Introduction

The Enel Group Code of Ethics, adopted by Gridspertise through the Decision of the Sole Director dated July 7, 2021, expresses the ethical commitments and responsibilities fulfilled in the performance of business activities and corporate operations by the staff members of all the companies of the Enel Group, meaning both the executives and the employees, in every sense of the term, of these enterprises.

Gridspertise aims to maintain and develop a relationship of trust with its stakeholders, meaning those categories of individuals, groups, or institutions that play a role in accomplishing Gridspertise's mission or have an interest in pursuing that mission.

Stakeholders are those who make investments tied to Gridspertise’s activities, meaning, first and foremost, the shareholders, followed by staff members, clients, suppliers, and business partners. In a broader sense, the term refers to all those individuals or groups, as well as the organizations or institutions that represent them, whose interests are directly or indirectly affected by Gridspertise’s activities: i.e., the local and national communities in which Gridspertise operates, as well as environmental groups, future generations, etc.

Unethical conduct

Unethical conduct in the performance of business activities compromises the relationship of trust between Gridspertise and its stakeholders.

Unethical behaviors that favor attitudes of hostility towards Gridspertise include attempts on the part of anyone, either an individual or an organization, to reap benefits from the contributions of others by exploiting positions of power.

The value of a good reputation and fiduciary duties

A good reputation is an essential intangible resource. A good reputation in external relations favors investments by shareholders, client loyalty, recruitment of the best human resources, supplier peace of mind, and reliability in the eyes of creditors. In terms of internal affairs, a good reputation makes it possible to take decisions and implement them without friction, organizing work activities without bureaucratic controls and an excessive use of authority.

Given that the Code of Ethics clearly states Gridspertise’s specific duties towards its stakeholders (fiduciary duties), it is proposed that observance of the code be used as the term of comparison for judging Gridspertise’s reputation.

The Code of Ethics consists of:

• the general principles governing relations with stakeholders, which determine, in an abstract manner, the values of reference for judging Gridspertise's activities;
• the criteria of conduct toward each category of stakeholder, which generate the specific guidelines and standards that Gridspertise staff members are required to follow in order to comply with the general principles and prevent the risk of unethical forms of behavior;
• the mechanisms of implementation, which form the system of controls designed to ensure the observance and continuous improvement of the Code of Ethics.

The value of reciprocity

Inherent in the Code of Ethics is an ideal of cooperation meant to work to the mutual advantage of the parties involved, in accordance with the role of each. With this in mind, Gridspertise requests that each stakeholder deal with the company according to principles and rules based on a similar idea of ethical conduct.

Validity and application of the code

The Code of Ethics applies to all the companies of the Enel Group, meaning that it is binding for the conduct of all the staff members of those companies. In addition, Enel requests that the conduct of all its associated or subsidiary enterprises, as well as its chief suppliers, comply with the general principles of the present code.

The Code of Ethics is valid both in Italy and abroad, albeit in accordance with the cultural, social, and economic differences in the various Countries where Gridspertise operates.

In fact, should the standards of environmental protection, social security, and work safety, as well as the economic and regulatory treatment of staff members, be lower in the Countries where Gridspertise operates than is normally the case in Italy, then Gridspertise shall undertake to guarantee an ongoing and appreciable improvement in the levels offered locally, in keeping with the principles of this Code.

Internal and external stakeholders, whether they are employees, clients, suppliers, community representatives, etc., may report here any violation or suspected violation by personnel belonging to the Group or its counterparts (this is also known as whistleblowing), including behaviors and practices that could be the cause of financial damage or prejudice for Gridspertise.

The Enel Group has adopted the United Nations "Protect, Respect, Remedy" approach in their Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises.

On 2013, Enel's Board of Directors has adopted a Human Rights Policy, updated in 2021, which reinforces and deepens the commitments already set forth in the Code of Ethics, the Zero Tolerance to Corruption Plan and the Organizational Models under legislative decree no. 213/2001.

The Policy is divided into 12 'Principles', subdivided into the two macro-themes 'Working Practices' and 'Community and Society', which highlight the correlation between human rights and environmental degradation and climate change, as well as the need for the measures adopted to mitigate their effects to also take into account their social impact. 

Enel Group, in addition to requiring its employees and the employees of its subsidiaries to observe these principles, promotes their observance in business relationships and the adherence to the same standards by contractors, suppliers and commercial and financial partners.

In addition, all the stakeholders, whether internal or external, may report any violation or suspected violation of the Policy using the channels indicated in the Policy.

Gridepertise has implemented the Policy and all the future updates shall be deemed to have been implemented, by virtue of the appropriate information activities, taking into account that the Policy will be subject to periodic review and constant monitoring and due diligence.

The Gridspertise Model, adopted for the first time through the Decision of the Sole Director dated July 7, 2021, is made up of a “General Part” and single “Special Parts” regarding the different kinds of crimes and administrative infractions that must be prevented.

Any breach or suspected non-compliance of Model 231/01 and/or any other pertinent information concerning its implementation should be pointed out to the Compliance Officer in writing at the following address:

Organismo di Vigilanza Gridspertise – c.o.

Funzione Audit Enel Grids

Via Dalmazia, 15 - 00198 – Roma

Or at the dedicated e-mail address: odv.gridspertise@enel.com

Enel Group has developed the Zero Tolerance on Corruption Plan, which has been adopted by Gridspertise through the Decision of the Sole Director dated July 7, 2021. It reaffirms the need to comply with the principles of honesty, transparency, and fairness in performing one's work, as well as setting out specific anti-corruption measures to be adopted in relationships with stakeholders: partners, subsidiaries, suppliers, advisors, and co-workers.

In drafting the ZTC Plan, the working group drew on the skills of Transparency International, incorporating its principles of transparency regarding bribery and facilitation payments, contributions and sponsorships, gifts and purchasing procedures.

The Enel Global Compliance Program (EGCP), addressed to the foreign companies of Enel Group and adopted by Gridspertise, integrates any local compliance program adopted by Enel subsidiaries in accordance with any applicable law on corporate criminal liability.

Inspired by the most relevant international regulations on this issue, it is designed as a tool to reinforce Enel’s commitment to the highest ethical, legal, and professional standards for enhancing and preserving the Group’s reputation.

The type of conducts considered significant under the Enel Global Compliance Program (as well as the related provision of standards of behavior and areas to be monitored in order to prevent committing crimes) is based on conducts that could be considered illicit in most of the Countries, such as bribery, crimes against public entities, accounting fraud, money laundering, health and safety crimes, environmental crimes, etc.

In July 29, 2021 Enel Group has adopted the Policy no. 1151, which specifies the procedures aimed at preventing Enel and its Employees, included those of Gridspertise, from engaging in business relationships/transactions prohibited under Sanctions Laws with any Sanctioned Person.

Sanctions refer to measures taken by the United Nations Security Council, the United States government, the EU and others to apply pressure on a government, entity, or person to comply with the objectives set by these sanctioning authorities without resorting to the use of force. Typically, Sanctions are adopted in response to violations of national or international law, standards or policy, such as engaging in wars, supporting terrorism, violating human rights etc.