Doc N° 2.0-CHG-INF 5.0
Rev1 dated 24/07/2025
PREAMBLE
Corruption generally refers to the conduct of a person who, in exchange for money or other undue benefits and/or advantages, acts against their duties and obligations.
The CHIARAVALLI GROUP S.p.A., LMC S.r.l., CP GROUP S.r.l. and CLC S.r.l. are committed to creating value for all stakeholders.
Our Anti-Corruption approach includes ongoing dialogue with all stakeholders, both internal and external, and the active promotion of a culture of fair competition and transparency.
The Chiaravalli Group will make a copy of this Code available to its stakeholders, through its website and/or direct distribution, in Italian.
It is required that this Code be translated into the local language and disseminated to all stakeholders, who must be fully aware of and familiar with it.
PURPOSE
One of the key factors of the Organization’s reputation is its ability to conduct business with loyalty, fairness, transparency, honesty and integrity, in compliance with laws, regulations,
similar mandatory requirements, international standards and guidelines, both national and foreign, that apply to the Organization’s business.
This Anti-Corruption Procedure is adopted in order to provide a systematic framework of rules and procedures regarding Anti-Corruption, designed and implemented by the Organization over time.
In general, Anti-Corruption Laws classify as illegal, for the Organization’s Personnel, Business Partners and anyone acting in favor of or on behalf of the Organization, the promise, offer, payment or acceptance, directly or indirectly, of money or other benefits in order to obtain or retain business or secure an undue advantage in relation to business activities.
SCOPE OF APPLICATION
This Code applies to the Organization and to the Companies it controls within the scope of its management and coordination activities.
The Organization will also use its influence, as reasonably possible under the circumstances, to ensure that its Business Partners meet the standards set out in this Anti-Corruption Procedure by adopting and maintaining an adequate internal control system in line with the requirements established by Anti-Corruption Laws.
REFERENCES
Internal:
Organization’s Code of Ethics
Code of Conduct
Antitrust Code
Any regulatory instrument updating and/or supplementing the above references
Current regulatory documents governing matters related to this Code, applicable insofar as not conflicting with it and consistent with the company’s organizational structure
With reference to Controlled Companies within scope, documents of transposition/integration possibly issued in connection with the Organization’s regulations
External:
Italian Penal Code
Legislative Decree No. 231/2001
Other public and commercial law provisions against corruption in force worldwide and international anti-corruption treaties, such as:
OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
United Nations Convention against Corruption
DEFINITIONS
For the purpose of this Code, the following definitions apply:
Business Partner
Any third party, not an employee, that provides or receives goods/services from the Organization, acts on its behalf, or has significant contact in performing the assignment (e.g., joint ventures, consultants, agents, franchisees).
Consultant
A natural or legal person providing the Organization with professional services or expert advice in support of decision-making.
Relevant Contact
Any direct or indirect interaction with public entities, officials, political parties or top private individuals that may influence administrative decisions, procurement, authorizations, or lead to undue advantages.
Subsidiary
An entity directly or indirectly controlled by the Organization, according to IAS 27 criteria, in Italy or abroad.
Due Diligence
Preliminary verification of a Partner’s compliance with the Organization’s anti-corruption requirements.
Facilitation Payment
Unofficial payments to Public Officials to speed up routine or legally required activities.
Family Member
Spouse and first-degree relatives (including in-laws and cohabitants) of the Public Official or private individual.
Supplier
An economic operator able to meet a need for goods, services or works, according to internal procurement rules.
Contract Manager
Responsible for proper execution and technical-economic monitoring of a contract, as well as internal and external liaison.
Intermediary
A third party tasked with promoting business interests, facilitating contracts, or introducing the Organization to other parties.
Anti-Corruption Laws
Italian and international laws against corruption (e.g., Law 190/2012, Legislative Decree 231/2001, FCPA, UK Bribery Act, UNCAC, OECD).
High-Risk Personnel
Employees or managers who have or supervise relevant contacts, may enter into contracts, or influence sensitive decisions in the anti-corruption field.
The Organization
Directors, officers, employees, collaborators, and corporate bodies of the Group companies.
Public Official
Anyone exercising public functions or acting on behalf of public bodies, state-owned enterprises, international organizations, political parties, or candidates.
Red Flags
Indicators of potential corruption risks in relations with third parties.
Anti-Corruption Regulatory Instruments
Internal procedures and operational instructions aimed at preventing corruption offenses in business processes (e.g., public authority management, procurement, sponsorships, hiring, expenses, etc.).
Joint Venture
Corporate or contractual agreements (e.g., consortia, ATI) in which the Organization holds a participation or interest.
ANTI-CORRUPTION LAWS
Most countries prohibit the corruption of Public Officials, both domestic and foreign, and many – including Italy – also prohibit private-to-private corruption.
Since CHIARAVALLI GROUP is established in Italy, the Organization and its Personnel are subject to Law 190/2012, the Italian Penal Code, Legislative Decree 231/2001, and other international laws, including:
OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
United Nations Convention against Corruption (UNCAC)
Foreign Corrupt Practices Act (FCPA) – United States
UK Bribery Act – United Kingdom
These regulations:
Prohibit any form of payment, promise, or undue offer – direct or indirect – to Public Officials or private individuals to obtain improper advantages.
Require that accounting records truthfully and accurately reflect all business transactions, including those of minor value.
Sanction even formal irregularities or omissions in the books, regardless of corrupt intent.
Consequences of Violations
Anyone – natural or legal person – who violates Anti-Corruption Laws may face:
Heavy monetary fines
Prison sentences for individuals
Disqualification from public contracts
Confiscation of illicit proceeds
Reputational damage
Regulations generally prohibit companies from absolving their personnel of personal responsibility for such violations.
Legal Support
Since regulations may vary, it is always advisable to seek qualified legal advice before making potentially risky commitments.
In case of doubts regarding the interpretation of anti-corruption laws, the Code of Ethics, or the application of internal control measures, the General Management – Holder of the Organization – must be consulted.
POLICY
Absolute Prohibition of Corruption
In line with the Code of Ethics, the Organization prohibits all forms of corruption – active or passive – towards Public Officials and private individuals, without exception.
It is prohibited to:
Offer, promise, authorize, or give, directly or indirectly, money or other benefits to a Public Official or private individual (active corruption).
Solicit, accept, or authorize receipt of advantages from third parties (passive corruption).
When the purpose is to:
Obtain or maintain business or an improper advantage
Influence official acts or breach official duties
Reward unlawful conduct or influence public or private functions
The prohibition applies both to internal personnel and to third parties acting on behalf of the Organization and concerns not only money but also:
Gifts, presents, travel
Meals and services of any kind if not duly reported to Procurement or HR
Sponsorships, assignments, job opportunities
Confidential information or personal discounts
Facilitation payments
Benefits offered to relatives or persons designated by the recipient
Those managing relations with external parties may not independently:
Enter into contracts
Access financial resources
Assign professional mandates
Grant benefits
Hire personnel
Without prior authorization under internal procedures.
Failure to recognize risk signals (red flags) or omission of checks (e.g., due diligence) may be considered willful blindness.
Obligations and Responsibilities
Compliance with the Anti-Corruption Procedure and applicable regulations is mandatory for all Personnel and Business Partners.
In particular:
Relations with Public Officials or private parties must comply with internal and external anti-corruption rules.
Unit or Project Managers must monitor their teams and prevent violations.
No practice may be justified on the grounds of “culture” or “local custom.”
Company resources must be managed transparently, avoiding untracked or irregular funds.
Violations result in disciplinary or contractual sanctions, up to dismissal or termination of partnership.
No one will be penalized for refusing illicit donations, even if this leads to losing a business opportunity.
FACILITATION PAYMENTS
Facilitation Payments are expressly prohibited.
It is unacceptable for any Personnel of the Organization, any Subsidiary, or any Business Partner to use such payments under any circumstance.
GIFTS, EXPENSES AND HOSPITALITY – OFFERED AND RECEIVED
It is permitted to offer or receive gifts, expenses, or benefits only if of modest value, intended as commercial courtesy, and without improperly influencing decisions or behavior.
Each benefit must be:
Not in cash
Linked to legitimate business purposes
Free from unlawful intent or expectation of favors
Reasonable and proportionate to the context
Compliant with professional fairness standards and local laws
All gifts and benefits, including meals, dinners, or services of any kind, whether offered or received, must comply with the Organization’s internal rules and be properly documented and recorded.
Gifts, economic advantages, or other benefits offered to or received by Organization Personnel
Personnel may accept gifts or benefits only if modest, legitimate, and offered in good faith. If the value is excessive or outside normal business courtesy, they must:
Be refused
Immediately inform their direct superior, the Business Partner’s contact, and/or General Management
Gifts exceeding the established limits must be formally reported to General Management for verification.
Offered to third parties (Public Officials or private individuals)
It is permitted to offer benefits only if linked to legitimate business activities, such as:
Promotion or presentation of products/services
Participation in seminars or workshops
Building professional relationships
They must be reasonable, transparent, documented, with indication of recipient and purpose, and approved according to corporate anti-corruption procedures.
Gifts intended for relatives or third parties at the request of a Public Official or Business Partner must be treated as if they were directed to the latter and must comply with all restrictions under the Anti-Corruption Procedure.
POLITICAL CONTRIBUTIONS
Political contributions may constitute corruption offenses, especially if intended to obtain improper business advantages (e.g., contracts, permits, favorable regulations).
For this reason, the Organization prohibits any political contribution, direct or indirect, to parties, movements, political or trade union organizations, and their representatives or candidates, except those expressly required by law. In case of doubt, General Management must be consulted.
If the contribution is legally mandatory, it must meet the following criteria:
Prior authorization by General Management
Reliable, known, and officially recognized beneficiaries
Prior due diligence on the beneficiary entity
Legal opinion on legitimacy and mandatory nature of the contribution
Payments only to accounts in the entity’s name, never in cash, encrypted, or foreign accounts
Transparent registration in the Organization’s and beneficiary’s accounting books
Retention in compliance with applicable laws
DONATIONS AND CHARITABLE CONTRIBUTIONS
Donations to entities, charities, or public administrations may involve corruption risks, especially if used to obtain business advantages.
Therefore:
Donations must be pre-approved and within budget
Must go to reliable, reputable, and regular entities
Due diligence must be carried out, purposes described, and legitimacy verified
Payments must be traceable (no cash, encrypted, or foreign accounts)
All operations must be properly recorded in accounting books
Original documentation must be retained in compliance with applicable laws
SPONSORSHIPS
Sponsorships may also involve corruption risks. They must therefore:
Be consistent with the approved budget and transparent purposes
Have reliable and certified partners
Be approved according to a procedure including due diligence and legitimacy review
Be governed by written contracts including:
Declarations against unlawful use of funds
Payment traceability (no cash, only accounts in the beneficiary’s name)
Commitment to compliance with anti-corruption laws and rules
Administrative liability clause
Organization’s right to audit, suspend, or terminate in case of violations
Payments must be recorded accurately and only after verifying the service provided. All documentation must be archived in compliance with laws.
SUPPLIERS
To avoid liability for suppliers’ unlawful conduct:
Suppliers must comply with the Organization’s ethical standards and refrain from corrupt behavior towards Public Officials or private parties.
Payments or undue advantages are strictly prohibited.
The Procurement process regulates supplier qualification, selection, and management, based on anti-corruption principles.
Contracts must include standard protective clauses, including the obligation to comply with Anti-Corruption Laws and ethical requirements.
BUSINESS PARTNERS – CONTRACTUAL REQUIREMENTS
The Organization requires all Business Partners to comply with Anti-Corruption Laws and its ethical standards. This is essential to avoid the Organization being held liable for any corrupt conduct by them.
General principles:
A written contract is mandatory before a Business Partner begins any activity on behalf of the Organization.
Contracts must include:
Fair and justified compensation
Anti-corruption compliance clauses
Business Partner contractual obligations
Contracts must obligate Business Partners to:
a) Comply with Anti-Corruption Laws and the Organization’s Anti-Corruption Procedure. High-risk partners (e.g., Intermediaries, Joint Ventures) must also adopt their own internal compliance tools.
b) In the case of subcontracting or subcontracts:
Obtain prior authorization
Ensure subcontractors apply the same anti-corruption rules
c) Promptly report any illicit requests received during contract performance
d) Allow the Organization to carry out audits in case of suspected violations
e) Accept that the Organization may terminate or suspend the contract and claim damages in case of violations
Special categories
For Joint Ventures, Intermediaries, and Consultants, specific rules apply as described in chapters 17, 18, and 19. For other Business Partners, any exceptions must be requested in writing and approved by General Management.
JOINT VENTURES
To avoid liability for corrupt activities by Joint Ventures, even if not controlled, the Organization must:
Conduct prior due diligence and follow the approval process required by internal regulatory instruments
Negotiate contracts including:
Commitments to comply with Anti-Corruption Laws and adopt control and compliance systems
Clauses prohibiting bribes and corrupt acts
Audit and termination rights in case of violations
Continuously monitor Joint Venture activities
Retain original documentation for the period agreed at Joint Venture formation
Update due diligence in case of significant changes
INTERMEDIARIES
Contracts with Intermediaries must:
Involve reliable, established parties (not recently created entities)
Be preceded by proper due diligence (identity, reputation, structure, etc.)
Be in writing, specifying performance, fair compensation, payment methods and limits
They must include:
Commitment to comply with Anti-Corruption Laws
Prohibition on transferring sums to public or private parties for illicit purposes
Obligation to report undue requests
Prohibition on unauthorized subcontracting or untracked payments
Audit, termination, and non-transferability clauses
They must be constantly monitored, with payments conditional on service delivery, and correctly recorded. Documentation must be retained in compliance with applicable laws.
CONSULTANTS
Contracts with Consultants require:
Selection based on thorough due diligence (identity, links with public authorities, judicial records, etc.)
Formal contract approval
Written contract including:
Statement on exclusive use of compensation
Restrictions on advance payments and payment traceability (no cash, no encrypted accounts)
Obligation to comply with Anti-Corruption Laws and maintain compliance tools if high-risk
Audit, suspension, termination, and compensation clauses
Obligation of transparency and proper recording of amounts received
Changes
Any changes in the data or structure of Business Partners (Joint Ventures, Intermediaries, Consultants) must be promptly reported to General Management, which will evaluate whether due diligence updates are required.
PERSONNEL
Selection and hiring
Before appointing Board members or hiring/promoting/transferring employees who:
Have significant contacts with Public Officials
Supervise employees or Business Partners with such contacts
Perform activities subject to anti-corruption regulations
The Organization must conduct background checks in compliance with applicable laws.
Internal regulatory instruments must provide:
Objective selection criteria
Reference checks
Targeted questions, within the limits of the law, regarding:
Criminal records or charges
Civil/administrative sanctions or ongoing investigations
Personal ties with Public Officials, Business Partners, Suppliers, Consultants, or Intermediaries
In the presence of critical elements or doubts, General Management must be informed for appropriate evaluation.
Training
The Organization ensures all Personnel are informed and trained on the Anti-Corruption Procedure and applicable Anti-Corruption Laws, to raise awareness of offenses, risks, responsibilities, and sanctions.
Obligations for High-Risk Personnel:
Must receive a copy of the Anti-Corruption Procedure and complete training within 90 days of hiring, role change, or assignment of new responsibilities.
Must attend periodic updates under the supervision of Unit or Project Managers.
Responsibilities of the Training Function:
Plan and deliver training in coordination with General Management
Identify recipients and type of training needed
Keep attendance records in compliance with privacy and labor regulations
Provide practical content and instructions to recognize “Red Flags” and prevent unethical behavior
M&A operations
The Organization adopts strict rules for acquisitions and disposals, in line with Anti-Corruption Regulatory Instruments.
Due diligence is mandatory:
External due diligence for acquisitions
Internal due diligence for disposals
Integration plans must include anti-corruption measures. Risks identified by advisors must be reported to General Management to adjust instruments and procedures.
ACCOUNTING PROCEDURES
All business transactions must be recorded completely, accurately, and in compliance with applicable laws.
Every expense, receipt, commitment, or revenue must:
Be documented with proper evidence
Faithfully reflect the economic reality of the operation
Be available for external checks and audits
Bookkeeping and Internal Controls
The Organization ensures that every payment or operation is:
Authorized by management
Correctly recorded in reasonable detail
Periodically verified against actual assets
The internal control system ensures accounting integrity through:
Controls on records
Verification of authorizations
Account reconciliations
Monitoring consistency between internal and external data
These controls, integrated into operations, help prevent and correct errors and fraud.
Records & storage
Data and accounting records are managed in compliance with laws, and related documents are archived (digital or paper) for the period defined by law.
REPORTING SYSTEM
Illicit requests by Public Officials or private parties
Any improper request (payments, gifts, trips, jobs, personal advantages) received from Public Officials or private parties must be immediately reported to the direct superior. The superior, after consulting General Management, will provide instructions on how to proceed in full compliance with Anti-Corruption Laws and the Anti-Corruption Procedure.
Violation reporting system
All violations (known or suspected) must be reported through:
Direct superior
Supervisory Body
General Management
Whistleblowing channels set out in the Code of Conduct
Disciplinary measures will be taken in compliance with anti-corruption regulations and company rules.
Disciplinary measures and contractual remedies
The Organization:
Sanctions unlawful conduct by staff in accordance with national labor agreements and laws
Applies sanctions for failure to train or report violations
May terminate contracts and seek damages from non-compliant Business Partners
All contracts must include anti-corruption clauses and remedies in case of violations, as required by internal instruments.
Monitoring and updating the Procedure
General Management is responsible for:
Monitoring effective application of the Anti-Corruption Procedure
Updating related regulatory instruments
Overseeing internal training
The Procedure is reviewed:
In case of regulatory changes
Following corporate reorganizations
In response to serious violations or inefficiencies
At least once per year