1.11 THE FIGHT AGAINST CORRUPTION

1.11 THE FIGHT

AGAINST CORRUPTION

The Maire Tecnimont Group has always been committed to fighting corruption, preventing the risks of illegal practices, and to creating and disseminating a culture of integrity and transparency.

The Maire Tecnimont Group companies, which operate in more than 45 countries and work with stakeholders of various nationalities, are subject to a variety of regulations and jurisdictions. The Maire Tecnimont Group recognizes the primary importance of conducting its business in compliance with the law and with loyalty, transparency and fairness in all parts of the world, with all the stakeholders with whom it operates.

By adopting a well-structured system of rules and controls, the Maire Tecnimont Group disseminates and promotes its values, ethics and rules of conduct in line with the requirements established by the applicable regulations and best practices, in order to prevent any form of corruption towards public officials or private entities.

In 2006 Maire Tecnimont adopted a Group Code of Ethics and its own 231 Model, which are constantly updated to reflect changes in the law or any organizational and corporate developments. In 2019, Maire Tecnimont’s Board of Directors approved the latest revision of the Group Code of Ethics, and in 2020 started the process of updating the 231 Model and of preparing a Group Anti-Corruption Policy, whose adoption is expected in 2021. The policy is structured according to the international guidelines and the ISO 37001 standard. The adoption and implementation of the Group’s Code of Ethics and the Anti-Corruption Policy are mandatory for all the companies directly and indirectly controlled by Maire Tecnimont, in Italy and abroad.

The Group’s Code of Ethics and 231 Model are consistent with the tenth

principle of the Global Compact, which repudiates corruption “in all its forms, including extortion and bribery” and clearly outlines which behaviours are permitted and which are prohibited. In particular:

practices aimed at promoting and/ or facilitating and/or putting in place any behaviour, active or passive, from which an illegitimate or unlawful benefit derives or may derive in favour of an individual and/or third parties and/or the Maire Tecnimont Group are not allowed;

it is expressly forbidden to exploit existing relations with persons in the role of public official or persons in charge of a public service for the purpose of illegal mediation, or to promise, offer or provide money or other benefits (gifts, donations, sponsorships, promises of employment, etc.), directly or through a third party, to a public official or a private individual, or to an individual indicated by a public official, or to directly or indirectly authorize anyone to carry out such activities in order to unduly promote or favour the interests of the Maire Tecnimont Group or breach the applicable laws.

financial contributions to political parties or to associations and entities directly connected to political parties are allowed only if permitted by law, and only if expressly authorized by the competent corporate bodies.

The Group’s Code of Ethics and 231 Model are an integral part of a broader system of controls designed to standardize and make consistent the conduct of individuals within the Maire Tecnimont Group. This system is made up of policies, company regulations, standards, procedures and work instructions aimed at enabling the identification, measurement, management and monitoring of the main risks. The document system is easily accessible on the Group’s website and intranet.

In order to strengthen the dissemination and knowledge of the Maire Tecnimont Group’s principles and rules of conduct, the Group Corporate Affairs, Governance & Compliance function, in collaboration with the Group Development & Compensation function, assists in drawing up and implementing a training plan for internal and external personnel. The plan covers the 231/2001 Decree, the 231 Model, the Group Code of Ethics and other related areas of interest for all Maire Tecnimont Group companies. It is vital that all internal and

external Maire Tecnimont personnel are extensively informed of and trained on the importance of legal compliance and the 231 Model, so that they clearly understand the different risks and preventive measures.

From 2021, after the adoption of the Anti-Corruption Policy, this training plan will be integrated with e-learning modules so that the main features of the Group Anti-Corruption Policy can be presented to all Maire Tecnimont Group employees, who will then have additional tools to continue their work in compliance with the Maire Tecnimont Group rules and the national and international anti-corruption laws.

To spread knowledge of the Maire Tecnimont Group’s ethical principles, in the context of business relations all third parties are required to comply with the applicable laws, including anti-corruption laws and the Group’s ethical principles.

The system of internal controls and the compliance with the anti-corruption principles and rules adopted by the Group are examined and assessed by the Maire Tecnimont Internal Audit function and by the Supervisory Bodies, where appointed, on the basis of their audit plans.

TAX GOVERNANCE

In the Maire Tecnimont organizational model, the Fiscal Affairs department is in charge of developing and implementing the Tax Strategy, and for identifying, analyzing and managing the various optimization initiatives, for monitoring the main tax issues and for providing support to the functions and Business Lines. In addition to the Holding function, the Fiscal Affairs offices in the various countries are responsible for managing tax compliance and for monitoring activities at local level, in accordance with the guidelines and policies defined by the Holding function. As well as the tax strategy, there are specific organizational documents at both global and local level concerning the processes of Tax Compliance, Tax Planning, Tax Monitoring and Transfer Pricing. Finally, please note:

Management and monitoring of tax risks: tax risks are assessed as part of the Maire Tecnimont Group’s Enterprise Risk Management process. The Maire Tecnimont Group companies must comply with the principle of legality, by promptly applying the tax laws of the countries in which the Group operates, in order to ensure that the spirit and purpose that the law or regulation envisages for the matter being interpreted is observed. In cases where tax legislation is not sufficiently clear or unambiguous, the competent tax department will follow a reasonable interpretation of the law, on the basis of the principles of legality, taking internal advice from the Maire Tecnimont Group’s tax department or from external advisors where appropriate. The Maire Tecnimont Group adheres to the provisions of transfer pricing documentation, in compliance with the OECD Transfer Pricing Guidelines. Intragroup transactions are regulated, for tax purposes, on the basis of the arm’s length principle, so that transfer prices and conditions are aligned as far as possible with the place of creation.

Mechanisms for reporting concerns about unethical or illegal behaviour in tax matters: the reporting mechanisms and procedures adopted by the Maire Tecnimont Group also cover any critical issues relating to unethical or illegal conduct in tax matters.

Verification of the information included in the Country-by-Country Report (which collates data on aggregate sales, profits and tax data from the jurisdictions in which the Group conducts business): the information, which is prepared with the support of the Maire Tecnimont Group’s foreign subsidiaries and leading tax and law firms, is not subject to third-party verification.

Approach to managing relations with tax authorities: the approach to managing relations with the tax authorities reflects the indications and provisions of the Code of Ethics and the Organization, Management and Control Model adopted by the Group pursuant to Italian Legislative Decree 231/2001.

ISO 9001 CERTIFICATION

During 2020, the major operational companies of Maire Tecnimont Group maintained their respective Quality Management System compliance certifications in accordance with ISO 9001:2015 “Quality Management Systems – Requirements”, while the certification of the subsidiary NextChem is scheduled for next July. The Maire Tecnimont Group companies operating in the Oil&Gas sector are also certified according to the ISO/TS 29001:2010 standard “Petroleum, petrochemical and natural gas industries – Sector-specific quality management system – Requirements for product and services supply organizations”.