Code of ethics

CHAPTER I – GENERAL PROVISIONS

Article 1 – Company Activities and Values

1. 1. Studio Elle S.r.l. (hereinafter also referred to as the ‘Company‘), founded on 12 March 1981, is engaged in the creation and sale of fabrics, yarns and garments made of natural, artificial and synthetic fibres.

1. 1. The values on which the company’s activities are based are:
      •  
      • • Respect for fundamental human rights – establish professional relations with all stakeholders that are characterised by respect for human dignity and the fundamental guarantees recognised by national and supranational laws for all people.
      • • Excellence in results – achieving results and satisfying customers with competence and determination.
      • • Responsibility – commitment to do one’s best, being accountable for one’s actions.
      • • Team spirit – achieving goals through collaboration, sharing and valuing the individual.
      • • Innovation – facing change and evolution with the contribution of ideas, flexibility and openness to the new.
      • • Sustainability – being mindful of the impact of one’s choices on the environment and the community.

1. 1. On these foundations, compliance with the principles contained in this code of ethics (the ‘Code‘) is the basis for the conduct of the Company’s business, which firmly believes that ethics in the conduct of business is to be pursued in tandem with business success.

Article 2 – Aims and principles of the Code of Ethics

1. 1. The purpose of this Code, approved by Studio Elle’s Board of Directors, is to define the fundamental ethical principles, rules of conduct and responsibilities that the Company recognises, respects and assumes as a value and binding imperative with which all those to whom it is addressed are required to comply.

1. 1. The Code, therefore, identifies the prerequisites aimed at ensuring that business activities are inspired by the principles of fairness, transparency, diligence, honesty, mutual respect, loyalty and good faith, in order to safeguard the interests of stakeholders and ensure an efficient, reliable, correct working method, set to compliance with current regulations and ethical principles deemed adequate, necessary and unavoidable to operate within the market, with regard both to activities carried out within the Italian territory and to activities carried out in other countries and the consequent relations with national and international operators, companies and institutions.

1. 1. Particular consideration is given to the recognition and protection of the dignity, freedom and equality of human beings, the protection of labour and trade union freedoms, health, safety, the environment and biodiversity, as well as the system of values and principles on

1. 1. energy efficiency and sustainable development, as affirmed by international institutions and.

1. 1. conventions. Any kind of discrimination, corruption, forced or child labour is repudiated.

1. 1. Studio Elle operates in accordance with the principle that: human dignity is inviolable and must be respected and protected (Art. 1 of the Charter of Fundamental Rights of the European Union). It follows that the Company is committed to providing all its human resources with a positive and stimulating working environment, guaranteeing all employees recognition and respect for their dignity, their rights, their cultural and individual diversity, while seeking to create a strong group culture.

1. 1. The Code presupposes compliance with the laws in force as well as the precise observance of the Company’s regulations and procedures. In particular, Studio Elle is determined to carry out its activities in full compliance with Italian laws and those of the countries in which it may operate, also in collaboration or association with other companies; in particular, the Company undertakes to conform its activities to the provisions of Legislative Decree no. 231 of 8 June 2001 (hereinafter the “Decree“) and subsequent amendments and additions. Therefore, the Code, to be considered an integral part of the Organisation, Management and Control Model adopted by Studio Elle, constitutes the basis of the preventive control system for the purposes of the Decree. The governance and control of compliance with the Code is entrusted to the Supervisory Body appointed pursuant to the Decree.

Article 3 – Recipients

1. 1. The set of ethical principles, values and rules of conduct set out in this Code must inspire the activities of all those who operate, internally or externally, in the sphere of action of the Company (hereinafter the ‘Addressees‘).

1. 1. In particular, by way of example:
      •  
      • • the members of the Board of Directors are guided by the principles of the Code when setting corporate objectives;
      • • the members of the control body ensure respect for and compliance with the contents of the Code in the performance of their duties;
      • • managers give concrete expression to the values and principles contained in the Code, assuming responsibility both internally and externally;
      • • employees, in compliance with the regulations in force, adapt their actions and conduct to the principles, objectives and commitments set out in the Code;
      • • collaborators on an ongoing basis (consultants, agents, etc.), suppliers and business partners conform their conduct to the principles underlying the Code.

1. 1. The Code also applies to the activities carried out by the Company abroad, while taking into account the existing differences in regulatory, social, economic and cultural aspects.

1. 1. The Group is committed to ensuring a punctual internal and external dissemination of the Code. In this context, the Company shall ensure, also through the appointment of specific internal functions, the dissemination of the Code to the Addressees, the interpretation and clarification of the provisions contained in the Code, the verification of effective compliance with the Code and the updating of the Code’s provisions with regard to the needs that may arise from time to time.

Article 4 – Obligations of Recipients

1. 1. All the actions, operations, negotiations and, in general, the conduct of the Addressees in the performance of their work, must be marked by the principles of honesty, fairness, integrity, transparency, legitimacy, clarity and mutual respect, as well as being open to checks and controls in accordance with the rules in force and internal procedures.

1. 1. All activities must be performed with commitment and professional rigour. Each Addressee must provide professional contributions appropriate to the responsibilities assigned.

1. 1. All Addressees are required to observe and, to the extent of their competence, enforce compliance with the principles contained in the Code: under no circumstances the claim to be acting in the interest of the Company can justify the adoption of conduct in conflict with those set out herein and, in general, with laws, regulations and disciplines.

1. 1. Any situation of conflict of interest between personal or family economic activities and the company position or the body to which the person belongs must be avoided. By way of example, and without limitation, the following situations may give rise to a conflict of interest:
      •  
      • • accept money, gifts (except within the limits of normal courteous relations and provided they are of modest value), favours or other benefits of any kind from persons, companies or entities that are or intend to enter into business relations with the Company;
      • • instrumentalism of the position for the realisation of personal interests, whether or not conflicting with those of Studio Elle;
      • • Concluding, finalising or initiating their own negotiations and/or contracts – in the name of and/or on behalf of the Company – which have as counterparts their own family members or partners, or legal persons of which the Addressee is the owner or in which the Addressee is otherwise interested.

1. 1. Each Addressee is required to safeguard the Company’s assets, guarding its movable and immovable property, technological resources and computer supports, equipment, company products, information and/or know-how.

1. 1. In particular, each Addressee shall
      •  
      • • use company assets according to company policies, scrupulously observing all security programmes to prevent unauthorised use or theft;
      • • avoid improper uses of corporate assets that may cause damage or reduction of efficiency or, in any case, in conflict with the interests of the Company;
      • • maintain the secrecy of confidential information concerning the Company, avoiding disclosing it to third parties;
      • • scrupulously comply with company security policies, so as not to compromise the functionality and protection of IT systems;
      • • not to send threatening or insulting e-mail messages, not to use uneducated or unprofessional language, not to make inappropriate comments that may cause offence to a person and/or damage the company image;
      • • keep and not disclose to unauthorised third parties one’s personal password and access code to the company’s databases;
      • • not reproduce company software for personal use or use the tools provided for private purposes.

1. 1. The good reputation and/or image of the Company represents an essential intangible resource. The Addressees undertake to act in accordance with the principles dictated by this Code in relations with colleagues, customers and third parties in general, maintaining a decent demeanour.

1. 1. In the event of a breach of the aforementioned obligations, the Company is entitled to the immediate termination of existing contracts with offenders, without prejudice to the right to compensation for damages and any further legal action.

CHAPTER II – RELATIONS WITH STAKEHOLDERS

Article 5 – Stakeholders

1. 1. The term Stakeholders refers to those persons involved directly or indirectly in the Company’s activities who have some interest in relation to the decisions, strategic initiatives and possible actions taken by the Company.

1. 1. Stakeholders therefore include, purely by way of example, employees, clients, shareholders, citizens, proxies, collaborators in any capacity whatsoever, suppliers, financial and/or business partners, territorial institutions, trade associations, environmental associations and, more generally, anyone who has an interest in Studio Elle’s activities, both nationally and internationally.

1. 1. Fairness in dealings with such parties is an inalienable objective of Studio Elle, as a primary imperative of the Code, as well as a condition favouring, among other things:
      •  
      • • members’ investment choices;
      • • customer loyalty and trust;
      • • the reliability of suppliers, external collaborators and business partners;
      • • the continuous improvement of relations with the human resources working in the Company;
      • • the development of a virtuous dialogue with local communities and institutions;
      • • management of relations with the Public Administration based on criteria of transparency and fairness;
      • • the management of relations with the authorities inspired by collaboration criteria;
      • • the truthfulness and accuracy of the information provided to avoid and prevent the commission of unlawful acts and offences, with particular reference to those provided for in the Decree.
          For this reason, the conduct of all Addressees of the Code towards Stakeholders must be consistent with the principles of the Code.

Article 6 – Rules of conduct towards members

1. 1. The Company operates by managing the company’s assets on the basis of professionalism, diligence and prudence imposed from time to time and necessary to meet market conditions and legal constraints. Studio Elle ensures compliance with the rules applicable to relations with related parties.

1. 1. Studio Elle recognises the equal dignity and rights of all its shareholders and, being aware of the importance of the role they play, considers it necessary for them to be enabled to participate in the decisions for which they are responsible and to make informed choices. To this end, the Company is committed to providing shareholders with correct and complete information in a timely and transparent manner.

Article 7 – Rules of conduct towards suppliers and external collaborators

1. 1. The Company’s professionalism and commitment characterise the selection and definition of the actions to be developed, the methods through which projects are established and launched, as well as the selection of suppliers and external collaborators (including consultants, agents, etc.) identified from time to time, organising forms of collaboration and mutual exchange and delegating to them the execution of part of their activities.

1. 1. Professional and commercial contributions must be characterised by commitment and professional rigour and must, at all times, be aligned with the level of professionalism and responsibility.

1. 1. Corrupt practices, illegitimate favours, collusive behaviour, solicitation of advantages, payment of tangible and intangible benefits as well as other advantages aimed at influencing or compensating representatives of institutions, or their relatives, and employees of the Group Company are prohibited and prosecuted.

1. 1. Suppliers and external collaborators are selected according to procedures that comply with applicable laws and are constantly guided by criteria of transparency, competitiveness and efficiency. To this end, the managers and employees in charge of the corporate functions/organisational units involved in these processes must, in particular:
      •  
      • • observe internal procedures for selecting and managing relations with suppliers and external collaborators;
      • • give eligible participants equal opportunities to participate in the selection;
      • • verify, also by means of appropriate documentation, that they have the means, including financial means, organisational structures, technical capabilities and experience, quality systems and resources adequate to the Company’s needs and image;
      • • check compliance with labour legislation, including on child labour, health and safety of workers.

1. 1. The selection of suppliers and external collaborators as well as the execution of the relevant contracts are characterised by transparency, certainty and the written form.

1. 1. The Company undertakes to work to ensure that suppliers of financial resources and services respect their commitments, protect and preserve the confidentiality of professional know-how, and demand the same correctness from their counterparts in the management of the relationship.

1. 1. Suppliers and external collaborators shall comply with the principles underlying the Code.

1. 1. The performance of activities by suppliers and external collaborators, whether they are called upon to collaborate with company employees or carry out their activities independently, must comply with the procedures aimed at guaranteeing health and safety in the workplace. The Company brings the content of this Code to the attention of suppliers and external collaborators by making it available.

Article 8 – Rules of conduct towards business partners

1. 1. The Company develops partnership relations with counterparties of established reputation and experience, setting up such relations in compliance with current legislation and the principles of this Code.

1. 1. The Company promotes transparent and collaborative agreements with its partners, enhancing synergies and undertaking not to exploit situations of dependence or weakness of the counterparty, from which it expects the same behaviour.

1. 1. Business partners shall respect the principles underlying the Code.

Article 9 – Rules of conduct towards customers

1. 1. The company bases its activities on respect for the rules of competition, efficiency, effectiveness and economy.

1. 1. The company has defined contractual rules, aimed at customers, that are transparent and consistent with the applicable rules.

1. 1. The Company ensures that those in charge of customer relations are adequately trained and informed about the Code and that they receive sufficient instructions in order to perform their work diligently and professionally, in compliance with defined procedures aimed at optimising customer information and satisfaction.

1. 1. Studio Elle recognises the importance of operating in a competitive market, in compliance with the EU principles of competitiveness and competition, therefore, it is forbidden to adopt behaviours and/or operating practices from which harmful practices and/or restrictions of competition may result.

Article 10 – Rules of conduct in managing relations with human resources

1. 1. The Company recognises the central role of human resources in the achievement of corporate activities and, consequently, adopts procedures and methods of selection, recruitment, training and management marked by respect for human values, the autonomy and responsibility of workers as well as the importance of individual and organised participation and adherence to corporate objectives and values.

1. 1. It is in the Company’s interest to foster the development of each employee’s or collaborator’s potential, by promoting an environment, procedures and work organisation that are consistently marked by:
      •  
      • • respect, also when selecting personnel, the personality and dignity of each individual and prevent, at all times, the creation of situations of discomfort, hostility or intimidation;
      • • the prevention of discrimination, unlawful conditioning and abuse of all kinds;
      • • the enhancement of the innovative and entrepreneurial spirit, within the limits of each individual’s responsibilities;
      • • the definition of roles, responsibilities, proxies and availability of information so that each member of the organisation can take the decisions that are in his or her power in the interest of the Company.

1. 1. Studio Elle hopes that its employees will contribute to maintaining, in the workplace, a climate of mutual respect for each other’s dignity, honour and reputation, and will take steps to prevent insulting, discriminatory or defamatory interpersonal attitudes.

1. 1. The Company’s management is committed to helping combat all forms of discrimination in the workplace – gender, age, disability, ethnicity, religious faith, sexual orientation – while at the same time endeavouring to value diversity within the company organisation, with particular regard to equal opportunities between men and women.

1. 1. The Company demands that harassment of any kind, such as, for example, the creation of a hostile work environment towards individual workers or groups of workers, unjustified interference with the work of others or the creation of obstacles and hindrances to the professional prospects of others, does not occur in internal and external work relations. I In particular, it demands that no harassment or attitudes referable to mobbing or sexual harassment, all of which, without exception, are prohibited, should take place in work relations. Any Company employee who believes he/she has been subjected to harassment or has been discriminated against may report the incident to the Company – according to the procedures specified in the paragraph “Stakeholder Reports” – which will assess the actual violation.

1. 1. In observance of respect for the individual and in compliance with the precepts of law that are binding from time to time, the Company ensures the creation and management of environments and workplaces that are adequate from the point of view of the health and safety of employees. Workers must contribute to safeguarding their own and other people’s safety by complying with the rules and standards provided in this context and promptly reporting to their superior any situation that endangers their own and third parties’ safety. Each Addressee must refrain from working under the influence of alcoholic or narcotic substances, or substances having a similar effect, and from consuming such substances during work and in the workplace. Chronic alcohol and drug addiction states that have an impact on work performance and that can disturb the normal performance of work will be equated with the above cases.

Article 11 – Rules of conduct in relations with institutions

1. 1. The Company’s relations with national, European Union and international public institutions, as well as with public officials or persons in charge of a public service, i.e. bodies, representatives, proxies, members, employees, consultants, persons in charge of public functions or services, of public institutions, public administrations, public bodies including economic ones, of public bodies or companies of a local, national or international nature (“Public Officials”), shall be entertained by each director and each employee, whatever the function or appointment or, where appropriate, by each collaborator, in compliance with the laws in force and on the basis of the general principles of fairness and loyalty.

1. 1. Under no circumstances may sums of money, goods, gifts or other benefits be offered to Public Officials, either directly or through intermediaries, especially in order to obtain advantages of any kind for the Company. Nor may fictitious forms of consultancy or other kinds of relations be used in circumvention of this principle.

1. 1. Should it deem it appropriate, the Company may also support the activities of non-profit foundations and associations or those of high cultural and social standards – provided that they are not political parties or trade union or trade union organisations, or their representatives or candidates – always in compliance with current regulations and the principles of the Code, ensuring control over the management of the contribution granted.

Article 12 – Rules of Conduct for Participation in tender Competitions

1. 1. Should the opportunity arise, when participating in tender procedures, the Company undertakes:
      •  
      • • to act in accordance with the principles of fairness, transparency and good faith;
      • • to assess, at the tender examination stage, the appropriateness and executability of the services required;
      • • to provide all data, information and news requested during the selection of participants and instrumental to the awarding of the tender;
      • • in the case of supplies, to maintain, with the public officials in charge, clear and correct relations, avoiding any behaviour likely to compromise the freedom of judgement of the competent officials.

1. 1. In the event of being awarded the tender, the company undertakes in its relations with the contracting authority:
      •  
      • • to ensure the conduct of negotiation and business relations in a clear and correct manner;
      • • to ensure the diligent performance of contractual obligations.

Article 13 – Rules of conduct in dealings with private parties

1. 1. The Company prohibits all forms of corruption without exception.

1. 1. In detail, it is forbidden:
      •  
      • • offering, promising, giving, paying, soliciting, authorising someone to give or pay, directly or indirectly, including through an intermediary, an economic advantage or other benefits to directors, general managers, managers in charge of drawing up the corporate accounting documents, statutory auditors and liquidators, as well as to any person with management functions, whether of third party companies or private entities, or of the Company itself;
      • • accepting a request from, or solicitation by, or authorising / soliciting someone to accept, directly or indirectly, including through an intermediary, an economic advantage or other benefit from any counterparty, when the intention is to induce the counterparty to perform or omit an act in breach of the obligations inherent in one’s office or the obligations of loyalty, even if the offer, promise or solicitation is not accepted.

CHAPTER III – CONFIDENTIALITY AND SECURITY

Article 14 – Protection of business secrets

1. 1. Without prejudice to the transparency of the activities carried out and the information obligations imposed by the provisions in force, it is the obligation of the Company’s employees to ensure the confidentiality required by the circumstances for each piece of information they learn in the course of their work.

1. 1. Information, knowledge and data acquired or processed in the course of one’s work or through one’s duties belong to the Company and may not be used, communicated or disclosed without specific authorisation from one’s superior in a managerial position in compliance with specific procedures.

Article 15 – Protection of personal data

1. 1. ‘Personal data’ shall mean any information relating to a natural or legal person, body or association, identified or identifiable, even indirectly, by reference to any other information.

1. 1. In order to guarantee the protection of personal data, the Company undertakes to process them in compliance with the fundamental rights and freedoms as well as the dignity of those concerned, with particular reference to confidentiality, personal identity and the right to protection of personal data.

1. 1. Studio Elle guarantees that personal data shall be processed lawfully and fairly, as provided for by the laws in force. In particular, the Company guarantees the relevance of data processing to the stated and pursued purposes, in the sense that personal data shall not be used for secondary purposes without the consent of the data subject.

Article 16 – Health, safety and environment

1. 1. Within the scope of its activity, Studio Elle is inspired by the principle of safeguarding the environment and pursues the objective of protecting the safety and health of the Addressees, adopting all the measures provided for by law for this purpose.

CHAPTER IV – IMPLEMENTATION AND CONTROL

Article 17 – Implementation and control of the Code

1. 1. Control of compliance with the Code is entrusted to the Supervisory Board of the Company appointed pursuant to the Decree.

1. 1. More specifically, the Supervisory Board is assigned, among others, the following tasks:
      •  
      • • promote and monitor compliance with the Code, with a view to avoiding the danger of the offences provided for in the Decree being committed;
      • • commenting on ethical issues that may arise in the context of company decisions and alleged violations of the Code;
      • • operationally support the Company’s organisational units in the interpretation and implementation of the Code, as a constant reference tool for the correct conduct to be adopted during the performance of their activities;
      • • examine reports of possible violations of the Code, promoting the most appropriate checks;
      • • report any violations of the Code to the competent corporate bodies, suggesting the sanction to be imposed and verifying the effective application of any measures imposed;
      • • coordinate the periodic review of the Code, including through its own proposals for adaptation and/or updating;
      • • promote awareness of the Code of Ethics also through communication and specific training programmes for the Company’s management and employees.

Article 18 – Internal Control and Risk Management System

1. 1. The term ‘internal control and risk management system’ refers to the set of rules, procedures and organisational structures designed to enable the identification, measurement, management and monitoring of the main risks, with the aim of ensuring compliance with the law, the articles of association and corporate procedures, protecting corporate assets, effectively managing corporate activities and clearly providing true and correct information on the balance sheet, economic and financial situation.

1. 1. An effective internal control and risk management system contributes to a business conduct that is consistent with the company’s objectives.

1. 1. It is the Company’s task to disseminate, at all levels, an internal culture characterised by awareness of the existence of controls and oriented towards the exercise of control.

1. 1. Within the scope of their duties, each to the extent of his or her competence, managers and employees are required to participate in the realisation and implementation of an effective corporate control system. The control and supervisory bodies and the auditing firm have free access to data, documentation and information useful for the performance of their activities.

Article 19 – Reporting by Stakeholders

1. 1. All Stakeholders may report, in writing also anonymously through special confidential information channels, any breach or suspected breach of the Code to the Supervisory Board, which shall analyse the report, possibly hearing the author and the person responsible for the alleged breach. If the report is not addressed directly to the Supervisory Board, the recipients of the report (managers, employees, members of the corporate bodies, auditing firms) shall promptly transmit to the Supervisory Board the original of what they have received, adopting operating procedures to ensure appropriate confidentiality in order to protect the effectiveness of the investigations and the honourableness of the persons concerned. Any documentation relating to the reported facts must also be forwarded to the Supervisory Board for the assessments within its competence. The following must also be communicated, by way of example:
      •  
      • • any omissions, neglect or falsification in the keeping of accounts or in the preservation of documents on which accounting records are based;
      • • any irregularities or malfunctions relating to the management, including with regard to resources from parties that have business relations with the Company, and to the manner in which services are provided;
      • • any offers of gifts (exceeding a modest value) or compensation from persons with whom the Company has business dealings;
      • • any orders received from a superior and deemed contrary to the law, internal regulations, the Organisation, Management and Control Model or this Code.

1. 1. Reports can be sent as follows:
      •  
      • • verbal communication to the Supervisory Board;
      • • ordinary mail to the address: Organismo di Vigilanza Studio Elle S.r.l. c/o Campa Avvocati, Via Anghileri n. 2, 23900 – Lecco (LC)
      • • e-mail: ODV@studioelletextile.it.

1. 1. In the event of any report, the Supervisory Board guarantees the absolute confidentiality of the identity of the reporting party in good faith, insuring him against any form of retaliation, discrimination or penalisation during and after the inspection activity.

Article 20 – Sanctioning system

1. 1. Upon receipt of the report and having carried out the appropriate investigations, the Supervisory Board communicates its assessment to the competent organisational structures, also on the basis of the disciplinary system.

1. 1. In any case, the stages of contesting the breach, as well as those of determining and actually applying the sanctions, are carried out in compliance with the laws and regulations in force, as well as with the provisions of collective bargaining and company disciplinary codes, where applicable.

1. 1. Compliance with the Code must be considered an essential part of the contractual obligations of Company employees, pursuant to and for the purposes of the provisions of Article 2104 et seq. of the Italian Civil Code. Violation of the provisions of this Code damages the relationship of trust established between the employee and the Company to which he/she belongs and may lead – in compliance with the procedures set out in Article 7 of Law 300/1970 (Workers’ Statute) as well as collective labour agreements – to disciplinary and compensation actions. The imposition of sanctions, after consulting the Supervisory Board, is the responsibility of the Administrative Body of the company and/or the person holding disciplinary power.

1. 1. In the event of violations of the provisions and rules of conduct by members of the administrative body and of the control body, the Supervisory Board shall promptly inform the other members of the administrative body and of the control body, respectively, of what has happened. The recipients of the information from the Supervisory Board may take the appropriate steps in order to adopt the most suitable measures provided for by law.

1. 1. With regard to Recipients other than employees (suppliers, consultants and anyone who has established a collaboration relationship), the Company shall provide, in the relevant contracts, for the right to terminate the contractual relationship in the event of conduct and actions taken in violation of the principles contained in the Code.

CHAPTER V – FINAL PROVISIONS

Article 21 – Communication and training

1. 1. The Company undertakes to promote and ensure adequate knowledge of the Code by disseminating it to the parties concerned through appropriate and adequate communication activities.

1. 1. In order to ensure the correct understanding of the Code by all its addressees and to guarantee continuous awareness of the values and ethical standards it contains, the Company ensures an adequate training programme.

Article 22 – Amendments, Variations, Supplements

1. Any changes and/or additions thereto shall be approved by the Board of Directors and promptly disseminated to the Addressees.