SUMOTO SRL Code of Ethics

Implementing Legislative Decree no. 231/2001 as amended

Sumoto Srl, in principle and in accordance with company policy and also in order to adopt the Directive for compliance set by the parent company, EBARA CORPORATION, has adopted a Code of Conduct and Management in compliance with the requirements set forth in Legislative Decree no. 231/2001.


The Conduct and Management Standards, referred to as the CODE OF ETHICS for the sake of brevity, apply to the following subjects:

– Contract Employee Staff Corporate Bodies (hereafter referred to as internal staff)

– Parent company, subsidiaries, external professionals, Business Partners, Suppliers (hereinafter referred to as third parties) and those who have a relationship with Sumoto Srl (hereinafter also referred to as the Company) in carrying out activities in the name of and on behalf of Sumoto Srl.


The goal is to define a set of rules, procedures, principles and functional control tools to provide the company with a management model in order to avoid the risk of criminal and civilly relevant behaviour. The company requires anyone with whom it has a relationship to comply with current laws in the country in which the company carries out its business.




The rules and principles of the Code of Ethics must be implemented and respected by the following individuals: Employees, Officers, Consultants, Directors, Auditors, Members of the Supervisory Board, Agents, Representatives and Third parties in general who act on behalf of the Company in Italy and possibly abroad.

In their dealings with third parties, the Company staff, based on their responsibilities, will:

– give adequate information regarding the commitments and obligations set forth in the Code of Ethics;

– demand compliance with the requirements that are directly related to their business;

– implement the appropriate internal initiatives (and external ones if among their responsibilities) in the event of the failure of third parties to comply with the standards in the Code of Ethics. In any case, in the event that Third Parties, while carrying out their business in the name of and/or on behalf of the Company (or when conducting its business for the Company), violate the Code of Ethics, the Company is entitled to take whatever measures are set forth in the current legislation, including the termination of the contract. To this end, in their contracts with the above subjects, the company will adopt the appropriate termination clause as set forth in Art. 1456 of the Italian Civil Code (cd. Safeguard clause).




Contractual value of the code

The Code is an integral part of the work relationship.

Compliance with the standards in the Code must be considered a fundamental part of the obligations for employees of Companies in the Group, even pursuant to and for the purposes of Art.  2104 of the code Violation of the provisions of the Code may constitute a breach of the primary obligations of the work relationship or a disciplinary offence, with every legal consequence, even regarding the preservation of the work relationship and may lead to actions for the compensation

of damages caused by the violation.

For Recipients who are not employees, compliance with the Code is a condition for the

continuation of the professional/collaborative relationship with the Company.




Sumoto Srl shall:

-ensure the distribution of the Code of Ethics to Employees, Officers, Consultants, Directors, Auditors, Members of the Supervisory Board, Agents, Representatives and Third parties in general through the following procedures:

– posting the Code on the bulletin board;

– inserting the Code on the company website (currently:

– a specific training and information plan

– ensuring all possible tools for understanding and clarification regarding the interpretation and implementation of the norms contained in the Code;

– perform audits regarding every notification of violation of the standards in the Code, evaluating the facts and assuming – in the case of a confirmed violation – adequate sanctions.


 Standard Company Operation


To ensure control over the company management by the governing bodies and the Independent Auditors the common principles of coordination in matters provided for in the model are distributed throughout the entire company, so that directors, management and all employees can provide the controlling bodies and the Independent Auditors the utmost cooperation, transparency and professional integrity.


Activities subject to supervision


Regarding the activities of the Company that are subject to the supervision of public authorities in accordance with current legislation, in order to avoid the risk of committing the offences of false reporting to authorities and obstructing the supervisory function, the activities subject to supervision must be carried out under the following fundamental principles:

performing periodic reports to the authorities as set forth in the laws and regulations;

transmitting the documents required by the laws and regulations (financial statements and minutes of the meetings of the corporate bodies);

transmitting the data and documents specifically requested by supervisors;

correctness, professionalism and transparency in the conduct to follow during audits, in particular with the provision, timeliness and completeness of the documents that those responsible find it necessary to acquire;

quality and timeliness in communications to the supervisory authorities;

implementation of all interventions of an organizational and accounting nature needed to extract the data and information for the proper compilation of reports and the timely submission to the supervisory authority, in the manner and times established by the industry regulations;

existence of a reliable information system and effective internal audits to ensure the reliability of the information provided to the supervisory authorities;

preparation of the appropriate instruments for the provision of the documentation to the Supervisory Board for periodic audits to be carried out by the latter.




Absolutely proper conduct is one of the Sumoto Srl primary objectives. Therefore, the standards contained within it are intended to provide the company and its collaborators, whether directors, auditors, independent professionals, consultants and/or business partners, employees or even members with the general principles and conduct to be followed in any internal and external relationships as well as when conducting business.

These are principles and conduct that, as such, cannot be interpreted and broken or restrictive norms that govern and individual relationships and the individual specialized subjects.

Every contract Employee/Worker must act lawfully in order to meet the obligations in the employment contract, ensuring the required performance; the contract Employee/Worker is forbidden to communicate, disclose to third parties, use or exploit, or allow to be used by third parties for any reason not related to performing their work duties, any information, data, news, which has been learned during or as a result of employment with the Company. To this end, the contract Employee/Worker must comply with the specific corporate policies on information security that are drawn up in order to ensure the integrity, confidentiality and availability of the information.

Those subjects are also forbidden to receive the transfer or promise, for themselves or others, of money, gifts or other benefits including, for example, forms of entertainment, gifts, travel and other valuable goods in exchange for the performance or omission of acts in violation of the requirements related to their office or the obligations of loyalty to Sumoto Srl that can harm it, even only potentially.

In order to protect company property, each contract Employee/Worker must operate with diligence and with responsible behaviour. In particular, every contract Employee/Worker must:

1) Use the assets entrusted to them with care and prudence;

2) avoid improper use of company assets that can cause damage or a reduction in efficiency or could be contrary to the company’s interests;

3) avoid improper use of company assets for purposes unrelated to their duties and work, especially if it injuries the company’s image and decorum. Every contract Employee/Worker is responsible for protecting the resources entrusted to him/her and is required to inform their Supervisor of any event that could be damaging for the company.

In addition, every contract Employee/Worker must:

1) consult their superior or the Supervisory Board in case of the need for clarification on how to apply the rules of the code of ethics

2) immediately report to their superiors or the Supervisory Board any news learned directly or from others regarding possible violations or any request made to them to violate them.


Correctness in the event of potential conflicts of interest:

When performing any company activity, all situations, even potential ones, involving a conflict of interest or situations in which an Employee or a member of the Corporate Boards, pursues an interest that differs from the interests of Sumoto Srl or where a personal benefit is derived from business activities.


Proper use of computer tools


Sumoto Ltd. requests adherence to the provisions of the “company policy for the use of information technology” as misuse may lead to data security problems.

Therefore, the following are prohibited to computer system users:

– fraudulently intercept communications or information from other parties using the computer system;

– damage information, data or computer programs in any way, including those used by the State or other public bodies or public utilities;

– damage information, data or computer or telematics programs and systems in any way, including those used by the State or other public bodies

– access a computer or telecommunications system without authorization;

–  disclose access codes to computer or telecommunications systems without authorization;

The Company prohibits the possession, reproduction, marketing, distribution or sale of copies of software protected by intellectual property law without permission from the owner of these rights.


Correctness in using company assets


Every recipient is responsible for protecting the resources entrusted to him/her and is required to inform management of any event that could be damaging for the company. In particular, each recipient must:

– operate with diligence to protect the corporate assets through responsible behaviour that is in line with the corporate operating procedures regulating their use;

– avoid improper use of company assets that can cause damage or a reduction in efficiency or could be contrary to the company’s interests;

– obtain the necessary authorizations regarding use of the asset outside of the company environment


Transparency, completeness and truth in information:

Internal/external company collaborators are required to give complete, transparent, real, clear and diligent information so that in establishing relations with Sumoto Srl, the company and anyone else who comes in contact with the company they are able to make independent decisions and are aware of the interests involved, the possible alternatives and relevant implications.


Personal integrity and protection:

Sumoto Srl is committed to protecting the physical and moral integrity of its Employees, ensuring work conditions that respect individual dignity. It protects workers against acts of psychological aggression, opposes any attitude or conduct that is discriminatory or detrimental to the person, their beliefs, attitudes, inclinations and/or preferences.

Sumoto Srl is committed to compliance with current legislation regarding health and safety in the work place and, in particular:


Health and safety in the work place management system:


Sumoto has adopted the OHSAS 18001 standard on safety on the work place in accordance with the  structural technical standards of the law for employees carrying out the activities regarding the
document on the assessment of risk from interference and preparation of the subsequent prevention and protection measures;


Privacy and protection:

The processing of personal and sensitive data by Sumoto Srl is ensured by compliance with current legislation regarding the processing of personal data and therefore, in complete compliance with Legislative Decree 196/2003.

Sumoto Srl is the data controller, with registered office in Montecchio Maggiore Via Peripoli 1-3.

In this regard, Sumoto Srl has drafted special contract terms, aimed at informing the interested party about the way personal information collected by Sumoto Srl is processed and/or, where required by current legislation, to obtain the authorization to process it.


Equal opportunity in the management of work relationships:

Sumoto Srl offers equal opportunity to all employees based on specific professional qualifications and capacity with no discrimination.
Therefore, work relationships shall be based on the criteria of competence and merit with no consideration regarding, race, religion, creed, gender, age, ancestry or personal disability and in full respect of human rights and compliance with current laws and regulations.
Access to roles and tasks is established exclusively in consideration of skills and abilities.


Rights of children


Sumoto not employ any form of forced labor, compulsory work or child labor, or does not employ people younger than the age established by Italian law for job placement. The Company also undertakes to not establishing or maintaining working relationships with suppliers that employ child labor, as defined above.



Protection of competition:

Notwithstanding the application of the general rules set forth in this Code of Ethics, suppliers must be chosen in such a way as to not bar anyone in possession of the requirements from competing in contracts (with the adoption of objective criteria that can be documented in choosing the group of candidates) and to ensure sufficient competition.

In any case, the company reserves the right to establish privileged relations with all individuals who adopt commitments and ethical responsibilities in line with those that are the subject of this Code of Ethics.


Relationships with suppliers and third parties


When selecting suppliers and making professional assignments, objective and transparent selection mechanisms based on the principles of competition, cost, transparency and fairness must be adopted. All steps regarding the establishment, management and termination of relationships must be documented.

The following is forbidden:

– paying fees to external collaborators that are not adequately justified in relation to the type of task to be carried out and current local practices;

– submitting false statements to the government or European Union in order to obtain grants or subsidized loans or that are likely to mislead or to cause damage to the government or other public body;

– use sums received from national public or community contributions or funding for purposes other than those for which they were intended



Environmental conduct


Every employee must respect the environment, operating according to current legislation and, in particular, must not commit any actions that could cause damage or jeopardize his safety or the safety of his colleagues.

– Abandoning waste or temporary storage for periods greater than those set forth in the legislation are forbidden

– Introducing liquid or solid waste in surface or underground water is forbidden

– Using a false certificate during waste transport is forbidden

– False declarations regarding the nature, composition and chemical and physical characteristics in order to prepare a waste analysis certificate are forbidden.

If an event occurs that may cause pollution it must be reported to the production manager who will inform the competent public organizations.


Protection of share capital

All operations that can impact the Sumoto Srl share capital, even indirectly, such as the distribution of profits and reserves, the purchase or sales of shares, mergers, splits or breakups must be performed according to the law.

It is forbidden to engage in counterfeit or fraudulent conduct in order to mislead the shareholders to manipulate their votes.

It is forbidden to distribute profits not effectively earned or meant for reserves in accordance with the law.

It is forbidden to fictitiously increase Share Capital, significantly overestimating the contribution of assets in kind or credits or to attribute shared for sums less than their face value.

Any operation that could damage the Shareholders or creditors is forbidden.


Accounting records


All company accounting operations and actions must be suitably recorded and the related paper documents accurately archived according to law.

The company accounting operations must be suitably recorded, with adequate documentary support in order to identify the individuals who authorized, performed and verified the recording.

Data transmission via computer must be performed so that there is a trace of their path and so it is always possible to identify the individuals who input the data in the system;

Preparation of the annual budget, as well as the management report, must be in accordance with internal procedures and in compliance with the law and must properly and truthfully represent the company’s accounting and financial situation.

Appropriate measures must be implemented in order to ensure that whenever requests for quantitative data variations compared to what has already been booked or variations in accounting, recording and representation criteria have been made by anyone, the Supervisory Board is informed without delay.


Relationships with Directors and Auditors


The members of the corporate boards must make their activities comply with the principles of fairness and integrity, refraining from acting in conflict of interest within the activities they perform at the company.

Members of the corporate boards are also required to conduct themselves according to the principles of autonomy, independence and respect for the corporate guidelines in the relationships

on behalf of Sumoto Srl, with public institutions and any private subject. Their diligent and informed participation in the business activity is required, obtainable through the Board of Directors. They are required to keep confidential any information they become knowledgeable of for work reasons and may not use their position to obtain direct or indirect personal advantages. Every communication activity must be in compliance with the law

and conduct guidelines adopted by the Company and must be aimed at safeguarding confidential information and trade secrets.

These individuals are bound to the obligations of loyalty and confidentiality even after their relationship with the company has been terminated.



There shall be no type of gift, giveaway or benefit that could even be interpreted as exceeding normal business or courtesy practices, or aimed at obtaining favourable treatment in conducting any activity related to the company and, in particular, any type of gift, giveaway or benefit is forbidden to Italian or foreign public officials or their family members, which may influence their independent judgement or lead to an advantage.

The standards of conduct described in this section are intended to encourage the proper development of the business activities of the Company so that the officials strive to prevent corruption related to the Company activities in compliance with the “Corruption Prevention Policy”.


Corruption Prevention with Institutions and the Public Administration


Relationships with Institutions, the Public Administration and participating Organizations of any type must be transparent and coherent with the Company policies and must be maintained by the company functions formally delegated to it. In particular, in addition to other laws, including foreign ones, governing responsibility offences pursuant to Legislative Decree no. 231/01, the officials must comply with Italian anti-corruption legislation (Articles 318 to 322 of the Italian Penal Code and Italian law no. 190/2012), as well as the laws in force in Japan, whereas, under the United States Foreign corrupt Practices Act, the UK Bribery Act and anti-corruption legislation in other foreign countries, the act of bribery of a foreign public official in a foreign country by a subject that is active in a foreign country, including a company which has its head office in Europe , is largely subject to punishment, and that there are laws providing for severe sanctions.

The Company will strive to gather information on the laws regarding corruption prevention in the countries involves, as well as adapting internal policies to these standards and the relevant regulations as necessary.

These regulations apply to any and all business activities performed by the Officers of the Company.

In order to improve understanding, a series of definitions is provided below:

– “Bribes for the purposes of corruption” refers to a benefit paid as unlawful remuneration for the fulfilment of an official duty by public officials, etc;

– “Benefit” refers to every and any tangible or intangible benefit, not only assets, that meet the requirements or desire of an individual, including, for example, money, property and financial benefits, the loan of houses and buildings, forms of entertainment, gifts, travel, debt reimbursements, the supply of securities, guarantees, professional rank in the office and other valuable assets. – “Public Official” refers to a member of a board or committee or another official who performs public functions according to any law or standard, including, for example, government and local officials and also includes a person responsible for a public service;

– “Foreign public official” refers not only to an individual who performs public functions for a government or local, foreign public organization but also an individual who performs functions for any ministry, agency or semi-public organization of them, one who performs work duties for public organizations and who have been granted special powers, individuals who perform public functions for international organizations and those to whom powers have been granted by a foreign government, but also the staff of political parties, candidates for elective public office and any other individual who can be considered a foreign public official according to the anti-corruption laws in the country involved.

Whereas in some cases, for example in the case of employees of state-owned enterprises, it is difficult to determine whether a subject falls under the category of “Foreign Public Official”, the scope of the expression “Foreign Public Official” must be carefully determined in compliance with anti-corruption legislation in the country in question;

– “Public official, etc.”  refers to a Public Official and Foreign Public Official. The company also considers payments illegally made directly from Subjects and/or Italian Organizations or their employees as well as those made through Subjects that act on their behalf in Italy or abroad to be acts of corruption (for example, subsidiaries, subcontractors, contractors, consultants, business partners or other third parties).


Tangible modes of corruption


In particular, the following are expressly forbidden:

-make (including authorize, offer, promise or give; the same is true for the rest) gifts of money to public officials or public service employees;

– offer money or gifts, except in the case of gifts or use benefits of modest value, and in any case that do not jeopardize the integrity or reputation of any of the parties and cannot be understood as intended to obtain improper advantages;

– grant other advantages of any type (such as promises of direct employment or employment of close relatives, assign tasks to indicated individuals, etc.) to representatives of the Public Administration, that can lead to the same consequences as in the previous point.

The conduct described above is also prohibited when it stems from compulsion or induction made by the Public Official or by the Public Service representative. In such cases, the Employee is required to report that fact to his superior, who will in turn report it to the Supervisory Board.

When a business negotiation, request and/or relationship is in progress with the Public Administration, the staff in charge (at any level) should not seek to influence the decisions of the Counter party, in that they include the officials acting or making decisions on behalf of the Public Administration.

In the specific case of a tender with the public administration, it must be performed in compliance with the law and proper business practice.


Exception: free gifts


If granting any benefits including, for example, forms of entertainment, gifts, travel and other valuable assets, Officer of the Company must do so (i) no for an unlawful purpose, and (ii) without violating anti-corruption legislation or other applicable laws and regulations.

The Officer of the Company may not grant any certificate as a free gift that does not specify the product involved.

The entertainment amount for a Public Official, etc. must be at most equal to the amount of one hundred dollars (US $100) for entertainment for Public Officials, etc. and the number of entertainment events must be at most four (4) for every corporate year.

The amount of the gift to a Public Official, etc. must be equal to a maximum of one hundred dollars (US $100) per gift per Public Official.


Private corruption prevention


Private corruption (set forth in Art. 2635 of the Italian Civil Code) arises when money or other benefits are delivered in favour of a person belonging to a private organization that, contrary to the obligations of loyalty to said organization, fails to perform or performs an act related to the role performed inside said organization.

Per Italian law, the conduct by the corrupted individual damages the organization to which he/she belongs.

The following is forbidden:

– Make or promise to any person, on their own behalf or for others, money for the fulfilment or omission by the recipients, of acts in violation of the obligations of their office or their obligations of loyalty to the organization for which they operate and with harm or potential harm to said organization;

– grant or promise other benefits to any person including, for example, forms of entertainment, gifts, travel and other valuable assets, as per the above.

Sumoto Srl considers payments illegally made directly from Subjects and/or Italian Organizations or their employees as well as those made through Subjects that act on their behalf in Italy or abroad to be acts of corruption.

In order to ensure complete understanding of the above, the definition of the duty of loyalty is given. Violating it is a constituent element of penal classification set forth in Art. 2365 of the Italian Civil Code called private corruption. It is governed by Art. 2105 of the Italian civil code.

“The worker must not transact business on his own behalf or the behalf of third parties in competition with the employer or disclose information relating to the company organization and production methods, or use it to damage the company.”

The violation of the obligations inherent in the office is also a constituent element in the penal classification of private corruption. These must refer to all of the obligations set forth, for the corrupted individual, by the law and every other legislation, regulation or ethical standard.




All contract employees and workers must report any violation, even  potential ones, to the Supervisory Board.

Chief Executive Officer, is assigned the Supervisory Board function, with the task of supervising the operation and updating of the company organizational model.

The Supervisory Board must carefully and punctually verify reports of violations, ascertain the  validity of the information received and proceed with the application of  penalties commensurate with the magnitude of the damage.

For third parties who are not tied to the Company through an employee relationship, violations of  the Code will be punished using the penalties set forth in the relevant legislation.


The Company Board of Directors guarantees that no one may suffer any retaliation, trouble or discrimination of any kind for having provided information regarding possible violations of the Code or reference standards.





confidential reporting of violations of the standards contained in the Code of Ethics. An email address was created:  for reporting conduct contrary to the standards.


Only the independent organization  has access to the email as an independent and autonomous professional who, in the event of a report, will perform the appropriate investigations  and contact the President of the Board of Directors for the appropriate action.


She will be responsible for preparing the annual report to be Submitted to the BoD.







In order to make all the rules in the Code of Ethics mandatory, a Disciplinary System was also set up in the procedural and organizational protocols that contains all the penalties established for the violation of each individual standard in the code that make it possible for the company to be considered responsible for the crimes set forth in Legislative Decree 231/01.

Consultants, Partners, Employees, Directors, Auditors, Members of the Supervisory Board, Agents, Proxies and Third Parties in general who have contractual relationships with the company are subject to the Disciplinary System.

In this regard it is declared that violations of the Code of Ethics as well as violations of company procedures differ from and remain distinct from violation of the law that the commission of a crime entails. The employer’s assessment should not therefore coincide with the assessment of the criminal court, nor should the employer wait for the outcome of legal proceedings in progress before imposing the set disciplinary measure.

The primary violations of the standards contained in the Code of Ethics are as follows:


– Violation of the prohibitions and obligations indicated in the Code of Ethics

– commission, even if not successful, of actions set forth as crimes that could lead to the Company being responsible under the provisions of Decree 231/2001.

– failure to cooperate with the Supervisory Board through the adoption of ommissive behaviour or conduct aimed at obstruction the audit and control functions of the Supervisory Board.

committing actions that expose the company to the risk of committing the crimes set forth in Decree 231/2001, as amended

retaliation against those who have reported possible violations of the Code of Ethics in good faith

– providing false and unfounded information unjustly accusing other employees of violating the Code




The penalties will be imposed appropriately and proportionally in relation to the severity of the conduct, considering the following circumstances:

– worker’s duties
– timing and implementation method of the infringement

– circumstances in which it occurred;

– presence and intensity of the international element,

– the degree of negligence, imprudence and unskilfulness demonstrated, taking into account the predictability of the event

– any mitigating circumstances;

– the relevance of the violation and the extent of damage or danger


The disciplinary measures adopted will be according to the type and severity of the crime: VERBAL REPRIMAND, WRITTEN REPRIMAND, FINE, SUSPENSION OF PAY, and TERMINATION

The penalty system in relation to employees the disciplinary system was formulated in accordance with Art. 7 of the Workers’ Statute is therefore characterized by the principle of the typicality of sanctions along with the typicality of the violations.


To supplement the provisions of the National Labour Contract it is specified that a disciplinary offence is incurred by a worker who, through omissive behaviour:

– violates the procedures set in this Code of Ethics through failure to comply with duties and obligations

– violates the procedures set in this Code of Ethics through negligent conduct and neglecting compliance with the laws, jeopardizing the safety and regularity of the service with serious damage to the assets of the company or third parties.

– adopts a behaviour clearly in violation of this Code, causing the company to apply the measures provided for in Decree 231/2001, which extends to legal persons the responsibility for crimes committed in Italy and abroad by individuals operating for the company.

-implement conduct directed at committing a crime or that seems like a crime based on Legislative decree 231/2001.




The Company requires that anyone with whom it has a relationship complies with the laws in force in the countries where Sumoto operates and with the rules contained in this code and invites them to adopt for their own responsibility, business procedures and/or use proper conduct to prevent the commission of crimes.

Failure to comply with this requirement is a violation that will entitle the Sumoto to suspend the execution of the contract and to withdraw unilaterally from it, subject to the requirement for the third party to compensate for any damages.

Anyone with knowledge of a violation by the collaborators, consultants or other third parties must report it to ‘Supervisory Board, which, having acquired any useful element, will take the appropriate action that will be reported to the Board of Directors.




When the violation is committed by a Member of the Board of Directors or the Board of Statutory Auditors or the Auditor, the Supervisory Board must inform the entire Board of Directors and the Board of Statutory Auditors or Auditor without delay.

Once having received the information, the recipients must take the appropriate measures set forth in the law including the immediate convening of the shareholders.

Once the violation has been verified, the shareholders shall set a penalty for the crime, which, according to the severity, can be as follows:

– written warning with an invitation to comply with the regulations in the Code of Ethics

-revocation of any powers in the business in which the infringement was committed

– revocation of office for just cause.





The Code of Ethics was issued by the executive body of the Company and will be updated and changed based on company needs or legislative changes.

The pro-tempore Director may make formal changes or additions.



This Code of Ethics became official with the approval of the BoD on July 16, 2014.


This Code of Ethics was updated on March 2021