Anti-Corruption Policy

Zero tolerance, no exceptions

Panta Ray works mainly for organisations in regulated and supervised sectors: banks, insurers, energy companies, large international groups. For them, every supplier becomes part of the value chain and, with it, of the risk perimeter. For us, integrity is not just a legal obligation: it is the foundation of our professional reputation and of our very ability to operate.

This Policy sets out the principles and rules through which we prevent and combat every form of corruption, active and passive, direct and indirect, towards public and private parties, in Italy and abroad.

1. Who it applies to

The Policy applies to all activities of PANTA RAY S.r.l. (the “Company”), in Italy and abroad, and to directors, employees, consultants and collaborators in any capacity, suppliers, business partners, agents and anyone acting in the name or on behalf of the Company.

2. References

• The offences of corruption, undue inducement to give or promise benefits and unlawful influence peddling under the Italian Criminal Code and any local or international law in the jurisdictions in which we operate.
• Italian Legislative Decree 231/2001 on the administrative liability of entities.
• The UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, compliance with which is required by the international reseller agreements we have signed.
• Italian Legislative Decree 24/2023 on the reporting of breaches.
• The principles of ISO 37001, adopted as a methodological reference and applied in proportion to the size of the Company.

3. Our principles

• Zero tolerance of every form of corruption, regardless of economic value.
• Traceability and documentation of every transaction.
• Transparency in relations with clients, suppliers, partners and Authorities.
• Segregation of duties, where organisationally possible.
• Controls proportionate to the size and structure of the Company.

4. What we never do

• Offer, promise, give, solicit or accept money or any other benefit to obtain or retain an undue advantage.
• Make facilitation payments, in any form or for any amount.
• Use third parties to carry out conduct that would be prohibited if carried out directly.
• Offer or accept gifts, hospitality or other benefits outside the rules set out in section 5.
• Hire or engage people recommended by public or private counterparties in order to obtain a favour.
• Set up hidden funds or make incomplete, inaccurate or misleading accounting entries.
• Promise or grant advantages in connection with tenders, awards, authorisations, inspections or audits.

5. Gifts, hospitality and entertainment expenses

Gifts and hospitality are permitted only if of modest value, in line with business custom, transparent, documented and such that they cannot reasonably be interpreted as an attempt to influence a decision. In practice:

• a single gift does not exceed 50 euros and the annual total per recipient does not exceed 200 euros;
• cash, securities, equivalent instruments and personal benefits are always prohibited, whether given or received;
• no gifts or hospitality are permitted towards public officials and persons in charge of a public service, except institutional items of symbolic value;
• any exception to the thresholds requires the prior written authorisation of senior management;
• all expenses are recorded in the accounts with the recipient and purpose.

6. Donations, sponsorships and political contributions

We do not make contributions, direct or indirect, to political parties, movements, committees, political or trade union organisations, or to their representatives or candidates.

Donations and sponsorships are permitted only to parties with a documented social, cultural or professional purpose, subject to authorisation by senior management and with traceable payment. They are excluded when the beneficiary is linked to a counterparty with which a negotiation, selection or audit activity is in progress.

7. Relations with Public Administration and Supervisory Authorities

Relations with the Public Administration, Supervisory Authorities and concession holders are handled only by expressly authorised people, with fairness, transparency and a spirit of cooperation. The information provided is complete, accurate and truthful, and written evidence of relevant exchanges is kept.

8. Third parties

We select suppliers, consultants and partners on the basis of competence, reliability, professional integrity and fair pricing. In proportion to the risk of the counterparty and the transaction, we carry out checks on their reliability and reputation, include clauses requiring compliance with this Policy in contracts and reserve the right to terminate the relationship in the event of a breach.

9. Conflicts of interest

Those who work for the Company avoid situations, even potential ones, of conflict between personal interests and the interests of the Company or its clients. They disclose them promptly in writing and abstain from the decisions concerned until the case has been assessed.

10. Accounting records and traceability

Every transaction is recorded completely, accurately and promptly, with supporting documentation. Unrecorded funds are not permitted. Payments are made by traceable means, to whoever provided the service and in the country where it was provided, except for justified and documented exceptions.

11. Responsibilities: proportionate governance

The Policy reports directly to senior management, which oversees its adoption, updating and dissemination, authorises the cases the Policy refers to it, handles reports and takes the resulting measures. Given the size of the Company, there is no separate compliance function: these activities are overseen directly by senior management, with the support of external professionals where necessary.

Employees, consultants and collaborators are required to know and comply with the Policy, to report any possible breach and to cooperate with investigations. Third parties respect its principles in their dealings with and on behalf of the Company.

12. How to report a breach

Anyone who becomes aware of a breach, even a suspected or attempted one, can report it using the contact details on the Contact page of pantaray.eu, writing “Confidential report” in the subject line. We also consider anonymous reports, provided they are sufficiently detailed.

13. Training and monitoring

Those who work with us receive information on this Policy at the start of the relationship and at every significant update, and take part in periodic awareness initiatives. We periodically check the adequacy and effective application of the Policy, with particular attention to entertainment expenses, donations, relations with third parties and non-recurring payments, and keep evidence of these checks.

14. Breaches and review

Failure to comply with the Policy may lead, depending on its seriousness and the nature of the relationship, to disciplinary measures for employees, termination of the contract for consultants, collaborators, suppliers and partners and, where applicable, legal action and reporting to the competent Authorities.

The Policy is reviewed at least once a year and updated in response to changes in the law, the organisation or the context.

This English version is provided for convenience. In the event of any discrepancy, the Italian version prevails.

Glossary

• Corruption: offering, promising, giving, accepting or soliciting, directly or through others, money or any other benefit to obtain or retain an undue advantage or to influence the conduct of the recipient.
• Public official: anyone exercising a public function or public service under Articles 357 and 358 of the Italian Criminal Code, including employees and representatives of public bodies, supervisory authorities, publicly owned companies and concession holders. The same applies to persons in charge of a public service.
• Facilitation payment: a payment of modest value to speed up or facilitate a routine activity to which one would be entitled anyway. It is prohibited without exception.
• Third party: any external party that has dealings with the Company or acts on its behalf: suppliers, consultants, business partners, agents and distributors.