CODE OF ETHICS

Organisation, Management and Control Model
pursuant to Decree Law 231/01

To all CLX Europe colleagues

We at CLX Europe have always operated according to the ethical principles and business propriety typical of local companies in our area.

With the publication of this Code of Ethics, we want to communicate to everyone, and lay down for the future, the principles of behaviour that have allowed us to earn the trust of our customers over time and to become a company esteemed internationally.

These values require us to work in an honest way, respecting customers and attentive to their needs but determined to apply clear rules and pay attention to the confidentiality of the data and information we process.

That is the way we are. We use the most advanced technologies and we operate around the world but we like to conduct business in the proper old-fashioned manner of the best Italian businesses.

fluiidThis Code of Ethics offers you support in case of any questions that may arise in everyday operations. It obviously cannot address every issue and does not want to replace your own judgment but it represents a point of reference for conduct to follow and for how we want our people to represent and deal with CLX Europe.

So I invite all colleagues old and new to adhere to our principles of behaviour and to help us to keep CLX Europe as honest and trustworthy as it always has been.

Scott Houchin
Chief Executive Officer


Contents

  1. Introduction
  2. Recipients and scope
  3. General principles
  4. Internal relations
  5. External relations
  6. Health, safety and environment
  7. Accounting records and financial reporting
  8. Implementation, monitoring and disciplinary system

1. Introduction

CLX Europe S.p.A. (hereafter also CLX or the Company) is a company active in the provision of pre-printing services, photography and integrated digital services aimed at professional customers in the publishing, catalogue and advertising department. Over the years, in line with market developments, the service package offered by the Company has been greatly enhanced and the importance of customers not belonging to the world of printing, but whose success is strongly linked to the image of their brands and the effectiveness of their communications to the public, such as fashion houses, retail chains, etc. has increased.

In its relations with customers, human resources, suppliers and the financial world, CLX aims to always behave with the utmost propriety guided by the fundamental ethical values ​​of its identity.

This code of ethics (hereafter the Code of Ethics or the Code) sets forth our commitments in the conduct of business and the Company activities undertaken by the Directors, employees – managers and otherwise – and associates at CLX.

The Code of Ethics, in line with the guidelines given on the matter by Trade Associations and the relevant best practices, lays down rules of conduct to prevent, under Italian law and in harmony with the Code of Conduct of the eClerx Group, the commission of offences as well as all conduct contrary to the values ​​that CLX wishes to promote.

This version of the Code was approved on 23 March 2016 by the Board of Directors as part of the approval of the Organisation, Management and Control Model.

2. Recipients and scope

The requirements of the Code of Ethics – and the penalties for non-compliance – apply to all those who, directly or indirectly, permanently or occasionally, work with or on behalf of CLX (hereafter also the Recipients). In particular, these provisions are addressed to:

  • Shareholders, Directors and members of the statutory bodies of CLX
  • All employees and associates, including casual staff, of CLX
  • Consultants, suppliers, customers, trade partners and whoever carries out activities on behalf of CLX

The Code should therefore be brought to the attention of all those with whom CLX has a relationship and constitutes a binding document, within the limits of the relevant competencies and functions. Recipients are required to know the provisions of the Code and the relevant regulations governing the activities carried out as part of their job, be they under the law or internal procedures and regulations.

CLX will review and update its internal procedures frequently. Consequently, this Code of Ethics will be reviewed and amended accordingly.

3. General principles

In carrying out its activities and, in particular, in its internal and external relations, CLX conforms to the principles of legality, propriety, integrity and transparency.

The shareholders, Directors, members of statutory bodies, employees and associates comply with this Code and the internal regulations of the Company, including in their relations outside the Company. Specifically, they must inform third parties of the contents of the Code of Ethics and internal regulations, in order to elicit respect for their decisions and behaviour.

3.1. Compliance with the rules

The observance of the laws, rules and regulations in force in the countries in which it operates is an essential principle for CLX.

Any conduct implemented alone or in concert with others which can constitute, or add to, any type of offence, in particular if it is covered by Decree 231/2001 as amended, is forbidden.

Within the scope of their activities, the Recipients are therefore required to comply in diligent and disciplined manner with the laws in force, this Code of Ethics, Company procedures, internal regulations and the norms of professional conduct.

Under no circumstances shall the conviction of acting in the interests of CLX warrant or justify behaviour contrary to the aforementioned rules.

3.2. Respect for people

CLX is a service company in which employees and associates are the main resource.

Therefore the Company ensures the respect, including in the selection of staff, of the integrity and the physical and cultural dignity of the person and the consideration of relationships with others, promoting the development of human resources in order to improve them and increase skills.

The Company, in the decisions that impact on relations with its stakeholders, undertakes to avoid any discrimination based on age, race, gender, state of health, nationality, political opinions, membership of trade unions and religious beliefs.

CLX will not tolerate requests or threats aimed at inducing people to act against the law or against the Code of Ethics, or any conduct detrimental to the convictions and moral or personal preferences of each individual.

3.3. Respect for the competition

CLX relies on the high quality of its services and the professional skills of its employees and associates and requires the maintenance of competitive conduct that is proper and honest. Conduct contrary to professional integrity or that colludes in the abuse of the rights of others, or the financial dependence of others, is therefore not permitted.

3.4. Confidentiality

It is a primary objective of CLX to protect the principle of the confidentiality of data and information relating to the business, ensuring that it is respected and safeguarded by the Recipients, without prejudice to information obligations towards the public authorities as provided for by laws and regulations.

CLX is committed to implement all the data protection requirements by adopting the necessary organisational and information technology measures, in accordance with the provisions in force in the countries in which it operates. The Company has therefore equipped itself with specific procedures and instruments aimed at achieving an appropriate level of security in the management of corporate information property, in terms of:

  • Confidentiality: access to information is allowed only to authorised persons for the period in which they actually need the same
  • Integrity: assurance of accuracy and completeness of information and processing/treatment of the same
  • Availability: access to information by authorised persons when they need it

With regard to the use and protection of information about its customers, professional ethics oblige the Recipients to ensure confidentiality of this information both during their assignments, and following their termination, except for disclosures required by law. The obligation of confidentiality must be respected even outside working hours and during any periods of suspension of the contract.

The information (images, data or other information) that is the property of customers is kept with the utmost care and the highest degree of confidentiality. Only staff assigned to a specific project can access the relevant customer data. As far as the organisation permits it, CLX agrees to vary the staff assigned to customers belonging to the same sector.

It is strictly forbidden to attempt to copy the photographic, digital or information technology materials to any format and/or to export them outside the offices of CLX.

It is expressly forbidden to the Recipients to disclose and misuse information obtained in the course of business activities, as well as manipulating them or spreading false copies of the same. In addition, they cannot use confidential information for personal transactions directly or indirectly, including through an intermediary, on their own behalf or on behalf of third parties.

CLX may at any time request of its employees binding confidentiality declarations incorporating the above requirements and detailing operations for specific customers.

The above requirements also apply to Directors, statutory auditors and members of the governing and control bodies, who will inform the Company promptly if they should come to work as managers, consultants, employees and/or members of governing and control bodies or any other financial relationship with companies competing with customers of CLX.

3.5. Conflicts of interest

CLX, consistent with its values of honesty and propriety, is committed to put in place the necessary measures to prevent and avoid conflicts of interest, founding its relations with its employees and associates on trust and mutual loyalty, such that each business decision taken on behalf of the Company corresponds to its best interests.

Recipients of the code of ethics should therefore:

  • Refrain from obtaining personal advantages in carrying out their activities
  • Avoid all situations where they might find themselves, even if only potentially, in a conflict of interests with the Company
  • Avoid all situations that may interfere with their ability to take decisions impartially in the interests of the Company and in compliance with the provisions of this Code
  • Without prejudice to any legal and contractual provisions, undertake to make known in their respective operational areas, any interest, on their own behalf or of third parties, that they have in a particular operation of the Company, promptly notifying their superiors and, where appropriate, the Supervisory Board

3.6. Corruption

The Recipients of the Code are committed to meeting the highest standards of integrity, honesty and propriety in all internal and external relations of the Company.

The Company does not tolerate any kind of corruption with:

  • Public officials or any other party connected to public officials, in any form or manner, in any relevant jurisdiction, not even in those where such activities are permitted in practice or not prosecuted
  • Private parties tied to CLX by business or any other relationship, as well as their relatives or in-laws

Each Recipient must deal honestly with their counterparts. In particular, It is explicitly prohibited to:

  • Take illicit advantage by deception or dishonest or fraudulent conduct
  • Accept and/or apply, for themselves or for others, pressure, recommendations or proposals that can bring harm to CLX or undue advantages for themselves, for the Company or for third parties
  • Accept and/or make promises and/or illicit offers of money or other benefits, except where they are of modest value and are not related to requests of any kind

4. Internal relations

4.1. Shareholder relations

CLX ensures respect for the rights of shareholders, including individuals.

CLX, in particular, guarantees the exercise of administrative and property rights of shareholders, ensuring adequate information and respecting the principle of equal treatment. It also guarantees proper exercise of rights, access and control for shareholders.

Any favouritism or preferential behaviour towards one or more shareholders is expressly forbidden.

The Company supervises the proper observance of the information requirements established by law and the respect of the legal provisions and those of the Articles of Association relating to the functioning of the corporate bodies.

4.2. Shareholders’ Meeting

CLX guarantees that parties entitled to attend the Meeting may exercise their rights to information, control, proposal and voting consciously and constructively.

The Company, in particular, will monitor that information is ensured for the Shareholders’ Meetings and during the course of carrying out the latter, in order to ensure the proper implementation of the will of shareholders.

4.3. Board of Directors

The Board of Directors will exercise its functions with propriety and diligence, devoting the time and effort necessary and paying special attention to knowledge of the duties and responsibilities of the office.

The Board of Directors will ensure adequate information to:

  • All its members, in relation to items on the agenda
  • The Shareholders’ Meeting, within the limits imposed by the law and the Articles of Association

The Board of Directors will ensure compliance with the provisions the regulations of the market or the multilateral trading facility in which financial instruments issued by the Company may be traded. To this end, it will ensure that the Company has appropriate controls and procedures in respect of those provisions.

4.4. Employee and associate relations

CLX undertakes to select employees and associates based on criteria of merit, competence and professionalism, in the light of specific business needs.

The Company will abstain from discriminatory behaviour or such as to favour candidates recommended by third parties, and particularly belonging to public bodies or customers of CLX.

In the conclusion of contracts with employees and associates, the Company will comply with the rules established by legislation applicable at the time and the collective bargaining agreeements in force.

In managing relations with employees and associates, the Company recognises and protects all the rights enjoyed by the same, taking into account their position of subordination to the governing, organisational and hierarchical authority.

It is not permitted to ask employees and associates, as an act due to their superiors, for conduct contrary to the provisions of this Code of Ethics.

4.5. Protection, update and training of human resources

CLX assigns those human resources (meaning both employees and associates who carry out work in favour of the Company in contractual arrangements other than dependent employment) a fundamental value in terms of intellectual assets and potential for growth and development of the business.

The Company therefore:

  • Is committed to ensuring a serene working environment in which everyone can work in compliance with applicable laws as well as shared ethical values and principles
  • Will ensure that its employees and associates behave and are treated with respect and dignity, consistent with the provisions of the laws in force
  • Will not tolerate any form of segregation, exploitation, harassment or discrimination, for personal or business reasons, by any manager, employee or associate towards another manager, employee or associate
  • Prohibits the imposition of disciplinary sanctions against employees or associates who have legitimately refused the conduct of work illicitly requested of them by any person linked to the Company
  • Reaffirms its firm opposition to any kind of discrimination based on differences of race, language, colour, faith and religion, opinion and political orientation, nationality, ethnicity, age, gender and sexual orientation, marital status, disability and physical appearance, as well as socio-economic status. Similarly, CLX is opposed to granting privileges on the same grounds.

CLX, deeming it essential to invest in the professionalism of human resources in order to provide the best services to its customers, encourages the training of its employees and associates. In this context, it is particularly important that communication between managerial staff and employees and associates is optimised, in order to provide them with professional and behavioural directives.

4.6. Principles of conduct of employees and associates

CLX requires all its employees and associates to abide by the principles of professionalism, transparency, propriety and honesty expressed by our legal system, and to respect the rules established by the Code of Ethics.

Compliance with the standards of the Code should be considered an essential part of the contractual obligations of employees of the Company pursuant to Art. 2104 of the Italian Civil Code. The violation of the said standards may constitute a breach of the primary obligations of the employment contract, or a disciplinary offense, with all the legal consequences, also with regard to the continuance of the employment contract, and may lead to compensation for damages arising therefrom. Employees are therefore required to:

  • Implement the provisions of the Code relating to their specific job, including participating in training activities
  • Act and behave in a manner consistent with the Code and refrain from any conduct that might damage the Company’s image, undermining its reputation
  • Comply with all internal rules adopted by the Company in order to ensure compliance with the Code or identify any violations thereof
  • Promptly report to the Supervisory Body any information about possible violations of the Code
  • Participate actively, where requested, in audits on the operation and compliance with the Code of Ethics

4.7. Use of Company property and resources

Employees and associates must use the Company property and resources, tangible and intangible, made available to them for their intended purpose and in a manner so as to preserve their good condition and functionality. In using Company property and resources they are therefore required to work diligently, behaving responsibly and in line with the operating procedures established by the Company.

Each employee and associate has the responsibility to protect, preserve and defend the Company property and resources entrusted to them as part of their activities, preventing their use by unauthorised third parties, and should promptly inform their superior about their misuse or usage harmful to the Company’s property.

Under no circumstances shall Company property be used for needs either personal or extraneous to the employment contract, for purposes which are against the law, public order or established custom, or to commit or induce to the commission of crimes or in any way to racial hatred, the glorification of violence, discriminatory acts and human rights violations.

As regards computer instruments in particular, it is expressly forbidden to engage in conduct that could damage, alter, degrade or destroy the ICT systems, computer programs and data, of the Company or third parties, as well as intercepting or illicitly interrupting computer or electronic communications. Illicit access to IT systems protected by security measures, such as acquiring or making known user id’s or passwords to protected computer and electronic systems, is forbidden.

To this end, the Recipients must in particular:

  • Only access the computing resources for which they are authorised
  • Protect user id’s and passwords for access to the Company network, the different applications and personal keys according to criteria to prevent their easy detection and misuse
  • Comply with internal policies with regard to anti-virus and anti-intrusion systems
  • Not save any executable program or software, even if freely available, on Company client/server systems

5. External relations

5.1. General principles

The Recipients of the Code of Ethics are required, in business dealings with third parties, to adopt ethical and proper behaviour respecting the law, based on maximum transparency, clarity, propriety and fairness.

These principles are valid with respect to public bodies or other similar entities, customers, suppliers, consultants, commercial partners and, in general, to third parties having business dealings with CLX or on its behalf.

In line with the principles described in this Code of Ethics, it is forbidden to make or promise to a third party, even indirectly, financial gifts of money or other benefits in order to promote or illicitly favour the interests of the Company. It is also forbidden to accept, for oneself or others, the promise or the gift of money or other benefits to promote or favour the interests of third parties.

No form of unwarranted gift or benefit promised, offered or received, which could be interpreted as exceeding normal commercial practices or norms of courtesy (and in any case worth more than around 200 euros per year to/from a single person), or in any case aimed at obtaining favourable treatment in the conduct of any operation arising from corporate activity, is acceptable.

 

In the event that it is deemed desirable to accept/make gifts in excess of the threshold defined, senior managerial staff must in every case obtain specific approval from the CEO and the Head of Human Resources. In the case of the CEO him/herself, approval should be sought from the Head of Human Resources and the Chairman of the Company.

 

5.2. Relations with public bodies

Recipients are required to handle relations with public bodies and related parties (meaning those persons who perform functions in the public interest such as, for example, customs officials or officials of the Guardia di Finanza), avoiding any action that may hinder the independence of public officials or their impartial judgment.

It is forbidden to the members of the governing bodies and the employees and associates of CLX to make payments, directly or indirectly, to public officials and/or public bodies in general that are not connected to the provision of services or contracts duly authorised in writing by the corporate departments responsible for managing these services.

Gifts and acts of courtesy and hospitality to officials of public bodies are only allowed by the Company when they are of limited value and such as not to compromise the integrity or reputation of either party and not to be interpreted, by an impartial observer, as aimed at obtaining undue advantages.

The hiring of employees, associates and professionals is prohibited as well as any type of relation that might be interpreted as aimed at obtaining advantages with parties which have any degree of kinship with officials of public bodies or related parties who have an ongoing relationship with CLX for reasons of service.

In handling relations with the officials of public bodies, in case of disputes or the issuing of statements, it is prohibited to CLX staff (always and in each case two persons) to closet themselves with the officials and any situation that could create misunderstandings or embarrassments must be avoided.

In the production of corporate documents, the Company prohibits its employees and associates from presenting facts that do not conform to the truth, can mislead or impair the ability of public administration analysis.

CLX is committed to ensuring the widest possible cooperation with public bodies in the event of inspection visits by the same. In this context, the Recipients are required to provide clear, truthful and transparent information promptly.

5.3. Relationships with suppliers and commercial partners

The selection of suppliers and commercial partners is based on an objective and comprehensive assessment of cost effectiveness, technical and economic capabilities and the overall trustworthiness of the partners.

CLX ensures that the business relations and the negotiations with suppliers and commercial partners are based on the utmost propriety and seriousness and are conducted in accordance with the regulations in force.

In the selection of suppliers, including professionals and consultants, CLX will have to consider several offers in order to verify the economic suitability of the chosen supplier. On no account will payments above normal market prices be made nor payments for non-existent services, in whole or in part. If by virtue of specific skills or similarities a particular supplier is favoured, with no opportunity to use comparisons with proposals from other suppliers, the contract must be countersigned by a second approver.

In supplier evaluation, especially if they are foreign and based in blacklisted countries, but including Italians too, the issues of trustworthiness and professionalism must be considered, as well as ascertaining, as far as possible, their non-involvement with mafia or criminal organisations, and respect for the laws and regulations in force will be a requirement.

The choice of consultants is focused on parties that show adequate professionalism, seriousness and reliability. They are bound to confidentiality with respect to information acquired from CLX by reason of their work and may only use such information for reasons related to their assignment. In business relations with third parties, they are also required to show ethical behaviour and respect for the laws, based on the utmost honesty, integrity and transparency.

CLX is committed to require from consultants the same principles of conduct as its own staff. To this end, the Company’s consultants are informed of the existence of the Code of Ethics and, in individual contracts, clauses will be inserted requiring and governing respect of the same.

5.4. Relations with customers

Customer relations are based on principles of integrity, professionalism, confidentiality and efficiency.

The Company is committed to handling relations with customers in accordance with the regulations in force, the quality standards of the service agreed with the other party, as well as the terms of the relevant contract, fostering a relation based on trust, the exchange of information, transparency and professional propriety.

CLX evaluates its customers also based on ethical requirements, considering this aspect of fundamental importance for the maintenance of the business relation.

5.5. Prevention of phenomena potentially tied to money laundering

The Company conducts its business in full compliance with applicable anti-money laundering legislation and regulations issued by the competent Authority, to which end it pledges to refuse to engage in suspicious transactions in a context of propriety and transparency.

The Company is therefore required to:

  • Check the information available on business partners in advance and with professional diligence, in order to ascertain their reputation and the legitimacy of their activities before establishing a business relationship with such
  • Operate in such a way as to avoid any implications in transactions inclined, even if only potentially, to favour money laundering for illicit or criminal activities, acting in full compliance with anti-money laundering legislation

5.6. Relations with the Authorities and Institutional Bodies

The Company bases its relations with: i) the Supervisory Authorities; ii) the Regulatory Authorities and the Ombudsman; and iii) Institutional Bodies on principles of integrity and propriety.

The Company provides any information required by these entities for the purposes of investigation in a timely manner, also avoiding:

  • Influencing decisions through the promise, offer or grant of payments or other benefits
  • Taking advantage of any personal or kinship relationship with the officials of the Authorities and of the Institutional Bodies

5.7. External relations

The Company recognises the vital role of clear, effective, truthful and transparent communications in its external relations. Communications must be consistent, homogeneous and accurate and comply with the policies and programmes of CLX and protect, in accordance with the law, the image and reputation of the Company.

Relations with the media are reserved exclusively to the corporate departments delegated to such, taking into account CLX’s membership of the eClerx Group, a company listed on both the Bombay and the National Stock Exchanges in India.

6. Health, safety and environment

CLX establishes the necessary measures for the protection of health and physical wellbeing of the Recipients, adopting business organisation models geared to the constant improvement of safety in the workplace. The Company also adapts to the current regulations on safety and hygiene at work.

All Recipients must pay the greatest attention in carrying out their activities, strictly abiding by all safety and prevention measures to avoid any possible risk to themselves, their colleagues and associates and everyone involved.

To give effect to its safety in the workplace policy, the Company provides continuous training and sensitisation of staff on safety issues.

CLX promotes production policies that balance the needs of economic development and value creation of its business activities with the need to respect and protect the environment.

7. Accounting records and financial reporting

The Company provides, in the financial statements and other accounting and tax documents required by law, a proper and faithful representation of the business situation, in order to ensure transparency and timely verification for its stakeholders.

Note also that, as a listed subsidiary, CLX is required to prepare periodic statements of account with the parent company for the purposes of the Group consolidated accounts. For this reason, in the interests of shareholders, it is important to keep financial reporting accurate, timely and as transparent as possible.

The Company therefore condemns any behaviour aimed at altering the accuracy and veracity of the data and information contained in financial statements, reports or other Company communications required by laws and regulations or otherwise made available to stakeholders.

As part of the relationship with the Company it is prohibited to Recipients of this Code to:

  • Publish material facts that are untrue
  • Omit information whose disclosure is required by law on the income and expenditure, assets and liabilities and financial position of the Company
  • Hide data or news in a manner designed to mislead recipients of the same
  • Prevent or otherwise hinder monitoring activities legally deliverable to shareholders, other corporate bodies or the competent Supervisory Authorities.

8. Implementation, monitoring and disciplinary system

8.1. Supervisory Body

CLX, in order to ensure compliance with the rules and principles expressed in the Code and in order to make tangible its commitment to apply the ethical considerations to its conduct of business, as well as to assess the functioning and effectiveness of the Organisation, Management and Control Model pursuant to Decree Law 231/2001 adopted to prevent offences covered by these rules, has established a Supervisory Body (hereafter also the SB or Body).

The Supervisory Body, appointed by the Company’s Board of Directors, therefore supervises the implementation of the Code of Ethics and the effectiveness of the same, ensuring:

  • Oversight of the publicising of the Code of Ethics by Company officials to the Company’s employees, associates, customers, suppliers, commercial partners and in general to all third parties having a relationship with the Company
  • Support for the interpretation and implementation of the Code of Ethics, as well as updating the same
  • The investigation of any cases of violation of the rules, providing, in the event of infringement, for the adoption of appropriate measures, in cooperation with the competent Company departments, in accordance with the laws, regulations and collective bargaining agreements
  • That no one suffers any pressure or interference for reporting conduct that does not conform to the Code of Ethics

8.2. Duty of reporting violations of the Code of Ethics

Each Recipient must report to their direct superior and/or to the Supervisory Body any information concerning violations of the Code of Ethics. If, for a good reason or lack of opportunity, direct reference to the immediate hierarchical superior is deemed inadvisable, the report must be made directly to the Supervisory Body.

Anyone can make reports to the Supervisory Body about alleged violations of the Code of Ethics, including anonymously to the dedicated mailbox (odv@CLXEurope.com), provided that the information is as detailed as possible, in order to allow the Body to carry out further investigations. The Supervisory Body is committed to maintaining the anonymity of the informant as far as possible, except in the case of the involvement of the public authorities. In every case, all requests will be given a timely response without there being any risk, even indirect, of retaliation for the informant.

Omitting or not reporting such circumstances constitutes a violation of this Code of Ethics.

8.3. Sanctions system

Non-compliance and/or violation of the rules of conduct set out in the Code of Ethics by the employees of CLX constitutes a failure to fulfil the obligations arising from the employment contract and gives rise to the application of disciplinary sanctions provided for by law, by collective bargaining and by the disciplinary system which is part of the Company’s Organisational, Management and Control Model pursuant to Decree Law 231/2001. The management of disciplinary proceedings and the imposition of sanctions are the responsibility of the Company’s departments in charge of the same.

In the event of violations of the Code of Ethics by the Company’s statutory bodies, the Supervisory Body shall communicate the fact to the Board of Directors and to the Board of Statutory Auditors, so that those bodies may take the appropriate actions according to the law and in accordance with the disciplinary system which the Company has set up under the Organisation, Management and Control Model pursuant to Decree Law 231/2001.

Conduct in violation of the provisions of this Code by associates, suppliers, consultants and commercial partners connected to CLX by a contractual relationship other than an employment contract may, in very serious cases, cause the termination of the contractual relationship under the sanctions system that the Company has established as part of its Organisation, Management and Control Model pursuant to Decree Law 231/2001.

Without prejudice in every case – if the requirements are met – to the right to initiate legal action to obtain compensation for damages suffered by the Company.

8.4. Final provisions

The Code of Ethics is approved by the CLX Board of Directors. Future updates, due to regulatory changes or changes in the Company’s organisation, will be approved by the Board of Directors and promptly circulated to all Recipients.

The Code does not replace current and future business procedures that will continue to be effective to the extent that the same are not in conflict with the Code of Ethics.

The Company informs all Recipients on the provisions and application of the Code, encouraging its observance.

The Code will be brought to the attention of third parties who receive assignments from CLX or that have stable relationships with it.