, which benefits us as well as all market
operators, customers and stakeholders;
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we pursue excellence and competitiveness in the market place, offering
quality services and products;
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we safeguard and enhance the value of all our employees;
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we respect the environment and use natural resources responsibly, with the
goal of advancing sustainable development and protecting the rights of future generations.
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ARTICLE 3: SHAREHOLDERS
The Prysmian Group is committed to guaranteeing equal treatment to all
classes of shareholders, and to avoiding preferential treatment of any class or company. We pursue
the reciprocal benefits that derive from belonging to a group of companies while respecting all
applicable laws and regulations and the independent interest of each Company as it seeks to create
value.
ARTICLE 4: CUSTOMERS
The excellence of the products and services offered by the Prysmian Group
depends on customer care and the readiness to satisfy customer requirements. We therefore seek to
assure an immediate, qualified and competent response to customer needs, through honesty, courtesy
and cooperation.
ARTICLE 5: COMMUNITIES
The Prysmian Group contributes to the economic welfare and growth of the
communities in which it operates by delivering efficient and technologically advanced services. We
are a citizen of each locality where we are established to do business, and like individual
citizens, we have a responsibility to support the community. It is our goal to take part in
projects to further the welfare of our local communities and thus be a good and contributing
citizen.
Group Companies adhere to all applicable laws and regulations and maintain
good relations with local, national and super-national Authorities, based on by full and active
cooperation and on transparency.
Consistent with these objectives and with the responsibilities they have
assumed toward different stakeholders, Group Companies recognize research and innovation as
priority conditions for growth and success.
Group Companies view favorably and, when necessary, support social, cultural
and educational initiatives directed at enhancing the individual and improving his/her living
conditions.
Group Companies do not disburse contributions, advantages or other
conveniences or things of value to government officials (including employees of state-owned or
controlled entities or enterprises), political parties, or trade union organizations, nor to their
representatives or candidates, except as permitted by applicable laws and by the provisions of this
Code and other applicable Prysmian Group policies.
ARTICLE 6: HUMAN RESOURCES
The Prysmian Group recognizes the central role of human resources; the
professional contribution of employees, in a framework of mutual loyalty and trust, is the
essential ingredient for success in every business concern.
Group Companies safeguard safety and health in working environments and
consider the respect of worker rights fundamental to the carrying out of business activities.
Employment contracts and Group policy guarantee equal opportunities and favor the professional
growth of each individual.
ARTICLE 7: ENVIRONMENT
The Prysmian Group believes in a global sustainable growth in the common
interest of all stakeholders, present and future. Their investment and business choices are
consequently fashioned to respect the environment and public health.
Without prejudice to compliance with specific enforceable regulations, Group
Companies take environmental issues into consideration when defining their choices, also by
adopting – if operationally and economically feasible – eco-compatible production technologies and
methods, with the objective of reducing the environmental impact of their activities.
ARTICLE 8: ANTI-BRIBERY POLICY
Bribery of public officials is prohibited.
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No Covered Party may provide, either directly or indirectly, anything of
value to any Public Official in order to obtain or retain business or to obtain an improper
business advantage.
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The term “Public Official” is defined very broadly, and includes an employee
of a government owned or controlled entity or a public international organization, any political
party, any candidate for public office. Whenever dealing with entities or persons connected with a
government entity, Prysmian employees shall comply with the principles set forth in this Code which
govern our conducts and strictly adhere to the Prysmian policies and procedures.
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Commercial bribery is prohibited.
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No Covered Party may provide, either directly or indirectly, anything of
value to any person in order to obtain or retain business, confidential information, or an improper
business advantage.
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No Covered Party may accept anything of value in exchange for awarding
business, providing confidential information, or an improper business advantage.
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The Anti-Bribery Policy requires adherence to other Group Policies and
Procedures promulgated from time to time concerning.
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Offering, paying, or accepting gifts, courtesies, entertainment or travel
expenses to, from, or on behalf of a Public Official or any supplier, customer, or competitor;
and
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engaging consultants, agents, lobbyists, joint venture partners or other
third parties.
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ARTICLE 9: INFORMATION - BOOKS AND RECORDS
The Prysmian Group are aware of the importance of correct information on
their own activities for the investors and the community in general.
Consequently, to the extent compatible with the confidentiality requirements
inherent in conducting a business, Group Companies strive for transparency in their relations with
all stakeholders. In particular, Group Companies communicate with the investors according to
principles of honesty, clarity and equal access to information.
Group Companies maintain books, records and accounts in reasonable detail to
accurately and fairly reflect all of their transactions, and to retain relevant documentation in
accordance with Group policies concerning record retention.
Group Companies and Covered Parties must never, under any circumstance, engage in
inaccurate, false or misleading record keeping, even if one might reasonably believe the
consequences of the inaccuracy would be harmless. This policy of full, fair, accurate and timely
recording of information extends to time reports, expense reports and other personal Company
records.
No false or artificial entries shall be made in the books and records of the
Prysmian Group. No undisclosed or unrecorded funds may be established. “Off the books” payments are
prohibited. No individual shall ever engage in any arrangement that results in a prohibited
act.
ARTICLE 10: EXPORT CONTROLS AND ECONOMIC SANCTIONS
It is the policy of the Prysmian Group to comply with all applicable export
control laws. All Prysmian Group employees must comply with these laws. Under no circumstances are
Prysmian Group employees permitted to make a transfer, export, re-export, sale, or disposal of any
product, technical data or service contrary to applicable export control laws.
The Prysmian Group will comply with all applicable economic sanctions laws
against certain entities and countries, including applicable economic sanctions imposed by the UN,
the EU, the United States, and other jurisdictions in which the Prysmian Group conducts
business.
ARTICLE 11: OBSERVANCE OF CODE
All Group Companies, Corporate bodies, and Covered Parties must strictly
adhere to this Code, to all applicable laws and regulations, and to all policies and procedures
that the Group may promulgate from time to time to implement this Code.
The Prysmian Group is committed to implementing and enforcing specific
procedures, regulations and instructions to ensure that all Group companies and Covered Parties
adhere to the values and requirements set forth in this Code.
Violations of this Code, any of the implementing policies and procedures or
other Group policies, or of any applicable law or regulation will be grounds for serious
disciplinary action, including possible termination of employment and/or termination of business
relations.
As part of its commitment to ethical and legal behavior, the Prysmian Group
requires Covered Parties to report any actual or apparent violations of law or this Code or ethical
standards so that they can be investigated and dealt with appropriately. This obligation extends to
any instance where one suspects, but is uncertain whether, a violation may be occurring. Failure to
comply with the duty to come forward is a violation of this Code and can result in serious
disciplinary action, including possible termination of employment and/or termination of business
relations.
The Prysmian Group will investigate all reports made and will not tolerate
any kind of retaliation for reports or complaints made in good faith.
All persons subject to this Code have a duty not only to report violations
but also to cooperate fully in the investigation of any alleged violation. An employee may be
subject to disciplinary action, which may include possible termination of employment, for failing
to cooperate or deliberately providing false or misleading information during an
investigation.
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