Franklin Philosophy

The atmosphere in which we work and the reputation of Franklin law firm (the “Firm”) are, along with our professional experience, our most valuable assets.

In this context, our ethics, humanity and benevolence in our working relationships are essential elements to which we attach the utmost importance.

It is not enough to be a good professional to find a place in our firm. It is necessary to demonstrate and share our core essential values which are a condition for Franklin to not be only a competent and respected firm, but also an exemplary one in which it is good to live and work.

Guiding Principles

The Franklin’s code of business conduct is intended to help everyone in the firm (partners, associates, trainees and employees) to act in accordance with the applicable laws, rules and regulations, but also and beyond that, in accordance with the policies and standards set by the Firm. In addition, the practical aspects of doing business at Franklin, such as communication, timesheets, permits and leaves, etc., are covered in a specifically dedicated appendix.

The present code is applicable to everyone who works at Franklin, including suppliers and service providers when they are in our premises and for all principles that may apply to them in this context.

If any issue relating to the application of these rules and principles may occur, do not hesitate to contact our contact person and/or deputy identified on the last page (the “Referees”).

Our Essential Values

We respect the law.

We are a law firm. We have a personal and professional obligation to know the law, to apply it and to respect it.

We are responsible for our actions.

We are responsible for what we do and what we don’t do, for the quality of our advice and provided services, and for the integrity of our decisions and actions.

We take our professional responsibilities very seriously.

As a law firm, it is our duty to understand and comply with the ethical standards set by the courts, the bar and the professional associations to which we belong.

We treat everyone with honesty and dignity.

At Franklin there’s no place for prejudices, discrimination or abusive behaviors.

We are honest.

We cultivate and maintain honest relationships with our clients, suppliers, competitors, and among ourselves. We do not indulge any form of bribery or allow any third party to engage in such activities on our behalf.

We protect the information entrusted to us.

Sensitive and confidential information is entrusted to us. We must maintain its confidentiality, both through discretion and by using our technology to protect it in accordance with established internal policies. We absolutely do not engage in insider trading practices or share confidential information.

We are truthful and transparent.

We are committed to our words. We are honest throughout our business dealing processes with our clients, with each other and with everyone we work with. We record our work and time faithfully and with integrity. We invoice in accordance with applicable agreements.

We act responsibly.

As responsible corporate individuals, we are committed to using resources in a respectful manner.

Making the right choices, taking the right decisions and behaving well

1. Members of the Firm

Diversity and Inclusion

We are committed to cultivate a respectful and rich environment that encourages the idea of diversity. By doing so, we promote and encourage diverse people to grow personally and professionally as contributors to the Firm’s success. We do not permit or tolerate any form of discrimination within our Firm, including discrimination based on race, color, creed, religion, nationality, ethnicity or origin, age, gender, identity, sexual orientation, marital status or pregnancy.

This applies with respect to decisions regarding hiring processes of new members, assignments, compensation, training, promotions and decisions to terminate any professional collaboration or employment contract.

Harassment

Harassment, whether of moral or sexual nature, and sexist behavior are not, under any circumstances, tolerated within the Firm. This applies whether or not the person harassed or the harasser is a member of the Firm (client, contractor or other), whether it occurs within the Firm or outside, including through social networks.

Inappropriate or Abusive Behavior

We do not tolerate inappropriate or abusive behavior such as verbal abuse, bullying, attempts to intimidate, derogatory comments about physical appearance or unwanted physical contact.

Healthy and Safe Working Environment

At Franklin we are committed to ensuring a safe and healthy working environment. Unsafe, abusive, violent behaviors or the threat of a similar behavior are strictly prohibited and will not be tolerated in any way. This means in particular that:

• we strictly prohibit the sale, possession, distribution or use of illegal substances and the misuse of prescription medications in our workplace;
• working under the influence of drugs, alcohol or any other substance that impairs the ability to work safely and effectively is prohibited;
• weapons (in particular but not only firearms) are not permitted on our premises.

2 – Clients

Uncompromising Quality

Our reputation is built on the quality of our lawyers, advice and services. This means that partners (and where appropriate also associates) must assign each task to the right person, give clear and appropriate instructions, and duly supervise them in order to ensure that they are accomplished in the most suitable way.

Sharing Knowledge

The multiple knowledge we share within the Firm are as important as our individual knowledge. Clients expect us to use shared and collective know-how in the conduct of our business doing.

Know-how is a precious asset for the Firm. Each lawyer is expected to share its knowledge, either directly upon request for advice or assistance, or indirectly by using Franklin’s knowledge management systems and processes, in compliance with the Firm’s operating rules, including the principles of specialization of the various teams. Partners should further be able to draw on the knowledge of other firms when faced issues go beyond their experience and personal capabilities.

Time Recording and Billing

We have a professional duty and contractual obligation to provide our clients with true, fair, and accurate reports on the work we do and, if requested, on the time we spend on their matters.

Corporate Entertainment and Gifts

Our Firm’s principles encourage us to get to know our clients personally. Nevertheless, we always have to bear in mind that client relationships are considered as business relationships and certain boundaries certainly must not be crossed.

We must therefore be particularly careful not to offer, give, ask or accept gifts, entertainment or any other similar benefits or performances in view of obtaining, retaining business or otherwise to unduly influence the client’s business decision or activities, or our own behavior.

Corporate gifts are not to be considered as bribery, if:

• they have to be deemed as of appropriate value and comply with applicable laws;
• they comply with the recipient’s related policies; and
• they are duly approved and declared as such to the Firm.

Investments in Client Companies

It is strictly prohibited for partners, associates and employees to invest in a client’s business, subsidiary or any affiliate related business (except through shares or securities of a publicly traded company if certain conditions are met) without informing and obtaining the prior consent of the Firm.

Money Laundering Prevention

We are committed not to participate in, or assist clients to participate in, any form of money laundering activities.

If any member of the Firm believes or suspects that a client, supplier or any third party connected with the Firm is involved in money laundering activities, this has to be promptly reported to a Partner or to one of the Referees.

Insider Trading

It is a violation of Franklin’s policy, ethical obligations and the Law to engage in insider trading practices. Partners, associates and employees are prohibited from using any “material” and “non-public” information acquired through any other within the Firm, through contact with clients or any related third party we work with when dealing business with clients, suppliers or business partners, for the purpose of buying or selling securities (stocks, bonds, options, etc.).

Information has to be considered as “material” if a reasonable investor would consider it as relevant throughout the decision-making process of buying, selling or holding a stock or other securities. “Non-public” information has to be referred as information that is not yet disclosed or assimilated by the general public. Examples of potentially material non-public information may include:

• unreleased sales figures;
• ongoing mergers or acquisition processes;
• earnings estimates;
• corporate disputes that could impact business operations;
• the launch of a new product or service; and
• changes in key personnel positions.

Our policy also prohibits “tipping”, i.e., the disclosure of material non-public information to a third party for the purpose of trading securities on the basis of the provided information.

3 – Third Party Relationships

Avoiding Conflicts of Interest

At Franklin we must avoid any form of investment, interest or association that may interfere with the independent exercise of our own individual judgment and the performance of our individual duties, in the best interests of the Firm and its clients.

With regard to suppliers, we do not accept any form of gift or entertainment (except minor ones) and do not leverage supplier relationships on the purpose of personal benefits.

We will not conduct business on behalf of the Firm with any member of our household and have no financial interest in any company that does business with the Firm, unless the transaction is duly reported and approved by the Firm.

Compliance with Anti-Corruption Laws

At Franklin we are committed to comply with anti-corruption laws. These laws are applicable in respect to our relationships with public authorities and officials, as well as to our business dealing practices with clients, suppliers and with third parties acting on our behalf.

4 – Privacy and Confidentiality

Protection of Confidential Information

As lawyers, we have access to sensitive confidential information. Our clients’ trust in us is primarily based on their confidence that we can and will maintain the confidentiality nature of the information provided to us.

It is therefore our responsibility to protect and preserve the confidentiality nature of client and Franklin information, except where its disclosure is specifically approved by the Firm, duly authorized under the rules of professional responsibility to which we are subject or required by applicable law. This includes, unrestrictedly, the following:

• we are expected to be familiar with and act under the Firm’s security measures and internal control procedures regarding the use of the Franklin’s network, systems, applications, and equipment;
• we are expected to be cautious when discussing about sensitive information on the cell phone or in public places (e.g., lifts, airports, restaurants, trains, buses and planes, toilets, etc.);
• we are expected to be careful not to leave documents containing sensitive information where an unauthorized person might be able to read them, including unattended desks or copy machines. Similarly, we must be careful when using our laptops or portables for business purposes in public places (e.g., transport, cafes, or restaurants, etc.).

Personal Information

At Franklin we are committed to manage the security and confidentiality aspects of the personal information entrusted to us by our clients, employees, collaborators, suppliers and partners.

Franklin’s attached Privacy Notice transparently explains what personal information may be collected from our clients, the related process of doing so, for which purposes, with whom it is possible to share it in the course of ordinary business, for how long we will be able to storage it and what rights our clients have upon provided information.

Franklin’s Privacy Notice may be subject to regular updates. These updates must be duly notified to all our clients in accordance with the Firm’s internal regulation.

In addition, information notices relating to the processing of data of employees, partners, associates, business partners and suppliers of the Firm, as well as internal policies allow to ensure the Firm’s practical compliance and are further integrated in the attached documentation.

In order to be able to apply this set of rules as a Firm, and as individuals, we are required to:

• understand and comply with privacy laws and regulations that may be applicable to any personal data;
• collect and use personal data only for appropriate business purposes and strictly comply with established corporate privacy notices and internal procedures;
• limit access to personal data to individuals who explicitly need it for business purposes;
• use specific care to prevent unauthorized access in processing personal data or accidental loss of personal data;
• promptly notify a partner or one of the Referees if we become aware of any unauthorized access, acquisition, disclosure, use or processing of personal data we possess.

5 – Technology and Communications

Using Franklin’s Information Systems

Corporate information systems may be solely used in accordance with legal and regulatory provisions, including the requirements set by the Bar Association. Particular compliance to this set of rules must apply when corporate information systems are used by members of the Firm for purposes that may exceed the scope of ordinary business boing.

If a member of the Firm has been provided with a computer, cell phone or other portable technology, he/she is required to be used appropriately. Conformity to this rule has to be applied also outside the boundaries of normal working hours and when travelling.

Using Social Media

Franklin does not restrict access to social media sites as a policy matter. However, we have substantial legal and ethical responsibilities that we must respect when using social media. These include our obligations to protect the privacy, confidentiality, interests of the Firm and its clients, and not to use such media in a way that may be considerable as inappropriate.

In this respect, no communication on social media on the Firm’s behalf or communication leaving doubts as to the fact that it would be made in the Firm’s name, may take place without the prior and explicit consent of the Firm.

It is therefore strictly prohibited to engage in any discussions or posting of confidential, commercial or private information of Franklin, or its clients, unless prior and explicit consent of the Firm and that of the respective client is given.

Media Relationships

Only partners and individuals explicitly authorized by the Firm may speak, respond to or engage with medias on behalf of the Firm.

6 – The World and Our Community

Environmental Sustainability

We recognize the importance of sustainable development to the Firm’s members, clients and the communities in which we live and work. We expect all partners, associates and employees to actively contribute to our efforts to reduce the consumption of energy and natural resources needed to conduct our business, to reuse and recycle them and to integrate sustainability into all aspects of the Firm’s business strategies, operating models and critical business processes.

Community Service and Pro Bono Services

We encourage our Firm members to support the communities in which we live and work through voluntary and charitable activities. Participation in charitable and community activities is entirely voluntary and at individuals’ discretion.

We strive to use our legal knowledge to serve the rights of people in need.

All pro bono activities are subject to compliance with our professional and ethical obligations, including conflicts of interest.

Contact Person and Deputy

As Referees dedicated to the supervision of the right application of the Firm’s policies, practices and ethical principles, your well-being as individuals within our Firm is our priority.

Our offices doors are always open. We are always at your disposal to answer any questions you may have or to help if incurred into difficulties or problems during the exercise of ordinary business activity or within the life of the Firm.

As previously mentioned, we can’t stress enough that the Firm will not tolerate inappropriate behavior and will deal firmly against any act considerable as such, whether it is in accordance with applicable law or to the Firm’s values.

Do not hesitate to come to us and/or contact us if you need any form of help. The processing of personal data relating to and/or resulting from notifications will be strictly carried out in compliance with the applicable privacy notice and associated corporate internal procedures.

Best regards,