Code of Ethics

Ente
Cassa di Risparmio di Firenze

Code of Ethics

Approved by the Steering Committee
on 30 October 2015
Ente Cassa di Risparmio di Firenze Code of Ethics

DOCUMENT CONTROL FORM

IDENTIFICATION

Organisation, Management and Control Model pursuant to article 6,

paragraph 3 of Legislative Decree no. 231 dated 8 June 2001.
DOCUMENT
Code of Ethics

REVISIONS

VERSION
DATE OF ISSUE
NOTES
SIGNATURE
First issue
V.01
1/11/2015

Table of Contents
1.
FOREWORD ............................................................................................................................................... 6
2.
THE REASONS AND PURPOSES OF THE CODE OF ETHICS .......................................................................... 7
3.
WHO THE CODE OF ETHICS APPLIES TO .................................................................................................... 8
4.
REFERENCE ETHICAL PRINCIPLES ............................................................................................................... 9

4.1
General principles of behaviour ...................................................................................................... 10
4.1.1.
LEGALITY .................................................................................................................................... 10
4.1.2.
CORRECTNESS AND HONESTY ......................................................................................................... 10
4.1.3.
LEGITIMACY ................................................................................................................................ 10
4.1.4.
IMPARTIALITY ............................................................................................................................. 11
4.1.5.
SOLIDARITY AND COLLABORATION ................................................................................................. 11
4.1.6.
CONFIDENTIALITY ........................................................................................................................ 11
4.1.7.
CONFLICTS OF INTEREST ................................................................................................................ 11
4.1.8.
TRANSPARENCY AND COMPLETENESS OF THE INFORMATION .............................................................. 12
4.1.9.
PROTECTION OF HEALTH .............................................................................................................. 12
4.1.10. PROTECTION OF HUMAN DIGNITY ................................................................................................... 12

4.1.11.
ENVIRONMENTAL PROTECTION .................................................................................................. 12
4.1.12.
TRACEABILITY .......................................................................................................................... 13
4.1.13
MANAGEMENT OF THE ARTISTIC HERITAGE AND PROTECTION OF COPYRIGHT ........................................ 13
4.1.14.
ANTI MONEY-LAUNDERING ....................................................................................................... 13
4.1.15.
REPUDIATION OF ALL FORMS OF TERRORISM ................................................................................ 13
4.1.16. REPUDIATION OF CRIMINAL ORGANISATIONS ....................................................................................... 13

5.
SYSTEM OF RELATIONS ............................................................................................................................ 14

5.1
Relations with personnel ................................................................................................................. 14
5.1.1.
GENERAL PRINCIPLES ................................................................................................................... 14
5.1.2.
THE FOUNDATION AS EMPLOYER .................................................................................................... 14

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5.1.3.
THE MANAGERS, EMPLOYEES AND COLLABORATORS .......................................................................... 14
5.1.4.
THE HIERARCHICAL RELATIONS ....................................................................................................... 15
5.1.5.
TRAINING ................................................................................................................................... 16
5.1.6.
CONFLICTS OF INTEREST ................................................................................................................ 16
5.1.7.
EMPLOYMENT OF ILLEGAL WORKERS ............................................................................................... 16
5.1.8.
MANAGEMENT OF THE INSTRUMENTS AND EQUIPMENT .................................................................... 17
5.1.9.
REGULATION OF THE IT SYSTEMS ................................................................................................... 17
5.1.10. THE SECURITY OF THE IT SYSTEMS .................................................................................................. 17

5.1.11. HEALTH AND SAFETY IN THE WORKPLACE ......................................................................................... 18
5.2
Relations with the beneficiaries of the disbursements ................................................................... 18
5.2.1.
THE SOCIAL CONTEXT ................................................................................................................... 18
5.2.2.
THE RELATIONS WITH THE BENEFICIARIES ......................................................................................... 18
5.2.3.
THE INFORMATION POLICY ............................................................................................................ 19
5.2.4.
EFFECTIVE AND TRANSPARENT COMMUNICATION ............................................................................. 19
5.2.5.
SAFEGUARDING OF THE TRANSPARENCY AND CONTROL OF THE DISBURSEMENT ACTIVITIES ..................... 20
5.3
Relations with the media ................................................................................................................. 20
5.4
Relations with suppliers and partners ............................................................................................. 20
5.5
Relations with the Public Sector, the Supervisory Authorities and the Institutions ........................ 21
5.5.1.
SUPERVISORY AUTHORITY ............................................................................................................. 21
5.5.2.
INSTITUTIONAL RELATIONS ............................................................................................................ 21
5.5.3.
INTEGRITY AND INDEPENDENCE IN RELATIONS .................................................................................. 21
5.5.4.
BENEFITS AND GIFTS ..................................................................................................................... 22
5.5.5.
BUSINESS NEGOTIATIONS .............................................................................................................. 22
5.5.6.
FUNDING, CONTRIBUTIONS AND GRANTS ........................................................................................ 22
5.5.7.
PARTICIPATION IN LEGAL PROCEEDINGS .......................................................................................... 23
5.5.8.
COLLABORATION WITH THE AUTHORITIES IN THE CASE OF INVESTIGATION ............................................ 23

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5.6
Relations with the Board of Auditors .............................................................................................. 24
5.7
Relations with political and trade union organisations ................................................................... 24
6.
DRAFTING OF ACCOUNTS AND CORPORATE DOCUMENTS .................................................................... 24
7.
METHODS OF IMPLEMENTATION OF THE CODE OF ETHICS, CONTROL AND SANCTIONS ...................... 25
8.
7.1
The Supervisory Board .................................................................................................................... 25
7.2
Communication and Training .......................................................................................................... 26
7.3
Obligations to inform the Supervisory Board .................................................................................. 27
7.4
Amendments and updates of the Code of Ethics ............................................................................ 27
7.5
Sanctions ......................................................................................................................................... 27
MANAGEMENT OF INFORMATION .......................................................................................................... 28

8.1
Confidential and insider information .............................................................................................. 28
8.2
Personal data processing ................................................................................................................. 28

1.
FOREWORD
The Ente Cassa di Risparmio di Firenze (hereinafter Foundation) has legal status of an associative nature
and objectives hinging on civil development. It is directly derived from the Cassa di Risparmio di Firenze
which was founded by 100 citizens on 30 March 1829 with the purpose of encouraging saving and a
prudential approach to money among the less affluent, allocating all profits entirely to socially useful
activities.

Perpetuating the ideals and civil objectives of the Cassa di Risparmio, the Foundation in its turn pursues
ends of social utility. It also fosters economic development through initiatives and activities conceived to
enhance the quality of life and sustainable development, contributing to enhancing the identity of the
communities and the local area, referring primarily to the city of Florence and the Tuscan districts in which
the Foundation has traditionally been active.

The Foundations activities are directed in particular towards fostering culture and art, conserving and
enhancing cultural assets and the applied arts, the landscape, environmental and agricultural heritage,
furthering scientific research and technological innovation even in the medical and health field and the
education of young people.

True to its own uninterrupted tradition of charity, the Ente Cassa di Risparmio di Firenze also works to
support the voluntary sector and to defend those living in precarious conditions who are in need of
solidarity, rehabilitation or assistance. It fosters the civil growth and economic development of the city of
Florence, the local territory and society in general.
The performance of the Foundations institutional activity is inspired by principles of the utmost
transparency and motivation of decisions and the optimal utilisation of resources, and by considerations
such as the efficacy of intervention and economy of management so as to protect the general interest
within its sphere of operation.

The achievement of these ends is guided not only by criteria of efficiency and transparency, however, but
also by adherence to principles of ethics and social responsibility. In view of this, it appears expedient to
explain these principles, values and the deriving rules of conduct to the Exponents, employees and
collaborators of the Foundation, as well as to the beneficiaries of its actions and to any third parties in
general with which it may come into contact. These are the reasons explaining the adoption of this Code of
Ethics.

2.
THE REASONS AND PURPOSES OF THE CODE OF ETHICS
This Code of Ethics sets forth the commitments and responsibilities of the Foundation towards its
stakeholders. The Code has independent significance while also being an element of the Organisation and
Management Model governed by Legislative Decree 231/01 adopted in accordance with the ACRI
Guidelines Regulations governing the administrative liability of legal entities, companies and associations
even without legal status, pursuant to article 11 of Law no. 300 of 29 September 2000 Legislative Decree
no. 231 dated 8 June 2001 and subsequent amendments and integrations and the Confindustria Guidelines
for the construction of Organisation, Management and Control Models pursuant to Legislative Decree
231/2001, updated to March 2014.

The Code of Ethics comprises and defines the ethical principles and models of conduct which inspire the
foundation and characterise the performance of its activities, with a view to preserving its value and
integrity over time.
The Code of Ethics is an instrument which aims to ensure the equitable and effective management of the
institutional activities and human relations, and it supports the reputation of the Foundation for the
purpose of creating and maintaining relations of trust with both employees and internal and external
collaborators.

This Code of Ethics supplements the provisions of the Charter of the Foundations approved by the
Assembly of the Association of Italian Banking Foundations and Savings Banks (ACRI) on 4 April 2012 and
adopted by the Ente Cassa di Risparmio di Firenze.

The importance of the Code of Ethics has become increasingly more relevant as a result of the indications
of Legislative Decree no. 231 of 8 June 2001 which introduced into Italy the Regulations governing the
administrative liability of legal entities, companies and associations even without legal status, which
emphasises the centrality of the Code in the system of internal control of the Entities with a view to
preventing the committing of offences.

Legislative Decree no. 231 of 8 June 2001 establishes that legal entities can be held liable for offences
committed in their interests or to their advantage. In article 6 the Decree establishes that the legal entities
can be exempted from liability if they can demonstrate (inter alia) that they have adopted and effectively
implemented a Model of Organisation, Management and Control suitable for preventing the type of crime
concerned and that the task of supervising the efficacy and observance of the Model has been entrusted to
an independent supervisory body. The Organisation and Management Model referred to in article 6,
paragraph 1, letter a) of the Decree is intended to refer to a set of rules and operational instruments,
including the Code of Ethics, intended to provide the entity with an effective system of organisation and
control. The purpose of the Organisational Model, and hence also of the Code of Ethics, is to identify and
prevent criminally relevant conduct implemented in the interests or to the advantage of the entity by
senior management or persons subject to their management and/or supervision. For further details, we
refer to the Model of Organisation, Management and Control adopted by the Ente Cassa di Risparmio di
Firenze.
The rules of the Code of Ethics are an essential part of the contractual obligations of the personnel
pursuant to the terms and effects of articles 2104 and 2105 of the Italian Civil Code.
Any conduct on the part of collaborators who have relations with the Foundation that is in conflict with the
rules set forth in the following Code of Ethics damages the relation of trust established and may as set
forth in specific contractual clauses lead to disciplinary action and the request for damages, without
prejudice, in the case of employees, to compliance with the procedures set forth in article 7 of Law
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300/1970 (Workers Statute), the employment contract applicable to the employees of the Ente Cassa di
Risparmio di Firenze and the Disciplinary System adopted by the Ente Cassa.

3.
WHO THE CODE OF ETHICS APPLIES TO
The Code, proposed by the Board of Directors and approved by the Steering Committee, applies to:
a) Exponents of the Foundation, that is members of its statutory bodies;
b) Managers and Employees, even seconded, who have an employment contract with the Foundation;
c) Collaborators working for the Foundation on a regular or contract basis, including consultants and
those who enter into relations with the same, even in the framework of service contracts;
d) third parties performing activities in the interests of and/or to the advantage of the Foundation;

globally defined as Addressees.

The Addressees of the Code are bound to adhere to the contents, taking the principles and canons set forth
therein as inspiration for their conduct, adopting them and transforming them into a benchmark for
reliability at the service of both the Foundation and the entire community rooted within the area of
reference and operation.

Managers and Senior Managers have, among other things, the task of ensuring that the actions of the
Foundation adhere to the principles of the Code, of spreading knowledge of the Code among employees
and the third parties performing activities in the interests and/or to the advantage of the Foundation, and
fostering sharing of the values of the Code.
The Addressee who comes into contact with third parties in the performance of his/her functions must:
inform the third party of the obligations endorsed by the Code of Ethics, to the extent it is pertinent
or necessary;
demand observance and adherence to the ethical principles contained in the Code of Ethics that
concern the activity in which the third party is involved;
inform the Supervisory Board about any third-party behaviour that infringes the Code of Ethics.

Observance of the Code of Ethics is a specific obligation of diligence for the Addressees specified under
paragraphs a) to d) and any infringement may be considered as an offence by the Foundation if it causes
damage.

4.
REFERENCE ETHICAL PRINCIPLES
Observance of this Code of Ethics is an integral part of the contractual obligations of the Employees of the
Foundation, also pursuant to the terms and effects of article 2104 of the Italian Civil Code (employee
diligence).
Infringement of this Code may constitute breach of contract and/or a disciplinary offence, and may in
certain cases entail compensation of any damages caused to the Foundation by such infringement, in
compliance with the legislation in force and the employment contracts applicable at the time.

In the light of the principles inspiring this Code of Ethics, the statutory bodies and the Director General of
the Foundation perform their activities in adherence to values of honesty, integrity, loyalty, correctness and
human respect. More specifically, they must act autonomously and independently of public institutions,
political parties, private bodies, economic and voluntary associations. They are moreover expected to
demonstrate constant participation, awareness of their role and sharing of the Foundations mission, in
order to make a positive and effective contribution to achieving its aims.

The Directors, the members of the Steering Committee and the Director General undertake to guide the
Foundation responsibly, pursuing objectives of safeguarding, growth and correct investment of the assets,
in compliance with:
- the principles set forth in the Chapter on Asset Management of the Charter of the Foundations
approved by the Assembly of the Association of Italian Banking Foundations and Savings Banks
(ACRI) on 4 April 2012;
- the provisions set forth in SECTION I Financial and Equity Aspects of the Memorandum of
Understanding between the Ministry of the Economy and Finance and the Association of Italian
Banking Foundations and Savings Banks, approved on 22 April 2015 by ACRI.

The members of the Board of Auditors are bound to perform their duties in strict adherence to the
legislation in force.

It is the duty of the Bodies of the Foundation and the Director General to monitor any conflict of interest
and the ethical principles of conduct governing the activities of the Foundation.

In relations with third parties, and above all with the mass media, the statutory bodies and the Director
General have the duty to respect and promote the prestige of the Foundation, preventing damage to its
public image.

The members of the Bodies, the Director General, the employees and the collaborators of the Foundation
are bound to respect the confidentiality of the information with which they have been entrusted even after
termination of their mandate and/or of their relationship with the Foundation.

In their conduct towards the beneficiary Entities and suppliers the statutory bodies, the Director General
and the employees of the Foundation must adhere to the following ethical principles:
to refrain from distributing favours and material goods, in the form of either cash or gifts of a more
than symbolic value for the purpose of obtaining preferential treatment;
to refrain from accepting any favours or material goods, in the form of either cash or gifts of a more
than symbolic value, the maximum acceptable value of which will be established by the Board of
Directors;
9


to return any gifts manifestly and unequivocally intended as bribes or the value of which exceeds
what is appropriate to a normal relation of courtesy, or which in any case exceeds the value
established by the Board of Directors;
to refrain from taking advantage of their professional position in the Foundation to obtain unfair
advantages of a personal nature or within the sphere of the profession performed;
to refrain from succumbing to undue influence or pressure that interferes with the correct
functioning of the Foundation;
to report to the Supervisory Board any attempts at corruption or undue pressure in order to
prevent conduct that is illegal or deviates from the spirit of this Code of Ethics;
to develop with the external interlocutors relations inspired by the maximum correctness and
impartiality and in total transparency, avoiding behaviour that could distort their equable
judgement.

4.1
General principles of behaviour
In the performance of its activities the Foundation adheres to the following general principles of behaviour:

4.1.1. LEGALITY
The Addressees operate in compliance with the law and the regulations in force, with the Statute, the
internal regulations and procedures of the Foundation and with this Code. Under no circumstance can the
infringement of the principle of legality be justified by the achievement of an interest or an advantage for
the Foundation.
Ethical integrity and correctness is a constant commitment and duty for all those operating within the
organisational structure of the Foundation, and characterises the behaviour of the entire organisation.
All Addressees undertake to diligently familiarise themselves with the laws and regulations applicable at
the time to the performance of their duties.
In addition to the general principles of diligence and loyalty, all employees must also abide by the rules of
conduct set forth in the contracts applicable to their employment.

4.1.2. CORRECTNESS AND HONESTY
Pursuit of the interests of the Foundation can never justify conduct in conflict with the principles of
honesty, independence, honour, integrity, transparency, legitimacy, clarity and reciprocal respect and the
reference values defined for the entire organisation, such as adherence to the rules, professional ethics,
belonging to the institution, service to the community and awareness of ones role. The Addressees must
also be willing to be constantly subject to auditing activities, in accordance with the legislation in force and
internal procedures.
For this same reason, Addressees shall neither accept nor offer any form of gift or benefit that could be
construed as instrumental to influencing the independence of judgement or conduct of the parties
involved.
All the activities must be performed with commitment and professional rigour. Each Addressee must make
professional contributions appropriate to the responsibilities assigned and must act in such a way as to
protect the prestige and honour of the Foundation and minimise the risk to its reputation.

4.1.3. LEGITIMACY
The proper functioning of the Foundation, and hence pursuit of the interests of all the stakeholders,
depends on the hierarchy and relations of authority within the Foundation. It is therefore essential that
such authority is exercised in a legitimate manner on the basis of freely-acknowledged trust, and that
decisions are always made in compliance with the law and in adherence to the ethical principles, avoiding
any abuse understood as the desire to appropriate the contributions of any stakeholder or exploit the
10


collaboration of anyone to the unfair advantage or disadvantage of anyone else or to unilaterally take
personal advantage of ones hierarchical position.

4.1.4. IMPARTIALITY
In relations with all other parties the Addressees shall avoid any discrimination based on age, racial or
ethnic origin, nationality, political opinions, religious beliefs, gender, sexuality or the state of health of the
other party.
4.1.5. SOLIDARITY AND COLLABORATION
The behaviour of Addressees must be marked by solidarity and loyal collaboration based on dialogue and
engagement with all civil, social and institutional entities, without taking over the tasks or duties attributed
to the specific institutions.

4.1.6. CONFIDENTIALITY
In compliance with the legal provisions, the Foundation guarantees the confidentiality of the information in
its possession. Addressees are prohibited from using confidential or insider information before the same is
formalised, authorised or communicated to the interested parties, or for purposes unrelated to the
performance of their activities within the Foundation.
The activities performed by the Foundation constantly require the collection, storage, processing,
communication and circulation of information, documents and other data of a strictly confidential nature.
Consequently, the Foundation guarantees complete compliance with the Personal Data Protection Code
(Legislative Decree 196/2003) and the maintenance of professional confidentiality.

4.1.7. CONFLICTS OF INTEREST
In the performance of all activities, all Addressees must seek to avoid finding themselves in situations of
conflict of interest, either real or even only potential. In addition to those defined by law or by the Statute,
the possible cases of conflict of interest are also understood to include the case in which an exponent,
employee or collaborator of the Foundation acts to satisfy an interest other than that of the Foundation
and/or in order to directly or indirectly obtain an advantage of a personal nature.
More specifically, the Foundation demands that the Directors, the members of the Steering Committee, the
Auditors and the Director General (hereinafter the Exponents) do not moreover find themselves in
situations of conflict of interest connected with the performance of their duties.

Indicated below by way of example are certain situations that can cause conflict of interest, although the
list is not to be considered exhaustive:

1. the acceptance of positions in or the performance of professional activities of any kind for the
beneficiary Entities and/or suppliers, by the Exponents or by members of their families except for
assignments deriving from designations or appointments made by the Foundation for the pursuit of
its institutional aims which must in any case be promptly communicated to the Foundation,
without prejudice to the Exponents undertaking not to influence in any way the decisions of the
Foundation concerning the entity with which the position is held or for whom the assignment is
performed;

2. the existence of economic or financial interests on the part of the Exponents, or their respective
families, in the activities of suppliers or Entities which have relations with the Foundation, for
example the underwriting of direct or indirect qualified investments in the share capital of such
entities;

11


3. the acceptance of cash or gifts of a non-symbolic value from persons or entities of any kind that
intend to enter into relations with the Foundation.

Clearly this is without prejudice to the discipline governing the conflicts of interest of the Exponents set
forth in the Statute.

Any situation that is potentially liable to generate a conflict of interest, or in any case to prejudice the
capacity of the Exponents to make decisions in the best interests of the Foundation, must be immediately
communicated to the Supervisory Board and will entail the obligation to abstain from performing actions
connected with or related to such a situation.

Addressees are forbidden to take personal advantage of business opportunities which have come to their
knowledge in the course of performing their duties within the Foundation.

In compliance with what is set forth in the Regulations for the ACRI membership requirements of
Foundations and procedures for admission and membership approved on 6 May 2015 by ACRI (Association
of Italian Banking Foundations and Savings Banks), this Code of Ethics specifies:
- a gap of at least twelve months between the cessation of a position within the Foundation and the
subsequent acceptance of political, elective or administrative positions;
- a gap of at least twenty-four months between the cessation of a position within one of the organs
of the Foundation and the acceptance of operational positions (such as Director/Secretary General,
manager or a different appointment as employee).

The Addressees of the Code of Ethics may not accept gifts or largesse from subjects that have or could have
relations with the Foundation, excepting those that may be reasonably comprised within the context of
standard practice and within the limits of normal relations of courtesy, as long as they are of modest value
and in any case not exceeding the maximum limit which may be established by the Board of Directors, and
if they should receive them to return them.

4.1.8. TRANSPARENCY AND COMPLETENESS OF THE INFORMATION
The information that is circulated by the Foundation is complete, transparent, clear and as accurate as
possible, in such a way as to permit the recipients to make informed decisions regarding the relations to be
entertained with the Foundation.

4.1.9. PROTECTION OF HEALTH
Since the moral and physical wellbeing of the personnel is considered one of the Foundations primary
values, they are ensured working conditions that respect individual dignity in a safe and healthy workplace,
in accordance with the legislation governing the protection of occupational hygiene and health and safety
in the workplace.

4.1.10. PROTECTION OF HUMAN DIGNITY
All Addressees recognise and respect human dignity in all its manifestations and, to the extent of their
competence, adopt the most appropriate measures for safeguarding personal individuality, even by not
supporting organisations that do not share these same values or that have purposes which are in any case
illegal (including terrorism and organised crime), and are opposed to immorality.

4.1.11. ENVIRONMENTAL PROTECTION
All Addressees are committed to safeguarding the environment as a primary asset. To this end, within the
framework of the activity performed for the Foundation, they direct their choices and contribute to
12


directing the choices of the Foundation as a whole in such a way as to ensure the compatibility between
the initiative adopted and environmental requirements. They do so, not only in compliance with the
legislation in force, but also by pursuing best practices in the light of the developments of scientific
research and the best practice and experience in this sector.

4.1.12. TRACEABILITY
The Addressees are bound to conserve the documentation relating to the operations performed, or have it
conserved, also in electronic format, so that at any stage of the said operations (authorisation, registration,
auditing etc.) it is possible to easily identify the reasons why they were carried out and the respective
characteristics.
4.1.13 MANAGEMENT OF THE ARTISTIC HERITAGE AND PROTECTION OF COPYRIGHT
All the works making up the artistic heritage of the Foundation or entrusted to the same have to be
appropriately conserved and enhanced. They may be displayed for the enjoyment of the public and used to
support the spread of culture and knowledge.
No work is bought or sold without a valid certification of ownership and authorship and an evaluation of
the congruence of the price being obtained or provided in advance. These activities are managed in
compliance with the legislation in force governing the protection of copyright for intellectual works of a
creative character. The material and works covered by copyright belonging to the Foundation cannot be
reproduced without having previously requested the necessary authorisations.

4.1.14. ANTI MONEY-LAUNDERING
One of the principles of the Ente Cassa di Risparmio di Firenze is maximum transparency in monetary and
financial transactions and it employs the most expedient tools to combat phenomena of money-laundering,
receiving stolen goods and self-laundering.

4.1.15. REPUDIATION OF ALL FORMS OF TERRORISM
The Foundation repudiates all forms of terrorism and, within the scope of its activities, intends to adopt
appropriate measures to avert the risk of any involvement in terrorist activities, in such a way as to
contribute to the affirmation of peace between peoples and democracy.

4.1.16. REPUDIATION OF CRIMINAL ORGANISATIONS
The Foundation repudiates all forms of national and transnational criminal organisation (in particular mafiatype associations). It adopts every appropriate measure to prevent the risk of its own involvement or that
of its employees in any relations or activities with such organisations maintained for whatever reason and
in whatever way, even in the form of mere assistance or aid.

13


5.
5.1
SYSTEM OF RELATIONS
Relations with personnel
5.1.1. GENERAL PRINCIPLES

The Foundation selects its employees and collaborators with care in order to respond to the demands and
expectations of its interlocutors with appropriately qualified professionals.

The Ente Cassa di Risparmio di Firenze is also committed to implementing effective governance for the
optimal management and coordination of the human and instrumental resources and external relations, in
complete harmony with the spirit that distinguishes the operations of the Foundation within the local area.

With this in mind, decisions related to both internal organisation and the issuing of contributions must be
marked by transparency and consistent with the principles underlying the mission of the Foundation.
The managers, employees and collaborators must therefore adhere to the established directives.
In order to ensure the correctness of procedures, all the activities in which the Foundation is involved must
be adequately documented so that all the decision-making passages motivating them can be traced.
More specifically, all the accounts data must be collected and registered with the utmost precision and
transparency, in the manner and within the deadlines established by the legislation governing such
matters.

5.1.2. THE FOUNDATION AS EMPLOYER
As employer, the Foundation acts on the basis of the following principles of conduct:

the commitment to optimise working conditions with maximum respect for the diversity of origins,
gender, culture, religion and race of the workers, and to safeguard their physical and psychological
wellbeing, conscientiously applying the legislation governing the environment and health and
safety in the workplace;
the adoption of valuation criteria aimed at recognition of the competence and professionalism and
within the context of the assigned roles the personal merit of its employees and collaborators in
the management of the working relationship, with the consequent rejection of all forms of
nepotism and favouritism;
the fostering of a harmonious working environment in order to favour collaboration between the
workers and the professional growth of each individual;
the commitment to combat any form of harassment or non-professional behaviour instrumental to
the career of the individual, with a view to safeguarding the dignity of the employees and
collaborators of the Foundation and its own integrity.

5.1.3. THE MANAGERS, EMPLOYEES AND COLLABORATORS
The principles which guide the behaviour of the managers, employees and collaborators are:
- to perform their duties in a transparent, correct, professional and loyal manner in the common
pursuit of the objectives which the Foundation has set itself to meet;
- to observe the law and the regulations of the legal system governing the activity of Foundations,
the contractual rules, the rules of this Code of Ethics, the regulations and the provisions issued by
the bodies of the Foundation;
- to monitor the application of the rules listed above and to report any infringement to their
superiors, without this in any way leading to the risk of retaliation;
14


to report to their superiors any irregularity or malfunction regarding the manner of managing the
working activity, without this in any way leading to the risk of retaliation;
to respect the confidentiality of the information and the data that may come to their knowledge
during the performance of their work;
to protect and conserve the tangible and intangible assets belonging to the Foundation, respecting
and promoting the aims pursued by the same and the responsible use of the resources made
available for the performance of the activities;
to take a responsible approach to health and safety in the workplace in order to guarantee
efficiency and optimisation of the use of the systems and equipment and to prevent the risks of
industrial accidents;
to avoid any manner of discrimination towards colleagues and collaborators on the grounds of
political opinions or union affiliation, religious belief, race, language, gender, age or handicap;
to avoid any exploitation of the name and reputation of the Foundation for private purposes and of
any attitudes which could jeopardise the image of the Foundation;
to refrain from removing private and confidential papers and documentation from the premises of
the Foundation, except for reasons strictly connected with the performance of professional duties;
to refrain from carrying out orders or directives issued by non-competent or non-legitimated
subjects. In such cases the employees and/or collaborators must immediately communicate the
order or directive received to their superior or senior manager;
to refrain from distributing favours and material goods in the form of either cash or gifts of a
significant value for the purpose of obtaining preferential treatment;
to refrain from accepting any favours or material goods in the form of both money and gifts of a
significant value;
to return any gifts that are manifestly and unequivocally intended as bribes or of a value exceeding
what is appropriate to a normal form of courtesy or gratitude;
to refrain from taking advantage of their professional position to obtain unfair advantages for their
own benefit or that of their families or of third parties;
to refrain from succumbing to undue influence or pressure that interferes with the correct
functioning of the Foundation;
to report to their superiors any attempts at corruption, with a view to stifling at source conduct
that is illegal or deviates from the spirit of this Code of Ethics;
to develop with the external interlocutors relations inspired by the maximum correctness and
impartiality in total transparency, avoiding behaviour that could distort their equable judgement.

5.1.4. THE HIERARCHICAL RELATIONS
In the performance of their duties of organisation and control, all senior managers within the Foundation
represent crucial benchmarks for the employees and collaborators who are answerable to them.
Such managers must devote themselves to their work with loyalty and professionalism, recognising the
empowerment and freedom of action of their collaborators and diligently supervising the fulfilment of the
tasks assigned to them.
More specifically, the senior managers are required:
- to make precise and completely impartial assessments about their collaborators on the basis of
their personal capacities and their professional competences;
- to illustrate to their collaborators the duties assigned to them in a clear and unequivocal manner
and to prepare them to perform their tasks by means of adequate training activities accompanied
by periodical evaluations of their work performance;
- to ensure that the remuneration of the collaborators is commensurate with their performance in
accordance with what is set forth in the employment contract;
15


to foster a spirit of belonging to the Foundation, stimulating the personal motivation of each
collaborator to grow within it in professional terms;
to safeguard the personal and professional wellbeing of their collaborators, protecting them from
any form of undue limitation of their personal and professional expression;
to ensure that their collaborators are informed about the relevant legislation and about the
principles of this Code of Ethics and to ensure its effective application, clarifying the fact that any
infringements may constitute breach of contract and/or a disciplinary offence, in conformity with
the legislation in force;
to promptly report to their superiors any infringement of the law or of this Code of Ethics that may
be directly observed by them or reported to them.

5.1.5. TRAINING
The Foundation considers that the complexity of both the issues addressed and the organisation of the
projects and processes call for continual support and investment.
For this reason all employees will receive adequate training, which is structural and formalised rather than
occasional and is considered an integral part of the working activity, conceived to enhance and protect the
importance of the knowledge and professional quality of the individuals involved.

5.1.6. CONFLICTS OF INTEREST
The Foundation demands that the managers, employees and collaborators avoid finding themselves in
situations of conflict of interest connected with the performance of their duties.
Indicated below by way of example are certain situations that can cause conflict of interest:
- the acceptance of positions in or the performance of professional activities of any kind for the
beneficiary Entities and/or suppliers not authorised pursuant to the terms of the last paragraph;
- the assumption by such persons or their respective families of economic or financial interests in the
activities of suppliers or Entities which have other than occasional relations with the Foundation,
for example the underwriting of direct or indirect qualified investments in the share capital of such
entities;
- the acceptance of cash from persons, associations or any other non-commercial Entities or
companies which have, or intend to enter into, relations with the Foundation.
Any situation that is potentially liable to generate a conflict of interest, or in any case to prejudice the
capacity of the managers, employees and/or collaborators of the Foundation to make decisions in the best
interests of the Foundation, must be immediately communicated by the manager, employee or
collaborator to the direct superior or senior manager, and will entail the obligation to abstain from
performing actions connected with or related to such a situation, except with the explicit authorisation of
the said superior or senior manager.
It is forbidden for personnel to take personal advantage of business opportunities which have come to their
knowledge in the course of performing their duties within the Foundation.
Before accepting any position of consultancy, management, administration or other role for another entity,
or in any case which may give rise to a situation of conflict of interest, all managers, employees or
collaborators must communicate this to the direct superior or senior manager who shall, if required, submit
the case to the attention of the Board of Directors.

5.1.7. EMPLOYMENT OF ILLEGAL WORKERS
Furthermore, the Ente Cassa di Risparmio di Firenze considers as an inviolable principle the employment of
human resources who are legally employed pursuant to the legislation in force governing immigration, and
more specifically pursuant to Legislative Decree no. 286/1998, where the cases specified in article 22,
Employment of citizens of third countries without legal residence permits have been included among the
16


offences established through Legislative Decree no. 231/01 as of August 2012. Considering the above, all
the Addressees of this Code of Ethics must behave as follows:
refrain from employing human resources who are not in possession of the legal requirements in
terms of residence permit and/or who cannot produce a valid residence permit;
request all suppliers who are asked to provide services or work in compliance with the provisions
and the rules adopted by the Foundation to utilise only personnel in possession of the current legal
requirements in terms of residence permit and/or who can produce a valid residence permit.

5.1.8. MANAGEMENT OF THE INSTRUMENTS AND EQUIPMENT
The tangible assets of the Foundation, such as telephone lines, hardware and software, Internet and
Intranet, cars etc., must be utilised in compliance with the legislation in force and solely as instruments
supporting the working activity performed on behalf of the Foundation.
It is consequently forbidden to use such equipment for personal reasons or in pursuit of objectives that
conflict with the legal regulations or the institutional aims of the Foundation or which cause delays in work.

5.1.9. REGULATION OF THE IT SYSTEMS
The Foundation places at the disposal of its employees and collaborators IT equipment consisting,
depending on individual requirements, of personal computer, notebook, printers, software, Internet and
Intranet services to assist in the performance of the tasks entrusted to them.
The employees and collaborators of the Foundation must utilise such equipment in such a way as to ensure
that it is kept intact and in good working order and to report any malfunctions.
The programmes can be installed on the Foundation network or on the individual PCs only by personnel
and/or technicians authorised by the Director General or by collaborators identified by him.
It is forbidden for employees and collaborators to:
- install programmes that are not authorised and/or without the required licences, with a view to
avoiding not only the risk of spreading IT viruses, but also the risk of fines for the Foundation in the
case of infringement of copyright;
- download programmes available on Internet without specific authorisation from the Director
General or from collaborators identified by him;
- make dial-up Internet connections utilising a modem connected to one of the Foundations
telephone lines rather than the network provided for the purpose, in order to safeguard the
security of the entire IT system of the Foundation;
- to use their e-mailbox to transmit confidential documents outside the IT network of the
Foundation, in order to ensure the security and privacy of the information in question;
- to take part in debates and forums not related to work using their allocated e-mailbox belonging to
the Foundation.
The Ente Cassa di Risparmio di Firenze cannot be held responsible for any applications and files present on
the PCs of its employees and collaborators for which explicit authorisation has not been granted by the
Director General or by personnel appointed by him.
All employees are required to make all necessary efforts to prevent the possible committing of offences
using IT tools. All employees are similarly bound to comply with what is set forth in the Organisation,
Management and Control Model pursuant to Legislative Decree 231/01 adopted by the Ente Cassa di
Risparmio di Firenze and, more specifically, with what is set forth in the protocols, procedures and
regulations governing this particular aspect.

5.1.10. THE SECURITY OF THE IT SYSTEMS
In order to protect the confidentiality and the security of the data in its possession, the Foundation equips
its IT systems with specific devices designed to prevent the uncontrolled circulation of the information or
an inappropriate use of the same.
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For this purpose, each employee and collaborator is assigned a personalised ID and password and is
permitted to access certain programmes and files solely in connection with the duties to be performed.
The employees and collaborators are bound to keep their ID and password secret: they must therefore
refrain from disclosing these details and must change their passwords regularly.
Furthermore, the employees and collaborators must not leave their work stations without having taken all
the necessary precautions for preventing confidential information being viewed by unauthorised subjects.

5.1.11. HEALTH AND SAFETY IN THE WORKPLACE
The Foundation adheres to the standards of health and safety in the workplace, ensuring its personnel and
collaborators adequate working conditions.
The Foundation undertakes to manage its activities in total compliance with the legislation in force
regarding health and safety in the workplace, accepting no compromises of any kind in this regard. To this
end the Ente Cassa di Risparmio di Firenze makes the greatest efforts to guarantee a healthy and safe
workplace, adopting all the necessary preventive and corrective measures. Furthermore, the Foundation
undertakes to inform all employees about the risks they may encounter in the course of the performance
of the various professional activities.
Consistently with this objective, all employees must abide by the rules regarding the safety of their work
stations, within the framework of the respective functions and responsibilities, in order to eliminate or
progressively reduce the risks at source and improve the working conditions.
All employees are also bound to comply with the contents of the Organisation, Management and Control
Model pursuant to Legislative Decree 231/01 adopted by the Ente Cassa di Risparmio di Firenze and, more
specifically, with what is set forth in the protocols, procedures and regulations governing this particular
aspect.

5.2
Relations with the beneficiaries of the disbursements
This section is inspired by and supplementary to the principles set forth in the Chapter on Institutional
Activity in the Charter of the Foundations.
5.2.1. THE SOCIAL CONTEXT
In order to optimise its actions in collaboration with the local institutions for the promotion and
development of the local territory, the Foundation is committed to investigating the context of social
relations in which it works, using appropriate instruments of analysis, and taking care to correctly interpret
the needs and expectations of the citizens.

It is therefore necessary that all the personnel of the Foundation, and in particular the personnel dealing
with the assessment of the disbursement operations, are capable of deciphering the demands for
economic, social and cultural growth of the local area involved and the beneficiaries of the disbursements.,
so that they can propose effective and feasible solutions.

5.2.2. THE RELATIONS WITH THE BENEFICIARIES
In conformity with what is set forth in the Statute and in the legislation in force, the Foundation issues
contributions aimed at supporting the economic, social and cultural growth of its local area.
The assignment of these contributions by the Foundation is preceded by a selection of the projects and the
initiatives to be funded for the purpose of ensuring the transparency of the activity, the motivation of the
choices, the optimal utilisation of the resources and the effectiveness of the actions.

It is not permitted to make any form whatsoever of disbursement, funding or grant, either directly or
indirectly, to profit-making entities or businesses of whatever kind (with the exception of operating
18


enterprises and social cooperatives pursuant to Legislative Decree no. 155 of 24.3.2006 and the social
cooperatives as set forth in Law no. 381 dated 8.11.1991), to political parties or movements and/or trade
union organisations, social advisory services, or cooperative companies other than those established to
provide direct assistance to needy and marginalised categories of persons, for youth training or for the
development of cultural activities or environmental protection, as far as their ordinary management
activity is concerned.
Similarly ruled out is any form of disbursement in favour of subjects pursuing aims that are incompatible
with those of the Foundation; the Foundation cannot directly make contributions to local Territorial Bodies
or Public Sector bodies, except in special cases for individual initiatives compatible with its institutional
aims and with adequate motivation; direct disbursements to individuals are not permitted.

The beneficiaries, in their turn, must:
- submit applications that are exhaustive as regards the objective being pursued, the subjects
contributing to the realisation and any co-financers;
- specify the resources that they intend to utilise and demonstrate that they are, where required, in a
position to comply with the timeframes demanded by the projects, if necessary breaking the latter
down into a documented series of work phases;
- submit analytic, accurate and verifiable documentation of the costs sustained in order to justify the
use of the disbursement received.
To ensure that the contributions disbursed are used in a manner consistent with the application submitted
by the beneficiary, particularly in the case of complex projects the Foundation supervises the various
phases of progress of the works, making sure that the established goals are achieved in accordance with
the scheduled timeframes.

5.2.3. THE INFORMATION POLICY
Ente Cassa di Risparmio di Firenze applies a policy of transparency and completeness regarding information
about how to access to the contributions which it issues and the way to apply. It does so, also through the
use of the mass media, in such a way that the public is informed about both the necessary requisites and
the selection criteria.

In the sphere of communication, the Foundation in any case adheres to the principles of correctness and
truthfulness that inspire its mission, and takes care to ensure the completeness and precision of the
statements issued.

5.2.4. EFFECTIVE AND TRANSPARENT COMMUNICATION
The Foundation makes efforts and takes all due care to ensure that its programmes of intervention for
institutional activities of general interest and social utility are supported by appropriate informative
actions, aimed at the public and press, designed to:
facilitate access to the request for contributions;
render the selection process transparent;
communicate to the public what has been achieved through the said programmes.
Every employee must take care to provide full and impartial information to any entity or institution
whatsoever that may apply to the Foundation regarding the Foundations programmes, the necessary
requirements to take part in the assignment of contributions, the choices made and the reasons for them.

For the achievement of its aims and the realisation of the programmes, the Foundation relies on the quality
of its human resources and the efficacy and effectiveness of the internal decision-making processes.
19


In this regard the Foundation takes great care that the managerial decisions and the choices of intervention
are made on the basis of objective data as part of a transparent and shared process, consistently with its
mission and vision, and that there is no form of influence or distortion of its activity.
All the accounts entries and the informative reports for both internal and external use, both general and
analytic, must adhere to principles of clarity, transparency, correctness, completeness and accuracy.

5.2.5. SAFEGUARDING OF THE TRANSPARENCY AND CONTROL OF THE DISBURSEMENT ACTIVITIES
Each employee applies the rules of the accounting and management standards drafted in order to ensure
transparency and control. Beneficiary entities, institutions and partners are encouraged to adopt
professional accountability standards.
The Foundation clearly explains how the philanthropic resources assigned to the beneficiary entities and
partners will be used, but is sufficiently flexible to permit partial and non-substantial adjustments in the
event that external circumstances should alter the framework of application.
It demands from the beneficiary entity or partner a simple but specific accounting that can explain how the
assigned resources have been utilised. It makes efforts to correct any use of the assigned resources that is
distorted or not consistent with the deliberations.
It requests clarifications when it is not in possession of sufficient information to guarantee the transparency
of the disbursement process and the correct use of the resources of the Foundation.

5.3
Relations with the media
The relations between the Foundation and the mass media are managed by specifically assigned functions
and must be performed consistently with the communication policy defined by the top management of the
Foundation.
The Addressees are therefore not permitted to provide information to the representatives of the mass
media without the authorisation of the competent functions.
Attendance at events of any kind, whether scientific, cultural or sectoral, in the name and on behalf of the
Foundation or representing the President, must be appropriately authorised and formalised in writing in
compliance with the internal procedures of the Foundation.
The information and the communications supplied must be truthful, complete, accurate and consistent.

5.4
Relations with suppliers and partners
The Ente Cassa di Risparmio di Firenze exclusively adopts criteria of proven expediency in the choice of its
suppliers and partners, making sure that they are in possession of all the requirements such as to comply
not only with the demands of efficiency and competence, but also with the principles inspiring this Code of
Ethics.
In the selection of the suppliers of goods and services and of partners, the Foundation adheres to the
following principles:
- not to use suppliers and/or partners regarding which it has proven information of connections,
either direct or indirect, with organisations of a criminal or illicit nature;
- to ascertain that its suppliers and interlocutors are able to offer a quality service, while adhering to
the timeframes established by the Foundation and at competitive prices;
- to give equal opportunities to each interlocutor and supplier competing for the provision of the
goods and services requested by the Foundation, so that the final choice is not affected by
discriminatory criteria or personal preferences but only by impartial valuations based on the actual
possession of the requirements necessary for the performance of the work;
20


to avoid, at all stages and levels, the emergence of conflicts of interest that jeopardise the
transparency and correctness which must always mark the actions of the Foundation;
to avoid, at all stages and levels, the emergence of an inappropriate exchange of favours and gifts,
so as not to interfere with the transparency and correctness of the relations between the
Foundation and its suppliers and partners;
to observe the principles of transparency and completeness of information in the correspondence
with suppliers;
to avoid any conditioning by third parties extraneous to the Foundation in making decisions and/or
in the performance of actions related to its own working activity;
to raise the awareness of the suppliers regarding the Code of Ethics of the Foundation;
to establish specific and regular documentary procedures for the acquisition of goods and services.

5.5
Relations with the Public Sector, the Supervisory Authorities and the Institutions
In its relations with the Public Sector the Foundation is inspired by and bases its conduct on respect for
impartiality and the good practice to which the Public Sector is bound, understanding this as the series of
subjects of public or private law that perform a public function or a public service with which the
Foundation interfaces in the performance of its activity.
In addition to what is set forth in the following paragraphs, each Addressee of this Code of Ethics is bound
to comply with the contents of the Organisation, Management and Control Model adopted by the
Foundation pursuant to Legislative Decree 231/01 and, more specifically, with what is set forth in the
protocols, procedures and regulations governing this particular aspect, to which specific reference is made
here.
5.5.1. SUPERVISORY AUTHORITY
The Foundation undertakes to observe fully and scrupulously the rules dictated by the Authority for
compliance with the legislation in force in the sectors connected with its activity.
The Ente Cassa di Risparmio di Firenze shall not deny, conceal or delay providing any information requested
by the Authorities in the course of their auditing and supervisory functions and collaborates actively with its
own managers, employees and collaborators in the course of the investigative procedures.
Furthermore, the entities appointed to the transmission of documents and information in the course of
audits and inspections by the Supervisory Authorities shall act with good faith and correctness. They must
also maintain an attitude of the utmost helpfulness and collaboration with the auditing and control bodies.

5.5.2. INSTITUTIONAL RELATIONS
In its relations with the local, regional, national, Community and international institutions, the Foundation
undertakes to:
- establish, without discrimination of any kind, stable channels of communication with all the
institutional interlocutors involved during the performance of its activities;
- act in conformity with the principles defined by the Code of Ethics in the performance of its
activities, refraining from exerting any pressure, either direct or indirect, on the managers or
representatives of the Institutions through its own bodies, managers, employees or collaborators,
in order to obtain favours or advantages.

5.5.3. INTEGRITY AND INDEPENDENCE IN RELATIONS
In order to guarantee maximum clarity in the relations with the Public Sector, these take place exclusively
through delegates equipped with mandate or formal authorisation by the Foundation, who are not in
situations of conflict of interest as regards the representatives of the said institutions.
21


More specifically, all relations with public sector employees must comply with the principles and provisions
set forth in the Decree of the President of the Republic 62/2013 (Code of Conduct for Public Sector
Employees).

5.5.4. BENEFITS AND GIFTS
The Foundation condemns any behaviour, whoever it may be perpetrated by, that consists of directly or
indirectly promising or offering gifts or benefits to Public Officials and/or Public Service Officers both Italian
and foreign, or their relatives or similar, which could lead to an unfair advantage for the Foundation.
The Foundation does not allow any form of gift which may even only appear to be in excess of normal
commercial practices or courtesy, or which is in any case aimed at obtaining favourable treatment in the
performance of any activity whatsoever.
It is forbidden to promise or unduly offer money or other benefits of any kind except of modest value to
Public Officials and/or Public Service Officers or persons delegated by the same. Modest value is
understood as a value of not more than Euro 150.00 per beneficiary entity per year, even in the form of
discount, in compliance with what is set forth in Article 4 Gifts, remunerations and other benefits of the
Decree of the President of the Republic no. 62 of 16 April 2013, Regulations of the Code of Conduct for
Public Sector Employees, pursuant to article 54 of Legislative Decree no. 165 of 30 March 2001.
As regards Public Sector representatives or employees, it is forbidden to seek or to establish personal
relations of favour, influence or interference such as to condition the outcome of the relationship either
directly or indirectly.

5.5.5. BUSINESS NEGOTIATIONS
Within the framework of any business negotiation, application or relation of any kind with any Italian
and/or foreign Public Sector body, under no circumstances is it permitted to behave in such a way as to
illegitimately influence the decisions of the Public Officials or Public Service Officers, and still less to obtain
an unfair advantage for the Foundation.
By way of example, in the course of a business negotiation sought with Italian or foreign Public Officials
and/or Public Service Officers the following conduct, both direct and indirect, is strictly forbidden:
to take into consideration or to propose in any manner whatsoever employment and/or
commercial opportunities which could benefit the Public Officials and/or the Public Service Officers
or their relatives or similar;
to offer gifts, other than of modest entity and in compliance with the authorisation process of the
Foundation. It is expedient that the purchase of gifts should be centred in a single function (e.g.:
Director General), and in any case their traceability must be guaranteed through appropriate
documentation (e.g. transport documents);
to permit any Public Official, either Italian or foreign, with whom negotiations are in progress, to
abuse his/her position or powers so as to induce employees or management personnel to give or
unfairly promise to him/her or to a third party either money or any other benefit, in violation of the
provision set forth in article 319 of the Italian Criminal Code;
to solicit or obtain confidential information which could jeopardise the integrity or reputation of
both parties;
to perform any other action aimed at inducing the Public Officials, either Italian or foreign, to do or
omit to do anything in violation of the laws of the legal system by which they are governed;
to abuse ones own position or powers to induce or constrain anyone to unfairly promise money or
other benefits to oneself or to someone else.

5.5.6. FUNDING, CONTRIBUTIONS AND GRANTS
22


It is forbidden to assign contributions, grants or funding obtained from the State or from another Public
Body or from the European Community to purposes other than those for which they may have been
granted.
The Ente Cassa di Risparmio di Firenze condemns any behaviour aimed at obtaining from the State, from
the European Community, or from another national or foreign Public Body any type of contribution,
funding, concessionary loan or any other similar disbursement by means of statements and/or documents
that have been altered or falsified for the purpose, or by means of omitting information, or more generally
by means of contrived or fraudulent behaviour, including that performed through an IT or electronic
system, aimed at deceiving the issuing body.
The entities to which functions or duties of this kind have been delegated must pay the greatest attention
to all the information of a confidential character that may come to their knowledge, and to a scrupulous
accounting for every document or printout made and/or transmitted to the Public Sector and the Public
Bodies involved.

5.5.7. INVOLVEMENT IN LEGAL PROCEEDINGS
In the event of involvement in legal proceedings, the Foundation undertakes to proceed in a correct
manner, in compliance with the law, the rules set forth in this Code of Ethics and the internal procedures in
such a way as to avoid any possible damage to the image of the Ente Cassa.
More specifically, in the course of the legal proceedings in which the Foundation is involved, members of
the bodies of the Foundation, employees and collaborators are forbidden:
- to promise or give to a Public Official (e.g. magistrate, clerk or other official) for himself or for a
third party, any unwarranted gift of money or other benefit in exchange for an official action by the
said Official for the purpose of obtaining an advantage for the Foundation in the course of the legal
proceedings;
- to promise or give to a Public Official (e.g. magistrate, clerk or other official) for himself or for a
third party, any unwarranted gift of money or other benefit to induce the said Official to omit or
delay an official action for the purpose of obtaining an advantage for the Foundation in the course
of the legal proceedings,
- to mislead the State or any other public body by means of contrived or fraudulent behaviour for the
purpose of obtaining an advantage for the Foundation in the course of the legal proceedings;
- to alter in any way the functioning of an IT or electronic system or to intervene (without
entitlement and in any manner) on the data/information/programmes contained in an IT or
electronic system, or pertinent to the said system, for the purpose of obtaining an advantage for
the Foundation in the course of the legal proceedings;
- to induce the person called upon to make statements before the judicial authority for use in
criminal proceedings not to make such statements or to make mendacious statements, through the
use of violence or threats or through the offer or promise of money or other benefits.

5.5.8. COLLABORATION WITH THE AUTHORITIES IN THE CASE OF INVESTIGATION
The Foundation recognises the value of the judicial and administrative functions and pursues the objective
of maximum integrity and correctness in relations with the competent Authorities.
To this end, it prohibits any behaviour aimed at or capable of interfering with the investigations or the
inquiries carried out by the competent Authorities and, in particular, any conduct aimed at obstructing the
search for the truth, also by inducing the persons summoned by the judicial Authority not to make
statements or to make mendacious statements.
The Foundation undertakes to adopt all the necessary measures to offer the collaboration required by the
Authorities, within the limits and in compliance with the legislation in force.

23


5.6
Relations with the Board of Auditors
The relations of the Foundation with the Board of Auditors are marked by the greatest diligence,
professionalism, transparency, collaboration and helpfulness and in the utmost respect for their
institutional role, promptly and precisely executing any orders or performance required.
Data and documents are made available promptly and expressed in a clear, objective and exhaustive
manner so as to provide information that is accurate, complete, faithful and truthful, avoiding and in any
case reporting, in the appropriate form and manner, any situations of conflict of interest.
More specifically, the auditors, both internal and external, must have free access to all the data, documents
and information necessary for the performance of their activities.

5.7
Relations with political and trade union organisations
The Ente Cassa di Risparmio di Firenze does not make contributions to political or trade union
organisations, movements, parties or committees, or to their representatives and candidates.
The Addressees cannot perform political activity during working hours or use the goods or equipment of
the Foundation for such purposes.

6.
DRAFTING OF ACCOUNTS AND CORPORATE DOCUMENTS
In complete adherence to the legislation in force, one of the fundamental values of the Foundation is
compliance with the principles of truthfulness and correctness in relation to any document containing
economic, equity and financial data relating to the Foundation itself. To this end:
the Foundation condemns any behaviour aimed at altering the correctness and truthfulness of the
data and information contained in the financial statements, the reports and the other corporate
communications prescribed by law and addressed to the members or the public;
all the persons involved in the drafting of such documents are bound to check with all due diligence
the correctness of the data and information which will then be used in the drafting of the financial
statements, the reports and the other corporate communications prescribed by law;
the bodies appointed to the drafting of the financial statements and the corporate communications
must ensure that their activities adhere to the procedures prescribed by the Model, basing their
work upon the principles of correctness and good faith, or acting with the ordinary diligence
required. They must similarly avoid situations of conflict of interest, even only potential, in the
performance of the functions delegated to them;
the Foundation requires that the Board of Directors, the managers, collaborators and employees
behave in a correct and transparent manner in the performance of their functions, especially in
relation to any request advanced by the statutory bodies in the exercise of their respective
institutional functions;
it is forbidden to prevent or in any case to obstruct the performance of the activities of control
legally attributed to the Supervisory Board;
it is forbidden to behave in a manner such as to cause damage to the integrity of the assets of the
Foundation;
it is forbidden to perform any simulated or fraudulent action aimed at influencing the intentions of
the members of the Steering Committee and the Members Meeting in order to achieve the
irregular formation of a majority and/or a different resolution;
24


all the phases relating to the Meeting, such as the convocation and the filing of all documents
considered appropriate for the passing of resolutions by the members must be scrupulously
controlled;
all persons who are aware of such impediments, even when they refer to extraneous third parties,
are bound to report them to the competent bodies, which are invested with the necessary powers
to perform exploratory investigations in this regard;
it is forbidden to spread false information regarding the Foundation, its employees, collaborators or
the third parties which work for it, either inside or outside the Foundation;
the Board of Directors, the Steering Committee, the managers, collaborators and employees are
bound to keep confidential the information and documents acquired in the performance of their
functions and not to use them to their own advantage;
on the occasion of audits and inspections carried out by the competent public Authorities, the
persons assigned to the transmission of documents and information must behave correctly and in
good faith, since they are bound to perform their duties with the diligence of the proxy. They must
furthermore maintain an attitude of the utmost helpfulness and collaboration towards the auditing
and control bodies;
it is forbidden to obstruct in any way whatsoever the functions of the public supervisory Authorities
which may contact the Foundation in the course of their institutional duties.
All employees are moreover bound to comply with what is set forth in the Organisation, Management and
Control Model pursuant to Legislative Decree 231/01 adopted by the Board of Directors and, more
specifically, with what is set forth in the 231 protocols of control, the procedures and regulations governing
the activities and matters involved.

7.
7.1
METHODS OF IMPLEMENTATION OF THE CODE OF ETHICS, CONTROL AND SANCTIONS

The Supervisory Board
The activity and the function of the Supervisory Board are governed by a specific regulation. The
Supervisory Board is the body appointed to controlling the functioning of the Organisation Model pursuant
to Legislative Decree 231/01 adopted by the Foundation, and hence of the elements that make it up,
including this Code of Ethics. Furthermore, the Ente Cassa di Risparmio di Firenze can adopt specific
methods of control as regards the compliance of anyone acting on behalf of the Foundation with the
regulatory provisions and the rules of conduct of this Code.
In the exercise of its functions, the Supervisory Board will have full access to any data and information of
the Foundation useful for the performance of its activities.
The corporate bodies and their members, the employees, the collaborators and the third parties that act on
behalf of the Foundation, are bound to collaborate as far as possible to assist the Supervisory Board in the
performance of its functions.
The Supervisory Body has the following duties in terms of implementation and control of the Code of
Ethics:
to cooperate in the decisions as regards the violations of the Code (ascertained by the Supervisory
Body itself on its own spontaneous initiative or reported to it by Functions or by individuals), in liaison ,
as far as the issuing of any sanctions is concerned, with the hierarchical superior of the individual
responsible for the censured behaviour and the Director General;
to express opinions as regards the revision of the Foundations most significant policies and
procedures with a view to ensuring consistency with the Code;
25


to verify application of and adherence to the Code;
to monitor the initiatives for spreading knowledge and understanding of the Code, and in particular
guaranteeing the development of the activities of communication and ethical training;
to propose to the Board of Directors any necessary revisions of the policies and procedures with
significant impacts on the ethics of the Foundation, as well as any updates, amendments and/or
integrations of this Code.

The personnel of the Ente Cassa di Risparmio di Firenze can apply at any time to the Supervisory Board,
either in writing (even by e-mail) or verbally, even for the purpose of requesting clarifications and/or
information regarding, purely by way of example:
the interpretation of the Code and/or the other protocols attached to the Model;
the legitimacy of a specific and real action or conduct and whether they are expedient or compliant
with the Model and the Code.
Infringements of the rules of the Code of Ethics represent non-performance of the obligations deriving
respectively from the employment contract and the mandate, with all the contractual and legal
consequences.
Finally, the violations committed by consultants, collaborators and suppliers shall be punishable in
conformity with what is established in the respective assignments and contracts.

7.2
Communication and Training
The Foundation undertakes to foster effective circulation and knowledge of the standards, regulations and
procedures to be complied with among all the subjects that are potential Addressees, in order to ensure
that the activity of the Foundation is carried out in conformity with the ethical principles of this Code.
The Foundation undertakes to divulge this Code of Ethics to all those with which it has regular relations
through appropriate methods of communication including its own website.

Any doubts regarding the application of the Code of Ethics must be discussed in a timely manner with ones
own direct superior or with the Supervisory Board.
All those who collaborate with the Foundation undertake to observe the principles of this Code, and to
have them observed, so that the regulations are adequately applied and respected.
Under no circumstances can acting for the benefit of the Foundation justify the adoption of modes of
conduct in conflict with the law or with the principles of behaviour expounded herein.
For the purpose of ensuing the correct understanding of the Code by all employees and collaborators, the
Supervisory Board drafts and submits to the Board of Directors a training plan designed to foster awareness
of the ethical principles and regulations.
The training initiatives are differentiated depending on the role and responsibilities of the employees and
collaborators; for newly-recruited personnel a special training programme is scheduled which illustrates the
contents of the Code of Ethics which they are expected to abide by.

26


7.3

Obligations to inform the Supervisory Board
Anyone who may become aware of infringements of the principles of this Code and/or of the Operating
Procedures comprised in the Model of organisation or in the internal control system in general is bound to
report them promptly to the Supervisory Board.
The reports may originate from any Addressee or third-party Addressee. Any stakeholder who receives
such a report is bound to transmit it immediately to the Board of Directors and/or to the Supervisory Body
guaranteeing its confidentiality.

Reports may be submitted as follows:
by e-mail to the address: Supervisory Board@entecrf.it
by post to the address: Supervisory Board, Ente Cassa di Risparmio di Firenze
Via Bufalini, 6 50122 FIRENZE

It is the task of the Supervisory Board to perform an assessment of the report, and possibly to hear what
the person responsible for the alleged infringement has to say, involving in this examination other functions
that have competence in the area where necessary,.
As regards the aspects of its respective competence, the Supervisory Board acts in such a way as to
guarantee that there are no recriminations for the persons making the report, understood as any action
which could give rise even to the mere suspicion of discrimination or penalisation. Protection of the identity
of the person making the report is also ensured, without prejudice to legal obligations.
Finally, the Supervisory Board will proceed to transmit to the Board of Directors any reports concerning
members of the Board of Directors and/or the Board of Auditors. Any reports concerning the Board of
Directors itself will be transmitted by the Supervisory Board to the Chairman of the Board of Auditors.

7.4
Amendments and updates of the Code of Ethics
Any amendment and/or addition to this Code must be made using the same procedures adopted for its
initial approval.

7.5
Sanctions
Observance of the rules of the Code of Ethics is deemed an essential part of the contractual obligations
with the Foundation.
Failure by employees to observe the rules contained in this Code of Ethics will entail the sanctions set forth
in Law no. 300/1970, in the collective employment agreements of reference and in the Disciplinary System
as established in compliance with Legislative Decree no. 231/2001, where applicable.
Failure to observe the rules set forth in this Code by all the other Addressee subjects shall be sanctioned in
accordance with the cited Disciplinary System.

27


8.
8.1

MANAGEMENT OF INFORMATION
Confidential and insider information
The Foundation treats all the data and information that enter its possession with the greatest
confidentiality, in accordance with what is established by the legislation in force governing privacy.
The data and information for which there is a prohibition on divulgation to third parties comprise all the
data concerning the internal organisation and the management of the tangible and intangible assets of the
Foundation, the commercial operations and the financial intermediation performed by it, and the judicial
and administrative proceedings which involve it.
Pursuant to what is set forth in the legislation on privacy and established in the regulations issued by
CONSOB, the Foundation furthermore adopts a serious and rigorous policy as regards the treatment of
insider information relating to companies quoted on the stock exchange that may be in its possession, so as
not to affect the equilibrium of stock transactions on the exchange and not to infringe the principles
inspiring this Code of Ethics.
The personnel and the Exponents of the Foundation, at any level, are therefore not authorised to utilise
such insider information personally or to disclose it to third parties.

8.2
Personal data processing
Pursuant to what is set forth in Law no. 675/96, the personal data in possession of the Foundation must
always be processed in a lawful and correct manner, in compliance with the principles protecting the
privacy of individuals and other entities.
Under no circumstances can the Foundation utilise or assign the personal data collected to another data
controller for historical, scientific research and statistics purposes or for promotional purposes, unless duly
authorised.
The employees and collaborators of the Foundation are therefore bound to:
- collect and record the data for specific, explicit and legitimate purposes and use them in further
processing operations in a way that is not inconsistent with the said purposes;
- record the data accurately and, when necessary, keep them up to date;
- check that the data are adequate, relevant and not excessive in relation to the purposes for which
they are collected or subsequently processed;
- conserve the data in a form which permits identification of the data subject for no longer than is
necessary for the purposes for which the data were collected or subsequently processed;
- inform the data subject of the purposes and modalities of the processing for which the data are
intended and the obligatory or voluntary nature of providing the requested data;
- conserve and control the data carefully in such a way as to prevent the risk of their destruction or
loss, even accidental;
- consult only those documents and files that they are authorised to access and utilise them in
conformity with office duties;
- prohibit unauthorised access to the data or the unlawful processing of the same or processing that
is not consistent with the purposes for which they have been collected;
- destroy the data when the reasons for their conservation or use have ceased, or when the
authorisation for their processing is withdrawn.

28

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Code of Ethics

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Ente

Cassa di Risparmio di Firenze

Ente Cassa di Risparmio di Firenze Code of Ethics

Organisation, Management and Control Model pursuant to article 6,

Ente Cassa di Risparmio di Firenze Code of Ethics

THE REASONS AND PURPOSES OF THE CODE OF ETHICS .......................................................................... 7

WHO THE CODE OF ETHICS APPLIES TO .................................................................................................... 8

REFERENCE ETHICAL PRINCIPLES ............................................................................................................... 9

General principles of behaviour ...................................................................................................... 10

CORRECTNESS AND HONESTY ......................................................................................................... 10

SOLIDARITY AND COLLABORATION ................................................................................................. 11

CONFLICTS OF INTEREST ................................................................................................................ 11

TRANSPARENCY AND COMPLETENESS OF THE INFORMATION .............................................................. 12

PROTECTION OF HEALTH .............................................................................................................. 12

4.1.10. PROTECTION OF HUMAN DIGNITY ................................................................................................... 12

ENVIRONMENTAL PROTECTION .................................................................................................. 12

MANAGEMENT OF THE ARTISTIC HERITAGE AND PROTECTION OF COPYRIGHT ........................................ 13

ANTI MONEY-LAUNDERING ....................................................................................................... 13

REPUDIATION OF ALL FORMS OF TERRORISM ................................................................................ 13

4.1.16. REPUDIATION OF CRIMINAL ORGANISATIONS ....................................................................................... 13

SYSTEM OF RELATIONS ............................................................................................................................ 14

Relations with personnel ................................................................................................................. 14

GENERAL PRINCIPLES ................................................................................................................... 14

THE FOUNDATION AS EMPLOYER .................................................................................................... 14

Ente Cassa di Risparmio di Firenze Code of Ethics

THE MANAGERS, EMPLOYEES AND COLLABORATORS .......................................................................... 14

THE HIERARCHICAL RELATIONS ....................................................................................................... 15

CONFLICTS OF INTEREST ................................................................................................................ 16

EMPLOYMENT OF ILLEGAL WORKERS ............................................................................................... 16

MANAGEMENT OF THE INSTRUMENTS AND EQUIPMENT .................................................................... 17

REGULATION OF THE IT SYSTEMS ................................................................................................... 17

5.1.10. THE SECURITY OF THE IT SYSTEMS .................................................................................................. 17

Relations with the beneficiaries of the disbursements ................................................................... 18

THE SOCIAL CONTEXT ................................................................................................................... 18

THE RELATIONS WITH THE BENEFICIARIES ......................................................................................... 18

THE INFORMATION POLICY ............................................................................................................ 19

EFFECTIVE AND TRANSPARENT COMMUNICATION ............................................................................. 19

SAFEGUARDING OF THE TRANSPARENCY AND CONTROL OF THE DISBURSEMENT ACTIVITIES ..................... 20

Relations with the media ................................................................................................................. 20

Relations with suppliers and partners ............................................................................................. 20

SUPERVISORY AUTHORITY ............................................................................................................. 21

INSTITUTIONAL RELATIONS ............................................................................................................ 21

INTEGRITY AND INDEPENDENCE IN RELATIONS .................................................................................. 21

BENEFITS AND GIFTS ..................................................................................................................... 22

BUSINESS NEGOTIATIONS .............................................................................................................. 22

FUNDING, CONTRIBUTIONS AND GRANTS ........................................................................................ 22

PARTICIPATION IN LEGAL PROCEEDINGS .......................................................................................... 23

COLLABORATION WITH THE AUTHORITIES IN THE CASE OF INVESTIGATION ............................................ 23

Ente Cassa di Risparmio di Firenze Code of Ethics

Relations with the Board of Auditors .............................................................................................. 24

Relations with political and trade union organisations ................................................................... 24

DRAFTING OF ACCOUNTS AND CORPORATE DOCUMENTS .................................................................... 24

METHODS OF IMPLEMENTATION OF THE CODE OF ETHICS, CONTROL AND SANCTIONS ...................... 25

The Supervisory Board .................................................................................................................... 25

Communication and Training .......................................................................................................... 26

Obligations to inform the Supervisory Board .................................................................................. 27

Amendments and updates of the Code of Ethics ............................................................................ 27

MANAGEMENT OF INFORMATION .......................................................................................................... 28

Confidential and insider information .............................................................................................. 28

Personal data processing ................................................................................................................. 28

Ente Cassa di Risparmio di Firenze Code of Ethics

Ente Cassa di Risparmio di Firenze Code of Ethics

THE REASONS AND PURPOSES OF THE CODE OF ETHICS

Ente Cassa di Risparmio di Firenze Code of Ethics

WHO THE CODE OF ETHICS APPLIES TO

Ente Cassa di Risparmio di Firenze Code of Ethics

REFERENCE ETHICAL PRINCIPLES