Smartmeterq

Code of Business Conduct

SmartMeterQ adopt business practices since 2017, governed by integrity, honesty, fairness and compliance with all applicable laws. SmartMeterQ employees have always supported and shared this commitment in their every day activities. Our Code of Business Ethics demonstrates and promotes the continuous realization of the Business Principles by setting minimum standards and non-negotiable behavior in key areas. The intent of this Code is to serve as a reference measurement for the evaluation of all activities. When in doubt, employees will find the instructions on the correct behavior to adopt in a given situation, considering that every one of them has the responsibility to “do the right thing”, that responsibility can not be delegated. Employees should also be based on the following principles:

Avoid any conduct that may damage or endanger the SmartMeterQ Company or its reputation;
Behave legally and honestly;

For the purposes of this Code, the term “employees” includes employees, associates, officers and directors of SmartMeterQ srl.

INDEX

Compliance with laws, rules and regulations
Conflicts of interest
Management positions and other external activities
Family members and relatives
Opportunities for the company
Antitrust and Fair Dealing
Confidential data
Frauds, protection of corporate assets, accounting
Discrimination and Harassment
Corruption and bribery
Non-compliance
Reporting of illegal or non-compliant behavior

1.Compliance with laws, rules and regulations

SmartMeterQ is its employees are bound by the law. Compliance with all applicable laws and regulations must not be subject to compromises. In addition, employees must respect the internal rules and regulations as required by the circumstances.

2.Conflicts of interest

A conflict of interest happens when an employee’s personal interests or interests of a third party enter in conflict with the interests of SmartMeterQ. In such a situation, it may be difficult for an employee to behave in a totally consistent with the interests of SmartMeterQ. Employees should try to avoid conflicts of interest whenever possible. If there was a conflict of interest or if an employee expected that a situation may involve or lead to a conflict of interest, the employee must report it to your supervisor and / or Human Resources to resolve the situation in a fair and transparent.

3.Management positions and other external activities

There mustn’t do activities outside of SmartMeterQ if these can interfere with the responsibilities of the employees towards the company or if they create risks to the reputation of SmartMeterQ or may in any way conflict with the interests of SmartMeterQ. When they have doubts about the legality of an activity, employees must ask for an opinion to the Director.The following positions and activities are acceptable only with the consent of a member of the Executive Committee:

member of a Committee
director
employee
partners
consultant

Permission will not be granted if the position or activity thatmay conflict with the interests of SmartMeterQ or responsibilitiesof employees. If the company is not asking to take a particular position orto execute a designated activities, employees will acceptactivities or external offices at their own risk and at theirexpense, dedicating only free time.

4. Family members and relatives

Close relatives and partners of employees may be hired as employees or consultants only if the appointment is based on specific skills, performance, skills and experience.These principles of recruitment fair are valid for all aspects of employment, including pay, promotions and transfers, even if the relationship is born after a certain employee has joined the company. It’s possible give priority to children of SmartMeterQ’s employees for internships, training, collaboration during the holidays and similar fixed-term appointments, provided they have qualifications equal to other candidates.

5. Opportunities for the company

Employees should not get in competition with the company, nor should they take advantage of the business opportunities identified during the employment relationship, unless expressly waived by the company to any interest in such opportunities. If any employee is interested in developing business opportunities that may be of interest for the company must inform his supervisor, who shall submit the question to the direction to see if the company is interested in these opportunities. Although the company did not express interest in these opportunities, the employee could exploit them to their advantage only if it were clear that this does not lead him to enter into competition with the activities of the company.

6. Antitrust and Fair Dealing

SmartMeterQ is ready to compete successfully in the business world and will do so in full compliance with all laws in force about the anti-monopoly, competition and fair trading. Employees should therefore always comply with the following standards:

trade policies and prices will be set out in an independentmanner and will never be agreed, formally or informally,with competitors and other parties unrelated to the company, either directly or indirectly;
customers, markets and geographic areas of distributionof the products will never be distributed among SmartMeterQ and its competitors, but will always be the result of fair competition;
customers and suppliers will be treated with fairness. Allemployees, particularly those working in Marketing, in theSales and Purchases, or who are in regular contact with competitors, must ensure they have familiar with the ruleson competition.

7. Confidential data

Confidential data are those that can not be or have not yet been made public. They include trade secrets, business plans, marketing and services, consumer reviews, projects related to the engineering and production, designs, databases, records, salary data and any other financial data or otherwise data not made public. For SmartMeterQ the continuity of positive results depends on the use of its confidential data and not by disclose them to third parties. Employees should not disclose this confidential data, or permit the disclosure, unless this is required by law or authorized by the management. This obligation continues after the termination of the employment relationship. In addition, employees must do everything possible to avoid inadvertent disclosure of data, paying particular attention when carrying out rescue operations or transmission of confidential data. SmartMeterQ grant to third parties in the same interest in protecting their confidential data. In cases where third parties, such as partners, suppliers or customers with SmartMeterQ share some confidential information, they will be treated with the same care given to details SmartMeterQ. In the same spirit, the employees will protect the confidential information which has come into possession during the previous working relationships.

8.Frauds, protection of corporate assets, accounting

Employees should never get involved in fraud or other dishonest behavior involving the properties or assets, or financial reports and accounting SmartMeterQ or third parties. These acts do not lead only disciplinary sanctions, but could also lead to an indictment. The financial data of SmartMeterQ form the basis of the asset management company and the fulfillment of its obligations to the various stakeholders. These data must therefore be precise and in line with the accounting standards of SmartMeterQ. Employees shall safeguard and make a proper and efficient use of the properties of SmartMeterQ. All employees must try to protect the property of SmartMeterQ against loss, damage, misuse, theft, fraud, embezzlement and destruction. These obligations apply to both tangible and intangible assets, including trademarks, know-how, confidential data or exclusive data and information systems. To the extent permitted by applicable law, the Company reserves the right to monitor and control how their assets are used by employees, even with an examination of all the emails, data and files in the terminal network of the company.

9. Discrimination and Harassment

SmartMeterQ respects the dignity, privacy and personal rights of all employees and is committed to avoiding any incidents of discrimination and harassment in the workplace. Employees should therefore not discriminate on the basis of origin, nationality, religion, race, gender or sexual orientation, or engage in any kind of verbal or physical harassment based on any of the factors mentioned above, or on other grounds. The employees who believe in their workplace, the above principles are not respected are invited to report to the Director.

10.Corruption and bribery

Employees must never, directly or through intermediaries, offer or promise personal or illegal benefits, financial or otherwise benefits, in order to obtain or retain business or other benefits by third parties, both public and private. They should not even accept such benefits in exchange for preferential treatment towards third parties. In addition, employees should avoid any activity or behavior that may make people think or suspect that type of conduct or intention. Employees should be aware that offer or accept such improper benefits in order to influence the decisions of the beneficiaries, even if are not involved government officials, not only could lead to disciplinary action, but also to an indictment. The improper benefits can consist of anything that has a value to the recipient, including any contracts of employment or consulting for third parties closely related. Employees should be aware that the electoral laws in many jurisdictions generally prohibit the payment of subsidies by companies to political parties or candidates.

11.Non-compliance

It is the responsibility of every employee to ensure full compliance with all the provisions contained in this Code and seek clarification when necessary to their line manager or Director. “Do the right thing” and ensure the highest standards of honesty is a personal responsibility of each employee, which can not be delegated. In case of doubt, employees should always follow the basic principles specified in the introduction to this Code. The potential breach of this Code may result in disciplinary action, which may also get to the dismissal and, if justified, to prosecution and criminal penalties.

12.Reporting of illegal or non-compliant behavior

Employees are required to report any conduct or practice considered non-compliant with the provisions of this Code, or even illegal, to their immediate supervisor or the responsible representative. If necessary, given the nature of the subject matter, the violations may be sent directly to the highest levels, including the Director of the Company. When possible, the reports may be submitted on a confidential basis or through the channels of communication for employees. All reports will be properly investigated. SmartMeterQ prohibits retaliation against any employee who in good faith make such reports, while protecting the rights of people reported.

Document updated on 04.12.2017

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