Approved by Board of Directors on 26/01/2016

 

1 Roberto Cavalli S.p.A: Code of Ethics

1.1 Mission and Values
1.2 Validity and Application of the Code
1.3 Diffusion of the Code

2 Ethical Principles

2.1 Compliance with the Law and the Code
2.2 Value of the Person and of Human Resources
2.3 Quality and Professionalism
2.4 Honesty, Fairness, Transparency and Loyalty
2.5 Confidentiality
2.6 Eco - Sustainability

3 Conduct Principles

3.1 Work Safety and Environment Protection Policies
3.2 Conflict of Interests
3.3 Presents, Complimentary Gifts and Other Benefits
3.4 Use of Company Goods and Documents
3.5 Events and Travels
3.6 Prevention and Money Laundering
3.7 Relations with Clients and Protection of Economic Competition

4 Transparency in Accounting Information and Internal Controls

4.1 Principle of Transparency
4.2 Transparency of Accounts
4.3 Controls and Verifications

5 External Relations

5.1 Relations with Clients
5.2 Relations with Suppliers and Consultants
5.3 Relations with the Organismo di Vigilanza and Control Authorities
5.4 Relations with the Public Administration
5.5 Relations with Political Parties, Unions and Associations or Onluses
5.6 Relations with financial Institutions
5.7 Relations with Media
5.8 Protection of Personal Information

6 Implementation Rules

6.1 Disciplinary System
6.2 Functions of Reference for the Application of the Code
6.3 Coordination with Other Company Procedures

7 Entry into Force and Modifications

 

1 ROBERTO CAVALLI S.P.A.: CODE OF ETHICS

Roberto Cavalli S.p.A. (hereinafter referred to as the Company) is a company developing its activity within the Haute Couture world market.
The Company adopted this Code of Ethics (hereinafter referred to as the Code) to define ethical and conduct principles to be shared and respected by any person operating on behalf of Roberto Cavalli S.p.A. and the companies in Italy or abroad it directly or indirectly controls (hereinafter referred to as the Group).
This Code of Ethics integrates and is strictly connected with the principles of conduct and provisions established in the Organizational, Management and Control Model adopted by the Company, as to Italian Legislative Decree 231/01 ruling the discipline of the administrative responsibility of juridical persons, companies and associations.

1.1 MISSION AND VALUES

Roberto Cavalli S.p.A. Mission consists in creating products unique in their kind, carefully focusing on the client’s desires and needs while keeping constantly high professional standards.

In the pursuit of its targets, the Company aligned to the following ethical principles:

i) Compliance with the legal provisions and regulations in force in any country in which Roberto Cavalli S.p.A. operates;
ii) Value of the single person and of human resources;
iii) Quality and professionalism;
iv) Honesty, fairness, transparency and loyalty;
v) Confidentiality;
vi) Protection of economic competition;
vii) Transparency;
viii) Eco-sustainability.

Anybody working at any title for the Company and within his/her responsibilities shall commit to observe and ensure the respect of the above-mentioned principles in the name of loyalty, good faith and fairness.

 

1.2 VALIDITY AND APPLICATION OF THE CODE

This Code of Ethics contains the principles of conduct as well as the provisions addressed to: Directors and members of the Corporate Body, employees, collaborators and anybody operating in the name and on behalf of Roberto Cavalli S.p.A. or companies of the Group (hereinafter referred to as Recipients).
Besides this, the Group requests the adoption of a conduct coherent with the principles and provisions ratified in this Code by any Supplier and Partner.
This Code of Ethics shall be valid in any European country were the Group operates, even in consideration of cultural, social and economic differences of each single reality.
Recipients shall know and respect the Code contents in view of an effective collaboration.

1.3 DIFFUSION OF THE CODE

The Company commits itself to ensure the diffusion of this Code and its real and effective application. Besides, the Company commits itself to verify any report of breach to the Code, applying the appropriate sanctions should these be required and avoiding the person who reported the breach suffers any kind of retaliation.

 

2 ETHICAL PRINCIPLES

2.1 COMPLIANCE WITH THE LAW AND THE CODE

Compliance with legal provisions and regulations existing in the countries where the Group operates is one of the essential principles which the activities developed in the name and on behalf of Roberto Cavalli S.p.A. must inspire to.

The Company considers as essential even the compliance with the conduct principles and provisions contained in this Code, according to which any Recipient shall:

 -     provide his/her highest collaboration to ensure the comprehension and the respect of the Code, standards, procedures and safety regulations;

 -     promptly inform the Organismo di Vigilanza about any breach, even if just alleged, to this Code they may have directly or indirectly detected;

 -     avoid any conduct in contrast with the provisions of the Code;

 -     report to their direct superior or the Organismo di Vigilanza about any direct or indirect information which may be considered as a breach to the Code, as well as any request of breach they may be directly addressed about.

 

2.2 VALUE OF THE PERSON AND OF HUMAN RESOURCES

In consideration of the central importance of human resources, the Company aims to keep and encourage a positive working environment, oriented towards the protection of individual freedom, dignity and inviolability as well as to the principles of integrity in interpersonal relationships.
Personnel selection and hiring shall be performed within the most rigorous respect of the procedures and inspired to transparency principles in the assessment of the requirements of competency and professionalism, individual skills and potentiality. The Company opposes any behavior or attitude that is discriminatory or damaging to the individual, his/her preferences and beliefs.
Any form of psychological, physical and sexual harassment is forbidden as well as any form of labor exploitation.
The Company trusts any employee to do his/her better in creating a serene and respectful work environment. Therefore, it will not allow and accept conducts such as being at work under the effect of alcohol, drug or similar things or exchange or use such substances while working.

2.3 QUALITY AND PROFESSIONALISM

The Company is constantly engaged to ensure the quality of his products. In the pursuit of such goal, the Company considers as a prerequisite that its resources and third parties with which he operates develop their activity with reliability and professionalism.
Since ever, the quality of Roberto Cavalli products is supervised, optimized and constantly innovated even through a quality management system which offers uniformity, transparency and general improvement of processes and products.
Each Recipient shall carry out his/her work activity and develop his/her performances with care, efficiency and fairness, with the best use of tools and time and in compliance with the responsibilities related to the requested tasks.

2.4 HONESTY, FAIRNESS, TRANSPARENCY AND LOYALTY

Honesty

Honesty is the main principle to any Company activity and represents the essential value of the Company organization management. In no case, the pursuit of the Company interests can justify a dishonest conduct

Fairness and Transparency

The Company engages itself to operate in a clear and transparent way without favoring any group of interest or single person. Recipients shall not use for personal purposes information, goods and tools they are provided with for the development of their function or task, and they shall not accept or make, for themselves or towards others, pressures, recommendations or reports which may cause damage to the company or illicit advantages for themselves, the company or third parties. Recipients shall refuse and shall not promise illicit money or other benefits.

Loyalty

The Company believes that loyalty towards both the Company and other persons is an essential principle to create a serene and proactive working environment.

2.5 CONFIDENTIALITY

Recipients shall ensure the highest confidentiality to news, data and information about the Company’s assets or business, in compliance with the existing law requirements, regulations and procedures. Recipients shall not use such confidential information for purposes which are not related to the exercise of their function or task.
The Company protects the personal data processed in the framework of its activity so as to avoid improper or even illegal use of the same adopting specific procedures aimed at the adequate information for the data subjects.

2.6 ECO - SUSTAINABILITY

The Company pursues the creation of a company system and production process compliant with the law provisions on eco-sustainability with the engagement of fashion producers, suppliers and operators who have based their activity on the respect of environment and people.

 

3 CONDUCT PRINCIPLES

3.1 WORK SAFETY AND ENVIRONMENT PROTECTION POLICIES

The Company believes that human resources protection and safety is a fundamental element and therefore it diffuses and consolidates the safety culture, developing awareness of risks and promoting responsible conducts in anybody operating on behalf of the Company.
Operations shall be carried out in compliance with safety, prevention and protection measures against work accidents and occupational diseases.

For any activity and decision, the Company shall keep into its consideration:

-   The risk assessment, included those which cannot be eliminated,

-   The prevention plan, adopting a model able to respond to the best practices about work organization, conditions and environment,

-   The aim, where possible, to avoid or eliminate risks at source or to replace the hazardous sources with others with lesser risks,

-   The adoption of the necessary collective and individual safety measures,

-   The appropriate and complete training to employees.

Within the environment protection perspective common to everybody, the Group engaged itself in the compliance with the law in force in any country it operates.

3.2 CONFLICT OF INTERESTS

The interested parties shall not be in situations or activities which may lead to conflicts of interest with the interests of the Company, or which could interfere with their capability to take impartial decisions.
Some activities showing a conflict of interests are, for instance:

-   personal interests (direct or indirect, clear or hidden) of the Recipient in activities with suppliers, clients, competitors or external subjects already in contact with the Company or who want to conduct business with it,

-   use of information acquired during the development of the work activity for personal or third party advantage, in contrast with those of the Company,

-   manipulation of the function for activities or interests in contrast with those of the Company.

Should the Recipient be in a situation of even potential conflict about the interests of the Company, he shall inform his direct superior or, in the most serious cases, the Organismo di Vigilanza. Besides, the Recipient shall avoid getting in contact with any activity causing the conflict.
The Recipient shall immediately provide his direct superior or, in the most serious cases, the Organismo di Vigilanza with the information which can bring to the assumption or the forecast of a situation of possible conflict with the interests of the Company.
Recipients shall behave in compliance with ethical and lawful standards and specifically in a manner which avoids discrimination, collusion or corruption or bring advantage personally to them or to others.
Recipients, Company Functions or the members of the Board of Directors shall exempt themselves from activities or situations in contrast with the guideline of Italian Legislative Decree 231/2001 and its following modifications and integrations.

3.3 PRESENTS, COMPLIMENTARY GIFTS AND OTHER BENEFITS

In the relationships with clients, suppliers or third parties, no direct or indirect gift or benefit is allowed in the aim to obtain undue advantages of any nature in favor of the activity related to the Company.
However, expressions of commercial courtesy are allowed if of limited economic value and if in compliance with the Company rules or the law which may be applied. These expressions shall neither compromise the reputation and the integrity of the Recipient nor influence his judgment.
In particular, it is forbidden any form of gift to Italian or external public officers or to their relatives, since they could influence the independence of their judgment in the aim to get more favorable treatments or illicit performances or any kind of advantage.

3.4 USE OF COMPANY GOODS AND DOCUMENTS

Each Employee is responsible for the correct use of the goods made available by the Company, be they material or not and including confidential information within their last category.

Each Employee:

-   Shall use such goods with the highest care possible avoiding conducts in contrast with the Company procedures established to the use of these same goods.

-   Shall avoid the use of such goods in contrast with the existing laws of the Countries where these same goods are used and in general unsuitable uses or uses in contrast with the public morals and policies.

-   The use of these goods is strictly forbidden for offences and acts aiming to commit or inspire crimes, including those acts which may express racial intolerance, violence or violation of human rights.

The use of the Company goods for reasons which are not included in the company policies may cause important and serious damages to the same Company.
A non-authorized or improper use which causes damage to the Company shall be pursued with the compensation of the damage and appropriate disciplinary sanctions to the responsible person.

Digital Information

To grant safety, integrity and efficiency of the Company data forwarded or saved in digital format, each Recipient shall:

-   Not send e-mail messages containing threats or insults and avoid obscene and offensive terminology. The Recipient shall prevent from expressing inappropriate comments or judgments which may offend a person or the image of the Company, violating therefore its values: for this reason, sexual harassment, racial discriminations and other forms of discrimination shall be sanctioned,

-   Avoid any action which may bring an unjustified increase in the data traffic or in the information within the Company network, so not to jam the efficiency of such network which could negatively impact on productivity,
-   Not consult internet sites containing offensive, pornographic or other materials against the common morals or laws in force,

-   Carefully respect the Company procedures about data safety so not to compromise the protection of the information system,

-   Not use unauthorized programs unreliable to the information safety, avoiding the use of unauthorized copied programs for personal, company or third party use.

Confidential Information

Confidential information (projects, offers, strategies, agreements, non-marketed products, client lists, etc.) can externally be divulged only in compliance with the Company procedures.
Confidential information collected by the Recipient cannot be used for personal benefit or for the benefit of his partners, family members or close relatives.

Company Documentation

Each Employee shall keep, according to the Company procedures, the documentation necessary to the development of his task. It shall be possible to verify it whenever requested for controls and examinations.
Such documentation shall clearly show the real nature of each performed operation. Hence, any document kept in a form different from the above-mentioned principles shall not be accepted by the Company.

3.5 EVENTS AND TRAVELS

The organization of events and travels shall be performed in full respect of procedures and instructions the Company may accordingly decide and Employees and Recipients shall respect what decided by the Company about events or travels necessary to their work activity. Of course, events and travels shall be compliant with the needs of their tasks.
Employees and recipients shall observe procedures about advances and travel reimbursements in full respect of transparency, traceability and competence criteria.
The Company shall only reimburse reasonable and authorized expenses in compliance with the related Company procedures.

3.6 PREVENTION AND MONEY LAUNDERING

NIn consideration of the different relationships established by the Company, the Recipient shall adopt a conduct and develop the business in such a way to avoid his/her implication in situations attributable and connected to money laundering from illicit or criminal activities or goods or other utilities of unlawful origin.
Recipients interested by these processes shall comply with the money laundering regulations about the identification of involved objects and dubious operations.
Recipients shall be compliant with both national and international standards and provisions about money laundering prevention.

3.7 RELATIONS WITH CLIENTS AND PROTECTION OF ECONOMIC COMPETITION

The Company shall facilitate the client highest satisfaction providing exhaustive and exact information on the offered products and services so to foster informed choices.
The Company operates in full respect of the rules on protection of economic competition and abstains from implementing and/or promoting conducts which could include forms of unfair competition.

 

4 TRANSPARENCY IN ACCOUNTING INFORMATION AND INTERNAL CONTROLS

4.1 PRINCIPLE OF TRANSPARENCY

Thanks to correct and precise records, the verification of any operation is made possible by the Company.
Any operation and/or activity shall be lawful, authorized, coherent, documented and verifiable in compliance with the Company procedures.
The Company procedures shall allow any control on operations, authorization processes and execution of the same operations.
Employees and Collaborators performing operations money, goods or other Company utilities shall provide evidence necessary to carry out the control on such operations.

4.2 TRANSPARENCY OF ACCOUNTS

The Company accounts responds to the general principles of truth, accuracy, completeness and transparency of the registered data.
The Recipients of this Code of Ethics shall abstain from committed or omitted conduct which directly or indirectly breaches the regulatory principles and/or the internal procedures about the composition of accounting documents, their presentation outside the Company premises and their keeping.

The Recipients of this Code of Ethics shall also keep and make available, for any performed operation or transaction, the appropriate support documentation for:

➢ Proper book-keeping records ➢ Immediate identification of features and motivations ➢ Easy formal and chronological reconstruction ➢ Verification of the decisional process, authorization and realization, in terms of validity, consistency and fairness as well as the identification of the different levels of responsibility.

The Recipients of this Code of Ethics who should become aware of omissions, forging or negligence in the accounting records or in the support documentation shall immediately inform their direct superior and the Organismo di Vigilanza and/or the General Management.
The Company promotes training and updates for its administrative functions in compliance with the rules (laws or regulations, internal prescriptions, union provisions) about training and accounting document management.

4.3 CONTROLS AND VERIFICATIONS

The Company ensures the access to any information and document to the persons entitled and provides any information fostering controls through its Directors and functions.
During controls and verifications, Directors, Employees and Collaborators shall adopt a transparent and traceable conduct without impeding the activities of control and verification.

 

5 EXTERNAL RELATIONS

5.1 RELATIONS WITH CLIENTS

The Company shall facilitate the client highest satisfaction providing exhaustive and exact information on the offered products and services so to foster informed choices.
The company operates in full respect of the rules on protection of economic competition and abstains from implementing and/or promoting conducts which could include forms of unfair competition.

5.2 RELATIONS WITH SUPPLIERS AND CONSULTANTS

Purchasing processes shall be based on the research of the maximum possible benefit for the Company to develop its competitiveness on the market besides being linked to concepts and rules of loyalty and impartiality towards any Supplier with the requested requirements. The suppliers’ cooperation for the constant satisfaction of the client through the compliance with the terms of delivery and quality shall be one of the most important guidelines.
SContract agreements with the Suppliers shall be clear and shall prevent, when possible, from entering into contractual relationships which may determine forms of dependency.
In the selection of the Suppliers, it will be important, especially in those countries defined “at risk” by the recognized organizations, to keep into account the offered guaranties about the fundamental rights of workers, of non-discrimination and protection of child labor.
Consultants

Consultants are selected according to their competence and reputation, besides their reliability and adoption of values similar to those described in this document. Relationships with consultants are based upon transparent agreements and a constructive dialogue aiming to reach the common purposes in compliance with the standards and principles of this Code of Ethics.

5.3 RELATIONS WITH THE CONTROL BODIES AND CONTROL AUTHORITIES

The Company carefully observes the rules fixed by Control Bodies and Control Authorities for the compliance with the existing standards.
The relations with these Bodies feature a very high cooperation towards the respect of their institutional role and with the engagement to provide a prompt execution of their prescriptions.

5.4 RELATIONS WITH THE PUBLIC ADMINISTRATION

The Company inspires and aligns its conduct to the principles of transparency, fairness and honesty in its relations with the Public Administration avoiding conducts which may generate the impression the Company aims to influence decisions in an inappropriate way or to request treatment of favor.
Relations with Public Officers shall be kept by the appointed functions under regular authorization, in compliance with the highest observance of legal provisions and regulations and they cannot compromise the integrity and reputation of the Company.
In this aim, Recipients shall engage in not offering or promising, directly or through mediators, sums of money or other kinds of economic benefits to public officers or to public service appointed persons so to condition the execution of their duties.
These requirements cannot be circumvented using different forms of contributions which, under the guise of professional appointments, expert advice, advertisement or other, have the same above-mentioned forbidden purposes.

5.5 RELATIONS WITH POLITICAL PARTIES, ASSOCIATIONS AND ONLUSES

The Company does not directly or indirectly finance political parties or single politicians.
Recipients acknowledge and accept that should they be interested in any form of political involvement, they will do it only on personal basis, at their own expenses, outside the working time and not in the Company premises.
Projects designed for public interest or aligned with the interests of the Company shall be cooperated with such institutions if the destination of the economic resources is clear, documented and authorized by the appointed Company Function.

5.6 RELATIONS WITH FINANCIAL INSTITUTIONS

The Company has founded its relations with financial institutions based on fairness and transparency. In the selection of financial institutions, the Company keeps into high consideration their adoption of values similar to those expressed in this Code of Ethics.

5.7 RELATIONS WITH MEDIA

The Company enhances its image even through communication and advertisement.
Relations with the Media are kept by the expressly appointed Company Function in compliance with the principles of fairness, transparency and truth.
It is absolutely forbidden to spread false news.

5.8 PROTECTION OF PERSONAL INFORMATION

The Company grants the protection of personal information¹ and engages itself to process it in compliance with the existing rules of the Countries where it operates. Should the law request it, the Company shall ask the explicit consent to process personal information.
The Company in any case engages itself in processing the collected data with transparency, lawfulness and pertinently to the declared purposes. The Company shall guarantee the security of the stored data.

________________________________________

¹“Personal Information” refers to any information about an identified or identifiable, even indirectly, physical person or a body.

 

6 IMPLEMENTING RULES

6.1 DISCIPLINARY SYSTEM

The compliance with the Code of Ethics is essential to the Company which therefore applies, in case of breach, through the appropriate functions, the disciplinary system according to the applicable provisions and to the modes and measures proportioned to the breach.

6.1.1. Employees and Directors

As to art. 2104 of the Italian Civil Code, the respect of this Code is a duty to Employees
The disrespect of the Code provisions shall be considered as a serious default to the employment relationship and a disciplinary offence pursuant art. 7 Law 300/1970 and shall imply the payment of damages caused to the Company.
The breach of principles and conducts described in the Code of Ethics will be appropriately prosecuted independently from the potential criminal relevance of conducts and from the instauration of a criminal prosecution for those cases in which conducts are considered as an offence.
For Employees, it will be possible to adopt disciplinary measures compliant with the provisions and logics of the applied employment relationship. Disciplinary measures are warnings or admonition to suspension from work without retribution and in the most serious cases warnings to dismissal. Before applying a disciplinary sanction, the interested person is given the possibility to provide explanations about his/her conduct.

6.1.2. Collaborators, Consultants and Other Third Parties

Collaborators, consultants and independent workers who operate for the Company and its third parties, who have signed this Code of Ethics or an extract of it or anyways the acceptance of its provisions and principles, shall be under the condition to conclude contracts of any nature with the Company and the other subjects in respect of the signed or in any case approved provisions, even for facts concluding from the same, since they are considered as integrant part of the above mentioned contracts. In the light of this, any possible breach of the Code of Ethics, according to its gravity, can legitimate the Company to terminate the existing contract agreements, since such breach can be considered as the cause for an automatic resolution of the contract as to art. 1456 of the Italian Civil Code.
Specific modes to the resolution of the contract agreement will be activated for consultants, collaborators, clients, suppliers and any other subject under a contract agreement with the Company.
Without prejudice, besides, to the potential payment of damages that the Company may have suffered for the breach of the Code of Ethics provisions from the above-mentioned subjects.
Without prejudice, besides, to the potential payment of damages that the Company may have suffered for the breach of the Code of Ethics provisions from the above-mentioned subjects.

6.2 FUNCTIONS OF REFERENCE FOR THE APPLICATION OF THE CODE

The Functions of reference for the application of the Code of Ethics are the following:

 -  Organismo di Vigilanza: in compliance with Italian Legislative Decree 231/2001, the Body shall assess the possible reported breaches to the Code, performing any verification they consider as necessary and using in this aim any structure of the Group. The Organismo di Vigilanza, once assessed the kind and gravity of the non-compliance, informs the Directors

 -  Human Resources Director: he/she shall disclose and promote the Code within the Companies of the Group. Together with the Directors and the Organismo di Vigilanza, he/she shall apply the appropriate disciplinary measures in case of breach to the provisions of this Code.

6.3 COORDINATION WITH OTHER COMPANY PROCEDURES

Should even a single provision of this Code of Ethics be in conflict with the provisions established in the Company regulations and procedures, the Code of Ethics will prevail on any of such provisions. However, this Code doesn’t replace the present and future Company procedures, which remain effective as far as they do not contrast the Code.

 

7 ENTRY INTO FORCE AND MODIFICATIONS

This Code of Ethics has been approved by the Board of Directors of Roberto Cavalli S.p.A. on 26^th January 2016 and its entry into force corresponds to its date of approval.

Any variation and/or integration to this Code of Ethics shall be approved by the Board of Directors after consultation with the Organismo di Vigilanza according to what follows:

a. The Organismo di Vigilanza shall periodically examine the Code of Ethics for the produced lawful or company modifications and suggests modifications and/or integrations

b. b. The Board of Directors examines the Organismo di Vigilanza suggestions and accordingly approves, making the approved modifications immediately operational.

In case of update, modification and/or integration to the Code of Ethics, the Company shall immediately inform the Recipients.