The present Code of Ethics (hereinafter referred to as the "Code") contains the ethical principles and general rules that, similar to legal, regulatory, and contractual ones, characterize the organization and activities of Tecma Solutions S.p.A. (hereinafter the "Company") and the companies controlled by it (hereinafter also the "Group").
The Company, within the dynamics and needs of entrepreneurial and economic nature, has among its primary values the one of corporate ethics, through which to convey a message of loyalty, correctness, and respect that applies to the entire Group and represents a reference point in the social reality in which it operates.
This Code also represents a prerequisite for the organizational and control models of the Group's activities and a tool for preventing illicit behaviors and offenses.
For these reasons, the Company has decided to adopt this Code, further evolved from the previous version, which consists of three parts:
The ethical principles and values to which the Company adheres are highlighted, and all those who operate within the Company or who, in any capacity, have relations with it are called to adhere to them.
The criteria of conduct that must guide the Company's activities are enunciated, particularly the guidelines and rules of behavior that those who operate on behalf of the Company are called to adhere to in order to prevent the risk of committing illicit or simply unethical behaviors.
The rules describing the ways of disseminating the Code, as well as updating and implementing the principles and rules of behavior contained in it, are identified. The procedures for managing any violations are also defined, and the subjects called upon to carry out monitoring activities on its correct application and observance are indicated.
The Code applies to corporate bodies, employees, agents, and collaborators who, in any capacity and regardless of the type of contractual relationship, operate on behalf of the Group's Companies.
The Company requires compliance with the Code from third parties (partners, clients, suppliers, professionals, consultants, and other types of external subjects) with whom it establishes business relationships or dealings.
The Company, founded in 2012 and listed in 2020 on the Euronext Growth Milan market, specializes in technical marketing, business strategies, and real estate enhancement in support of companies, developers, and investors operating in Real Estate. For the enhancement of every real estate project, in every phase, the Company offers customers technologies and digital content exclusively studied and designed, skillfully blending and digitizing artistic disciplines (architecture, interior design, photography, cinematography, graphic design), scientific disciplines (neuroscience, neuromarketing, behavioral psychology, sociology, psychology), and technological disciplines (engineering, software development, artificial intelligence, data science).
Creativity, innovation, and excellence have been fundamental values of the Company since its inception and find concrete application in the conception and production of every service or product, designed and studied to make Real Estate a business strongly shaped by digital technologies, like any other industrial sector.
Basic ethical principles and rules
Below are the fundamental principles of the Company to which all Code recipients must refer in the exercise of their activities.
Centrality of Human Resources
The Company recognizes the centrality of human resources; for this reason, it promotes a work environment aimed at developing the potential and talent of its employees and collaborators. The Company manages human resources according to the principles of respect for individual personal and professional characteristics, equal opportunities, and merit. The Company also values the professional experience of employees and promotes the transfer of knowledge to preserve the cultural heritage and fundamental values of the Company over time.
Correctness and Moral Integrity
Ethics has been, since its inception, one of the cornerstones of the Company: a set of behavioral rules to follow, fully aware that only in this way can a heritage like that which distinguishes the history of the Company be carried forward with honor and pride.
Understanding and respecting these values constitute a fundamental reference point both in internal and external relationships. The pursuit of mere economic interest can never justify conduct contrary to the principles of correctness and honesty, as well as the laws and regulations in force. It is not allowed to grant undue advantages in exchange for gifts or benefits that exceed normal courtesy practices in any type of negotiation and bargaining. In carrying out every activity, the Company operates to avoid situations of real or even potential conflict of interest, following rules of fairness and impartiality.
In particular, the Company:
• Consistently with the needs of effective management and the obligations of supervision, promotes the separation of functions for the dual purpose of identifying the subjects who have operated and preventing the emergence of situations of conflict of interest;
• Asks the recipients of the Code to act correctly and transparently, avoiding illegitimate favoritism, collusive practices, or choices that result in illegitimate personal advantages for themselves or others.
In carrying out its activities, the Company acts in accordance with its Articles of Association, the laws, and regulations in force in all countries where it operates and asks the recipients of this Code to respect this requirement and maintain behaviors that do not prejudice its moral and professional reliability.
In its internal relationships and in relations with third parties, the Company recognizes and respects the principles of dignity and equality and does not discriminate based on age, racial and ethnic origin, nationality, political and union opinions, religious beliefs, sexual orientation, gender identity, physical and mental disabilities, and any other personal characteristic not related to the work environment.
The Company promotes respect for the environment, understood as a common resource to be safeguarded for the benefit of the community and future generations in a perspective of sustainable development.
The Company promotes the confidentiality of information in its possession in the management of all its business activities. All employees, collaborators, and consultants of the Company are required not to use the information acquired in the performance of their activities for purposes not connected with the strict exercise of the same.
Information that has a confidential nature, concerning data or knowledge that belongs to the Company, must not be acquired, used, or communicated except by authorized persons: among confidential information, particular relevance is given to "price-sensitive" information. Price-sensitive information is information about facts not in the public domain and suitable, if made public, to influence the price of financial instruments. Such information must not be used in any way to gain advantages of any kind, whether direct or indirect, immediate or future, personal or patrimonial.
In the context of its business activities, the Company is inspired by the principles of legality, correctness, and fairness, loyalty to the given word, promises, and agreements, and promotes acting with a sense of responsibility and in good faith in every activity or decision.
The Company recognizes free and fair competition in a market economy as a decisive factor for growth, development, and constant business improvement and believes that in this context, its message of product quality and brand relevance can find development.
Transparency and Clarity
Communication and disclosure to the outside world (including through mass media) of news, information, and data related to the Company are based on respect for the right to information and are reserved exclusively for the company functions assigned to this. Under no circumstances is it allowed to disclose false or tendentious news or comments.
Every communication activity complies with laws, rules, and professional conduct practices and adheres to principles of clarity, transparency, timeliness, and accuracy.
Relationships with Employees
The Company supports a work environment aimed at developing the potential and talent, integrity, honesty, mutual respect, and the protection of the health of employees and collaborators. Every manager and/or structure head must:
Every employee or collaborator of the Company is required to:
Relationships with Suppliers
The choice of suppliers and external collaborators (including consultants, agents, and subcontractors) for the purchase of goods and services is based on assessments that allow reliance on suppliers with proven quality, integrity, reliability, and cost-effectiveness. Purchasing processes are based on respect for principles and laws protecting competition, ensuring transparency and efficiency in the selection process. Compensation and sums paid to suppliers are in line with market conditions or otherwise justified and verifiable.
Every recipient of this Code participating in these processes must:
The Company ceases the conclusion or continuation of any relationship in case there are suspicions of belonging to or facilitating criminal organizations. In contractual relationships with suppliers, the Company requires a commitment to share and respect the principles outlined in this Code. Violation of the established principles constitutes a breach leading to the termination of the ongoing relationship.
Relationships with Customers
The Company aims to meet the expectations of its customers by providing high-quality products and/or services in compliance with competition and market protection regulations and basing its conduct on values of correctness, honesty, and professionalism. In relationships with customers, Code recipients, to the extent of their competence and in relation to the assignments conferred on them, undertake not to arbitrarily discriminate against customers, fulfill commitments and obligations, provide accurate, complete, and truthful information, adhere to truth in advertising or other communications, avoiding the use of any deceptive, evasive, or incorrect practices.
All intragroup relationships are managed in full compliance with current regulations, as well as in accordance with the principles set out in this Code. Relationships between Group companies and information from each company intended for the preparation of the consolidated financial statements adhere to criteria of transparency, correctness, effectiveness, and traceability of the underlying economic relationships and related financial flows.
Relationships with Related Parties
The Company pays particular attention to transactions with related parties, including intragroup transactions, which must be carried out in full compliance with the principles of objectivity, transparency, and truthfulness, as well as in accordance with the internal corporate procedure adopted by the Board of Directors.
Relationships with Shareholders
All shareholders of the Company are granted equal treatment, and the Company is committed to encouraging and facilitating the broadest possible participation of shareholders in Assemblies. External communication occurs with maximum transparency and clarity, disseminating information through methods ensuring the widest possible dissemination, including availability on the Company's website. The Company promotes constant dialogue with the financial community; information is provided promptly and in an accurate and complete manner, according to current legislation on corporate disclosure.
Relationships with shareholders are exclusively reserved for functions delegated for this purpose.
Relationships with Political and Union Organizations and Other Forms of Associations
Also, with a view to contributing to the economic and social development of the territories in which it operates, the Company, within the scope of its corporate mission, interacts with union, political, and other forms of association entities. Those delegated by the Company to liaise with these entities are required to comply with the laws, avoiding any collusive or corruptive phenomena.
Relationships with Public Administration
The Company's relations with individuals representing the Public Administration, Public Officials, or individuals entrusted with public service are based on principles of correctness, loyalty, maximum transparency, as well as compliance with applicable laws and regulations. These relationships are also maintained exclusively through designated and authorized representatives, within the limits of the powers granted to them by formal proxy or within the scope and limits of their role and responsibility. In relations with Public Administration representatives, Public Officials, or individuals entrusted with public service, recipients of this Code cannot offer, even through intermediaries, money, gifts, or benefits of any kind to the involved public official, their family members, or individuals in any way connected to them. It is not allowed to seek or establish relationships of favor, influence, interference with the aim of directly or indirectly influencing their activities. These prescriptions cannot be circumvented by resorting to different forms of contributions that, under the guise of sponsorships, assignments, and consultations and/or advertising, have the same prohibited purposes mentioned above.
Protection of Industrial and Intellectual Property
Recipients of the Code act in full respect of the rights of industrial and intellectual property legitimately belonging to third parties, as well as in accordance with the provisions contained in laws, regulations, and conventions protecting such rights. To this end, all recipients of the Code must refrain from any conduct that may constitute usurpation of industrial property titles, alteration or counterfeiting of distinctive signs of industrial products, or patents, designs, or industrial models, both national and foreign. It is also forbidden to use, unlawfully and/or improperly, for the company's or third parties' benefit, works of ingenuity or parts thereof protected by legislation on copyright infringement.
Protection of Company Assets
All recipients of the Code are responsible for the protection and conservation of assets and resources, both material and immaterial, entrusted to them to carry out their tasks. The resources entrusted must be used only for the operational needs of the office and in compliance with the Company's procedures.
Financial Accounting, Financial Statements Preparation, and Financial Flows Management
The Company operates in compliance with regulations, including regulatory provisions, regarding financial accounting and financial statement preparation.
The Code's recipients, within their competence and in relation to their assigned tasks, are required to collaborate extensively to ensure that management events are accurately and promptly represented in the company's accounting and to retain all supporting documentation. This ensures that the documentation is easily accessible and consultable by authorized individuals for control purposes.
The Company has established administrative and accounting procedures aligned with these principles and adapted to the applicable regulations. This is especially relevant for companies with publicly traded shares, which have specific obligations and responsibilities regarding the preparation of financial documents and the dissemination of financial information to the market.
All financial transactions and the inflow and outflow of funds in the Company are carried out by individuals with the relevant powers, subject to authorization, and are always justified, traced, and recorded.
The Company is committed to ensuring that acquired personal information is adequately protected, as per current regulations, to prevent improper or unauthorized use. This commitment aims to protect the dignity, image, and confidentiality of all individuals associated with the Company.
The Company provides information about the type of data collected, its intended use, and how interested parties can contact the Company for information.
Personal information is collected and stored only when necessary for identified, explicit, and legitimate purposes, and it is retained for the time strictly necessary for the purpose for which it was acquired.
Health and Environment
The Company considers the protection of health and safety in the workplace as one of its primary values. It strives to provide its employees and collaborators with safe and healthy working environments in compliance with applicable laws. Training programs are promoted to educate workers on workplace safety to prevent the risks of accidents.
The Company adheres to the principle of environmental protection and positively contributes to its preservation. It seeks suitable solutions to balance business needs with responsible resource use, reduced energy consumption, and better management of atmospheric emissions.
Prohibition of Money Laundering Operations
The Company diligently follows regulations to prevent money laundering, self-money laundering, and financing criminal activities. In this regard, Code recipients are required to:
In managing financial flows, it is prohibited to tolerate irregularities that, according to normal professional diligence, raise suspicions about the legality and regularity of the origin of received money.
Information and External Communications
Code recipients commit not to disclose information about the Company or the Group that, if made public, could significantly influence the price of financial instruments issued by the Company.
Any information learned in the course of their assignment or role must be kept confidential and is considered the exclusive property of the Company. External communication complies with current regulations and company procedures.
The Company establishes its relationships with operators in information and communication systems, mass media, and advertising services in accordance with the principles of this Code.
Body Responsible for Overseeing Code Application
It is the responsibility of top management to ensure the application and dissemination of the Code and to raise awareness of its importance in achieving corporate objectives. The responsibility for promoting an effective internal control system is shared at every level of the Company or by all those who operate within the scope of their function. All employees and those who, directly or indirectly, establish relationships with the Company, on a stable or temporary basis, are responsible for implementing and ensuring the proper functioning of controls in the areas assigned to them and in line with company procedures.
All recipients are required to comply with the Code and report any behavior not in line with its principles and rules. Anyone who becomes aware of omissions, forgeries, or oversights in the information and supporting documentation for controls is obligated to report the facts.
Reports of violations or requests for clarification on the interpretation of the Code may be addressed, in the case of employees, to the head of their department or directly to the Board of Directors and the Board of Statutory Auditors, using the email address email@example.com or through specific channels that will be made available.
Regardless of the communication channel used by the whistleblower, the Company undertakes to treat each received report with confidentiality and discretion, in line with current legal provisions, and to safeguard the anonymity of the whistleblower, ensuring that the person is not subject to any form of retaliation.
Compliance with the Code is an integral part of the contractual obligations of employees, collaborators, and, more generally, all recipients of the Code. Any violations make measures applicable by the Company, modulated in relation to the severity and within the limits of the current regulatory framework. Regarding employees, non-compliance may lead to disciplinary and punitive proceedings, up to the termination of the employment relationship. For the administrators and auditors of the Company, non-compliance may result in the suspension or revocation of their position.
Non-compliance by external parties may lead to the termination of the contract, appointment, or, in general, the ongoing relationship with the Company, as well as, where there are prerequisites, compensation for damages.
The Company's Board of Directors approves the Code and any changes or additions made to it with a resolution. The Board of Directors oversees the update and, if necessary, the revision of the Code. Companies belonging to the Group also adopt the Code with their own council resolution, adapting it, if necessary, to the specificities of each business reality in coherence with their managerial and organizational autonomy. It is emphasized that if the current laws in a country affected by the Group's operations are more lenient than those of the Code, the Code's rules must be adopted as a reference.
The current Code is available on the Company's website.