C O D E OF E T H I C S

INDEX
RECIPIENTS OF THE CODE ....................................................................................................................... 4
APPLICATION AND COMPLIANCE WITH THE CODE OF ETHICS .................................................... 5
Sanctions.................................................................................................................................................... 5
A. General principles ...................................................................................................................................... 5
Lawfulness ................................................................................................................................................. 5
Conflicts of interest ................................................................................................................................... 5
Obligation of confidentiality ...................................................................................................................... 7
Bribery and illicit payments ....................................................................................................................... 7
Transparency and correctness of accounting records .............................................................................. 8
Selection and training ................................................................................................................................ 8
Competition ............................................................................................................................................... 8
Other illicit activities .................................................................................................................................. 9
B. Employees ............................................................................................................................................... 10
Integration of the employment contract ................................................................................................ 10
Protection of individual personality ........................................................................................................ 10
Employment of third country citizens ..................................................................................................... 10
Equal opportunities ................................................................................................................................. 10
C. External relationships .............................................................................................................................. 12
Customers ................................................................................................................................................ 12
Consultants, suppliers and business partners ......................................................................................... 12
Public Institutions .................................................................................................................................... 13
D. Workplace health and safety .................................................................................................................. 14
Obligations of Managers and Delegated Officers.................................................................................... 14
Obligations of workers ............................................................................................................................ 14
 FOREWORD
This document (hereinafter “Code of Ethics”) sets forth the rules, principles, ethical
values and standards of behaviour, shared over the years, underlying the business,
interests and goals of Azimut Benetti S.p.A. (the “Company”) and of subsidiary and
associated companies (collectively, with the Company, the “Group”).

Such principles and rules reflect the position of the Group, leader in the power boat
production sector. Such leadership has been acquired through constant pursuit of the
quality of its products and customer retention.

The Group intends to continue to pursue its goal of excellence by furnishing innovative
products and services such as to guarantee maximum customer satisfaction, with due
respect for the interests all those who do business with one or more Group companies,
on the basis of fair and correct employment practices and in full compliance with laws
and regulations applicable to its various areas of business.

To achieve this goal, the Board of Directors of the Company has approved this Code of
Ethics, intended to establish a set of rules of conduct and behaviour relevant for the
purpose of preventing perpetration of the offences set forth in Legislative Decree No. 231
of June 8, 2001 (“Decree 231”).

The Code of Ethics and its main contents are an integral part of the Organization,
Management and Control Model adopted by the Company within the meaning of Decree
231 (the “231 Model”) in order to prevent perpetration of the offences established
therein.

The Code of Ethics and any amendments thereto will be disseminated throughout the
Group and brought to the knowledge of all concerned. The Group will carry out periodic
inspections to verify compliance with the regulations set forth herein and may adopt fair
sanctions commensurate with the violations detected.

The Group welcomes and encourages constructive contributions regarding the contents
of the Code from employees and members of the Board of Directors.

The Group will take all the steps necessary to assure that the principles of the Code are
shared by all suppliers, consultants and any other party who maintains stable business
relationships with the Group.

The Group will not engage in or continue any relationship with anyone who expressly
refuses to abide by the principles of the Code.
Acting in the interest or to the benefit of the Group shall in no case justify behaviour not
in accordance with regulations and the rules of behaviour specified in this Code of
Ethics.
 RECIPIENTS OF THE CODE
The principles and contents of this Code of Ethics apply to:

1. employees (e.g. workers, clerical staff, middle managers and managers) of the
Group;

2. members of governing bodies of the Group;

3. self-employed workers who assume stable and/or continuative appointments at

the Group. At the time of their appointment, such workers shall undertake, in
writing and with all legal consequences, to comply with this Code of Ethics;

4. dealers, suppliers, agents, distributors, co-workers, contractors, consultants,

business partners;

5. all those who, regardless of the legal nature of their relationship with the Group,
operate in Italy and abroad under the direction or supervision of company top
management and/or in the name and on behalf of the Group

(hereinafter, collectively, the “Recipients”).

In the case of doubt concerning the obligation of compliance and the contents of one or
more rules of behaviour of this Code of Ethics and application thereof to a specific case,
according to the effective circumstances of the case, Recipients are required, without
any exception, to request explanations regarding the behaviour to be adopted directly
from the Human Resources Office or their direct superior or the Head of their company
function who will solicit the response of the Human Resources Department and notify
this.
 APPLICATION AND COMPLIANCE WITH THE CODE OF
ETHICS
The Group undertakes to disseminate the Code of Ethics to all Recipients and to adopt
suitable measures to verify compliance therewith.

Sanctions

Recipients are required to comply with and impose compliance with the provisions of the
Code of Ethics.

Compliance with the principles and values set forth in the Code of Ethics must be
considered an essential, integral aspect of the contractual obligations of employees and
co-workers also pursuant to art. 2104 of the Civil Code.

Violation and non-compliance with the provisions of the Code of Ethics by external staff
may constitute breach of their contractual obligations and also result in termination of
their employment contract and, in any case, compensation of damages.

In the case of violation and non-compliance with the provisions of the Code of Ethics, the
sanctions established by the 231 Model, adopted pursuant to Decree 231, will be applied.

A. General principles

Lawfulness

Recipients are required to act in accordance with the law and applicable Community
regulations and statutes and also with the principles of loyalty, integrity and transparency
and the provisions and principles set forth in the Code of Ethics, in the 231 Model and in
internal regulations and procedures.

Behaviour not in accordance with current legislation and the provisions of the Code of
Ethics will in no case be justified by the Group even if motivated by pursuit of an objective
and/or interest of the Group.

Conflicts of interest
All business decisions taken on behalf of the Group must be made in the best interest of
the Group. Therefore, Recipients must avoid any situation of possible conflict of interest
with regard in particular to personal or family considerations (for example, the existence
of a vested financial or commercial interest with suppliers, customers or competitors;
improper advantages deriving from their role within the Group; the ownership of or
trading in securities; etc.) that may affect their independence of judgement when deciding
what is in the Group’s best interest and the most appropriate manner to pursue this.
All Recipients shall inform their direct superior in writing or the Head of their corporate
function or, in the absence thereof, the legal representative of their company and in any
case the Human Resources Office of the same company or, in the absence thereof, of
the parent company, of any situation of potential conflict of interest. In particular, they
shall also notify any present or past relationships of a financial, business, professional,
family or social nature that may impair the impartiality of their dealings with third parties
or such as to reasonably give the impression of partiality or favour. In the case of conflict
of interest, Recipients are required, within the scope of their responsibilities, to adopt all
appropriate measures and solutions to avoid their abstention causing damage to the
Group (for example, replacement with another person not affected by a conflict of
interest).
Obligation of confidentiality

The expertise developed by the Group is a major asset that all Recipients are required
to safeguard.
Therefore, Recipients shall not, also after termination of their relationship with the Group,
disclose to third parties all and any confidential information of the Group and, generally,
all and any information regarding the Group that is not of public knowledge except insofar
as such disclosure is required by applicable legislation, or expressly envisaged by
specific contractual agreements.
No Recipient may issue statements or provide information concerning the Group unless
specifically delegated to this function, both generally or specially authorised, or required
by law.

Bribery and illicit payments

In all internal and external dealings, Recipients must comply with the highest standards
of integrity, honesty and fairness.

Recipients shall not directly or indirectly accept, solicit, offer or pay sums of money or
other perquisites (including gifts or gratuities, with the exception of commercial items
universally accepted in an international context) even if unlawful pressure has been
exerted.

The Group will not tolerate any kind of bribery to public officials or between private
parties in any form or manner, in any jurisdiction including those in which such activity
may be current practice or not legally prosecuted.
Therefore, Recipients are forbidden to promise or offer commercial handouts, gifts or
other perquisites that may be in breach of the law or regulations, in contrast with the
Code of Ethics or which, if rendered public, may cause prejudice to the Group, even if
only in terms of the image.

Recipients (and members of their families) are forbidden to accept handouts, gifts or
other benefits that may impair their independence of judgement. To such end, all
Recipients shall avoid situations where interests of a private nature may be in conflict
with those of the Group.

Prevention of Money Laundering

The Company will not tolerate any form of money laundering (i.e. the acceptance and
processing) of proceeds, goods or other benefits of criminal activities.
Transparency and correctness of accounting records

Recipients are required to guarantee compliance with applicable legislation and with the
principles of transparency, truthfulness, accuracy and completeness of accounting
records and of any other document disclosing information regarding the operating,
capital or financial situation the Group.

Recipients who carry out transactions involving sums of money or assets capable of
economic assessment must behave with maximum transparency, collecting and
preserving the documentation necessary for any subsequent control of a specific Group
operation or transaction.

In preparing financial statements, accounting records and other similar documents,

operating performance must be represented correctly, guaranteeing the completeness,
truthfulness and clarity of the information and data provided.

The Group will not tolerate any behaviour intended to alter the truthfulness of information
set forth in financial statements, reports and other company communications required by
law, or the omission of information which must be disclosed by law concerning the
operating, capital or financial situation of the Group.

Selection and training

In recruiting employees and consultants and selecting business partners, the Group
operates in a completely independent manner, taking into account the technical and
professional qualifications required for each specific appointment.

The Group promotes and invests in training and continuous update of employees,
dedicating particular attention to their professional growth requirements, with a view to
improving Group quality standards.

Competition

All Recipients of the Code of Ethics are required to inform their direct superior in writing
and the Head of their corporate function or, in the absence thereof, the legal
representative of their company and in any case the Human Resources Office of the
same company of any direct or indirect, financial or personal interest in the business of a
company in competition with one or more Group companies.
Recipients are also required to declare whether they carry out another working activity
outside the Group on a stable basis. For Members of the Board of Directors, such
obligation of notification exists only with regard to activities carried out for competitor
companies.

The Group will not tolerate any form of unfair competition and any behaviour such as to
infringe laws on competition.

Other illicit activities

All Recipients of the Code of Ethics shall behave in accordance with criteria of loyalty,
fairness and good faith and carry out their duties in compliance with the values and
principles set forth in this document.

The Group will not tolerate any form of criminal and/or mafia type association established
for the purpose of perpetrating illicit activities.

The Group also censures all and any form of illicit conduct connected to the use, in any
form, of computer or data transmission systems, including illegal access to computer or
data transmission systems, illegally holding or disclosing access codes to a computer or
data transmission system, damage to computer or data transmission systems, the
installation of appliances for the purpose of illegally intercepting, preventing or
interrupting computer or electronic communications.

The Group censures any possible form of disruption of the freedom of trade and industry
and also any form of fraud, counterfeiting and misappropriation of industrial property
rights. The Group also protects its own and third party intellectual property rights
including copyrights, patents and trademarks.
B. Employees

The Group acknowledges that the motivation and professional expertise of its
employees are a key factor of its success and, therefore, recognises the importance of
respect of the individual, guaranteeing equal treatment and excluding any form of
discrimination.

The Group requires all employees to behave in accordance with the ethical principles of
lawfulness, honesty, transparency and ethical and professional integrity.

Integration of the employment contract

The rules set forth in this Code of Ethics integrate the obligations ensuing from the
employment relationship and specifically establish the obligation of loyalty within the
meaning of art. 2105 of the Civil Code, whereby breach of such obligations will
jeopardise the fiduciary relationship, with all legal and contractual consequences on the
employment relationship and also on the delegation of powers to Members of the Board
of Directors.

Protection of individual personality

The Group censures all and any behaviour intended to exploit or reduce any individual in
a state of subjection, acknowledging the primary importance of the protection of minors
and the repression of any form of exploitation of child labour.

Employment of third country citizens

In the case of third country citizens, the Group makes a preliminary check on the validity
of the worker's residence permit, an essential requirement to establish the employment
relationship.

Equal opportunities

The Group is committed to providing all employees with equal opportunities in

employment, appointment and advancement.

The Head of the competent function shall ensure that, in all aspects of the employment
relationship such as recruitment, training, compensation, promotion, transfer and
termination, employees are treated according to their ability to meet job requirements,
avoiding and censuring any form of discrimination, in particular, discrimination based on
race, sex, age, nationality, religion and personal beliefs.
Working environment
Employees shall take all the steps necessary to maintain a decorous working
environment in which the dignity of each person is respected.

In particular, all Group employees:

- shall not work while under the influence of alcohol or drugs;

- shall not smoke at the workplace (except in areas where this is permitted);

- shall avoid any type of behaviour such as to create an intimidating or offensive

climate towards colleagues or subordinates for the purpose of ostracizing or
discrediting them at the workplace.

It is suggested that Group employees maintain an appropriate business-like professional

appearance both at and outside the company according their position and professional
commitments, also considering the intrinsically luxury value of the Group’s products.

Company Assets
Employees are required to use company assets and resources to which they have
access or which are in their care in an efficient manner and in such a way as to
safeguard their value.
Any use of such assets and resources contrary to the interests of the Group or for
professional reasons extraneous to their employment relationship with the Group is
forbidden.
C. External relationships

Recipients are required to conduct and develop their relationships with all stakeholders,
acting in good faith, with loyalty, fairness, transparency and with due respect for the
Group’s core values.

Customers

The Group is committed to pursuing complete satisfaction of customers’ expectations by

providing a fair and honest service.

Recipients are, therefore, required to develop and maintain profitable, long-lasting

relationships with customers; offering security, assistance, quality and value.

Recipients shall avoid any type of unfair discrimination in negotiations with customers
and shall not make improper use of their bargaining power to the disadvantage of any
customer.

No Recipient shall promise or pay sums of money or benefits in kind of whatsoever

amount or value to any customer with a view to promoting or acting in favour of one or
more Group companies, with the exception of small gifts according to normal commercial
practice or courtesy (promotional handouts or for yearly celebrations or invitations to
conferences or boat shows or meetings for presentations or best wishes, etc.).

Consultants, suppliers and business partners

The Group promotes establishment of relationships inspired by the principles of fairness

and good faith and compliance with the principles and values set forth in this Code of
Ethics. Correct selection of Group suppliers, consultants and business partners is an
essential factor in guaranteeing end customer satisfaction.

Before establishing any type of business relationship, Recipients are required to verify
available information regarding suppliers, consultants and business partners in order to
ascertain their reliability and that they are involved in a legitimate business.

The selection process is inspired by the principles of transparency, fairness, impartiality,

continuity, loyalty and professional competence. Suppliers, consultants and business
partners must be selected only according to the quality, innovation, costs and services
proposed. In addition to such criteria, selection must be based on the values set forth in
the Code of Ethics, giving preference to those who accept and share its contents.
Public Institutions

Relationships with Public Institutions (e.g. port authorities, maritime authorities, local
authorities, public regulatory authorities, public officials, providers of public services,
directors and officers who act on behalf of Public Institutions) must be managed only by
the specifically delegated functions and employees and must be conducted in
accordance with the law and in compliance with the principles of transparency, fairness,
loyalty and truthfulness, and inspired by Company values.

The Group guarantees the accuracy and truthfulness of information and documentation
furnished to Public Institutions for the purpose of obtaining contributions, subsidies or
authorisations and also utilisation thereof for the purposes for which they have been
requested.
 D. Workplace health and safety

All those who work for the Group are required to comply with applicable workplace and
health and safety regulations.

The Group considers workplace health and safety to be an essential value and a primary
asset, to be protected and safeguarded.
An internal workplace health and safety policy has been defined based on principles that,
similarly to those set forth in the Code of Ethics, must be known to and respected also by
third parties who, for any reason, maintain relationships with the Group and all
employees are responsible for promoting compliance with and respect of such policy.
These principles comprise:
 an irrevocable commitment to compliance with applicable workplace health and safety
regulations;
 the inclusion of workplace health and safety and related results as an integral party of
company management;
 involvement of the entire company organization, each with specific roles and functions, in
responsibility for the management of workplace health and safety;
 commitment of the entire company structure to continuous improvement and the prevention
of workplace health and safety risks.

Obligations of Managers and Delegated Officers

Managers and Delegated Officers are required to guarantee maintenance of the

prevention and protection measures adopted, as established by art. 18 and 19 of
Legislative Decree No. 81 of April 9, 2008, actively contributing to pursuing the objectives
of protection of workplace health and safety through constant, active oversight in
accordance with Company regulations.

Such persons also disseminate the principles set forth in the Code of Ethics and promote
technical and management initiatives to improve the working environment.

Obligations of workers
The Group imposes compliance by workers with the obligations set forth in art. 20 of
Legislative Decree No. 81 of April 9, 2008 and therefore requires that “all workers take
care of their own health and safety and that of other persons present in the workplace
affected by the effects of their actions or omissions according to the training, instructions
and means provided by the employer.”
Each worker is required to comply with the regulations and instructions furnished by the
employer, managers and delegated officers, promptly reporting any irregularities or
situations that endanger their safety. Workers also undertake to use machinery,
equipment, means of transport and generally working equipment in an appropriate
manner and according to instructions received.

All Group employees and delegated officers shall use their best endeavours to avoid
exposing other employees to unnecessary risks such as to endanger their health or
physical safety taking steps, within the limits of their responsibilities and possibilities, in
urgent cases, to eliminate or reduce such deficiencies or hazards.
 E. Environment
The Group recognises the environment as a value that contributes to satisfying one of
the primary requirements of single citizens and of the entire community and which is
protected first and foremost through sustainable industrial development based on the
management of production cycles according to advanced environmental protection
criteria.

The Group dedicates maximum attention to protection of the environment, carrying out
all its activities in accordance with applicable regulations and taking steps to reduce
pollution and to restrict environmental impact to a minimum.

In particular, the Group applies the following fundamental environment protection

principles:

 rational use of energy sources;

 prior assessment of the environmental impact of the new raw and ancillary materials;
 control and, where possible, reduction of production process emissions into the
atmosphere;
 efficient management of waste and, where possible, reduction of the quantity and
hazardous nature of waste generated;
 promotion of the development of new production technologies that permit
economically-sustainable reduction of environmental impacted;
 promotion of research into technical innovations able to improve product
environmental performance.

In accordance with such principles, the Group is committed to disseminating and

consolidating a culture of protection and respect for the environment amongst all
employees and co-workers.