RESPONSIBLE BUSINESS MANAGEMENT

The Risk Control Model And Compliance

The control model exercised in Comer Industries makes use of a number of tools integrated into the corporate management model. The tools are intended to implement action to prevent and mitigate the risks of actions that conflict with the Company's ethical principles, procedures, and compliance obligations. They also aim to spread a corporate culture based on integrity, ethical conduct, and corporate responsibility, as well as compliance with laws.

The Code of Ethics - The Code of Ethics and Conduct (Code of Ethics) is the foundation of the control model and underscores the principles underlying all Company activities: integrity, transparency, respect, legality, and confidentiality. The Code of Ethics also defines the standards of conduct to be observed by all collaborators and prohibited behavior, with particular reference to areas where there is a potential risk of committing a crime. It was updated in 2021 in order to make the model of rules and the principles of conduct consistent with the regulations and with the most advanced standards of reference. The Code of Ethics applies to all Companies of the Group, consistent with the laws and regulations in force in each country, and is available on the website Comer Industries | Governance | Code of Ethics

The Organization and Management Model pursuant to Leg. Decree 231/2001 - The Organization and Management Model (231 Model), which includes the Code of Ethics as an integral part, defines the rules and measures adopted to prevent behaviors that may represent offense pursuant to Leg. Decree 231/2001 and spreading the culture of legality and awareness in all those who operate on behalf and in the interest of the Company.

The governance structure envisages separate 231 Models for the three Italian Companies. The 231 Model is made up of a General Part and several Special Parts, drawn up in relation to the types of offenses whose commission is abstractly conceivable due to the activities carried out by Companies. The 231 Models underwent several updates during 2021 and 2022 to implement regulatory developments and new requirements.

Anti-Corruption policy - With the aim of preventing conduct that deviates from ethical principles and laws on anti-corruption in all countries it operates in, the Company has adopted a system of codes that are an integral part of the 231 Model.

In this regard, the risk assessment 12 of sensitive processes within the Group was consolidated in 2022, based on the Global Compact guidelines. The objective is to shed light on the main risk areas requiring preventive rules and training.

During 2022, as in previous years, there were no episodes of corruption ascertained or reported to the Supervisory Body that involved employees or directors of Comer Industries.

Company procedures - Other elements of the control system include the procedures governing operations in compliance with the principles of transparency and truthfulness and applicable European or national regulations. Relevant guidelines, defined and approved by the Board of Directors, have been formalized in the Procedure for related party transactions, the Procedure for internal dealing,  13 and the Procedure for handling inside information

During the reporting year, no incidents occurred and no proceedings or legal action were initiated against the Company regarding violations of free competition, monopolistic practices, antitrust.

The 231 Model, Anti-Corruption Policies and Corporate Procedures can be found at Comer Industries | Governance | Corporate Procedures

Supervisory Body – Or SB, is the body appointed by the BoD, responsible for the respect, efficient and effective application of the 231 Model and for its updating. The Body has a board structure that includes at least one external member and one internal member, in compliance with the requirements of independence, autonomy, and professionalism. In addition to periodic checking, inspections and information flow analysis, the SB prepares every six months specific reports about performed activities and their results.

Compliance Management and Auditing – For the Company, the culture of integrity and compliance is a key factor for solid and lasting success. With the belief that compliance is not just an obligation to be met but an opportunity to create sustainable value, compliance management has been fully integrated into the corporate culture and organizational models. An effective management system enables proactive governance of compliance and deadlines related to mandatory and contractual requirements, applicable regulations, and organizational standards. In addition to reducing sanction and business continuity risks, the measures taken enable transparent evidence of compliance – and thus good corporate governance – to all stakeholders.

To this end, Comer Industries has developed management models that also use digital tools modeled on its processes. The goal is to analyze compliance obligations to anticipate critical issues, monitor compliance execution, and evaluate performance. In fact, the Company employs a system for monitoring compliance with the requirements required by all applicable laws and regulations regarding the environment and safety in the workplace, with particular reference to the provisions contained in Legislative Decree 152/2006 (Consolidating Act on the Environment) and Legislative Decree 81/2008 (Consolidating Act on the Safety at Work).

These tools also allow for the incorporation of new and updated developments in the applicable regulatory framework. The Company also uses qualified sources and newsletters with updates on other compliance issues (privacy, 231 model, product regulations).

Performance monitoring and compliance verification are enhanced by an articulated auditing system coordinated by the Quality, Sustainability & Lean Development department, with periodic activities that cover all sites and business processes in the respective areas of compliance (quality, environment, health and safety, privacy, 231 Model predicate offenses).

During FY2022 there were no significant instances of noncompliance with laws or regulations or events that resulted in sanctions.

As of the date of this writing, there have been no substantiated complaints regarding breaches of customer privacy and loss of customer data.

Whistleblowing – As required by Article 2 of Law 179/2017, and in keeping with the requirements of European Directive 2019/1937 on whistleblowing, communication channels are available to report actions or conduct in conflict with the Company's Code of Ethics, policies, procedures, or legal requirements, preserving the whistleblower's data protection rights.