Code of Ethics

edition of 01/04/2024

GENERAL PART.

1.1 - Introduction

The Frabemar Group, composed of Frabemar Srl (incorporating Frab Transit Srl) and ISD Srl (hereafter Group), has been present in Africa and the rest of the world for decades. The principles that distinguish the companies are rigor, respect for commitments made, and last but not least, fairness in business, towards their Partners and Clients.

The Frabemar Group firmly believes that it is necessary to conform to ethically correct behavior along with compliance with any mandatory regulations.

For this reason, Frabemar Srl and ISD Srl have drafted and signed this Code of Ethics, also in relation to the provisions of Legislative Decree No. 231/2001, which introduced into the Italian legal system the administrative responsibility of entities arising from crime.

The focus on the promotion of ethical conduct has resulted in the drafting of this document, which has been submitted for approval to the Board of Directors of Frabemar and the Sole Director of ISD Srl.

The Code of Ethics is a set of principles and guidelines designed to inspire the activities of the Frabemar Group to guide the behavior not only of its employees, but also of all those with whom the Companies come into contact in the course of their activities, with the aim of ensuring that the efficiency and seriousness of the Companies are also accompanied by ethical conduct.

In drafting the Code of Ethics, account was also taken of the indications provided by Confindustria, which has drawn up the Guidelines for the construction of Organization, Management and Control Models to be adopted in relation to the prevention of offenses under Legislative Decree no. 231/2001. These Guidelines provide, among the most relevant components of the control system, for the adoption of a Code of Ethics drafted according to principles that have been taken into account in the preparation of this document.

The Code of Ethics, therefore, is a foundational component of the Organizational Models and control systems adopted by Group Companies and approved by their Administrative Bodies.

1.2 - Corporate Policy

The Group considers the principle of transparency to be of paramount importance and strives by all its means to observe due diligence in its dealings with its Partners and Clients.

The Group complies with the rules of fairness in the negotiations it undertakes, in the countries where it operates together with its stakeholders, and in its relations with public administrations.

Respect for standards remains a core value cultivated by the Companies, and each of their collaborators applies it in their relationships at any level, whether with countries already under management or those in prospective collaboration.

Open and frank cooperation is considered an absolute value of the Companies, on which to base relations with professionals in the maritime world. By virtue of the above, Frabemar Srl privileges dialogue and consultation with the Boards of Shippers in the countries in which it operates. The latter are considered its privileged interlocutors, as well as partners in operations directly related to the management of representation contracts.

Similarly, ISD Ltd. does the same with their other stakeholders.

1.3 - Recipients of the Code of Ethics.

This Code of Ethics is aimed at the bodies of the Companies and their members, employees, temporary workers, consultants and collaborators in any capacity, any other person who may act in the name and on behalf of the Frabemar Group Companies and, in general, all those with whom the Group comes into contact in the course of its business (hereinafter the “Recipients”).

1.4 - Effectiveness of the Code of Ethics

Compliance with the provisions of the Code of Ethics must be considered an essential part of the contractual obligations of employees, managers and directors of the Frabemar Group pursuant to and in accordance with Articles 2104, 2105 and 2106 of the Civil Code.

Serious and persistent violation of the rules of this Code of Ethics damages the relationship of trust established with the Frabemar Group Companies and may lead to disciplinary action and compensation for damages, without prejudice, for employees, to compliance with the procedures provided for in Article 7 of Law No. 300/1970 (so-called Workers’ Statute) and collective bargaining agreements.

Compliance with the rules of the Code of Ethics should be considered an essential part of contractual obligations with collaborators. Any conduct engaged in by the collaborators who have relations with the Frabemar Group, contrary to the rules provided for in the Code of Ethics, may result (as provided for by specific contractual clauses included in letters of appointment, agreements and contracts) in the immediate termination of the contractual relationship, in addition to the possible claim for compensation by the entity, if any harm to one of the Frabemar Group Companies derives from such conduct.

1.5 - Communication and dissemination of the Code of Ethics.

Frabemar Group Companies shall inform all Recipients about the provisions and application of the Code, recommending compliance.

In particular, the Companies provide, including through the designation of specific internal functions:

To the dissemination of the Code to the Recipients;
To the interpretation and clarification of the provisions;
To the verification of effective compliance.

1.6 - Supervision, monitoring and enforcement

Frabemar Group Companies undertake to enforce compliance through the establishment of a Supervisory Board to which they delegate the tasks of supervising, monitoring, implementing, updating and enforcing the Code of Ethics in accordance with the provisions of Legislative Decree no. 231/2001.

1.7 - Information Obligations

All employees and managers of the Group Companies shall promptly and confidentially report to the Supervisory Board any news they become aware of in the course of their work activities about violations of legal regulations, the Code of Ethics or other company provisions that may, for any reason, involve or harm any Frabemar Group Company.

Reports are made by employees and managers, including anonymously, directly to the SB through:

solari.231@studiolegalesolari.it, to which only the SB has access.

The reports, provided they are substantiated by factual elements, are promptly evaluated by the Supervisory Board for the adoption of possible sanctioning measures against those responsible for the aforementioned violations, in the same way as any other violation of the Code of Ethics detected as a result of other investigative activities; measures that will be proposed by the Board and evaluated by the competent functions.

1.8 - Violations of the Code of Ethics

Violation of the rules of this Code leads to the disciplinary sanctions provided for in the current Collective Labor Agreements applied, as well as, depending on the seriousness, to possible legal, civil or criminal action.

Failure to comply with this Code also assumes significance with reference to the assignment of positions and placement of the employee, as well as for the purposes of evaluation and payment of economic incentives and possible grade advancement.

1.9 - Review of the Code of Ethics

The revision or updating of this Code of Ethics is approved by the Boards of Directors of the Frabemar Group Companies upon the proposal of the Supervisory Board.

Once approved, the document will be promptly communicated and disseminated to Recipients.

SPECIAL PART.

2.1 - General Ethical Principles

The Frabemar Group is committed to internally enforcing applicable laws and ethical principles in conducting business: legality, transparency, loyalty, fairness, and professionalism. Accordingly, the Companies eschew illegitimate or improper behavior to achieve its objectives. To this end, the organization adopts procedures and tools to prevent the violation of the provisions of the law and the mentioned ethical principles.

The behavior of company personnel, within the scope of activities carried out on behalf of Frabemar Group Companies, must comply with the dictates of applicable national and international laws and the requirements dictated by this Code of Ethics.

In particular, each recipient of the Code of Ethics is prohibited from:

The violation of applicable national and international laws, even if in the interest of the company;
The pursuit of personal interests to the detriment of the company;
The pursuit of third-party interests to the detriment of the company;
Exploitation of the name and reputation of the Frabemar Group Companies in an abusive manner that differs from the requirements of the company;
The exploitation, for its own interests or those of third parties, of information acquired in the course of carrying out its activities;
The use of company assets for purposes other than those permitted by company procedures;
The performance of activities incompatible with one’s position in the company;
Access to confidential information and data for which one does not have the necessary authorization from the data owner;
taking external positions in companies or enterprises whose interests are directly or even only potentially in conflict or interference with those of the Frabemar Group;
acceptance of gifts, except those of modest value, from parties with whom it has or may have business-related relationships;
The giving of gifts, except those of modest value, to individuals with whom it has or may have business-related relationships;
the use, in the stipulation of contracts on behalf of the Frabemar Group Companies, of unlawful mediations or from which unlawful gain may result for oneself, the company or third parties.

It is mandatory:
1. Communicate to one’s line manager the occurrence of situations of potential conflict of interest between one’s own or a third party’s interests and those of the organization;
2. Maintain strict confidentiality of information acquired or processed in the course of or in connection with the performance of their duties.

2.2 - Administrative and financial management

2.2.1 - Administrative management and budgeting

The preparation of financial statements and any other type of accounting documentation complies with applicable laws and regulations in addition to adopting the most advanced accounting practices and principles, faithfully representing operating events according to criteria of clarity, truthfulness and fairness in compliance with internal procedures.

Group Companies and the Frabemar Group apply the necessary conditions to ensure transparent accounting records: truthfulness, accuracy, completeness and clarity of information. They represent and constitute a fundamental value for the Frabemar Group and ensure that shareholders and third parties can make clear assessments of the organization’s economic, asset and financial situation.

To ensure this, the documentation of facts must be:

reported in accounting to support the record,
comprehensive, clear, truthful, accurate, and valid,
kept all on file, for any appropriate verification, for the period prescribed by law.

It is necessary that records and valuations of items and elements of income and assets be based on reasonable and prudent criteria.

Anyone who becomes aware of possible omissions, falsifications, irregularities in the maintenance of basic accounting and documentation, or violations of the principles set forth in the Code of Ethics is required to promptly report them to the Supervisory Board.

The aforementioned violations take on disciplinary significance and are appropriately sanctioned, as they are considered souring the relationship of trust with the Frabemar Group.

2.2.2 - Payments

The Frabemar Group Companies do not make illicit payments of any kind and base all their financial activities on the principle of absolute traceability and transparency.

Payments, lawful and duly authorized, must be made promptly, on the correct due dates, directly to the intended recipients, and in compliance with applicable regulations, including for the use of cash.

2.3 - Relationships with third parties

2.3.1 - Relations with the Public Administration.

Relations with the Public Administration, public officials or persons in charge of a public service must be inspired by the strictest compliance with the applicable legal and regulatory provisions, national and international, and may in no way compromise the integrity or reputation of the Frabemar Group Companies.

The assumption of commitments and management of relations with the above-mentioned parties are reserved exclusively for the company functions in charge of this task and authorized personnel, in full compliance with internal procedures and the principle of transparency.

In the context of relations with such persons, the Addressees of the Code shall refrain from offering, even through an intermediary, money or other benefits to the public official, Italian or foreign, involved, his family members or persons in any way connected to the same, and from seeking or establishing personal relationships of favor, influence, interference with the aim of directly or indirectly conditioning his activities.

Only modest gifts remain permissible based on the appropriate guidelines issued by top management.

2.3.2 - Relations with political and labor organizations.

Frabemar Group companies do not make contributions, direct or indirect, in any form, to political and labor parties, movements, committees and organizations, their representatives and candidates.

2.3.3 - Relations with supporters and sponsors

Frabemar Group companies for the development of their activities may also make use of donations and sponsorship income. Frabemar Group companies base their conduct in their relations with donors and sponsors on principles of utmost transparency and fairness.

2.3.4 - Relationships with suppliers.

The selection of suppliers is guided by principles of objectivity, competence, cost-effectiveness, transparency and fairness, in accordance with relevant internal procedures.

Relations with suppliers are marked by maximum transparency through written documentation, agreed upon and managed within the company’s organizational system.

Suppliers are required to comply:

Of applicable laws, customs and traditions;
To comply with the principles of this Code of Ethics;
to conform to the principles of the Organization, Management and Control Models of Frabemar Group companies;
To comply with current labor regulations, with special attention to child labor and the provisions of the law on health and safety;
To comply with current environmental regulations;
not to support in any way either directly or indirectly mafia or terrorist associations;
To ensure respect for the human rights of workers.

Recipients of the Code of Ethics must not accept, even on holidays, gifts or other benefits related to their professional activities unless they are of modest value.

2.3.5 - Public and customer relations

The Frabemar Group’s organization is aimed at the satisfaction of different types of Customers through compliance with procedures in accordance with the principles of the international UNI EN ISO 9001 standard subjected periodically to certification by an independent third party.

Relations with the public and customers are geared toward fully satisfying their needs with the aim of creating a solid relationship inspired by the principles of fairness, honesty, efficiency and professionalism.

Institutional communications with the outside world and the media are held exclusively by the Administrative Bodies or persons explicitly delegated by them.

2.4 - Human Resources

2.4.1 - Protection of workers.

In the conviction that the quality of everyone’s work results depends on the degree of personal satisfaction, Frabemar Group Companies imprint the management of human resources on compliance with the principles of ethics as defined in international regulations (ILO conventions and recommendations) and occupational health and safety as defined in national laws (Legislative Decree No. 81/08).

The Frabemar Group guarantees freedom of association for workers. It rejects all discrimination on the basis of age, gender, sexuality, health status, race, nationality, political opinions and religious beliefs; it repudiates all forms of discrimination in its recruitment policies and human resources management.

The Frabemar Group is committed to preventing all forms of bullying and labor exploitation, whether direct or indirect, and to recognize on merit, the determining criteria for any pay and career development of each individual worker.

2.4.2 - Respect for and enhancement of human resources

Human resources are an indispensable element for the existence, development and success of any organization: The Frabemar Group Companies, therefore, pay special attention to the enhancement, protection and development of the skills and competencies of all their employees, so that they can express their potential and professionalism at the highest level and, consequently, contribute to the achievement of business objectives in compliance with the commitments of social and environmental responsibility defined by the Companies’ top management.

2.5 - Environment, Health and Safety

2.5.1 - Environmental protection.

Environmental protection is one of the cardinal values of the Frabemar Group.

In the design and implementation of the technical solutions that the Companies propose to their partners and customers, long-term environmental protection, the fight against pollution and against the production of gases responsible for the greenhouse effect is contemplated.

The activities of Frabemar Group Companies are carried out in full compliance with the law. The Frabemar Group is committed to protecting the environment as a primary asset.

To this end, it orients its choices so as to ensure compatibility between its initiatives and environmental needs.

The Frabemar Group is convinced that the full compatibility of its activities with the local area and the surrounding environment is a primary condition both for the acceptability of its activities and for the achievement of its development objectives: this responsibility is vested indiscriminately in directors, managers, all employees and collaborators of the Frabemar Group Companies.

2.5.2 - Health and safety protection

Frabemar Group Companies comply with health and safety regulations in the workplace pursuant to Legislative Decree no. 81/08.

The Frabemar Group spreads a culture of safety in the workplace, promotes responsible behavior on the part of employees, and provides adequate tools for the prevention of accidents in the workplace to safeguard the health of personnel placed in its employ.

Every activity of the Frabemar Group Companies and the individual employee shall be oriented towards respect for and protection of safety in the workplace, scrupulous compliance with the rules and obligations arising from the relevant safety regulations, as well as compliance with all measures required by internal procedures and regulations.

Recipients of the Code of Ethics, as part of their duties, participate in the process of preventing risks to themselves, colleagues and third parties.

The Frabemar Group in conducting its activities attaches significant value and puts in place measures that comply with the following principles for the protection of workers’ health and safety:

Avoid hazards that may undermine the health and safety of workers in the workplace and on the move;
Combat risks at the source by adapting work to man in order to reduce its effects on the health and safety of its workers;
Take into account the degree of technical development in order to make the workplace as healthy and safe as possible;
Replace what is dangerous with what is not dangerous or is less dangerous;
planning prevention, aiming for a coherent whole that integrates in it technique, work organization, working conditions, social relations and the influence of factors in the work environment;
Giving collective protective measures priority over individual protective measures;
Give appropriate instructions to workers.

2.5.3 - Workers' duties in the area of occupational health and safety

The worker shall take care of his or her own safety and health and that of other persons in the workplace, on whom the effects of his or her actions or omissions may fall, in accordance with his or her training and the instructions and means provided by the employer, observing the provisions and instructions given by the employer, managers and supervisors, for the purpose of both his or her own protection and that of others.

2.6 - Use of computer systems

With respect to the use of computer systems, each employee of the Frabemar Group Companies is responsible for the security and care of the systems used and is subject to the applicable regulatory and company regulations and the conditions of license agreements.

Without prejudice to the provisions of civil and criminal laws, it is part of the misuse of company property and resources to use network connections for purposes other than those inherent in the employment relationship.

Each employee is also required to make the necessary efforts to prevent the possible commission of crimes through the use of IT tools.

The Frabemar Group sanctions the absolute prohibition on the Recipients of this Code from altering and/or modifying in any way the operation of a computer or telematic system or intervening without right in any way on data, information or programs contained in one of the aforementioned systems.

2.7 - Copyright protection

The Frabemar Group sanctions the absolute prohibition for the addressees of this Code to use in any form and/or manner and for any purpose whatsoever, including for personal use, intellectual works and/or materials protected by copyright and/or related rights, as well as by any intellectual and/or industrial property rights, including image rights and the right to a name, without the consent of the rights holders and/or those who have the legitimate use of them.

Recipients of this Code are required to make efforts to seek the necessary consent for the use of protected works and materials.

2.8 - Privacy Protection

The Frabemar Group manages personal and sensitive data and information within the management system from the Privacy regulation (as resulting in light of EU Regulation 2016/679), part of the corporate management system.

The Companies are committed to full compliance with relevant mandatory regulations and best practices.

Genoa there 01/04/2024

F.to.

Massimo Bernardini
Legal Representative Frabemar Srl

Daniela Bernardini
Legal Representative ISD Srl and Frabtransit Srl.