Summary

Introduction
Relationship with Stakeholders
The value of reputation in corporate credibility
The contents of the Code of Ethics
Contractual value of the Code of Ethics
Updates of the Code of Ethics
1.2 General Principles
1.3 The system of corporate governance
1.4 The Internal Control System
1.5 Relations with Personnel
1.6 Participation in tenders and relations with principals
1.7 Relations with Suppliers
1.8 Relations with administrative authorities
1.9 Relations with relevant local authorities and other regulatory authorities
1.10 Relations with parties, trade unions and associations
1.11 The methods of implementation and control of the Code of Ethics

Introduction

This Code of Ethics is a public statement of the Company Antica Sartoria S.r.l., which identifies the general principles and rules of conduct that are given positive ethical value.

As an element of application of the provisions of Article 6 of Legislative Decree No. 231 of June 8, 2001, the Code of Ethics integrates the regulatory framework to which the Entity is subject.

The purpose of this Code is to ethically direct the actions of the Company Antica Sartoria S.r.l. and its provisions are consequently binding for the conduct of all the Company’s Directors, employees, consultants and anyone who establishes, for any reason, a relationship of collaboration with it.

The Code is widely circulated internally by suitable means and the same is made available to any interlocutor of the Company. The Company Antica Sartoria S.r.l. also undertakes to call for compliance with the provisions of this Code in all the economic relationships established by it.

Relationship with Stakeholders

The Code intends, in particular, to direct the conduct of the Company Antica Sartoria S.r.l. to cooperation and trust towards stakeholders, i.e. all public or private entities, whether individuals, groups or institutions, whose contribution is necessary for the realization of the corporate mission and/or whose interests are influenced directly or indirectly by the Company’s activities.

The value of reputation in corporate credibility

Reputation and credibility constitute key intangible resources that foster shareholder investment, relations with local institutions, human resource development, and supplier fairness and reliability.

The contents of the Code of Ethics

The Code of Ethics consists of:

by the general ethical principles that identify the reference values in the company’s activities;
by the criteria of conduct towards each stakeholder, which provide the guidelines and standards to which the recipients of the Code are required to adhere;
by the implementation mechanisms that outline the control system for the correct application of the Code of Ethics and its continuous improvement.
Contractual value of the Code of Ethics.

Compliance with the rules of the code must be considered an essential part of the contractual obligations of employees, collaborators, partners of the Company Antica Sartoria S.r.l.

Updates to the Code of Ethics

By resolution of the Administrative Body, the Code may be amended and supplemented, including on the basis of the suggestions and observations of the Supervisory Board

1.2 General Principles
Legality

The Company Antica Sartoria S.r.l. has as an indispensable principle the observance of the laws and regulations in force in Italy and in all the countries in which it operates and respect for the democratic order established there. Recipients of the Code are required to comply with the regulations in force. Under no circumstances is it permitted to pursue or realize the interest of the Company Antica Sartoria S.r.l. in violation of the law.
The Company Antica Sartoria S.r.l. is committed to ensuring that stakeholders are provided with an adequate program of information and ongoing training on the Code of Ethics of conduct.

Transparency.

The principle of transparency is based on the truthfulness, accuracy and completeness of information both outside and inside the Company Antica Sartoria S.r.l.

Fairness

The principle of fairness implies respect for rights, including in terms of privacy and opportunities, as well as for the laws in force aimed at protecting the individual personality of all those who are involved in their work and professional activities.

This also implies the elimination of any discrimination and any possible conflict of interest between those who in any capacity perform their work and the Company Antica Sartoria S.r.l.

Efficiency

The principle of efficiency requires that every work activity be carried out in accordance with principles of economical management of the resources used in service delivery, and a commitment is made to provide service that is adequate with respect to customer needs and in accordance with the most advanced standards.

The Spirit of Service

The principle of the spirit of service implies that each recipient of the Code is always oriented, in his or her behavior, toward sharing the company’s mission to provide a service of high social value and utility to the community, which must benefit from the highest standards of quality.

Competition

The Company Antica Sartoria S.r.l. intends to develop the value of competition by adopting principles of fairness, fair competition, and transparency towards all operators in the market.

Relations with the community and environmental protection.

For this reason, the Company in carrying out its activities is committed to safeguarding the surrounding environment and contributing to the sustainable development of the area.

Cultural Heritage

The Company recognizes that the protection and enhancement of cultural heritage, as enshrined in the Italian Constitution, contribute to preserving the memory of the national community and its territory and to promoting the development of culture. To this end, to the extent of its competence and within the limits of its powers, it undertakes to ensure its preservation in compliance with applicable regulations.

Enhancement of Human Resources

Human resources are a fundamental factor in the development of Antica Sartoria S.r.l, therefore, the Company protects and promotes their professional growth.

1.3 The company’s system of governance

The system of governance adopted by the Company Antica Sartoria S.r.l. complies with the regulations in force and is aimed at ensuring the maximum and most balanced collaboration between its components through a harmonious balancing of the different roles of management, direction and control.

This system is oriented to ensure responsible management of the company and transparency towards the market, with a view to creating value for shareholders and pursuing the social and environmental goals defined in agreement with the local reference bodies.

The members of the corporate bodies must inform their activities to the principles of fairness and integrity, refraining from acting in situations of conflict of interest within the scope of the activity they carry out in the Company.

The members of the bodies are also required to behave in a manner inspired by the principles of autonomy, independence and respect for the guidelines that the Company provides in the relations that they maintain, on behalf of the same, with public institutions and with any private entity.

Their assiduous participation in the Company’s activities is required; they are required to make confidential use of the information they become aware of for reasons of their office and may not use their position to obtain direct or indirect personal advantages; all communication activities must comply with laws and conduct practices and must be aimed at safeguarding information of a sensitive and trade secret nature.

Members of corporate bodies are required to comply with current regulations and the principles contained in this Code.

The obligations of loyalty and confidentiality bind these individuals even after the termination of their relationship with the Company Antica Sartoria S.r.l.

The Company Antica Sartoria S.r.l. adopts, due to its activities and organizational complexity, a system of delegation of powers and functions that provides, in explicit and specific terms, for the assignment of tasks to persons with suitable capacity and competence.

1.4 The Internal Control System

In compliance with the regulations in force and with a view to planning and managing company activities aimed at efficiency, correctness, transparency and quality, the Company Antica Sartoria S.r.l. adopts organizational and management measures suitable for preventing unlawful conduct or in any case conduct contrary to the rules of this Code on the part of any person acting for the Company.

To this end, with regard to internal control, the company adopts a special system aimed at verifying the exact application of the organizational and management models used, compliance with internal and external regulations, and the adequacy of accounting principles and records.

The Board of Directors periodically verifies the adequacy and effective functioning of the internal control system and carries out the actions deemed necessary or appropriate to ensure its better functioning.

In addition, for the verification and application of the rules contained in this Code, a special Supervisory Board is established, which assists the Board of Directors in setting and updating the guidelines of the internal control system, evaluating its adequacy and effective functioning, and analyzing business risks, and performs the additional tasks subsequently indicated in this Code.

1.5 Relations with Personnel

Antica Sartoria S.r.l. recognizes the value of human resources, respect for their autonomy and the importance of their participation in the company’s activities. The management of the working relationship, pursuing an organization by objectives, is oriented towards encouraging the professional growth and skills of each employee also in relation to the application of incentive tools.

Any discrimination on the basis of race, sex, nationality, religion, language, union or politics in hiring, compensation, promotion or dismissal as well as any form of favoritism is prohibited.

Antica Sartoria S.r.l. is committed to protecting the moral and physical integrity of its employees, consultants and clients.

To this end, it promotes responsible and safe behavior, adopts all the safety measures required by technological evolution to ensure a safe and healthy working environment, in full compliance with the current regulations on prevention and protection set forth in Legislative Decree 81/2008.

The Company Antica Sartoria S.r.l. is committed to ensuring compliance with the conditions necessary for the existence of a collaborative and non-hostile work environment and to preventing discriminatory behavior of any kind.

Everyone’s cooperation is required in order to maintain a climate of mutual respect for each person’s dignity, honor and reputation.

Employees who believe they have been discriminated against may report the incident to the Supervisory Board, which will proceed to ascertain the actual violation of the Code of Ethical Behavior.

Without prejudice to the obligations arising from the provisions in force, the selection of personnel is subject to the verification of the full compliance of the candidates with a substantial adherence to the professional profiles required by the company, while respecting equal opportunities for all those concerned.

Personnel are hired on the basis of regular employment contracts, no form of employment relationship that does not comply with or otherwise circumvents current regulations being allowed.

Personnel are committed to complying with the obligations set forth in this Code and must, in the performance of their duties, comply with the law and imbue their conduct with the principles of integrity, fairness, fidelity and good faith Those entrusted with the task of keeping accounting records are required to make all entries accurately, completely, truthfully and transparently and to allow for any audits by parties, including external parties, appointed for this purpose.

Accounting records must be based on accurate and verifiable information and must fully comply with internal accounting procedures.

Each entry must allow the related transaction to be reconstructed and must be accompanied by adequate documentation.

All actions concerning the activities of the Company Antica Sartoria S.r.l. must result from adequate records that allow for checks and controls on the process of decision-making, authorization and performance.

Anyone who becomes aware of any omissions, errors or falsifications must notify the Supervisory Board.

Those who work, in any capacity, for the Company Antica Sartoria S.r.l. must maintain a position of autonomy and integrity in order to avoid taking decisions or carrying out activities in situations, even if only apparent, of conflict of interest with respect to the activity of the Company itself.

Any activity that conflicts with the proper fulfillment of one’s duties or that could harm the interests and image of the Company Antica Sartoria S.r.l. must be avoided.

Any situation of conflict of interest, real or potential, must be communicated in advance to the manager who, in the prescribed manner, will inform the Supervisory Board.

The employee shall use and keep with care the assets at his disposal for reasons of office.

Different use of assets owned by the Company is not allowed.

Each employee is directly and personally responsible for the protection and lawful use of the property and resources entrusted to him/her for the performance of his/her duties.

The Company Antica Sartoria S.r.l. in compliance with the laws in force, takes the necessary measures in order to prevent Distorted Uses of the same.

With respect to the use of computer systems, each employee is responsible for the security of the systems used and is subject to the regulations in force and the conditions of license agreements.

Without prejudice to the provisions of civil and criminal laws, it is part of the improper use of company assets and resources to use network connections for purposes other than those inherent to the work relationship or to send offensive messages or messages that may damage the image of the Company Antica Sartoria S.r.l.

Each employee is also required to make the necessary efforts to prevent the possible commission of crimes through the use of computer tools.

The employee may not ask, for himself or others, gifts or other benefits, nor accept the latter, except those of modest value or in accordance with normal business practices and courtesy, from anyone who has benefited or who may in any case benefit from the activity of the Company Antica Sartoria S.r.l.

The employee may also not offer gifts or other benefits to any person from whom he or she may acquire favorable treatment in the conduct of any activity that can be linked to the Company Antica Sartoria S.r.l.

Illicit advantages may not be given to public and private customers or suppliers.

Gifts and benefits offered but not accepted, which exceed a modest value, must be reported to enable proper evaluation by the manager, who will inform the Supervisory Board.

This rule does not allow exceptions even in those countries where offering gifts of value or other benefits is customary.

The Company Antica Sartoria S.r.l. protects the privacy of personal data processed, in compliance with the relevant regulations, believing that the protection of personal data is an unwaivable value, the employee is required to keep confidential the information learned in the performance of his duties in accordance with the law, regulations and circumstances.

The employee must observe this duty of confidentiality even after termination of employment by ensuring that́ the requirements of current privacy regulations are met.

All employees are required to promptly and confidentially report to their supervisor and/or to the Supervisory Board any news they become aware of in the course of their work activities, about violations of legal regulations, the Code of Ethics of Conduct or other company provisions that may, for any reason, involve the Company Antica Sartoria S.r.l.

Managers must supervise the work of their employees and must inform the Supervisory Board of any possible violation of the aforementioned regulations.

The above-described requirements can also be extended to the Company’s collaborators, agents, consultants and proxies.

1.6 Participation in tenders and relations with principals

In taking part in competitive bidding procedures, the Company Antica Sartoria S.r.l. carefully assesses the congruity and executability of the services requested, with particular regard to the regulatory, technical and economic conditions, pointing out, where possible, any anomalies promptly and in no case making contractual commitments that could put the Company in the position of having to resort to inadmissible savings on the quality of the service, personnel costs or work safety.

In its relations with clients, the Company Antica Sartoria S.r.l ensures fairness and clarity in business negotiations and in the assumption of contractual obligations, as well as their faithful and diligent fulfillment.

1.7 Relations with Suppliers

The manner in which suppliers are chosen must comply with the regulations in force and the company’s internal procedures for this purpose.

The choice of supplier and the purchase of goods and services of any kind must be made in accordance with the principles of competition and equality of conditions of the submitters of bids and on the basis of objective evaluations regarding the competitiveness, quality, usefulness and price of the supply, as well as in compliance with the principles of legality.

Relationships with the Company’s suppliers, including financial and consulting contracts, are governed by the rules of this Code and are subject to constant and careful monitoring by the Company, including from the standpoint of the appropriateness of the services or goods provided in relation to the agreed consideration.

The Company shall prepare appropriate procedures to ensure maximum transparency in the operations of supplier selection and purchase of goods and services through a system of documentation of the entire selection and purchase procedure such as to allow the reconstruction of each transaction.

The Company undertakes to inform the supplier in a correct and timely manner regarding the characteristics of the activity, the forms and timing of payment in compliance with current regulations as well aś the expectations of the counterparty, given the circumstances, the negotiations and the content of the contract.

The performance of contractual services by the supplier shall be in accordance with the principles of fairness, correctness, diligence and good faith and shall be carried out in compliance with applicable regulations.

The Company undertakes to promote, within the scope of its procurement activities, respect for environmental conditions and to ensure that it is carried out in a manner consistent with ethical principles by requiring, for particular supplies and services, requirements of social relevance.

The Company Antica Sartoria S.r.l. pursues the objectives indicated by the relevant Public Institutions and collaborates effectively with their bodies in charge of the regulation and control of local public services.

The Company pursues these objectives by combining them with its own mission and the need for organizational and managerial autonomy proper to any economic operator.

1.8 Relations with administrative authorities

In order to ensure maximum clarity in institutional relations, these are maintained exclusively through contact persons who have received explicit mandate from the corporate bodies and who are not in situations of conflict of interest with respect to the representatives of the institutions themselves.

Gifts or acts of courtesy and hospitality to government representatives, public officials and public servants are permitted to the extent that the modest value of them does not compromise the integrity, independence and reputation of either party.

In any case, this type of expenditure must be properly authorized and documented.

1.9 Relations with the relevant local authorities and other regulatory authorities.

In the course of a business negotiation or business relationship with the Public Administration, no action should be taken, directly or indirectly, that may propose employment and/or business opportunities from which advantages may be derived, for oneself or others, to employees of the Public Administration, or to their relatives or kin.

In the event that the Company Antica Sartoria S.r.l. is represented by a “third party” in relations with the Public Administration, the same directives valid for the Company itself apply to the consultant and its personnel.

1.10 Relations with parties, trade unions and associations

The Company Antica Sartoria S.r.l. does not contribute in any way to the financing of parties, movements, committees and political and trade union organizations, their representatives and candidates, outside the cases provided for by specific regulations.

1.11 The methods of implementation and control of the Code of Ethics.

The Supervisory Board is entrusted with the task of supervising the implementation of and compliance with this Code and the organization and management models, their effectiveness, adequacy and ability to maintain over time the requirements of functionality and soundness required by law.

The Supervisory Board is guaranteed autonomy and independence, as well as adequate resources to carry out the tasks entrusted to it.

All interested parties, internal and external, are required to report verbally or in writing (with respect to the nature of the violation) and in non-anonymous form any non-compliance with this Code and any request for its violation, from whomever, to the Supervisory Board.

The Company Antica Sartoria S.r.l. guarantees that the reports are received by the Supervisory Board and undertakes to protect the authors of the reports against any retaliation they may face for reporting incorrect behavior by obliging itself to keep their identity confidential, without prejudice to legal obligations.

Whistleblowing: The Company complies with the whistleblowing principles adopted, using the systems made available to it by legislation and made known externally.

The serious and persistent violation of the rules of the Code of Ethics by its addressees damages the relationship of trust established with the Company Antica Sartoria S.r.l. and may result in the imposition of disciplinary sanctions, compensation for damages and in cases of serious breach the termination of the employment relationship.

For the purposes of this Code, the term “serious non-compliance” identifies all those persistent behaviors of violation from which sanctions against the Company may result.

With respect to employees, compliance with the rules of the Code of Ethics is an essential part of the contractual obligations under and pursuant to Articles 2104, 2105 and 2106 of the Civil Code.

The system of sanctions must comply with the provisions of Law No. 300 of May 20, 1970, specific industry regulations, if any, collective bargaining and company disciplinary codes.