Open Impact Code of Ethics

Introduction

As part of the process undertaken to adopt an organizational model designed to prevent the risk of offences under Italian Legislative Decree No. 231/2001, as subsequently amended, and to limit their potential impact should unlawful acts be committed through the fraudulent circumvention of that model, Open Impact intends to adopt this Code of Ethics, which is to be regarded as an integral part of the Organization, Management and Control Model.

1.1 Purpose of the Code of Ethics

The Code of Ethics defines the relevant ethical principles and standards of conduct for the purpose of preventing offences. Specifically, it sets out the rights, duties, and responsibilities of the Company towards its stakeholders, including employees, collaborators, suppliers, clients, public and private users, and, more broadly, the social and economic environment in which it operates.

1.2 Recipients of the Code of Ethics

The provisions of this Code of Ethics are binding and apply to all Open Impact employees, as well as to external collaborators and consultants acting in the name of and/or on behalf of the Company.
Under no circumstances may the pursuit of an interest or advantage for Open Impact be used to justify conduct that is inconsistent with the principles and standards set out in this document.

1.3 Contractual Value of the Code of Ethics

Compliance with the provisions of this Code of Ethics shall be considered an essential part of the contractual obligations of Open Impact employees pursuant to Article 2104 and subsequent provisions of the Italian Civil Code.
Any violation of the provisions of this Code of Ethics shall constitute a breach of the relationship of trust established with Open Impact and shall be sanctioned in a manner proportionate to the seriousness of the offence committed, without prejudice, for employees, to the procedures set out in the applicable National Collective Bargaining Agreements (CCNLs) and the Workers’ Statute (Law No. 300/1970).
Violations committed by third parties shall be sanctioned in accordance with the provisions of the specific contractual clauses (including express termination clauses and/or penalty clauses) included in agreements with such parties, to ensure their compliance with this Code of Ethics.

1.4 Commitment to the Implementation, Dissemination, and Updating of the Code of Ethics

The Code of Ethics is made known to all identified recipients. In particular, through its relevant internal functions, Open Impact is committed to ensuring the widest possible dissemination of the Code of Ethics among its employees and collaborators, in order to facilitate understanding of its guiding principles.
Open Impact ensures that all recipients and stakeholders are fully informed about the Code of Ethics and any subsequent updates, and that they are given access to any further information or clarification they may require.

To this end, Open Impact makes the Code fully accessible by using all appropriate means to ensure the broadest possible visibility and dissemination, including email communications, publication on its website, and references to the Code in the contractual clauses governing the employment of staff and the engagement of company consultants.

Open Impact is committed to updating the contents of the Code of Ethics in line with regulatory developments, carrying out appropriate investigations whenever reports of violations of its provisions arise, and applying the prescribed sanctions where such violations are confirmed.

1.5 Obligations of Open Impact Directors, Employees, and Collaborators

Directors, employees, and collaborators of Open Impact are required to be familiar with the principles and contents of this Code of Ethics, as well as with the laws, internal procedures, and internal regulations governing the activities carried out within their respective roles.
In particular, they are required to:

  • Refrain from any conduct that is contrary to such laws, principles, procedures, and regulations;
  • Seek guidance from their supervisors and the Board of Directors whenever clarification is required regarding their application;
  • Promptly report to the Board of Directors any actual or suspected violations of the Code of Ethics, as well as any requests to engage in conduct that would violate it;
  • Cooperate, where requested, in the investigation of any alleged violations;
  • Adequately inform third parties of the existence of the Code of Ethics and of the commitments and obligations it imposes on external parties.

1.6 Core Ethical Principles

TRAINING AND PROFESSIONAL DEVELOPMENT
Open Impact welcomes every individual into its organization, regardless of their employment status, supporting their professional and personal growth and development. The Company promotes and upholds each person’s right to education and training, with full respect for their identity and cultural background.
Open Impact’s objective is to embrace each individual in their entirety, fostering their overall personal and professional development through inclusive learning and training processes, thereby enabling them to generate social value through their professional contribution.
ENHANCEMENT OF HUMAN CAPITAL
Open Impact places people at the heart of every initiative and activity, valuing diversity and identifying the most appropriate tools to develop each individual’s potential. Its approach to human resources management is based on respect for each person’s individuality and professionalism, within a framework of loyalty and mutual trust.
LOYALTY, AUTONOMY, AND INTEGRITY
In its relationships with stakeholders, Open Impact is committed to acting fairly and transparently, avoiding misleading information and any conduct intended to take advantage of situations of vulnerability or lack of knowledge. Open Impact acts with due diligence and in good faith, honoring the commitments it has undertaken.

TRANSPARENCY

Open Impact promotes transparency within the organization, among its collaborators, and in its relationships with the recipients of its services. Open Impact employees and collaborators are required to provide users and clients with complete, transparent, clear, and accurate information, enabling them to fully understand the characteristics and purposes of the services provided.
CONFIDENTIALITY
Open Impact ensures the confidentiality of the information in its possession and refrains from seeking confidential data unless expressly and knowingly authorized to do so and in compliance with applicable laws. Open Impact collaborators must not use confidential information for purposes unrelated to the performance of their duties.
CUSTOMER FOCUS
Open Impact is committed to customer satisfaction and listens carefully to requests that may contribute to improving the quality of its services. Its conduct toward clients is guided by responsiveness, respect, and courtesy, with the aim of fostering collaborative relationships characterized by a high level of professionalism.
FAIRNESS IN CASES OF POTENTIAL CONFLICTS OF INTEREST
In carrying out any activity, situations involving an actual or potential conflict of interest must always be avoided. This includes any situation in which an employee, consultant, external collaborator, or partner pursues an interest that differs from that of the Company or derives a personal benefit from business opportunities encountered in the performance of their duties.
LEGALITY
Open Impact is committed to complying with all applicable national and international laws, regulations, directives, and generally recognized practices. It also ensures that its decisions and conduct are guided by the protection of the public interest entrusted to it.
RESPONSIBILITY TOWARDS THE COMMUNITY
Open Impact aims to play an active role within the community by promoting the values set out in its Mission and Vision.
ENVIRONMENT, HEALTH AND SAFETY
Open Impact is committed to protecting the environment and to preventing and mitigating risks to the health and safety of its personnel.
INTEGRITY AND RESPECT FOR THE INDIVIDUAL
Open Impact is committed to safeguarding the moral integrity of its employees and external collaborators by ensuring working conditions that respect human dignity. To this end, it protects workers from psychological abuse and opposes any discriminatory or harmful attitude or behavior directed against individuals, their beliefs, or their personal preferences (including insults, threats, isolation, undue intrusion, professional restrictions, and any form of gender-based discrimination).
Sexual harassment is not tolerated, and any conduct or language that may offend an individual’s dignity or sensitivity must be avoided (for example, the display of sexually explicit images or persistent and repeated sexual remarks or innuendos).
Any Open Impact employee or external collaborator who believes they have been subjected to harassment or discrimination on the grounds of age, sex, sexual orientation, race, health status, nationality, political opinions, religious beliefs, or any other protected characteristic may report the matter to their supervisor or to the Board of Directors, who will assess whether a violation of the Code of Ethics has occurred.

Statement of Intent and Rules of Conduct Towards Third Parties

In accordance with the ethical principles set out above, Open Impact undertakes to:

  • Prevent unlawful conduct: in keeping with its values of honesty and transparency, Open Impact is committed to implementing all necessary measures to prevent and avoid unlawful acts. In particular, it prohibits the payment of money or any other form of bribery intended to secure direct or indirect advantages for the Company. It also prohibits the acceptance of gifts or favors from third parties that go beyond customary standards of hospitality and courtesy;

  • Avoid conflicts of interest: Open Impact does not allow its employees and collaborators to engage in relationships or situations that may give rise to conflicts of interest with their organizational role. This applies both where an employee or collaborator pursues interests that differ from the Company’s mission or personally benefits from business opportunities belonging to the Company, and where representatives of clients, suppliers, or public authorities act in breach of the fiduciary duties associated with their position;

  • Prevent corruption: it is prohibited to offer or receive, directly or indirectly, money, gifts, or benefits of any kind for personal gain to or from directors, officers, or employees of clients, suppliers, public authorities, public institutions, or other organizations, for the purpose of obtaining an undue advantage or influencing the recipient’s independent judgment.

The following rules of conduct apply to the various categories of stakeholders:

Relations with Employees and Collaborators

Open Impact requires its employees and collaborators to be familiar with and comply with the provisions of the Code of Ethics.

Employees and collaborators are required to report any violations of the Code of Ethics committed by colleagues, collaborators, or consultants that come to their attention.
Open Impact may initiate disciplinary proceedings in response to reports made in bad faith with the intention of causing harm to colleagues and/or collaborators, as well as in cases where well-founded reports are intentionally withheld.

Collaborators and consultants who maintain relationships with Open Impact are required to avoid any situation that may give rise to a conflict of interest with the Company and, should such a conflict arise, they are obliged to report it to the Company immediately.

Open Impact requires its employees and collaborators to be familiar with and comply with the provisions of the Code of Ethics.

Employees and collaborators are required to report any violations of the Code of Ethics committed by colleagues, collaborators, or consultants that come to their attention.
Open Impact may initiate disciplinary proceedings in response to reports made in bad faith with the intention of causing harm to colleagues and/or collaborators, as well as in cases where well-founded reports are intentionally withheld.

Collaborators and consultants who maintain relationships with Open Impact are required to avoid any situation that may give rise to a conflict of interest with the Company and, should such a conflict arise, they are obliged to report it to the Company immediately.

Relations with Clients and Suppliers

Professionalism, expertise, transparency, and fairness are the guiding principles that all recipients of the Code must follow in their relationships with suppliers of services, works, materials, and professional services.
The procurement of services, works, materials, or professional services must be conducted with loyalty, confidentiality, diligence, professionalism, and impartiality by qualified personnel who take responsibility for their assessments and judgments, ensuring compliance with all applicable legal and regulatory requirements in the performance of their duties.
Employees involved in procurement processes must maintain the highest degree of independence in carrying out their responsibilities and remain free from any personal obligations toward suppliers. Any personal relationships between employees and suppliers must be disclosed to the Board of Directors before the start of any negotiations.

When establishing commercial relationships with new clients and/or suppliers, and in managing existing ones, it is prohibited—based on publicly available information and/or information obtained in compliance with applicable laws—to initiate or maintain relationships with entities that:

  • Are involved in unlawful activities, particularly those related to the offences covered by Italian Legislative Decree No. 231/2001, or that otherwise lack the necessary standards of commercial integrity and reliability;
  • Engage, even indirectly, in conduct that fails to respect human dignity and individual personality and/or violates fundamental human rights (such as child labor exploitation, facilitating migrant smuggling, or similar practices);
  • Fail to comply with occupational health and safety regulations or, more generally, with any of the rules set out in this Code of Ethics.

It is also strictly prohibited to:

  1. Offer goods or services—particularly in the form of money or other benefits—to directors, general managers, executives responsible for preparing corporate accounting documents, statutory auditors, liquidators, or persons subject to the direction or supervision of any of the aforementioned individuals within third-party companies or organizations, in order to induce them to perform or omit acts in breach of their duties or obligations of loyalty, with the aim of obtaining confidential information or any direct or indirect benefit for themselves and/or for Open Impact;
  2. Accept goods or services from external parties where doing so would involve a breach of the duties associated with their role. Any information acquired in the course of relationships with suppliers must be kept strictly confidential.

Relations with Public Authorities

Relations with Public Authorities must be conducted with the utmost transparency and integrity. In particular, all necessary interactions shall be carried out in accordance with the roles and responsibilities assigned by law and in a spirit of full cooperation with government authorities and public administrations, both in Italy and in other countries.

It is prohibited to offer or accept gifts or favors of significant value in order to obtain preferential treatment in connection with any relationship with Public Authorities.

During any dealings with Public Authorities (including contacts, requests, negotiations, and similar interactions), Open Impact personnel—whether internal or external—must not attempt to improperly influence the decisions of the counterpart.

Open Impact may not be represented in its dealings with Public Authorities by third parties, consultants, or other representatives where a conflict of interest may arise. In all cases, Open Impact must exercise the utmost diligence to ensure that such third parties and their collaborators adhere to the same ethical principles and standards of conduct that apply to its own personnel.

Relations with Supervisory and Regulatory Authorities

Open Impact conducts its relationships with all supervisory and regulatory authorities in a spirit of the utmost cooperation and with full respect for their institutional role, undertaking to promptly comply with any instructions or requirements they may issue.

Guidelines for Conduct in Sensitive Processes and Activities

For this section, explicit reference is made to the provisions established by the adoption of Italian Legislative Decree No. 231/2001 and to the related documentation.