Section I - Scope
EOS & Partners Srl is committed to following this Code of Ethics which is addressed to Financial Advisors who handle M&A transactions (“EOS & Partners srl”). In this context, EOS & Partners srl shall mean operators who professionally carry out financial assistance and negotiation activities for physical and/or legal entities involved in M&A transactions. Specifically, by M&A transactions we mean those concerning acquisitions, sales and/or mergers between groups, companies and/or business complexes. In order to carry out financial and negotiation assistance with relation to M&As in a professional manner, EOS & Partners Srl undertakes to meet the following characteristics:
a structure that is specifically dedicated to M&A;
an internal organisational model featuring a structure based on different decision-making and operational levels;
an internal organisational model featuring processes and/or procedures that are well-defined and shared;
a systematic approach to the market in the long run.
Section II - General Principles
EOS & Partners Srl conducts its professional business, subject to the regulations in force, with respect for the basic ethical principles of:
• honesty and fairness;
• absence of conflict of interest;
Section III - Client Relations
Art. 1 – Origin of the assignment
EOS & Partners srl undertakes to ensure that the purpose and objectives of the assignment and, more generally, the purpose of the transaction in which it is called upon to provide assistance, do not involve situations that go against the General Principles referred to in the previous section; and, if this is the case, the company shall turn down the assignment.
Art. 2 – Processing of information
In dealing with clients, EOS & Partners srl undertakes: to treat all information as classified and confidential, and use it only for the purposes of the specific assignment unless said information enters into the public domain; to ensure punctuality and transparency in the transfer of information collected or received by third parties; to communicate the information received or collected that is relevant to the transaction, and not to alter this information deliberately; to not disclose confidential information which they may have received while carrying out any other assignment and/or matter in connection with the provision of services for other subjects, which has not become public knowledge; to represent truthfully and faithfully all information received or collected in the course of the mandate.
Art. 3 – Execution of the assignment
In carrying out his assignment, EOS & Partners srl undertakes: to officially establish the mandate in writing, with clear evidence of the activities to be carried out for the operation; to use accepted approaches and technical methodologies recognised by common market practices; to highlight exhaustively the assumptions/hypotheses used in an evaluative manner for the purpose of determining the price or economic value or the evaluation of an offer received or made, and to point out that the results obtained are, in any case, the result of an autonomous and subjective assessment of the data; to communicate clearly and transparently, also highlighting the risks and critical issues related to the nature and subject matter of the assignment; to specify, depending on the nature of the assignment: the possible time-scale for the assignment (subject to the availability of information in accordance with the modalities laid down, as well as the actual alignment of all subjects involved in the operation); any critical issues related thereto; the type of operation or process to be followed.
Art. 4 – Working Team
In structuring the performance of the assignment, EOS & Partners srl undertakes:
• to use a team that is suitable, in terms of professionalism, competence and seniority, to the requirements of the assignment;
• to devote the resources and commitment necessary to the performance of the assignment, also on the basis of what has been agreed with the client.
Art. 5 – Conflict of interests
EOS & Partners srl acts in the exclusive interest of the client and undertakes: to only receive the mandate from only one of the Parties, except in special cases, when the Parties wish to jointly confer the mandate; to check for potential conflicts of interest before and during the course of the assignment, and to report them promptly to the customer if they are present and/or emerging, except as provided by law; to not engage in, or be the subject of, actions (which could also be interpreted as exceeding normal business and courtesy practices), aimed at receiving preferential treatment in the pursuit of any activity which may influence the independence of judgment and/or lead to any advantage.
Art. 6 – Fees
EOS & Partners srl sets out its remuneration scheme in accordance with market practice, undertaking to explain this as clearly as possible to the client, and basing the scheme on the specific content of the operation, the nature of the assignment, the commitment required, the risks and the value generated. Where there is a strong correlation between remuneration (or part thereof) and the timing/duration of the assignment, EOS & Partners srl undertakes to inform the client, with full transparency, of such a link.
Section IV - Relations with third parties
Art. 7 – Relations with counterparts
In dealing with counterparts, EOS & Partners srl undertakes: to treat all information as classified and confidential, and use it only for the purposes of the specific assignment, ensuring punctuality and transparency in passing on of said information; not to alter deliberately the information received; ensure that, as far as its competence extends, and on the basis of what was agreed with the client, all parties involved in the operation comply with the appropriate precautions in terms of confidentiality and privacy.
Art. 8 – Relations with other third parties
In dealings with other third parties, EOS & Partners srl undertakes: to ensure that confidential information acquired from clients and/or counterparts is not communicated to third parties outside the company; to not disclose, in any event, false or misleading news or information; to use prudent and moderate language, in order to avoid unjustified and/or inappropriate interpretation (by public opinion and/or third parties) on matters relating to its mandate.