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CODE OF ETHICS

PREAMBLE

F.lli Saclà recognises that the authority of a company is reflected not only in the competence of its staff and the high quality of service provided to its customers, but also in the attention paid to the needs of the community as a whole.

The principles that have always inspired the work of F.lli Saclà S.p.A. are formally set out in a Code of Ethics (hereinafter referred to as the “Code”), in the belief that reliability is built day by day through compliance with regulations and through the value placed on people. This Code therefore represents a distinctive and identifying element in relation to the market and third parties. Knowledge and acceptance of the Code, required of all those who work within or collaborate with the Company, form the foundation of their activity and the first step towards contributing to the pursuit of its mission.

The objective of F.lli Saclà S.p.A. is therefore to pursue excellence in its reference market through Sustainable Development, safeguarding the Environment and the Safety of all people involved. This is achieved through conduct that is consistent with and respectful of Social Ethics, with the aim of ensuring satisfaction and creating added value for Employees, Customers, and the Community at large.

F.lli Saclà S.p.A. is committed to disseminating the Code through the tools and initiatives deemed most appropriate and effective. The Code will be periodically reviewed by the Board of Directors of F.lli Saclà S.p.A. to ensure it remains up to date. The Code of Ethics is binding on all employees, collaborators, representatives, contractual counterparties, and third parties who work for or with the Benefit Company F.lli Saclà S.p.A. 

1. SCOPE AND APPLICABILITY 

1.1. BENEFIT COMPANY

As a Benefit Company, F.lli Saclà S.p.A. intends to pursue multiple common benefit objectives and to operate in a responsible, sustainable and transparent manner towards people, the local area, the environment and other stakeholders.

The Company also pursues the following specific common benefit objectives:

  • To build a culture of shared wellbeing founded on a team spirit in which the full expression of each individual’s potential is the source of the passion conveyed through its products;
  • To promote quality nutrition, while fostering a positive social and environmental impact;
  • To pursue innovative solutions towards product circularity and production with a positive environmental impact. This includes, in particular, supporting a progressive evolution of the business model towards a zero greenhouse gas emissions economy, in line with European climate neutrality objectives and national ecological transition targets;
  • To promote the economic, social, cultural and ethical growth of the community in which it operates, and to transfer its values throughout the supply chain, laying the foundations for a relationship of trust with suppliers that respects the local area.

1.2. SCOPE OF APPLICATION

This Code of Ethics shall be considered binding on all employees, collaborators, representatives, contractual counterparties and third parties who work on behalf of or with Benefit Company F.lli Saclà S.p.A.

Benefit Company F.lli Saclà S.p.A., through its system of delegated authority, ensures that the Code of Ethics is referenced in relevant contracts and relationships, establishing its significance in relation to any conduct that conflicts with the provisions contained therein. In particular, the directors, senior executives, officers, relevant functions, and management of the Company in general shall observe the Code of Ethics when proposing, managing and implementing projects, actions and investments.

This Code of Ethics also references principles, provisions and behavioural standards in support of the Organisational and Management Model of Benefit Company F.lli Saclà S.p.A., adopted pursuant to Article 6 of Legislative Decree 231/2001, to which it is intended to be complementary.

Indeed, in addition to the standards set out in this Code of Ethics, F.lli Saclà S.p.A. adopts specific precautions in the conduct of its business and management of its affairs, based on transparent and objective internal procedures which, together with the specific requirements established in the Organisational and Management Model adopted by the Company pursuant to Article 6 of Legislative Decree 231/2001, are intended to prevent the occurrence of unlawful conduct and/or conduct that is in any way detrimental to the values of the Company.

1.3. UNETHICAL CONDUCT

Conduct shall be considered unethical when carried out by any party — whether an individual or an organisation — on behalf of F.lli Saclà S.p.A., where such conduct constitutes a violation of the rules of civil coexistence and of proper social and commercial relations, as provided for and governed by applicable laws and regulations.

The adoption of unethical conduct compromises the relationships between F.lli Saclà S.p.A. and its Senior Officers, between F.lli Saclà S.p.A. and its employees and collaborators, as well as between F.lli Saclà S.p.A. and its commercial, entrepreneurial and financial counterparts, both public and private.

2. ETHICAL AND MORAL PRINCIPLES

2.1. COMPLIANCE WITH REGULATIONS

F.lli Saclà S.p.A. promotes compliance with national and supranational regulations on the protection of workers and the principles of social responsibility. F.lli Saclà S.p.A. undertakes to encourage its employees to strictly observe the applicable national collective bargaining agreement, in respect of and in collaboration with freely elected trade union representatives, and in a spirit of constructive industrial relations.

2.2.PROTECTION OF RIGHTS AND EQUAL OPPORTUNITIES

F.lli Saclà S.p.A. aims to maintain and foster a working environment inspired by the protection of freedom, dignity and the inviolability of the person, and to refrain from any inhumane treatment of employees, in compliance with the applicable collective bargaining agreement and with tax, social security and insurance regulations.

These principles apply to Saclà’s corporate policies and practices, as well as to its relationships with customers, suppliers and the community. In its personnel recruitment policies, F.lli Saclà S.p.A. does not engage in any form of discrimination based on race, gender, age, religion or political opinion, respecting diversity and promoting inclusion as a source of competitive advantage.

In the management of its personnel, the Company carries out a continuous effort aimed at fostering engagement, motivation and the development of professional skills in order to achieve the established objectives, through ongoing training, information and awareness-raising initiatives. To ensure the fullest observance of these principles, the Company entrusts responsibility for the commitments set out herein to the Board of Directors.

2.3. HEALTH AND SAFETY IN THE WORKPLACE

F.lli Saclà S.p.A. is committed to spreading and consolidating a culture of safety, developing awareness of risks and promoting responsible conduct on the part of all employees and collaborators.

To this end, the Company has appointed an internal Health and Safety Manager (RSPP), who assists the Employer in the ongoing analysis of risks associated with production processes and preventive measures, in the monitoring and updating of working methods in compliance with workplace health and safety regulations, in the definition and development of training and communication initiatives, in raising awareness of the use of personal protective equipment, and in encouraging all personnel to promptly report any anomaly identified.

2.4.CONFLICTS OF INTEREST

In the performance of any activity on behalf of F.lli Saclà S.p.A., situations of conflict of interest must always be avoided, that is, situations in which a Recipient of the Code may have a personal interest that could interfere with their duties towards the Company.

2.5.DUTY OF CONFIDENTIALITY

Without prejudice to the transparency of the activities carried out and the disclosure obligations imposed by applicable regulations, it is the duty of F.lli Saclà S.p.A. employees to ensure the confidentiality required by the circumstances in relation to any information acquired by virtue of their professional role, including upon termination of the employment relationship or change of duties.

Information and data acquired or processed in the course of one’s work or through one’s duties belong to F.lli Saclà S.p.A. and may not be used, communicated or disclosed without the specific authorisation of the relevant Management and in compliance with the applicable procedures.

Each Recipient undertakes to protect information generated and/or acquired in the course of their activity, thereby avoiding any improper or unauthorised use thereof.

2.6. HUMAN RESOURCES

The employees and collaborators of F.lli Saclà S.p.A. constitute the Company’s most valuable asset.

For this reason, the Company protects and promotes the value of its human resources with the aim of improving and enhancing the experience and knowledge base of each individual employee and collaborator.

2.7. FAIR CONDUCT IN RELATIONS WITH EMPLOYEES

In the context of hierarchical relationships, F.lli Saclà S.p.A. ensures that the exercise of authority does not undermine the dignity, professionalism or autonomy of its employees.

F.lli Saclà S.p.A. makes its organisational decisions while safeguarding the professional value of its employees.

2.8. PERSONAL INTEGRITY

F.lli Saclà S.p.A. guarantees the physical, cultural and moral integrity of its employees and collaborators, ensures working conditions that respect individual dignity, and promotes the safety and healthiness of the working environment.

2.9. TRANSPARENCY AND COMPLETENESS OF INFORMATION

In the performance of their duties and within the scope of their responsibilities, Recipients are required to process, disseminate or communicate data, information or knowledge in their possession with accuracy, precision and completeness, avoiding the provision of incomplete, misleading or untruthful information.

2.10. FINANCIAL REPORTING AND ACCOUNTING

F.lli Saclà S.p.A. prepares its periodic financial and accounting disclosures in compliance with the principles of truthfulness, transparency, completeness and traceability of the information and data contained therein.

All financial, economic and accounting information must be supported by adequate documentation that allows the decision-making and authorisation process underlying the transactions that generate such information to be verified at any time. Each Recipient is required to cooperate to ensure that management events are correctly and promptly recorded in the accounts on the basis of truthful, accurate, complete and verifiable information. Every operation and transaction must therefore be correctly recorded, authorised, verifiable, lawful, consistent and proportionate, so as to reflect, not only formally but also substantively, the content of the supporting documentation produced and received.

Company officers are expressly prohibited from engaging in, collaborating in or causing the commission of conduct constituting the offences set out in Article 25-ter of Legislative Decree 231/01, as well as from engaging in, collaborating in or causing the commission of conduct which, although not in itself constituting one of the aforementioned offences, could potentially do so, or which could facilitate the commission of the aforementioned offences.

2.11. INTERNAL CONTROL

F.lli Saclà S.p.A. promotes and requires, at every level, full compliance with internal control processes, as a tool for improving corporate efficiency and for observing applicable regulations and the principles set out in this Code. Within the scope of the competencies and responsibilities of each function, F.lli Saclà S.p.A. is responsible for the correct functioning of the internal control system, providing all necessary assistance and cooperating towards the implementation of an effective and efficient system.

Internal control is understood as the set of all processes and tools adopted by F.lli Saclà S.p.A. with the aim of directing, managing and monitoring corporate activities, with the objective of ensuring compliance with laws and corporate procedures, protecting corporate assets, efficiently managing activities and providing accurate and complete accounting and financial data.

2.12. ENVIRONMENTAL PROTECTION

All activities carried out by F.lli Saclà S.p.A. are managed in compliance with applicable environmental regulations and the requirements set out by the competent Authorities within the environmental authorisations issued.

F.lli Saclà S.p.A. respects the environment as a resource to be protected, for the benefit of the community and of future generations. It is committed to ensuring the safeguarding of the environment in the execution of its activities and the limitation of the impacts arising from them, pursuing continuous improvement in environmental performance through measures aimed at minimising environmental impact, achieving maximum energy efficiency, reducing and recovering waste, and containing pollutant emissions.

F.lli Saclà S.p.A. is committed to spreading and consolidating a culture of environmental protection and pollution prevention among all its employees, collaborators and suppliers, developing awareness of risks and promoting responsible conduct on the part of each individual.

3. RULES OF CONDUCT TOWARDS EXTERNAL PARTIES

Recipients must conduct themselves with integrity and propriety in their dealings with individuals and entities external to the Group.

3.1. RELATIONS WITH CONSUMERS

F.lli Saclà S.p.A. pays the utmost attention to the quality, food safety and hygiene of its production processes and food products, pursuing a path of continuous innovation:

  • through significant and ongoing investment in research and development, with the aim of improving the quality and competitiveness of the products offered, both in terms of nutritional value and taste;
  • through systematic checks on the quality and safety of the products marketed.

F.lli Saclà S.p.A. provides accurate, complete and truthful information so as to enable consumers to make rational and informed decisions.

F.lli Saclà S.p.A. adopts a communication style based on efficiency, collaboration and courtesy, including in its dialogue with consumers.

3.2. RELATIONS WITH SUPPLIERS

Relations with suppliers are guided by the pursuit of balanced competitive advantage, equal opportunities, loyalty, impartiality and recognition of professionalism and competence.

The criteria for selecting suppliers are in accordance with F.lli Saclà S.p.A.’s internal procedures.

The selection of suppliers and the purchase of goods and services of any kind takes place in compliance with the principles of competition and equal conditions, and on the basis of objective assessments founded on the competitiveness, quality, utility and price of the service or goods offered. In the selection process, F.lli Saclà S.p.A. applies the objective and transparent criteria set out in its internal procedures, which do not preclude any supplier company meeting the required criteria from competing with other candidates.

F.lli Saclà S.p.A. requires suppliers to comply with high quality standards in their production processes and to respect environmental conditions, and ensures that the activities carried out by them are in compliance with applicable regulations. In the selection of suppliers, F.lli Saclà S.p.A. aims, among other things, to avoid engaging suppliers of goods or services that employ or in turn tolerate systematic labour exploitation, where workers, often non-EU citizens, are subjected to degrading conditions, with limited freedom of choice, negligible remuneration, or threats and coercion (i.e. the purchase of goods or services from suppliers that employ personnel who are not properly classified and work in inadequate conditions).

In the assignment of professional engagements, F.lli Saclà S.p.A. applies criteria inspired by the principles of competence, cost-effectiveness and integrity. Fees and any other sums paid to those entrusted with professional engagements must be adequately documented.

Any personal relationships between employees and suppliers or with the Company must be disclosed to the relevant Management prior to any negotiation. Employees are also required to immediately and in detail report to their superior, or directly to the Supervisory Body, any attempt or instance of interference with normal commercial relations.

It is furthermore strictly prohibited to:

  • offer goods or services, in particular in the form of money or other benefits, to directors, general managers, managers responsible for the preparation of corporate accounting documents, statutory auditors, liquidators or persons subject to the direction or supervision of any of the aforementioned individuals of other companies or entities, in order to induce them to perform or omit acts in violation of the obligations inherent in their office or their duties of loyalty, with the aim of obtaining for oneself and/or for F.lli Saclà S.p.A. confidential information or any direct or indirect benefit;
  • accept goods or services from external parties that entail a violation of the obligations inherent in one’s office, of duties of loyalty towards the Company, or the carrying out of conduct aimed at favouring such parties, even where there are no direct repercussions for F.lli Saclà S.p.A. Information acquired in the course of relations with customers and suppliers must be kept strictly confidential.

3.3. RELATIONS WITH COMPETITORS

For F.lli Saclà S.p.A., it is of primary importance that the market be based on fair and honest competition. F.lli Saclà S.p.A. is committed to complying with applicable laws in this area and to cooperating with market regulatory authorities, and therefore to not knowingly infringing the industrial or intellectual property rights of third parties.

3.4. RELATIONS WITH SUPERVISORY BODIES, REGULATORY AUTHORITIES AND MANAGEMENT OF INSPECTIONS 

F.lli Saclà S.p.A. ensures the fullest cooperation with supervisory bodies, guaranteeing the availability of its personnel in the event of requests for access to its premises and providing full cooperation in the retrieval and provision of relevant documentation. F.lli Saclà S.p.A. personnel are required to provide support in verification and internal control activities. Supervisory bodies, both external and internal, have full access to the data, information and documents necessary for the performance of their control and oversight activities. Employees required to cooperate in the preparation and submission of documents intended for supervisory bodies or the public shall ensure, to the best of their ability, that such documents are complete, accurate, reliable, clear and comprehensible.

No information requested by other regulatory bodies in the exercise of their inspection functions may be denied, concealed, omitted or delayed. F.lli Saclà S.p.A. employees actively cooperate during investigative proceedings, refraining from impeding or otherwise obstructing the conduct of control activities.

Any inspections are always conducted by F.lli Saclà S.p.A. in the joint presence of two employees, in order to ensure compliance with the rules and the independence and impartiality of its personnel in the management of such situations.

3.5 RELATIONS WITH INTEREST-BEARING ASSOCIATIONS, PUBLIC INSTITUTIONS AND REPRESENTATIVE BODIES

F.lli Saclà S.p.A. maintains relations with trade associations, trade unions, environmental organisations and similar bodies, with the aim of developing its activities, establishing mutually beneficial forms of cooperation and presenting its positions. The presentation of specific positions of F.lli Saclà S.p.A. to associations must take place with the consent of senior management or the relevant designated functions.

3.6. CONTRIBUTIONS AND SPONSORSHIPS

F.lli Saclà S.p.A. is prepared to provide contributions and sponsorships, in compliance with the established procedures and with adequate public disclosure, in support of initiatives proposed by public and private bodies and by non-profit associations, duly constituted in accordance with the law, that promote the values upon which this Code is based.  

Contributions shall be understood as all disbursements, whether in cash or in kind (including loans for use). 

F.lli Saclà S.p.A. may accede to requests for contributions within the limits of proposals coming from entities or associations that are expressly non-profit in nature and have duly registered articles of association and deeds of incorporation.

Sponsorship activities, which may cover social, environmental, sporting, entertainment and artistic themes, are intended exclusively for events or organisations that offer guarantees of quality and in relation to which any form of conflict of personal or corporate interest can be excluded.

Sponsorship activities are managed in accordance with specific corporate procedures designed to ensure that the allocation of disbursements and resources is clear and documentable.

Contributions and sponsorships must be recorded truthfully and transparently in the company’s books and records, and the entities to which they are granted must be subject to an internal review process (due diligence). Political contributions may constitute direct or indirect forms of corruption and therefore carry the risk of giving rise to liability connected with violations of Anti-Corruption Laws. In particular, political contributions may be used as an improper means of corruption to maintain or obtain a business advantage (by way of merely illustrative and non-exhaustive example: securing a contract, obtaining a permit or licence, or influencing legislation in a manner favourable to one’s business).

Due to these risks, any direct or indirect contribution, in any form whatsoever, to political parties, movements, committees, political and trade union organisations, as well as to their representatives and candidates, is strictly prohibited.

3.7. CORRUPTION, GIFTS, GRATUITIES AND BENEFITS

F.lli Saclà S.p.A. rejects and condemns any form of corruption in the conduct of its activities and in any relationship with private or public parties. In particular, it may neither offer nor accept from any party, whether private or public, that has or could have relations with the Company, donations, gratuities or any form of gift that exceeds normal commercial courtesy practices, which must in any case be authorised in advance by senior management.

Likewise, F.lli Saclà S.p.A. does not provide any form of gift, donation, payment or gratuity, under any title, that could be interpreted as exceeding normal commercial or courtesy practices, or that is intended to obtain preferential treatment in the adoption of decisions or the conduct of any activity related to or involving F.lli Saclà S.p.A. itself. In any event, donations, gratuities and gifts offered to third parties by F.lli Saclà S.p.A. personnel, or conversely received by Company personnel, must be authorised by corporate management and adequately documented to allow for any verification, and must not in any case exceed a value of €100.00 in any calendar year.

Donations are made exclusively for purposes of social solidarity and in compliance with appropriate criteria, including rotation. F.lli Saclà S.p.A. maintains specific documentation and records of donations for legal purposes and for verification by the relevant designated functions.

In the event that an instance of corruption comes to light, anyone with knowledge thereof is required to report it without delay, taking into account the circumstances, through the internal whistleblowing system established by F.lli Saclà S.p.A. to prevent, identify and/or manage unlawful conduct in accordance with Legislative Decree 23/2024 and/or the Organisational and Management Model adopted by the Company pursuant to Article 6 of Legislative Decree 231/2001.

3.8. SCHOLARSHIPS

Scholarships may only be granted in favour of the beneficiary entity that requests them, in compliance with appropriate rotation criteria. Scholarships must be awarded on the basis of written agreements.

F.lli Saclà S.p.A. shall remain entirely uninvolved in the candidate selection process.

3.9 CONTRACTUAL RELATIONS, AGREEMENTS AND CONSULTANCY WITH UNIVERSITIES AND OTHER SCIENTIFIC INSTITUTIONS

Every research collaboration agreement with external bodies must be accompanied by a protocol, by approval or notification to the competent Ethics Committee of the relevant body (where applicable), by the execution of a written collaboration contract or agreement with the body involved in carrying out the research, by the definition of an appropriate fee and of any equipment made available.

In compliance with applicable regulations, F.lli Saclà S.p.A. may enter into consultancy agreements with professionals operating in the public and private sectors, provided that a scientific, research, evaluation or certification interest exists.

Such engagements must be formalised in writing, by means of a contract or letter of appointment, specifying the activities and services to be performed, the agreed fee and any ancillary expenses, and must be accompanied by the necessary prior authorisations issued by the competent senior body.

3.10 MANAGEMENT OF FINANCING OR CONTRIBUTIONS TO THE COMPANY

In the management of financing requests, as well as in the use and reporting thereof, F.lli Saclà S.p.A. prohibits conduct contrary to the following principles, including by way of example: (i) providing untruthful information or omitting to communicate relevant facts, where required, that may mislead financing bodies in the evaluation of the documentation submitted; (ii) directing contributions, subsidies and public financing towards purposes other than those for which they were obtained; (iii) presenting untruthful and/or incomplete information to financing bodies or circumventing legal or regulatory obligations.

F.lli Saclà S.p.A. prepares its reports in compliance with the principles of truthfulness, transparency, completeness and traceability of the information and data contained therein.

F.lli Saclà S.p.A. maintains specific documentation and records of contributions, financing and concessions received, as well as of the related reports submitted to the granting bodies, for legal purposes and for verification by the relevant designated functions.

3.11 RELATIONS WITH CONTRACTUAL COUNTERPARTIES AND DUE DILIGENCE OBLIGATIONS

F.lli Saclà S.p.A. officers must carry out a preliminary verification of available information on commercial counterparties and suppliers, in order to ascertain their reputation and the legitimacy of their activities.

F.lli Saclà S.p.A. verifies the propriety of engagements conferred upon third parties, the regularity of payments and financial flows as well as tax compliance, the selection of parties offering goods and services that the Company intends to acquire, the establishment of criteria for the evaluation of offers, and also verifies all information relating to the commercial and professional reliability of suppliers and partners.

In the case of the recruitment of employees as well, F.lli Saclà S.p.A. carries out a preliminary verification of any circumstances that may constitute a conflict of interest with respect to the candidate.

3.12 RELATIONS WITH THE MEDIA

Information communicated externally must be accurate, truthful, clear, transparent, unambiguous, and must not be instrumental, false or misleading. Such information is to be disclosed, subject to prior authorisation from senior management, exclusively by the corporate functions delegated to do so.

Recipients are prohibited from:

  • entering into commitments of any nature in response to requests from the press or other media outlets, without prior authorisation;
  • providing information to media representatives without the express authorisation of the competent corporate functions.

Recipients called upon to disseminate externally any type of information concerning objectives, strategies and results on the occasion of participation in conferences, public events or for the preparation of publications, are required to obtain authorisation from the function responsible for media relations and from senior management, so as to agree upon and share the content to be communicated.

3.13 RELATIONS WITH PUBLIC AUTHORITIES 

Without prejudice to the provisions set out in the General Provisions of this Code, it is not permitted, either directly or indirectly, or through an intermediary, to offer or promise money, gifts or compensation in any form, nor to exert pressure, nor to promise any object, service, benefit or favour to executives, officials or employees of Public Authorities, or to persons entrusted with a public service or to their relatives or cohabitants, with the aim of inducing the performance of an act of office or an act contrary to official duties.

Anyone who receives explicit or implicit requests for benefits of any nature from Public Authority representatives, as defined above, must immediately suspend all relations with them and inform their superior or, directly, the Supervisory Body.

4. RULES OF CONDUCT IN THE MANAGEMENT OF CORPORATE ACTIVITIES

4.1. CONFLICT OF INTERESTS

Recipients and anyone who may influence the decisions of F.lli Saclà S.p.A. may not use, even implicitly, their position (whether corporate or otherwise) to influence decisions in their own favour or in favour of relatives, friends or acquaintances for personal purposes. Furthermore, should they consider themselves to be in a situation of conflict of interest, they must immediately notify their hierarchical superior so that appropriate measures may be adopted to maintain independence of judgement and decision-making.

In cases of violation, F.lli Saclà S.p.A. will adopt every appropriate measure to bring the conflict of interest to an end, reserving the right to take action in its own protection.

4.2. GIFTS AND BENEFITS RECEIVED

Recipients who receive gifts or benefits that are not of modest value and that may be interpreted as exceeding normal courtesy practices are required to notify their hierarchical superior. The appropriateness of such gifts or benefits will be assessed and the most appropriate measures will be adopted accordingly.

4.3. INFORMATION MANAGEMENT

In the performance of their duties and within the scope of their responsibilities, Recipients are required to process, disseminate or communicate data, information or knowledge in their possession with accuracy, precision and completeness, avoiding the provision of incomplete, misleading or untruthful information.

Each Recipient must be aware of and implement the provisions established by F.lli Saclà S.p.A. regarding information security, in order to ensure its integrity, confidentiality and availability.

4.4. PROTECTION OF PERSONAL DATA

F.lli Saclà S.p.A. intends to ensure that the acquisition and processing of personal data of its employees, collaborators and third parties takes place in compliance with fundamental rights and freedoms, as well as the dignity of the data subjects, as provided for by applicable regulations (EU Regulation 679/2016 and Legislative Decree 196/2003 as amended by Legislative Decree 101/2018, the “Privacy Regulations”).

The processing of personal data shall be carried out in a lawful, fair and transparent manner. Data shall be processed only for specified, explicit and legitimate purposes, and shall be retained for a period no longer than that necessary for the purposes of collection and in any case within the time limits established by law.

4.5. USE OF CORPORATE TOOLS AND EQUIPMENT

Each Recipient is required to act diligently in the protection of corporate assets, observing responsible conduct in line with corporate policies.

F.lli Saclà S.p.A. is committed to the protection of its own and third parties’ data and IT systems, and ensures compliance with applicable copyright legislation. In this regard, each Recipient is expressly prohibited from contravening these principles by altering corporate assets received for use or by unlawfully accessing IT systems.

Each Recipient is responsible for safeguarding and preserving the assets of F.lli Saclà S.p.A. entrusted to them in the course of their activity. They must use such assets in an appropriate manner consistent with the corporate interest, adopting conduct aimed at preventing their improper use by third parties.

F.lli Saclà has prepared and distributed to all employees an IT Policy with the purpose of defining the scope of application, the methods and the rules governing the use of IT equipment by assigned users, in order to protect corporate assets and prevent inadvertent or improper conduct that could expose the Company to security, reputational and financial risks, including in relation to any damages caused to third parties.

4.6. SELECTION, MANAGEMENT, DEVELOPMENT AND PROTECTION OF PERSONNEL

F.lli Saclà S.p.A. guarantees compliance with the national and supranational regulations governing employment relationships and recognises every form of free association among workers, in accordance with applicable laws. It is committed to ensuring that each employee is treated with respect and protected from any unlawful pressure, hardship or prejudice.

In particular, F.lli Saclà S.p.A. recognises the central role of human resources, in the conviction that the primary factor of success of any enterprise is constituted by the professional contribution of the people who work within it, within a framework of mutual loyalty and trust. Accordingly, in the selection, recruitment and career advancement of personnel, F.lli Saclà S.p.A. makes assessments exclusively on the basis of the correspondence between expected and required profiles and on transparent and verifiable merit considerations, in accordance with the established procedures.

Persons entrusted with the oversight and management of the recruitment process for F.lli Saclà S.p.A. employees are prohibited from accepting or soliciting promises or payments of money, goods or benefits, pressure or services of any kind that may be intended to promote the transfer or promotion of a worker. The evaluation of personnel is carried out on the basis of the correspondence between candidates’ profiles and those expected, as well as corporate requirements, in compliance with the principles of impartiality and equal opportunities for all parties concerned.

Personnel must be engaged under a regular employment contract. No form of child labour or undeclared work is permitted. In particular, F.lli Saclà S.p.A. does not employ foreign workers who lack a valid residence permit, or whose permit has expired and for which renewal has not been requested within the legally prescribed timeframe, or which has been revoked or annulled. To this end, F.lli Saclà S.p.A. periodically monitors and verifies the continued fulfilment of the requirements and the validity of the residence permits of foreign workers, including subsequent to the recruitment phase.

The management of employment relationships is aimed at ensuring equal opportunities and fostering the professional growth of employees.

F.lli Saclà S.p.A. protects the health and safety of its employees in all locations where its personnel are required to carry out their work, promoting responsible conduct on the part of all. To this end, F.lli Saclà S.p.A. promotes a policy based on the implementation of principles and conduct aimed at ensuring the safety and health of employees, and on a commitment to communicating the results achieved.

F.lli Saclà S.p.A. ensures that its employees and collaborators have working environments suitable for safeguarding their health, safety and physical and moral integrity, in compliance with applicable laws and regulations, including in particular for the specific purpose of preventing the offences referred to in Articles 589 and 590, third paragraph, of the Criminal Code (culpable homicide and serious or very serious culpable bodily harm), committed in violation of accident prevention regulations and regulations on the protection of occupational hygiene and health.

5. DISSEMINATION OF THE CODE OF ETHICS AND PUBLICITY

F.lli Saclà S.p.A., through its Board of Directors, directly or through delegated functions, undertakes to promote and ensure adequate knowledge of the Code of Ethics, to disseminate it among all interested parties through appropriate and adequate communication activities and, where appropriate, training initiatives.

The officers of F.lli Saclà S.p.A., by virtue of their respective competencies, undertake to communicate and publicise to third parties the existence and binding nature of the Code of Ethics, to demand compliance therewith, and to ensure, prior to the commencement of any contractual relationship with the Company, that the third party has expressly and in writing adhered, whether directly or by reference, to the provisions of this Code of Ethics.

Upon recruitment, each employee explicitly and bindingly accepts the provisions and values of the Code of Ethics.

The Code of Ethics, as periodically updated and supplemented by the administrative body, is furthermore brought to the attention of all those with whom F.lli Saclà S.p.A. maintains business relations, in the most appropriate manner, and is available to all stakeholders in a dedicated section of the corporate website.

6. MONITORING OF THE CORRECT APPLICATION OF THE CODE 

The senior management of F.lli Saclà S.p.A. guarantees, directly or by delegation, the correct application of the Code of Ethics and ensures that it is effectively implemented and observed over time.

In particular, the Supervisory Body established by F.lli Saclà S.p.A. in accordance with the requirements of Legislative Decree 231/2001, among its various activities within its competence, is responsible for:

  1. monitoring the dissemination, understanding and implementation of the general principles of conduct, including those set out in the Code of Ethics;
  2. managing reports received with regard to situations or conduct contrary to the principles expressed in the Code of Ethics;
  3. contributing to the definition of disciplinary and/or sanctioning measures for serious violations.

It is in any case the responsibility of the Board of Directors, or its delegates, to address and disseminate information on the correct interpretation and observance of the Code of Ethics by appropriate means.

7. VIOLATIONS OF THE CODE OF ETHICS AND REPORTING

All Recipients of the Code of Ethics have both the right and the duty to report suspected violations of the behavioural principles set out in the Code of Ethics of which they are aware, or to report any attitude or situation of potential concern.

F.lli Saclà supports the reporting of anomalous conduct and violations of applicable regulations through a whistleblowing system, accessible at www.WB24.it. Through this tool, it is possible to report any unlawful conduct in a confidential, anonymous, straightforward and direct manner, so that the Company may promptly ascertain any violations and adopt appropriate measures.

The Supervisory Body acts in a manner that protects those who make reports against any form of retaliation, discrimination or penalisation, or any other consequence arising therefrom, ensuring the confidentiality of their identity, without prejudice to legal obligations and the protection of the rights of the Company or of persons wrongfully and/or in bad faith accused.

The Supervisory Body evaluates the reports received pursuant to and in accordance with the internal procedures adopted. To this end, all parties are required to cooperate with the Supervisory Body, in order to enable the collection of any further information deemed necessary for a correct and complete assessment of the reports received.

8. SANCTIONS

Compliance with the provisions of the Code of Ethics shall be considered an essential part of the obligations of the Company’s employees and contractual counterparties.

Every alleged violation of the Code of Ethics must be brought to the attention of the Supervisory Body, which is the control body responsible for monitoring the application and observance of the principles contained in this Code of Ethics.

Following a preliminary investigation, the Supervisory Body shares the report, together with the evidence and information gathered, with the competent corporate functions, which, where deemed appropriate, will adopt the necessary sanctioning measures.

Verified violations are pursued by F.lli Saclà S.p.A. against its employees through disciplinary measures (regardless of any potential criminal relevance of such conduct and of the initiation of criminal proceedings in cases where such conduct constitutes a criminal offence), in compliance with the National Collective Bargaining Agreement for the chemical sector pursuant to Article 7 of Law 300/70. Should the violation have been committed by directors, consultants, customers and suppliers, or other contractual counterparties, the contractual termination clauses shall be invoked.

9. FINAL PROVISIONS

The Code of Ethics, having the value of a corporate regulation, is approved and adopted by the Board of Directors of F.lli Saclà S.p.A. by means of a formal resolution. Any substantial amendment and/or supplement thereto shall be approved in the same manner and promptly disseminated to Recipients through the official corporate channels, and made available on the F.lli Saclà S.p.A. website.

The Chief Executive Officer may in any case carry out such formal amendments and/or adjustments as may be required by applicable regulations from time to time.