Anticorruption Policy

Seda International Packaging Group
Anticorruption Policy
January 2024

1. INTRODUCTION

The Seda Group is a multinational organisation operating in several countries around the world.

Keenly aware of the negative effects of corrupt practices on economic and social development in the areas in which it operates, the Seda Group is committed to preventing and combating the occurrence of illicit practices in the exercise of its activities, at all levels and in all geographical areas.

As a tangible expression of its commitment in this regard, the Seda Group has adopted a Code of Ethics, defining the values by which the Group is guided in achieving its objectives and the principles it applies in conducting its activities.

In further confirmation of its commitment against unlawful conduct, with the introduction of this Policy, the Seda Group intends to reinforce safeguards for preventing and contrasting already existing corruption with the aim of further enhancing awareness of the principles, rules and conduct that must be observed by the Recipients of this procedure within the sphere of their functions and responsibilities.

2. PURPOSE

The objective of this Policy is to:

  • illustrate the Seda Group's commitment to the fight against corruption as well as compliance with current anti-corruption laws;

  • define the elements for identifying and preventing potential episodes of corruption in order to protect the integrity and reputation of the Seda Group;

  • clearly convey the anti-corruption principles to all Recipients, both internal and external to the Seda Group;

  • ensure that all Recipients, both internal and external to the Seda Group, are aware of the contents of this Policy and the ensuing obligations, even through targeted training activities.

3. SCOPE

The approval of this Policy is the responsibility of the Chief Executive Officer of Seda International Packaging Group S.p.A. and is to be applied with immediate effect to all Recipients as defined below.

This Policy is mandatory for Seda International Packaging Group S.p.A. and for all Seda Group companies, both Italian and foreign, for whom the policy shall be implemented with the signature of the COO.

4. DEFINITIONS, ABBREVIATIONS AND ACRONYMS

In this Policy, the following terms and expressions are to be defined as set forth below:

Areas and activities at risk of criminal offence: The areas or activities (individual or collective) that may expose Seda International Packaging Group S.p.A. and the companies of the Seda Group to the risk of recipients of the Anti-Corruption Laws committing one or more offences

BoD: Board of Directors

Code of Ethics: A document adopted by the Seda Group defining the ethical and social standards to which corporate representatives must adhere

Contributions to associations and organisations: Donations to non-profit organisations (e.g. associations, foundations, non-profit organisations)

Corruption: Anyone who, in directly or indirectly carrying out activities in theinterest of, or to the advantage of, Seda International Packaging Group S.p.A. and the companies in the Seda Group, promises or gives money or other benefits to:

  • a Public Official or public service officer in order to induce him/her to exercise his/her functions or powers (improper bribery) and/or to induce him/her to commit acts contrary to his/her duties (proper bribery);

  • this includes intermediaries, administrators, general managers, managers responsible for preparing company accounting documents, auditors and liquidators, of private companies or entities in order to induce them to perform or omit an act in breach of the obligations inherent to their office or obligations of loyalty.

Recipients: The members of the administrative and supervisory bodies (e.g. Board of Directors, Board of Statutory Auditors), as well as employees, collaborators and all those working in Italy and abroad in the name of, or on behalf of, the Seda Group

Facilitation payments: Unofficial payments made in favour of a Public Official or public service officer for the purpose of expediting, favouring and generally facilitating the execution of a routine activity

Seda Group: Seda International Packaging Group S.p.A. and Seda Group companies

Commercial agency agreements: Agreements designed to support the activities of the Seda Group when assessing market conditions and opportunities in the areas in which it operates

Joint Venture: Contractual agreement for long-term cooperation by which the Seda Group undertakes a jointly controlled economic activity with a third party (partner)

Anti-Corruption Laws: Indicate (i) the anti-corruption provisions provided for in the Italian Criminal Code, and other applicable national laws, including Legislative Decree No. 231 of 2001, and/or (ii) other public and commercial anti-corruption laws in force in the world and/or (iii) international anti-corruption treaties

Gifts and entertainment expenses: Gifts, gratuities, hospitality and expenses incurred for the purchase of goods and services intended for the purpose of promotion or public relations. With regard to gifts, they must be of "moderate value"

M&A operations: Transactions carried out by the Company involving acquisitions, divestments, mergers, spin-offs, the transfer of companies or business units, strategic alliances and partnerships

Public Administration (PA): includes Public Administration Agencies, Public Officials and/or Public Service Officers, as defined below:

Public Administration Agency:

  • any agency, office or entity, be it central or decentralised, in Italy or abroad, which is responsible for public interests and executes legislative, jurisdictional or administrative activities by virtue of rules of public law and authorising acts;

Public Official:

  • Any person exercising a legislative, judicial or administrative public role. Civil service is governed by rules of public law and authoritative acts and is characterised by the formation and expression of the will of the public administration or by its implementation by means of authoritative or certifying powers;

  • anyone acting in an official capacity in the interest of or on behalf of (i) a national, regional or local public administration, (ii) an agency, office or body of the European Union or of an Italian or foreign, national, regional or local public administration, (iii) an enterprise owned, controlled or participated in by an Italian or foreign public administration (iv) a public international organisation, such as, for example, the European Bank for Reconstruction and Development, the International Bank for Reconstruction and Development, the International Monetary Fund, the World Bank, the United Nations or the World Trade Organisation, (v) a political party, a member of a political party or an Italian or foreign candidate for political office;

Public Service Officers:

  • that is, those who, for whatever reason, perform a public service, where public service is intended as an activity regulated in the same manner as public administration, but is distinguished by the absence of powers typical of public officials

Private entities: Companies, consortia, foundations, associations and other private entities, including those without legal status (including rating agencies), which engage in professional/institutional or business activities, the execution or non-execution of which may benefit the Seda Group or for which Seda may have an interest

Public Entities: Public Officials, Public Service Officers, Politically Exposed Persons and, more generally, officials or internal organs of Authorities or Public Administrations

Sponsorships and Advertising Initiatives: Contracts related to a specific event, project or activity, stipulated by the Seda Group with the aim of enhancing and disseminating the company name, image and brand or promoting its activities, products and services.

5. GENERAL PRINCIPLES OF REFERENCE

The general and peremptory rule in the Seda Group is that any form of bribery in favour of any entity (Public and Private Subjects) is prohibited. Therefore, Recipients are prohibited from offering, promising and giving, as well as soliciting, accepting and receiving bribes.

Based on this principle, Seda Group personnel are strictly prohibited, and will be sanctioned without exception, from soliciting, receiving or accepting the promise or conferring of an economic advantage or other benefits (i.e. so-called "passive corruption"), as well as offering, promising or conferring an economic advantage or other benefits to Public or Private Parties or third parties (i.e. so-called public or private "active corruption").

Such conduct is prohibited even if carried out indirectly by means of a third party; similarly, it is prohibited to offer, promise or confer an economic advantage or other benefits in favour of family members, relatives or persons related to or indicated by a Public or Private Entity ("indirect corruption").

In particular, the general principles that must be observed in order to ensure an effective Internal Control System in relation to corruption offences may be summarised as follows

  • Compliance with the Internal Regulatory System: Compliance with the Internal Regulatory System: activities must be conducted in compliance with the principles of conduct and rules defined in the Seda Group's Internal Regulatory System;

  • Prohibition of unlawful practices: no questionable or unlawful practice (including "Facilitation payments") may, under any circumstances, be justified or tolerated on the grounds that it is carried out in the interest of the Seda Group or that it is considered "customary" in the sectors or in the countries where Seda Group companies operate;

  • Compliance with the Policy in business relations: Seda Group business relations of companies involving both Public and Private Parties must be conducted in compliance with this Policy and the Anti-Corruption Laws;

  • Responsibility of Seda Group Personnel: Seda Group personnel are responsible, each to the extent of his/her competence, for compliance with this Policy;

  • Training for Seda Group personnel: specific training plans must be provided for Seda Group personnel;

  • Segregation of duties: the execution of corporate activities must be based, whenever possible, in accordance with the organisational structure, on the principle of segregation of duties, whereby the authorisation of an operation must be under the responsibility of a person other than the person who operatively executes or controls said operation;

  • System of powers: the powers of authorisation and signature must be: (i) in keeping with delegated organisational and managerial responsibilities, (ii) clearly defined and known within each Seda Group company, (iii) exercised within the defined limits.

The granting of powers for a specific type of act must conform to the specific requirements, if any, of the legal provisions for the execution of that specific act. It must be ensured that the powers are revoked in a timely manner as well as the corresponding benefits, in the event a company should leave the Seda Group company or, if necessary, there is a change in the organisational role of the beneficiary;

  • Transparency and traceability of processes: all activities must be verifiable, documented, consistent and congruent with the activities of each Seda Group company. The proper storage of relevant data and information must be ensured, by means of digital media and/or hard copy;

  • Adequacy of Internal Regulatory System documents: documents must be commensurate with operations and the level of organisational complexity within Seda International Packaging Group S.p.A. and Seda Group companies, and must be such as to guarantee the controls necessary to prevent the perpetration of the offence of corruption;

  • Impartiality and absence of conflicts of interest: Recipients of this Policy must operate professionally, impartially and in compliance with anti-corruption legislation. They are therefore obliged to avoid any and all situations that may give rise to a conflict of interest, such as to affect, even potentially, their ability to act in the interest of the company and in compliance with the aforementioned regulations. Should Recipients become aware of a situation that might give rise to a conflict of interest, they must immediately report it to their manager, who together with the Management, will assess how the matter should be handled.

6. PRINCIPLES OF CONDUCT APPLIED TO THOSE AREAS MOST AT RISK OF CORRUPTION

Pursuant to an analysis of those areas most exposed to the risk of corruption, in addition to the general principles set forth in section 5 above, Seda Group undertakes the following commitments in the execution of its activities.

7. CHARITABLE CONTRIBUTIONS AND DONATIONS

Any contributions or donations to charitable organisations and entities must be made in compliance with the Anti-Corruption Laws and with the Seda Group's Internal Regulatory System. In particular, all contributions and donations must at least be compliant with the following principles:

  • be made in favour of charitable organisations;

  • be paid exclusively into an account registered in the name of the recipient organisation; payments into numbered accounts or in cash, or to a person other than the recipient organisation, or in a third country other than the recipient organisation's country, are forbidden;

  • be recorded with accuracy and transparency in the books and records of the Seda Group companies.

8. SPONSORISHIPS

Any sponsorship must be carried out in compliance with Anti-Corruption Laws and the Seda Group's Internal Regulatory System. In particular, all sponsorships must comply with at least the following minimum principles:

  • be formalised by means of a contract containing at least the following elements:

  • the sponsee's right to use the Seda Group's images/logo;

  • the start date and duration of the sponsorship;

  • the currency and amount of the remuneration envisaged;

  • the method of payment through accounts registered in the name of the sponsee; payments to numbered accounts or in cash, or to a party other than the sponsee or in a country other than that of the sponsee, are prohibited;

  • a declaration on the part of the sponsee (including directors and employees) that he/she is not a Public Official or Public Service Officer in order to avoid any possible conflict of interest;

  • the right of the Seda Group to terminate the contract, interrupt payments and obtain compensation for damages in the event of the breach by the sponsee of the Anti-Corruption Laws or Seda Group Internal Regulatory System;

  • the obligations assumed by the sponsee;

  • be entered in the books and records in a correct and transparent manner;

  • be paid in the manner set forth in the sponsorship contract and subject to verification of authorisation to make payment by the competent manage.

9. FACILITATION PAYMENTS

Facilitation payments are expressly prohibited. The Seda Group does not permit payments of any amount to be directly or indirectly made or offered for the purpose of expediting services already due from a Public Official or a Public Service Officer.

10. GIFTS AND ENTERTAINMENT EXPENSES

The Seda Group does not permit any form of gifts and entertainment expenses that do not fall within the scope of normal acts of business courtesy or that may be intended to create an obligation of gratitude or to acquire inappropriate advantages in the conduct of its business. In addition to the fact that there are no exceptions to this provision even in those countries where offering gifts to business partners is customary, this prohibition includes both gifts that are offered and those that are received.

Any gifts and entertainment expenses must:

  • never involve payments in cash;

  • be made or received in connection with legitimate business purposes and in good faith;

  • not be motivated by the wish to exert undue influence or the expectation of reciprocity;

  • be sensible and, in any case, such that they cannot be misconstrued as given with the intent of obtaining favourable treatment;

  • be in good taste and in keeping with generally accepted standards of professional courtesy;

  • be provided for in specific documents of the Internal Regulatory System;

  • comply with local laws and regulations applicable to Public Officials or Public Service Officers or private individuals, including, where they exist, the internal codes of conduct of their organisations or entities.

Furthermore, any gifts offered or received must not exceed the threshold as defined by Seda Group Companies in specific Internal Regulatory System documents. Anyone who offers or receives gifts of an actual or estimated value exceeding the defined threshold shall refuse the gift and notify the local Purchasing Department for awareness measures and the Head of the local HR Department. If the gifts in question are received by post, he/she shall notify the local HR Department for instructions as to how to return them.

11. SUPPLIERS

The procurement process within the Seda Group is governed by specific documents of the Internal Regulatory System, which define the roles and responsibilities of the key parties as well as the general rules related to the most significant stages of the process, such as the supplier selection and qualification, the contract stipulation and management, procurement reporting and control and documentation management.

  • cost-effectiveness, effectiveness, timeliness and fairness;

  • free competition, equal treatment, non-discrimination, transparency;

  • proportionality and publicity;

  • minimisation of risks and maximisation of value.

12. PERSONNEL SELECTION AND RECRUITMENT

Staff selection and recruitment are governed by the principles of transparency, fairness and impartiality, with due respect for the worker's professionalism and skills. Within the context of staff selection and recruitment, the Seda Group shall ensure that its resources are selected in keeping with the profiles actually required for the company's needs, avoiding favouritism and facilitations of any kind and basing its choice exclusively on criteria of professionalism and competence.

The Seda Group requires that staff pre-employment checks be conducted to ensure compliance with at least the following minimum principles:

  • suitability for the role and the duties to be performed.

  • absence of any conflicts of interest.

The Seda Group requires that the assessments conducted during the pre-employment phase, aimed at complying with the minimum principles, continue for the entire duration of employment

13. ACCOUNTS KEEPING AND MONITORING

In relation to the keeping of accounting records (general accounting records, financial statements and other corporate communications), the Seda Group has established an internal control system. The Group carries out adequate and sufficient accounting controls in order to provide reasonable assurance as to the adequacy, completeness, truthfulness and reliability of the accounting records, as well as the reliability of the financial reporting and the preparation of the financial statements, in accordance with generally accepted accounting principles and, in any event, with current legislation. The internal control system therefore provides for specific controls at different organisational levels, with appropriate implementation methods.

14. TRAINING AND DISSEMINATION OF THE ANTI-CORRUPTION POLICY

The Seda Group promotes the understanding of this Policy to all the personnel of the same Group, who are therefore required to comply with it within the scope of their functions and responsibilities.

In particular, knowledge is promoted through:

  • posting the Policy in the corporate intranet of Seda International Packaging Group S.p.A. and of each Seda Group company;

  • distributing the Policy to new recruits who, having signed in acknowledgement of receipt, undertake to familiarise themselves with the Policy and comply with its provisions.

The Seda Group also promotes training programmes on the principles of this Policy for internal Recipients.

15. REPORTING VIOLATIONS AND ANTI-CORRUPTION POLICY

The Seda Group encourages respect of the principles contained in this Policy and asks the Recipients of this Policy to promptly report acts of corruption, whether attempted or actual, as well as any violation (or reasonable suspicion of violation) of the Policy and/or the Anti-Corruption Laws or any improper request, direct or indirect, of money or other benefits on the part of a Public or Private Party.

The Seda Group provides the Recipients with communication channels (including the so-called "Whistleblowing" channel) designed to guarantee the receipt and management of circumstantiated reports of alleged misconduct based on precise and concordant elements of fact and the protection of the reporting party in line with the regulations in force. These channels are available in the Guidelines on Whistleblowing Management, published on the institutional website.
The Ethics Committee is entrusted with receiving and managing whistleblowing reports.