Antica Sartoria Srl has adopted the Organization, Management and Control Model in compliance with Legislative Decree no. 231 of 8 June 2001, which regulates the administrative liability of entities arising from the commission of certain criminal offences by persons acting on their behalf.

1 Introduction

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

As an element of application of the provisions of Article 6 of Legislative Decree no. 231 of 8 June 2001, the Code of Ethics integrates the regulatory framework to which the Organisation 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 Directors, employees, consultants and anyone who establishes, for any reason, a collaboration relationship with it.

The Code is widely disseminated internally through suitable means and is made available to any Company interlocutor. The Company Antica Sartoria S.r.l. also undertakes to call for compliance with the provisions of this Code in all the economic relations it establishes.

 

Relationship with Stakeholders

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

The value of reputation in corporate credibility

Reputation and credibility are fundamental intangible resources that foster members' investments, relations with local institutions, the development of human resources and the fairness and reliability of suppliers

The contents of the Code of Ethics

The Code of Ethics consists of:

- by the general ethical principles that identify the reference values in corporate activities;

- by the criteria of conduct towards each stakeholder, which provide the guidelines and standards to which the addressees 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 and partners of Antica Sartoria S.r.l.

Updates to the Code of Ethics

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

 

 

1.2 General Principles

The Legality

The Company Antica Sartoria S.r.l. has as an unavoidable principle the observance of the laws and regulations in force in Italy and in all the countries in which it operates and the respect for the democratic order established therein.

The addressees of the Code are obliged to comply with the regulations in force.

In no case is it permitted to pursue or realise the interest of Antica Sartoria S.r.l. in violation of the law.

The Company Antica Sartoria S.r.l. undertakes to ensure that those concerned are provided with an adequate programme of information and continuous training on the Code of Ethics.

Transparency

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

Fairness

The principle of fairness implies the respect of rights, also from the point of view of privacy and opportunities, as well as of the laws in force aimed at protecting the individual personality of all subjects involved in their working and professional activities.

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

Efficiency

The principle of efficiency requires that every work activity is carried out according to principles of economical management of the resources used in the provision of services, and a commitment is made to offer a service that is appropriate to the customer's needs and according to the most advanced standards.

The spirit of service

The principle of the spirit of service implies that each addressee of the Code is always oriented, in its own behaviour, towards sharing the corporate mission aimed at providing a service of high social value and utility to the community, which must benefit from the highest quality standards.

Competition

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

Relations with the Community and Environmental Protection

Antica Sartoria S.r.l. is aware of the impact of its activities on the economic and social development and on the quality of life of the reference territory.

For this reason, in carrying out its activities the Company undertakes to safeguard the surrounding environment and to contribute to the sustainable development of the territory.

 

 

Cultural Heritage

The Company recognises 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 guarantee its preservation in compliance with the applicable legislation in force.

The valorisation of human resources

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

 

1.3 The Corporate Governance System

The governance system adopted by Società Antica Sartoria S.r.l. complies with current legislation and is aimed at ensuring the maximum and most balanced cooperation between its components through a harmonious balance of the various management, policy and control roles.

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

The members of the corporate bodies must base their activities on the principles of fairness and integrity, refraining from acting in situations of conflict of interest in the context of the activity they perform in the Company.

The members of the bodies are also required to behave in accordance with the principles of autonomy, independence and respect for the guidelines provided by the Company in the relations they entertain, on behalf of the same, with public institutions and with any private entity.

They are required to participate assiduously in the Company's activities; 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 the law and conduct practices and must be aimed at safeguarding information of a sensitive nature and industrial secrets.

Members of company bodies are required to comply with the laws in force and the principles contained in this Code.

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

The Company Antica Sartoria S.r.l. adopts, due to its activities and organisational 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 skills and competence.

 

1.4 The Internal Control System 

In compliance with the regulations in force and with a view to planning and managing corporate activities aimed at efficiency, fairness, transparency and quality, the Company Antica Sartoria S.r.l. adopts organisational and management measures suitable to prevent unlawful conduct or conduct that is in any case contrary to the rules of this Code by 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 organisational 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 interventions deemed necessary or appropriate to ensure its better functioning

For the verification and application of the rules contained in this Code, a special Supervisory Board is also established, which assists the Board of Directors in establishing and updating the guidelines of the internal control system, in assessing its adequacy and effective functioning and in analysing corporate risks, and performs the further tasks indicated later in this Code.

 

1.5 Relations with Personnel

Antica Sartoria S.r.l. recognises the value of human resources, respect for their autonomy and the importance of their participation in the company's activities.

The management of the employment relationship, pursuing an organisation by objectives, is oriented towards fostering the professional growth and skills of each employee also in relation to the application of incentive tools.

Any discrimination based on race, sex, nationality, religion, language, trade union or politics is forbidden in hiring, remuneration, promotion or dismissal as well as any form of favouritism.

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

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

Antica Sartoria S.r.l. is committed to ensuring compliance with the conditions required for the existence of a collaborative and non-hostile working environment and to preventing discriminatory behaviour of any kind.

The cooperation of all is required in order to maintain a climate of mutual respect for the dignity, honour and reputation of each individual.

Employees who believe they have suffered discrimination may report the incident to the Supervisory Board, which will proceed to ascertain the actual breach of the Code of Ethics.

Without prejudice to the obligations deriving from the provisions in force, the selection of personnel is subject to the verification of the candidates' full compliance with the professional profiles required by the company, in compliance with equal opportunities for all persons concerned.

Personnel are hired on the basis of regular employment contracts, since no form of employment relationship that does not comply with or in any case circumvents the regulations in force is allowed.

Personnel undertake to comply with the obligations laid down in this Code and must, in the performance of their duties, comply with the law and base their conduct on the principles of integrity, correctness, loyalty and good faith.

Those who are entrusted with the task of keeping accounting records are obliged to make every entry accurately, completely, truthfully and transparently and to allow for any verifications by subjects, including external ones, 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 make it possible to reconstruct the relevant operation and must be accompanied by adequate documentation.

All actions concerning Antica Sartoria S.r.l.'s activities must result from adequate records that allow for checks and controls on the decision-making, authorisation and execution process.

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

Those who work, in any capacity, for 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 the Company's business.

Any activity that conflicts with the proper performance of one's duties or that may harm the interests and image of 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 will inform the Supervisory Board in the prescribed manner.

Employees shall use and keep with care the assets at their disposal for reasons of their office. The improper use of assets belonging to the Company is not allowed.

Each employee is directly and personally responsible for the protection and lawful use of the assets 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 their misuse.

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 terms of the licence agreements.

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

Every employee is also required to make the necessary efforts to prevent the possible commission of offences through the use of IT tools.

Employees may not ask, for themselves or for others, gifts or other benefits, nor may they accept them, except those of modest value or in line with normal business practices and courtesy, from anyone who has benefited or may benefit from Antica Sartoria S.r.l.'s activities.

Employees may also not offer gifts or other benefits to any person from whom they may acquire favourable treatment in the conduct of any activity connected to Antica Sartoria S.r.l.

No unlawful advantages may be granted to public or private customers or suppliers.

Gifts and benefits offered but not accepted, which exceed a modest value, must be reported to allow an adequate assessment by the manager, who will inform the Supervisory Board.

This rule does not allow for 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 the personal data processed, in compliance with the rules in force on the subject, believing that the protection of personal data is a mandatory value, employees are required to keep the information they learn in the performance of their duties confidential in accordance with the law, regulations and circumstances.

Employees must observe this duty of confidentiality even after the termination of their employment, ensuring that the requirements of current privacy laws are complied with.

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

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

The above prescriptions can also be extended to the Company's collaborators, agents, consultants and agents.

 

1.6 Participation in tenders and relations with contractors

When participating in competitive bidding procedures, Antica Sartoria S.r.l. carefully assesses the congruity and feasibility of the services requested, with particular regard to the regulatory, technical and economic conditions, pointing out, where possible, any anomalies in a timely manner and in no case assuming contractual commitments that could put the Company in the position of having to resort to unacceptable savings on the quality of the service, personnel costs or work safety.

In its relations with customers, Antica Sartoria S.r.l. ensures fairness and clarity in commercial negotiations and in the assumption of contractual obligations, as well as their faithful and diligent fulfilment.

 

1.7 Relations with Suppliers

The manner in which the supplier is 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 take place in compliance with the principles of competition and equality of conditions of the bidders and on the basis of objective assessments of the competitiveness, quality, usefulness and price of the supply, as well as in compliance with the principles of legality.

Relations 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, also from the point of view of the congruity of the services or goods supplied with respect to the agreed consideration.

The Company prepares appropriate procedures to guarantee the utmost transparency of 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 operation.

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

Fulfilment of the contractual services by the supplier shall comply with the principles of fairness, correctness, diligence and good faith and shall take place in compliance with the regulations in force.

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

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 with the need for organisational and managerial autonomy proper to any economic operator.

 

1.8 Relations with Administrative Authorities

In order to guarantee the utmost clarity in institutional relations, these are conducted exclusively through representatives who have received an explicit mandate from the corporate bodies and who are not in a situation of conflict of interest with respect to the representatives of the institutions themselves.

Gifts or acts of courtesy and hospitality towards representatives of governments, public officials and public employees are permitted to the extent that their modest value does not compromise the integrity, independence and reputation of one of the parties.

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

 

1.9 Relations with local authorities and other regulatory authorities

During a business negotiation or commercial relationship with the Public Administration no action must be taken, directly or indirectly, that may propose employment and/or commercial opportunities from which advantages may be derived, for oneself or for others, to Public Administration employees, or to their relatives or relatives-in-law.

In the event that 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 his staff.

 

1.10 Relations with parties, trade unions and associations 

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

 

1.11 how the Code of Ethics is implemented and monitored

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

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

 

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

Antica Sartoria S.r.l. guarantees that the reports will reach the Supervisory Board and undertakes to protect the authors of the reports against any retaliation they may face for having reported incorrect conduct, undertaking 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 breach 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 lead to 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 breaches' refers to all those persistent breaches from which sanctions may be imposed on the Company.

With respect to employees, compliance with the rules of the Code of Ethics is an essential part of the contractual obligations pursuant to and for the purposes of Articles 2104, 2105 and 2106 of the Civil Code. The system of sanctions must comply with the provisions of Law No. 300 of 20 May 1970, the specific regulations of the sector, where they exist, collective bargaining and company disciplinary codes.