- Worldwide shipping
- Fastest growing clothing company 2020
- 140+ stores worldwide
-
150+ negozi in tutto il mondo
- Worldwide shipping
- Fastest growing clothing company 2020
- 140+ stores worldwide
-
150+ negozi in tutto il mondo
1. Definitions
2. Regulatory framework
2.1 Introduction
2.2 Nature of liability
2.3 Fact patterns of crime and misdemeanor
2.4 Penalty apparatus
2.5 Attempt
2.6 Alterative events of the institution
2.7 Crimes committed abroad
2.8 Codes of Conduct prepared by associations representing entities
3. The Governance Model and Organizational Structure of Dan John S.p.A.
3.1 Dan John S.p.A.
3.2 The Company's Governance Instruments
3.3 Model and Code of Ethics
4. The 231 Model of Dan John S.p.A.
4.1 The Function of the Model
4.2 The methodology for preparing and updating the Model
4.3 The content and structure of the Model
4.4 Update and adjustment
4.5 Offenses relevant to the Company
4.6 Recipients of the Model
5. Supervisory Board
5.1 Identification, appointment and dismissal of the Supervisory Board
5.2 Functions and powers of the Supervisory Board
5.3 Information flows to and from the Supervisory Board
5.3.1 Disclosure to the Supervisory Board
5.3.2 Reporting by the Supervisory Board to corporate bodies
5.3.3 Collection and storage of information
6. Duty to report wrongdoing and the protection of the employee who does so (so-called Whistleblower)
6.1 Manner of Reporting - Protection of the Whistleblower - Article 6, paragraph 2-bis, Legislative Decree 231/2001
6.2 Content of the report
6.3 Report management
6.4 Protection of the reporter
6.5 Protection of Confidentiality
6.6 Data Processing for Privacy Purposes
7. The penalty system
7.1 General Principles
7.2 Measures towards employees
7.3 Measures against managers
7.4 Measures against Directors
7.5 Measures against mayors
7.6 Measures towards other Recipients
8. Communication and Training
8.1 Communication
8.2 Training
9. Code of Ethics of Dan John Spa
9.1 General principles: sustainability and corporate responsibility
9.2 Canons of behavior and relations with Stakeholders.
9.3 Code of Ethics enforcement tools
9.4 Scope and frameworks of the Code of Ethics
1. Definitions
On June 8, 2001, Legislative Decree No. 231 (hereinafter, "Legislative Decree 231") was enacted - in execution of the delegation of authority under Article 11 of Law No. 300 of September 29, 2000 - containing the "Regulations on the administrative liability of legal persons, companies and associations, including those without legal personality."
The Decree finds its primary genesis in a number of international and EU conventions ratified by Italy that impose forms of liability on collective entities for certain types of offenses: these entities, in fact, can be held "liable" for certain offenses committed or attempted, including in the interest or to the advantage of the same, by members of top management (the so-called "apical" or simply "apical" persons and by those who are subject to the direction or supervision of the latter (Art. 5, paragraph 1 of Legislative Decree no. 231/2001).d. persons "in top positions" or simply "apical") and by those who are subject to the direction or supervision of the latter (Article 5, paragraph 1, of Legislative Decree No. 231/2001) .
Legislative Decree No. 231/2001 thus innovates the Italian legal system in that entities are now directly and independently subject to sanctions of both a pecuniary and disqualifying nature in relation to offenses ascribed to persons functionally related to entities under Article 5 of the Decree.
The administrative liability of entities is independent of the criminal liability of the individual who committed the crime; it does not replace but is in addition to the personal liability of the individual who committed the crime.
It is, however, excluded if the entity involved has, among other things, adopted and effectively implemented, prior to the commission of the crimes, organizational, management and control models suitable for preventing the crimes themselves; these models may be adopted on the basis of codes of conduct (guidelines) drawn up by associations representing companies, including Confindustria, and communicated to the Ministry of Justice.
Administrative liability is, in any case, excluded if the top individuals and/or their subordinates acted in their own exclusive interest or that of third parties.
With reference to the nature of administrative liability under Legislative Decree No. 231/2001, the Illustrative Report to the decree emphasizes the "emergence of a tertium genus that combines the essential features of the criminal and administrative systems in an attempt to reconcile the reasons of preventive effectiveness with those, even more inescapable, of maximum guarantee."
The Decree has, in fact, introduced into our system a form of liability of entities of an "administrative" type - in deference to the dictate of Article 27, Paragraph 1, of our Constitution, "Criminal liability is personal."
In this sense, see - among the most significant - Articles 2, 8 and 34 of Legislative Decree no. 231/2001 where the first reaffirms the principle of legality typical of criminal law; the second affirms the autonomy of the entity's liability with respect to the ascertainment of the liability of the natural person perpetrator of the criminal conduct; and the third provides for the circumstance that such liability, dependent on the commission of a crime, is ascertained in the context of criminal proceedings and is, therefore, assisted by the guarantees proper to the criminal trial. Consider, moreover, the afflictive nature of the sanctions applicable to the entity.
Criteria for imputation of liability
The commission of one of the crimes specified in the Decree is a prerequisite for the applicability of the regulations dictated by it.
The Decree provides imputation criteria of an objective nature and criteria of a subjective nature.
Objective criteria for imputation of liability
Objectively speaking, the entity is liable where the crime that is a precondition for the administrative offense has been committed:
The crime is considered to have been committed in the interest of the entity in the case where, on the basis of an assessment made ex ante, it is considered that the perpetrator acted with the intention of bringing the entity a benefit of any kind, regardless of its actual achievement; on the other hand, the crime is committed for the benefit of the entity in the case where, considering a posteriori the effects of the agent's conduct and therefore regardless of his or her initial intentions, it can be affirmed that the entity has gained a benefit of any kind from the commission of the offence. With regard to culpable offenses, the offense is considered to have been committed for the benefit of the entity in the event that the conduct was carried out with a view to saving the entity money, resources or time.
The second objective imputation criterion consists of the perpetrator of the unlawful act. As anticipated above, in fact, the entity is liable for the tort committed in its interest or to its advantage only if it was carried out by one or more qualified individuals, whom the Decree groups into two categories:
If more than one person cooperates in the commission of the crime (giving rise to concurrence of persons in the crime: art. 110 of the Criminal Code), it is sufficient that one of the above persons makes a conscious causal contribution to the commission of the crime.
Subjective criteria for imputation of liability
Subjective imputation criteria pertain to the profile of the entity's culpability.
The liability of the entity is excluded, if it -before the commission of the crime has adopted and effectively implemented an organizational and management model suitable for preventing the commission of crimes of the kind that was carried out.
The Decree, as specified in Article 6, paragraph 2, outlines the content of organization and management models by providing that they, must:
Article 7, paragraph 4, of the Decree also defines the requirements of the effective implementation of organizational models:
With reference to health and safety offenses from which the entity's administrative liability may arise, Legislative Decree No. 81 of April 9, 2008 bearing the Consolidated Occupational Health and Safety Act establishes, in Article 30 (Organization and Management Models), that the organization and management model suitable to be effective in exempting administrative liability, adopted and effectively implemented, must ensure a company system for the fulfillment of all related legal obligations:
This organizational and management model, pursuant to the aforementioned Legislative Decree No. 81/2008, must:
Upon first application, corporate organization models are presumed to comply with the requirements of the preceding paragraphs for the corresponding parts if they are defined in accordance with the UNI-INAIL Guidelines for an occupational health and safety management system (SGSL) of Sept. 28, 2001, or the British Standard OHSAS 18001:2007. For the same purposes, additional business organization and management models may be specified by the Standing Advisory Commission on Occupational Health and Safety.
2.3 Fact patterns of crime and misdemeanor
Under the Decree, the entity can be held liable only for the crimes expressly referred to in the Decree itself, if committed in its interest or to its advantage by the persons qualified under Article 5, paragraph 1, of the Decree itself or in the case of specific legal provisions that refer to the Decree, as in the case of Article 10 of Law No. 146/2006.
The cases can be included in the following categories for convenience of exposition:
Finally, it is specified that the entity may be held liable in Italy for crimes covered by Legislative Decree No. 231/2001 committed abroad (Art. 4 Legislative Decree No. 231/2001)[1].
By Law No. 179 of November 30, 2017, paragraph 2-bis was added to Article 6 of Legislative Decree 231/2001 with the aim of regulating reports of illegal behavior.
Specifically, it was stipulated for the purpose of exemption that the Models must provide:
The following sanctions are provided for in Articles 9 - 23 of Legislative Decree No. 231/2001 against the entity as a result of the commission or attempted commission of the above-mentioned crimes:
The pecuniary penalty is determined by the criminal court through a system based on "quotas" in a number of not less than one hundred and not more than one thousand and in an amount varying from a minimum of 258.22 euros to a maximum of 1549.37 euros. In the commensuration of the pecuniary penalty, the judge determines:
Disqualification penalties apply in relation only to the crimes for which they are expressly provided for and provided that at least one of the following conditions is met:
Disqualification penalties are provided for the commission of: crimes against the Public Administration, certain crimes against public faith, crimes relating to terrorism and subversion of the democratic order, crimes against the individual, practices of mutilation of female genital organs, transnational crimes, health and safety crimes, handling of stolen goods, money laundering and the use of money goods or utilities of unlawful origin, as well as self-money laundering, computer crimes and unlawful data processing, organized crime crimes, certain crimes against industry and commerce, copyright infringement crimes, environmental crimes, bribery among private individuals and incitement to bribery among private individuals.
Disqualifying sanctions are normally temporary, but in the most serious cases they can exceptionally be applied with permanent effects.
These sanctions may also be applied as a precautionary measure, i.e., prior to conviction, if there are serious indications of the entity's liability and there are well-founded and specific elements such as to believe that there is a concrete danger that offenses of the same nature as the one for which they are being prosecuted will be committed.
Disqualification sanctions, however, do not apply if the entity, prior to the declaration of the opening of the first instance hearing:
The Decree also provides for two other sanctions: confiscation, which is always ordered with the sentence of conviction and which consists in the acquisition by the State of the price or profit of the crime, or of sums of money, goods or other utilities of equivalent value to the price or profit of the crime, and the publication of the sentence of conviction in one or more newspapers indicated by the Judge in the sentence, as well as by posting in the municipality where the entity has its headquarters.
The Decree also provides for the applicability of real precautionary measures against the entity. In particular, the Judge may order:
In the case of the commission, in the forms of attempt, of the crimes sanctioned on the basis of the Decree, the pecuniary penalties (in terms of amount) and disqualification penalties (in terms of duration) are reduced by one third to one half.
The imposition of sanctions is excluded in cases where the entity voluntarily prevents the performance of the action or the realization of the event (Article 26 Legislative Decree No. 231/2001). The exclusion of sanctions is justified, in this case, by virtue of the interruption of any relationship of immedesimation between the entity and individuals who assume to act in its name and on its behalf.
2.6 Alterative events of the institution
Legislative Decree 231/2001 regulates the entity's asset liability regime also in relation to the entity's modifying events such as transformation, merger, demerger and business transfer.
The Legislature took into account two opposing needs:
In the case of transformation, Article 28 of Legislative Decree 231/2001 provides (in keeping with the nature of this institution, which implies a simple change in the type of company, without determining the extinction of the original legal entity) that the entity's liability for crimes committed prior to the date on which the transformation took effect remains unaffected.
In the case of a merger, the entity resulting from the merger (including by incorporation) is liable for the crimes for which the merging entities were responsible (Article 29 of Legislative Decree 231/2001).
Article 30 of Legislative Decree 231/2001 provides that in the case of a partial demerger, the demerged company remains liable for crimes committed prior to the date on which the demerger took effect.
The entity can be held liable in Italy for crimes - covered by the same Legislative Decree No. 231/2001 - committed abroad (Art. 4 Legislative Decree No. 231/2001).
The prerequisites on which the entity's liability for crimes committed abroad is based are:
2.8 Codes of Conduct prepared by associations representing entities
Article 6, paragraph 3, of the Decree provides, "Organization and management models may be adopted, ensuring the requirements of paragraph 2, on the basis of codes of conduct drawn up by associations representing the entities, communicated to the Ministry of Justice, which, in consultation with the relevant ministries, may make observations on the suitability of the models to prevent crimes within thirty days."
Confindustria defined the "Guidelines for the construction of organization, management and control models pursuant to Legislative Decree no. 231/2001," circulated on March 7, 2002, supplemented on October 3, 2002 with an appendix on so-called corporate crimes (introduced into Legislative Decree no. 231/2001 by Legislative Decree no. 61/2002), updated on May 24, 2004 and, most recently, transmitted to the Ministry of Justice on February 18, 2008 for adjustments aimed at providing indications regarding suitable measures to prevent the commission of the new alleged crimes in the areas of market abuse, female genital mutilation practices, transnational organized crime, occupational health and safety and anti-money laundering (updated as of March 31, 2008). On April 2, 2008, the Ministry of Justice announced the conclusion of the examination process of the new version of the "Confindustria Guidelines for the Construction of Organization, Management and Control Models Pursuant to Legislative Decree No. 231/2001" (hereinafter, "Confindustria Guidelines"). The Confindustria Guidelines provide, among other things, methodological indications for the identification of risk areas (sectors/activities within which crimes may be committed), the design of a control system (the so-called protocols for planning the formation and implementation of the entity's decisions) and the contents of the organization, management and control model.
Specifically, the Confindustria Guidelines suggest that member companies use risk assessmentand risk managementprocesses and provide the following steps for defining the model:
Dan John, founded in 2013 in Rome by Daniele Raccah and Giovanni Della Rocca, to date is one of the leading growing Italian brands in the national and international menswear market. The Company operates online through E-Commerce and mainly through physical single-brand "full concept" stores both owned and franchised.
By the end of 2018, the Brand had about 50 stores and opened its first flagship stores in Florence and Rome.
In 2019, the Group started the process of internalization in Europe and opened local branches in major EU countries and was named by the Financial Times as one of the "T1000 - the companies in the most
rapid growth in Europe."
With plans to open about 200 single-brand stores in Italy within the next few years, using a team of entrepreneurs and professionals, Dan John also aims to expand its international reach.
In 2022, the Group will have about 120 outlets, 56 of which are direct and the remainder operated by franchisees, and a workforce of about 103 employees, a number that is expected to grow more and more.
The company's choice of a vertical process and control of the entire value chain, from raw material research and design to product realization, from production to direct sales in its stores, making possible a highly competitive and attractive retail price.
3.2 The Company's Governance Instruments
Membership Assembly
The Meeting, duly constituted, represents the universality of the Members, and its resolutions, passed in accordance with the law and the Articles of Association, bind all Members, even if not attending or dissenting.
Shareholders' meetings are ordinary or extraordinary with jurisdiction over the matters specified in Articles 2364 and 2365 of the Civil Code, respectively, and are convened, in addition to the cases and for the objects specified by law, whenever the administrative body deems it appropriate.
Administration of the Society
The Society is administered by a five-member board of directors.
The administrative body has the broadest powers for the ordinary and extraordinary administration of the Company and thus has the authority to perform all acts it deems appropriate for the achievement of the corporate purposes, excluding only those which the law and the Articles of Association in a peremptory manner reserve to the Shareholders' Meeting.
Audit Board
Corporate management is supervised by a Board of Statutory Auditors, consisting of three full members and two alternate members, appointed and functioning in accordance with Article 2397 et seq. of the Civil Code.
Business information systems
Business information systems are a key safeguard supporting effective process management, significantly affecting the mitigation of risks found on business processes and recurring transactions.
In particular, the information systems adopted by the Company support and ensure compliance with high levels of reliability with regard to:
The rules of conduct contained in this Model shall be consistent with those of the Code of Ethics adopted by the Company, although this Model has specific purposes in compliance with Legislative Decree 231/01.
In that respect, in fact:
In the adopted Code of Ethics, guidelines can be found concerning the rights and duties of all those who, in various capacities, participate in the life of the organization. The values that inspire the ethical behavior of the Company: responsibility, professionalism, transparency, seriousness, honesty, fairness, confidentiality, impartiality, humility, loyalty, mutual respect and sharing.
4. The 231 Model of Dan John S.p.A.
4.1 The function of the Model
The Company has decided to proceed with the preparation and adoption of the Organization, Management and Control Model pursuant to Legislative Decree 231/2001 because it is aware that this system, although constituting an "option" and not an obligation, represents an opportunity to strengthen its governance culture, while seizing the opportunity of the activity carried out (inventorying of Sensitive Activities, analysis of potential risks, evaluation and adjustment of the system of controls already in place on Sensitive Activities) to raise awareness of the recipients with respect to the issues of control of business processes, also aimed at a prevention of crimes.
Through the adoption of the Model, the Company intended to reaffirm the adoption of culture marked:
Therefore, this Model has as its objectives those of:
4.2 The methodology for preparing and updating the Model
In order to adapt its Control System to the requirements expressed by the Decree, the Company deemed it appropriate to initiate a special project aimed at the creation of a risk prevention and management system inspired both by the provisions of Legislative Decree 231/2001 and the principles already rooted in its business philosophy and governance culture.
Specifically, in carrying out this project, the following offices were involved in order to identify sensitive activity cases and control standards:
Following the identification of any areas of gaps between the existing control oversight and what is required by the 231 standards (Gap Analysis), a Risk Assessment including risk assessment was conducted.
Subsequently, the Company came to draft its own "Organization, Management and Control Model" pursuant to Legislative Decree 231/2001.
Consistent with the indications of the Decree and trade associations, the Model was constructed taking into account the following:
In surveying the existing control system, among other things, the following were taken as references:
In light of the above, the Company prepared an Organization, Management and Control Model that would take into account its peculiar reality, consistent with its governance model and capable of enhancing existing controls and bodies. The implementation of this activity is supported both by the results of the activities described above and the policy choices of the Company's decision-making bodies.
4.3 The content and structure of the Model
The Organization, Management and Control Model represents and allows for evidence of the coherent set of principles, procedures and provisions that: i) affect the internal functioning of the Company and the ways in which it relates to the outside world and ii) regulate the diligent management of a control system of sensitive activities, also aimed at preventing the commission, or attempted commission, of the crimes referred to in Legislative Decree 231/2001.
The Model document is structured:
The BOD decides on the updating of the Model and its adaptation in relation to changes and/or additions that may become necessary as a result of:
Once approved, the changes and instructions for their immediate implementation are communicated to the Supervisory Board, which, in turn, will, without delay, make the same changes operational and take care of the proper communication of the contents within and outside the Company.
The SB will also, by means of an appropriate report, inform the Board of Directors about the outcome of the activity undertaken in compliance with the resolution ordering the updating and/or adjustment of the Model.
The SB retains, in any case, precise duties and powers regarding the care, development and promotion of constant updating of the Model. To this end, it makes observations and proposals, pertaining to the organization and the control system, to the relevant corporate structures or, in cases of particular importance, to the Board of Directors.
In particular, in order to ensure that changes to the Model are made with the necessary timeliness and effectiveness, while at the same time not incurring defects in coordination between operational processes, the prescriptions contained in the Model, and the dissemination of the same, the Board of Directors decided to delegate to the SB the task of making changes to the Model that pertain to aspects of a descriptive nature on a periodic basis, when necessary.
It should be noted that the expression "descriptive aspects" refers to elements and information that derive from acts approved by the Board of Directors or company Departments/Functions with specific delegated authority (e.g., new company procedures).
At the time of the presentation of the annual summary report, the SB shall submit to the Board of Directors a special information note of the changes made in the implementation of the delegation of authority received.
It remains, in any case, the exclusive responsibility of the Board of Directors to approve updates and/or adjustments to the Model due to the following factors:
4.5 Offenses relevant to the Company
The adoption of the Model as a tool capable of guiding the behavior of individuals operating within the Company and promoting at all levels of the company behavior marked by legality and fairness reverberates positively on the prevention of any crime or offence provided for by the legal system.
However, in view of the analysis of the business context, the activity carried out by the Company and the areas potentially subject to the risk of crime, only those offenses that are the subject of the Special Sections, to which reference is made for their exact identification, have been considered relevant and therefore specifically examined in the Model.
With regard to the other types of crimes, such as market abuse, crimes of forgery of money, public credit cards and revenue stamps, female genital mutilation practices, the Company has assessed that the risk is not concretely conceivable and that, in any case, the control tools prepared to prevent the crimes highlighted above, on the basis of the analysis carried out, may constitute, together with compliance with the provisions of the law and the Code of Ethics, a safeguard also for the prevention of these crimes
The rules contained in the Model apply first and foremost to those who perform functions of representation, administration or management of the Company, as well as to those who exercise, even de facto, management and control of the Company.
In addition, the Model applies to all employees of the Company, including those working abroad, who are required to comply, with the utmost fairness and diligence, with all the provisions and protocols contained therein, as well as the related implementation procedures.
The Model also applies, within the limits of the relationship in place, to those who, although not belonging to the Company, operate by mandate or on behalf of the same or are otherwise linked to the Company by legal relationships relevant to the prevention of crimes. To this end, in contracts or relationships in place with the aforementioned individuals, reference to the Code of Ethics and the Model is expressly provided for.
5. Supervisory Body
5.1 Identification, appointment and dismissal of the Supervisory Board
According to the provisions of Legislative Decree 231/2001-Article 6(1)(a) and (b)-the Company may be exempted from liability resulting from the commission of crimes by qualified persons under Article 5 of Legislative Decree 231/2001, if the management body has, among other things:
The entrusting of the aforementioned tasks to a body with autonomous powers of initiative and control, together with the proper and effective performance of the same, therefore, represent indispensable prerequisites for exemption from liability under Legislative Decree 231/2001.
In compliance with the provisions of Article 6(1)(b) of Legislative Decree No. 231/2001, the Company shall provide for the establishment of its supervisory body (also hereinafter referred to as "Supervisory Board" or "SB") in a body with a collegial composition.
The SB is established by a decision of the BoD and members will hold office for three years with the possibility of reappointment. The Body is placed in a staff position with respect to the BoD and reports to it through the information flows governed by the following paragraphs.
Appointment as a member of the SB is conditional on the presence of the subjective requirements of honorability, independence and professionalism as well as the absence of causes of incompatibility with the appointment itself declined below.
Specifically i) autonomy and independencerequirements require: the inclusion of the Supervisory Body "as a staff unit in as high a hierarchical position as possible," the provision of a "reporting" of the Supervisory Body to the top management of the company, the absence, on the part of the Supervisory Body, of operational tasks that - by making it a participant in operational decisions and activities - would jeopardize its objectivity of judgment; ii) the connotation of professionalism requires that the members of the Supervisory Board must possess specific specialized technical knowledge appropriate to the functions that the Body is called upon to perform and typical of those who carry out an "inspectional" activity, analysis of control systems and legal type; iii) the continuity of action, which guarantees an effective and constant implementation of the organizational model ex d.lgs. 231/2001 is fostered by the presence of a structure dedicated exclusively and full-time to the supervisory activity of the model and "devoid of operational tasks that may lead it to take decisions with economic - financial effects."
They constitute grounds for ineligibility or disqualification of members of the Supervisory Board:
The members of the Supervisory Board must notify the Board of Directors in writing of their acceptance of the position and declare, under their own responsibility, that they are not in any of the situations of ineligibility, or in any other situation of conflict of interest, with regard to the functions/duties of the Supervisory Board, undertaking, in the event that one of the aforementioned situations should occur, and without prejudice to the absolute and mandatory obligation to abstain in such a case, to immediately notify the Board of Directors.
The termination of office is determined by resignation, forfeiture, revocation or permanent impediment and, in the case of members appointed by reason of the function they hold in the corporate sphere, by the termination of their tenure.
Waiver by members of the SB may be exercised at any time and must be communicated to the Board of Directors in writing, together with the reasons for the waiver.
Revocation of the appointment given to the members of the SB may be decided by the Board of Directors for just cause. In this regard, "just cause" for revocation of the powers associated with the office of member of the SB may mean, by way of example only:
The Board of Directors, however, in cases of particular and manifest seriousness, which should involve the entire Supervisory Board, may order - after hearing the opinion of the Board of Auditors - the suspension of its powers and the appointment of an interim Supervisory Board.
5.2 Functions and powers of the Supervisory Board
The activities put in place by the SB cannot be reviewed by any other body or structure of the Company, it being understood, however, that the management body is in any case called upon to carry out a supervisory activity on the adequacy of its textured, since it is to the management body that the ultimate responsibility for the functioning and effectiveness of the Model goes back.
The SB is vested with the powers of initiative and control necessary to ensure effective and efficient supervision of the functioning and observance of the Model in accordance with the provisions of Article 6 of Legislative Decree 231/2001.
In particular, the Supervisory Board is entrusted with the following duties and powers for the performance and exercise of its functions:
For the performance of duties and exercise of powers, the SB:
The budget estimate for the performance of assigned tasks, which shall ensure the smooth performance of its activities, shall be approved by the BoD.
The BoD will ensure adequate communication to corporate structures of the duties of the SB and its powers.
The Supervisory Board has no management or decision-making powers relating to the performance of the Company's activities, organizational powers or powers to modify the corporate structure, nor disciplinary and sanctioning powers. The members of the Supervisory Board, as well as the individuals whose services the Supervisory Board uses in any capacity, are required to ensure the secrecy of the acts and their contents and to respect the obligation of confidentiality on all information of which they have become aware in the performance of their duties.
The information, alerts, documentation and reports stipulated in the Model are kept by the SB in a special file (computer or paper).
5.3 Information flows to and from the Supervisory Board
5.3.1 Reporting to the Supervisory Board
The SB must be promptly informed of acts, conduct or events that may result in a violation of the Model or that, more generally, are relevant to the best effectiveness and efficacy of the Model.
All Recipients of the Model shall communicate to the SB any information useful for audits on the proper implementation of the Model. In particular:
The issuance and/or updating of organizational documents;
changes in the responsibility of the functions affected by risk activities and any updating of the system of company proxies and powers of attorney;
reports prepared by control functions/bodies (including the Auditor) as part of their verification activities, from which facts, acts, events or omissions with profiles of criticality with respect to compliance with the rules of the Decree or the provisions of the Model may emerge;
requests for legal assistance made by employees in the event of the initiation of legal proceedings against them and in relation to offenses under Legislative Decree No. 231/2001, unless expressly prohibited by the Judicial Authority;
the proceedings initiated for violations of the Model, the measures of dismissal of such proceedings and their reasons, the application of sanctions for violations of the Code of Ethics, the Model or the procedures established for its implementation;
measures and/or news coming from judicial police organs, or any other authority or those directly concerned, from which it can be inferred that investigations are being carried out for the offenses covered by Legislative Decree 231/2001 and which may involve the Company, in accordance with the obligations established by the regulations in force on the subject and taking into account the envisaged regime of secrecy and disclosure of the acts of the criminal proceedings;
The SB evaluates the reports received, giving reasons for its determinations in writing.
The duty to inform about any conduct contrary to the provisions contained in the Model is part of the broader duty of diligence and duty of loyalty of the employee. Proper fulfillment of the duty to inform by the employee may not result in the application of disciplinary sanctions.
The Company adopts appropriate and effective measures so that confidentiality is always guaranteed regarding the identity of those who transmit to the SB information useful for identifying conduct that differs from the provisions of the Model, the procedures established for its implementation without prejudice to legal obligations and the protection of the rights of the Company or persons wrongly accused and/or in bad faith.
Any form of retaliation, discrimination or penalization against those who make reports to the SB in good faith is prohibited. The Company reserves all actions against anyone who makes untruthful reports in bad faith.
In order to enable timely compliance with the provisions and facilitate the flow of communications and information for the intended purposes of the Model, a dedicated e-mail box is established.
5.3.2 Reporting by the Supervisory Board to corporate bodies
The Supervisory Board reports on the implementation of the Model, the emergence of any critical aspects and the need for amending actions. The following reporting lines are provided:
In particular, The Supervisory Board:
The Board of Directors and the Board of Statutory Auditors have the power to summon the Supervisory Board at any time to inform them of their activities.
Meetings with corporate bodies and the Chairman, to which the Supervisory Board reports, must be documented. The Supervisory Board takes care of filing the relevant documentation.
5.3.3 Collection and storage of information
Any information, reports, reports provided for in the Model are kept by the Supervisory Board in a special file (computer or paper).
6. Duty to report wrongdoing and the protection of the employee who does so (so-called Whistleblower)
Following the entry into force of Law No. 179 of November 30, 2017, "Provisions for the protection of the authors of reports of crimes or irregularities that come to their attention in the context of a public or private relationship," paragraph 2-bis was added to Article 6 of Legislative Decree No. 231/2001 with the aim of regulating reports of unlawful conduct by Recipients of the model.
By Law No. 179 of November 30, 2017, paragraph 2-bis was added to Article 6 of Legislative Decree No. 231/2001 with the aim of regulating reports of unlawful conduct. In particular, it was stipulated, for the purposes of exemption, that organization, management and control models must provide for:
In implementation of the provisions of paragraph 2-bis of Article 6 of Legislative Decree No. 231/2001, the Company has adopted a system of rules capable of ensuring the protection of the confidentiality of the whistleblower, while guaranteeing his or her protection from discrimination or retaliation.
6.1. Modalities of Reporting - Protection of the Reporting Party - Article 6, paragraph 2-bis, Legislative Decree 231/2001
The Recipients of the 231 Model must submit to the Supervisory Board, in order to protect the integrity of the Company, circumstantiated reports of illegal conduct, relevant under Legislative Decree 231/2001 and based on precise and concordant factual elements, or violations of the 231 Model of which they have become aware by reason of the functions performed.
Reports from Model Recipients may be sent:
If the reports concern the Supervisory Board or individual members of the Supervisory Board, the reporters may forward the reports directly to the Board of Directors
All reports received, regardless of the channel used, are archived by the receiving agency.
Reports received by regular/internal mail should be logged confidentially.
Illicit conduct may be reported: i) of which the Recipients of the Model become aware by reason of the functions performed; ii) that any third party wishes to report.
In any case, it is useful that the report submitted by the reporter is circumstantiated, concerns verifiable facts as well as contains all the information and data to unequivocally identify the perpetrators of the unlawful conduct and deals with unlawful conduct relevant under Legislative Decree 231/2001 or violations of the Organization and Management Model for which the discipline dictated by paragraph 2 bis to art. 6 of Legislative Decree 231/2001 will be applied.
The report must not concern grievances of a personal nature and must not be based on current rumors; furthermore, the reporter must not use the institution in question for merely personal purposes or to make claims or retaliation that fall under the more general discipline of the labor/collaboration relationship or relations with the hierarchical superior or colleagues, for which it is necessary to refer to the discipline and procedures of the company structures in charge.
The Supervisory Board, as soon as possible, starts the initial investigation phase on the consistency of the report also through:
Once the initial investigation has been completed and, in any case, upon the outcome of the appropriate investigations made, the Supervisory Board:
If the report pertains to crimes relevant to the Model:
If reports are received concerning the Board of Directors or individual members thereof, the Supervisory Board must inform the Chairman of the Board of Directors.
In the case of criminal conduct, the Supervisory Board shall promptly inform the corporate bodies for appropriate action.
The Supervisory Board reports on an ongoing and continuous basis and on a periodic basis to the Board of Directors and the President on the number and type of reports received and takes them into account for the purpose of updating the Model.
The findings of the investigative activities and decisions made by the Supervisory Board should be tracked and filed by the Supervisory Board.
6.4 Protection of the reporter
The protection of the whistleblower is guaranteed by the Supervisory Board from the moment the report is taken.
The worker making the reports may not be sanctioned, demoted, dismissed, transferred, or subjected to any other organizational measure having direct or indirect adverse effects on working conditions determined by the report.
Discriminatory or retaliatory acts taken by the Company are null and void.
In the case of disputes related to the imposition of disciplinary sanctions or the adoption of additional organizational measures with negative effects on the working conditions of the reporter (demotion, dismissal, transfer), the employer has the burden of proving that they are based on reasons unrelated to the report itself.
The reporter and the relevant labor organization can report any discriminatory measures taken to the National Labor Inspectorate.
The protection of the whistleblower will also be supported by effective awareness and communication activities for employees on their rights and obligations related to disclosure of wrongdoing.
6.5 Protection of Confidentiality
All those who are involved in any capacity in the handling of reports (e.g., also other structures/organizations/third parties in carrying out the investigative activities) are required to ensure strict confidentiality of reported subjects and facts except in the cases indicated below:
- the reporter incurs criminal liability by way of libel or slander under the provisions of the Criminal Code;
- the reporter incurs non-contractual liability under Article 2043 of the Civil Code;
- in the presence of any investigations or proceedings initiated by the Judicial Authority.
Within the scope of disciplinary proceedings, the identity of the whistleblower may not be disclosed, where the allegation of the disciplinary charge is based on investigations that are separate and additional to the report, even if consequent to it. If the charge is based, in whole or in part, on the report and the knowledge of the identity of the reporter is essential for the defense of the accused, the report will be usable for the purposes of disciplinary proceedings only if the reporter has consented to the disclosure of his or her identity.
The reporter does not have the right to obtain indications about the origin of the report, let alone to receive indications about the reporter's personal information.
6.6 Data Processing for Privacy Purposes
The processing of personal data of persons involved and/or mentioned in Reports is protected under the current law.
The Data Controller for the processing of personal data for the purpose of management of Reports, as defined by Article 4, par.1.7 of Regulation (EU) 2016/679 (General Data Protection Regulation, hereinafter "GDPR"), is identified in the company Dan John S.p.A.
The person authorized to process related to the management of Reports shall carry out the data processing in compliance with the GDPR, national compliance regulations, and the instructions given by the Data Controller.
7. The penalty system
7.1 General principles
Art. 6, paragraph 2, lett. e) and art. 7, paragraph 4, lett. b) of Legislative Decree 231/2001 indicate, as a condition for effective implementation of the Organization, Management and Control Model, the introduction of a disciplinary system suitable for sanctioning non-compliance with the measures indicated in the Model itself.
Therefore, the establishment of an adequate disciplinary system is an essential prerequisite of the exculpatory value of the Organization, Management and Control Model under Legislative Decree 231/2001 with respect to the administrative liability of entities.
The application of the disciplinary system and related sanctions is independent of the conduct and outcome of any criminal proceedings initiated by the Judicial Authority in the event that the conduct to be censured also counts as an offence relevant under Legislative Decree 231/2001.
With regard to the investigation of infractions, disciplinary proceedings and the imposition of sanctions, the powers vested in the Board of Directors remain valid.
The Supervisory Board, having received the report and carried out the appropriate investigations, formulates a proposal regarding the measures to be taken and communicates its assessment to the competent corporate bodies based on the disciplinary system, which will decide on the possible adoption and/or modification of the measures proposed by the Supervisory Board, activating the corporate Functions from time to time competent with regard to the actual application of the measures.
In any case, the stages of contesting the violation, as well as those of determining and actually applying the sanctions, are carried out in compliance with the applicable laws and regulations, as well as the provisions of collective bargaining.
7.2 Measures towards employees
In accordance with the provisions of the relevant regulations and in deference to the principles of typicality of violations and typicality of sanctions, the Company intends to bring to the attention of its employees the provisions and rules of conduct contained in the Model, the violation of which constitutes an offense that is also relevant for disciplinary purposes, as well as the applicable sanction measures, taking into account the seriousness of the violations.
Without prejudice to the Company's obligations under the Workers' Statute, the behaviors that constitute violations of the Model accompanied by the corresponding sanctions, however specified in the applicable collective bargaining agreements, are as follows:
The type and extent of each of the above sanctions, will also be modulated taking into account:
This is without prejudice to the Company's prerogative to seek compensation for damages resulting from an employee's violation of the Model. Any damages claimed will be commensurate:
The managerial relationship is characterized by its eminently fiduciary nature. The executive's behavior not only reflects within the Company, constituting a model and example for all those who work there, but also affects the Company's external image. Therefore, compliance by the Company's executives with the requirements of the Code of Ethics, the Model and its implementation procedures constitutes an essential element of the executive employment relationship.
In case of violation of the Model, by managers, the Company will take the most appropriate measures against those responsible in accordance with the provisions of the Law and the applicable CCNL. If the violation of the Model breaks the relationship of trust, the sanction is identified as dismissal for just cause.
7.4 Measures against Directors
In the event of a violation of the Model by a Director, the SB shall promptly inform the Board of Statutory Auditors so that it may proceed, without delay and in accordance with the powers provided by law and/or the Articles of Association, to convene the Shareholders' Meeting to take appropriate measures against the individuals responsible for the violation.
In the event of a violation of this Model by one or more Statutory Auditors, the SB shall promptly inform the entire Board of Statutory Auditors so that it may proceed, without delay and in accordance with the powers provided for by law and/or the Articles of Association, to the Shareholders' Meeting for appropriate deliberations, which may proceed to the revocation of the appointment for just cause.
7.6 Measures towards other Recipients
The violation by other Recipients of the Model having contractual relations with the Company for the performance of activities deemed sensitive of the provisions and rules of conduct provided for in the Model or the possible commission of the offenses covered by Legislative Decree 231/2001 by them, will be sanctioned in accordance with the provisions of the specific contractual clauses that will be included in the relevant contracts.
This is without prejudice to the Company's prerogative to seek compensation if concrete damage results from such conduct, as in the case of the application to it by the court of the measures provided for in Legislative Decree 231/2001.
8. Communication and Training
The Company, in order to effectively implement the Model, intends to ensure proper dissemination of its contents and principles within and outside its organization.
In particular, the Company's goal is to extend the communication of the contents and principles of the Model not only to its employees but also to individuals who, although not formally qualified as employees, work-even occasionally-to achieve the Company's objectives by virtue of contractual relationships.
The communication and training activity will be diversified according to the recipients to whom it is addressed, but it must be, in any case, marked by principles of completeness, clarity, accessibility and continuity in order to allow the various recipients full awareness of those corporate provisions they are required to comply with and of the ethical standards that must inspire their behavior.
The communication and training activities are supervised by the Supervisory Board, which is assigned, among others, the tasks of "promoting initiatives for the dissemination of knowledge and understanding of the Model, as well as for the training of personnel and raising their awareness of compliance with the principles contained in the Model" and "promoting communication and training interventions on the contents of Legislative Decree 231/2001, the impacts of the regulations on the company's activities and the norms of behavior."
It is guaranteed that all employees can access and consult the Code of Ethics and the Model, through:
In addition, an informative note is included for Employees in their letter of employment in which they are given evidence of the documentation inherent in Model 231 and the Code of Ethics.
Appropriate forms of communication of the Model and Code of Ethics are provided for those outside the Company who are recipients of the Model and Code of Ethics. To this end, the full Code of Ethics and an excerpt of the Model are published on the Company's website.
The Company promotes awareness of the Model of related internal procedures and their updates among all recipients who are therefore expressly required to know its contents, observe it and contribute to its implementation.
Training programs cover the Decree and the regulatory framework of reference, the Code of Ethics and this Model. The level of training is modulated, with a different degree of depth, in relation to the qualification of the recipients and the different level of their involvement in sensitive activities. Specific training is intended for members of the SB and the personnel it uses in carrying out its functions.
The above training activity is adopted and implemented through:
The SB verifies the adequacy of training programs, implementation methods and results.
Participation in training activities is an obligation and is formalized by requesting a signature of attendance (or registration of access to e-learning type training modules) and entry into a database with the name and final test result, if any.
9. Code of Ethics of Dan John Spa
9.1 General principles: sustainability and corporate responsibility
Compliance with the law, regulations, statutory provisions, ethical integrity and fairness are constant commitment and duty of all Persons of the Company and characterize the behavior of its entire organization.
The conduct of the Company's business and corporate activities must be carried out in a framework of transparency, honesty, fairness, good faith and in full compliance with the rules set to protect competition.
The Company is committed to maintaining and strengthening a governance system aligned with international best practice standards that can handle the complexity of the situations in which The Company operates and the challenges it faces in sustainable development.
Systematic forms of Stakeholder engagement are adopted, extending dialogue on sustainability and corporate responsibility issues.
In developing its activities, The Company is inspired by the protection and promotion of human rights, which are inalienable and inescapable prerogatives of human beings and the foundation for building societies based on the principles of equality, solidarity, repudiation of war, and for the protection of civil and political rights, social, economic and cultural rights, and so-called third-generation rights (the right to self-determination, peace, development and environmental protection).
Any kind of discrimination, corruption, forced or child labor is repudiated. Special consideration is given to the recognition and safeguarding of the dignity, freedom and equality of human beings, the protection of labor and trade union freedoms, health, safety, the environment and biodiversity, as well as the system of values and principles regarding transparency, energy efficiency and sustainable development, as affirmed by International Institutions and Conventions.
It is forbidden:
All workers, including self-employed and subcontracted workers, may report problems or express complaints about discrimination and harassment by drafting (in paper or electronic form) the report and addressing it to the Supervisory Board.
All Persons of the Company, without distinction or exception, shall conform their actions and conduct to the principles and contents of the Code within the scope of their functions and responsibilities, knowing that compliance with the Code constitutes an essential part of the quality of work and professional performance.
Relationships among the People of the Company, at all levels, must be marked by criteria and behavior of honesty, fairness, cooperation, loyalty and mutual respect.
Each Collaborator of the Company, in the performance of his or her duties, must abide by the principles of fairness, good faith, transparency, fidelity and loyalty, both towards colleagues and third parties with whom he or she comes into contact.
It is forbidden for each Company Collaborator, to offer money, goods, services or benefits of any kind, either in the name of or on behalf of the Company, or in a personal capacity, to employees of persons, companies or entities, or to persons used by them, for the purpose of inducing, remunerating, preventing or otherwise influencing any act or fact in the interest of the Company.
In execution of the duties of loyalty and loyalty set forth above, each Company Collaborator must refrain from engaging in any activity or otherwise pursuing interests that conflict with those of the Group.
In no way may the belief that one is acting for the benefit or in the interest of the Company justify, even in part, the adoption of conduct contrary to the principles and contents of the Code.
9.2 Canons of behavior and relations with Stakeholders
9.2.1 Ethics, transparency, fairness, professionalism
The Company in business dealings is inspired by and observes the principles of loyalty, fairness, transparency, efficiency and openness to the market, regardless of the importance of the deal.
All actions, operations and negotiations carried out and, in general, the conduct carried out by the Persons of the Company in the performance of their work activities are inspired by the utmost fairness, completeness and transparency of information, legitimacy in formal and substantive aspects, and clarity and truthfulness of accounting documents in accordance with current regulations and internal procedures.
All of the Company's activities must be carried out with commitment and professional rigor, with a duty to provide professional contributions appropriate to the functions and responsibilities assigned and to act in a manner that protects the prestige and reputation of the Company. Business objectives, the proposal and implementation of projects, investments, and actions, must all be directed toward the long-term enhancement of the Company's asset, managerial, technological, and cognitive values as well as the creation of value and well-being for all Stakeholders.
Corrupt practices, illegitimate favors, collusive behavior, and solicitation, directly and/or through third parties, of personal and career advantages for oneself or others are without exception prohibited.
It is never permissible to pay or offer, directly or indirectly, payments, material benefits, or other advantages of any kind to third parties, government representatives, public officials, and public or private employees to influence or compensate them for an act of their office.
Acts of business courtesy, such as gifts or forms of hospitality, are permitted only if they are of modest value and in any case such that they do not compromise the integrity or reputation of either party and cannot be interpreted, by an impartial observer, as aimed at acquiring improper advantages. Gifts and gratuities, of a value exceeding the limits of reasonableness or inconsistent with normal business relations, go to create interference in the conduct of the business relationship itself, which must be free from obligations of gratitude. In any case, this type of expenditure must always be authorized by the position defined by internal procedures and documented appropriately.
Acceptance of money from persons or companies that are or intend to enter into business relations with the Company is prohibited. Anyone who receives proposals of gifts or favorable treatment or hospitality that cannot be configured as acts of business courtesy of modest value, or the request for them from third parties, shall reject them and immediately inform their superior, or the body to which they belong, and the Supervisor.
The Company takes care to adequately inform third parties about the commitments and obligations imposed by the Code, requires them to comply with the principles that directly affect their activities, and takes appropriate internal and, if within its competence, external initiatives in the event of non-compliance by third parties.
9.2.2 Relationships with members, stakeholders, and the Marketplace
9.2.2.1 Value for members, efficiency, transparency
The Company's internal structure and relationships with those directly and indirectly involved in its activities are organized according to rules that ensure the reliability of management and the fair balance between the powers of management and the interests of shareholders in particular and other Stakeholders in general.
As part of initiatives aimed at maximizing shareholder value and ensuring the transparency of management operations, The Company defines, implements and progressively adjusts, an articulated and homogeneous system of rules of conduct regarding both its internal organizational structure and its relations with shareholders and third parties, in accordance with the most advanced standards of corporate governance, in the awareness that the company's ability to give itself efficient and effective rules of operation constitutes an indispensable tool for strengthening its reputation in terms of reliability and transparency and the trust of Stakeholders.
The Company ensures, through appropriate procedures for internal management and external communication, the proper management of corporate information.
All Persons of the Company are required, within the scope of their assigned duties, to properly handle inside information as well as to be aware of and comply with company procedures with reference to market abuse.
It is the Company's commitment to truthful, timely, transparent and accurate information to the outside world. Relations with the media are reserved exclusively for the corporate functions and responsibilities delegated to them; all Persons of the Company are required to agree in advance with the General Manager on the information to be provided to media representatives as well as the commitment to provide it.
9.2.3 Relations with institutions, associations, local communities
The Society promotes dialogue with institutions and organized expressions of the civil society in which it operates.
9.2.3.1 Public Authorities and Institutions
The Company, through its People, actively and fully cooperates with the Authorities.
The Persons of the Company, as well as external collaborators whose actions may be referable to the Company, must behave in relations with the Public Administration in a manner characterized by transparency, fairness and traceability. Such relations are reserved exclusively for the competent functions and positions, in compliance with approved programs and company procedures.
Making, inducing or encouraging false statements to the Authorities is prohibited.
9.2.3.2 Political and labor organizations
The Company does not make contributions, direct or indirect, in any form, to political and labor parties, movements, committees and organizations, their representatives and candidates, except those provided for by specific regulations.
9.2.3.3 Local Community Development
It is the Company's commitment to actively contribute to the promotion of the quality of life, the socio-economic development of the communities in which The Company operates, and the formation of human capital and local skills, while at the same time conducting its business activities in a manner compatible with sound business practice.
The Company's activities are carried out with an awareness of the social responsibility that The Company has towards all its Stakeholders and in particular towards the local communities in which it operates, in the belief that the capacity for dialogue and interaction with civil society is a fundamental value of the company.
The Company promotes conditions of transparency in information addressed to local communities, with particular reference to issues of their greatest interest. Forms of continuous and informed consultation are also promoted, through the relevant La Società structures, in order to take into due consideration the legitimate expectations of local communities in the conception and conduct of corporate activities.
The Company is therefore committed to disseminating knowledge of corporate values and principles internally and externally, including by establishing appropriate control procedures.
9.2.3.4 Promotion of "non-profit" activities
The Society's philanthropic activities are consistent with its vision and focus on sustainable development.
The Company is therefore committed to fostering and supporting, and promoting among its People, "nonprofit" activities that testify to the company's commitment to take an active part in meeting the needs of the communities in which it is present.
9.2.4 Relations with customers and suppliers
9.2.4.1 Customers and consumers
The Company pursues its business success in the markets by offering quality products and services.
The Company is committed to respecting the right of consumers not to receive products that are harmful to their health and physical integrity and to have complete information about the products offered.
The Company recognizes that the appreciation of those who request products or services is of primary importance to its business success. Business policies are aimed at ensuring the quality of goods and services, safety and compliance with the precautionary principle. It is therefore incumbent upon the Persons of the Company to:
9.2.4.2 Suppliers and external collaborators
The Company is committed to seeking in suppliers and external collaborators suitable professionalism and commitment to sharing the principles and contents of the Code and promotes the building of lasting relationships for the progressive improvement of performance in protecting and promoting the principles and contents of the Code.
In contracting, procurement and, in general, supply of goods and/or services and external collaboration relationships (including consultants, agents, etc.), it is the obligation of the Persons of the Company to:
The fee to be paid shall be exclusively commensurate with the performance specified in the contract, and payments may in no way be made to a party other than the contracting party or in a third country other than that of the parties or of execution of the contract.
9.2.5 Management, employees, collaborators of the Company
9.2.5.1 Development and protection of human resources
People are indispensable element for the existence of the enterprise.
The dedication and professionalism of management and employees are crucial values and conditions for achieving the Company's goals.
The Company is committed to developing the abilities and skills of management and employees so that, within the scope of work performance, the energy and creativity of individuals find full expression for the realization of their potential, and to safeguard working conditions both in the protection of the psycho-physical integrity of the worker and in respect for his or her dignity. Unlawful conditioning or undue hardship shall not be allowed, and working conditions shall be promoted that enable the development of the person's personality and professionalism.
The Company is committed to providing, in full compliance with the relevant legal and contractual regulations, all workers with equal employment opportunities, making sure that everyone can enjoy fair normative and retributive treatment based exclusively on criteria of merit and competence, without any discrimination.
The relevant functions must:
The Company hopes that the People of the Company, at every level, will cooperate to maintain a climate of mutual respect for each other's dignity, honor and reputation in the company. The Company will take action to prevent insulting, discriminatory or defamatory interpersonal attitudes. To this effect, conduct outside of work that is particularly offensive to civil sensibilities is also considered relevant.
In any case, behavior that constitutes physical or moral violence is prohibited without exception.
The Company promotes culture and initiatives aimed at disseminating knowledge within its structures and highlighting the values, principles and behaviors and contributions in terms of innovation of professional families in relation to issues related to business development and sustainable growth of the company.
The Society is committed to providing tools for interaction among members of professional families, working groups and communities of practice, as well as for coordination and access to know-how, and promotes initiatives for the growth, dissemination and systematization of knowledge related to the core competencies of its structures and aimed at defining guidelines and reference orientations capable of ensuring operational uniformity.
All People of the Company are expected to actively contribute to the Knowledge Management processes of the relevant activities in order to optimize the system of knowledge sharing and distribution among individuals.
The Company is committed to the study, development and implementation of strategies, policies and operational plans aimed at preventing and overcoming any culpable or malicious behavior that could cause direct or indirect damage to the People of the Company and/or the Company's tangible and intangible resources. Preventive and defensive measures are favored, aimed at minimizing the need for active response - however, always and only in proportion to the offense - to threats to persons and property.
All Persons of the Company are required to actively contribute to the maintenance of an optimal standard of corporate security by refraining from illegal or otherwise dangerous behavior and reporting to their supervisor or the body to which they belong any activities carried out by third parties to the detriment of the Company's assets or human resources.
The Company is committed to spreading and consolidating a culture of risk awareness and safety, requiring responsible behavior from all employees; it also works daily to preserve, especially with preventive actions, the health and safety of every employee through raising the standards of reference.
To this end, the Company carries out constant technical and organizational interventions as follows:
It is obligatory, in any context that requires special attention to one's personal safety, to scrupulously abide by the instructions provided in this regard by the Company, refraining from behavior that may endanger one's own and others' safety, promptly reporting to one's direct superior any situation that endangers one's own safety or that of third parties.
9.2.5.4 Harassment or bullying in the workplace.
The Company fosters initiatives aimed at implementing working arrangements designed to achieve greater organizational well-being. The Company requires that in internal and external labor relations no harassment or attitudes in any way attributable to bullying practices be given rise to, all of which are, without exception, prohibited. They are considered as such:
Any form of violence or harassment or sexual or referring to personal and cultural diversity is prohibited. They are considered as such:
9.3 Code of Ethics enforcement tools
9.3.1 Internal control system
The Company is committed to promoting and maintaining an adequate system of internal control, to be understood as a set of all the tools necessary or useful to direct, manage and verify business activities with the aim of ensuring compliance with laws and company procedures, protecting company assets, managing activities optimally and efficiently, and providing accurate and complete accounting and financial data.
The responsibility for implementing an effective internal control system is common to every level of the Company's organizational structure; consequently, all People in the Company, within the scope of the functions and responsibilities they hold, are engaged in defining and actively participating in the proper functioning of the internal control system.
The Company promotes the dissemination at all levels of a culture and procedures characterized by an awareness of the existence of controls and the assumption of a mentality oriented toward the conscious and voluntary exercise of controls; consequently, management in the first place and all Persons of the Company in any case are required to contribute to and be involved in the Company's internal control system and, with a positive attitude, to make their collaborators participate in it.
Each person is a responsible custodian of assigned company assets (tangible and intangible) that are instrumental to the work performed; no employee may make, or allow others to make, improper use of assigned assets and Company resources.
Practices and attitudes attributable to the commission or participation in the commission of fraud are prohibited without exception.
The Supervisory Board, has free access to data, documentation and information useful for the performance of its duties.
9.3.1.1 Conflicts of interest.
The Company recognizes and respects the right of its Persons to participate in investment, business, or other activities outside that carried out in the interest of the Company, provided that such activities are permitted by law and compatible with their obligations to the Company.
Management and employees of the Company are required to avoid and report conflicts of interest between personal and family economic activities and the duties they hold within the structure or body they belong to. In particular, each person is required to report specific situations and activities in which he or, to the best of his or her knowledge, his or her relatives or relatives-in-law within the 2nd degree or de facto cohabitants, hold economic and financial interests (owner or partner) within suppliers, customers, competitors, third-party contractors, or their parent or subsidiary companies, or hold corporate roles of administration or control, or managerial roles therein.
The following situations also determine conflicts of interest:
In any case, the Company's management and employees are required to avoid all situations and all activities in which a conflict with the interests of the company may arise or which may interfere with their ability to make, in an impartial manner, decisions in the best interests of the company and in full compliance with the principles and contents of the Code or, in a general sense, to fulfill exactly the functions and responsibilities covered. Any situation that may constitute or result in a conflict of interest must be promptly reported to the superior in a managerial position, or to the body to which one is a party, and to the Supervisor. Likewise, the person involved shall promptly refrain from intervening in the operational/decision-making process and the superior in a managerial position or the body:
9.3.1.2 Transparency of accounting records
Accounting transparency is based on the truth, accuracy and completeness of the basic information for the relevant accounting records. Each member of the corporate bodies, management or employee is obliged to cooperate, within the scope of his or her responsibilities, to ensure that management events are correctly and timely represented in the accounting records.
It is prohibited to engage in conduct that may harm the transparency and traceability of financial statement reporting.
Adequate supporting documentation of the activity performed is kept on file for each transaction to enable:
Each record must reflect exactly what is reflected in the supporting documentation. It is the responsibility of all Persons in the Company to ensure that documentation is easily traceable and ordered according to logical criteria.
Persons of the Company who become aware of omissions, falsifications, or neglect of accounting or of the documentation on which accounting records are based are required to report the facts to their superior, or to the body to which they are a party, and to the Supervisor.
9.3.2 Protection of health, safety and environment and public safety
The Company's activities must be conducted in accordance with international agreements and standards and with laws and regulations relating to the protection of workers' health and safety, the environment and public safety.
The Company actively contributes in the appropriate venues to the promotion of scientific and technological development aimed at safeguarding resources and the environment. Operational management must refer to advanced criteria of environmental protection and energy efficiency by pursuing the continuous improvement of occupational health and safety and environmental protection conditions.
Attention to the above-mentioned issues is confirmed by the constant actions to sensitize employees to the energy-efficient operation of their production processes as well as by the plant design specifications, which are constantly geared toward achieving the best energy efficiency standards.
The Company's commitment is expressed through the implementation of the following actions.
The People of the Company, within the scope of their duties, actively participate in the process of preventing risks, safeguarding the environment and public safety, and protecting health and safety with respect to themselves, colleagues and third parties.
9.3.3 Research, innovation and intellectual heritage protection
The Company promotes research and innovation activities by management and employees, within the scope of their functions and responsibilities. The intellectual assets generated by such innovative activity constitute a central and indispensable asset of the Company.
Research and innovation are dedicated in particular to the promotion of products, tools, processes and behaviors that are increasingly favorable for energy efficiency, reduction of impact for the environment, attention to the health and safety of employees, customers and local communities in which The Company operates and in general for the sustainability of business activities.
The People of the Company are expected to contribute actively, within the scope of their functions and responsibilities, to the governance of intellectual assets to enable their development, protection and enhancement.
9.3.4 Confidentiality
9.3.4.1 Protection of business confidentiality
The Company's activities constantly require the acquisition, preservation, processing, communication and dissemination of news, documents and other data pertaining to negotiations, administrative procedures, financial operations, know-how (contracts, deeds, reports, notes, studies, drawings, photographs, software, etc.) that by contractual agreements cannot be made known externally or whose inappropriate or untimely disclosure could produce damage to the Company's interests.
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 Persons of the Company to ensure the confidentiality required by the circumstances for each piece of information learned by reason of their work function.
Information, knowledge and data acquired or processed during one's work or through one's duties belong to The Company and may not be used, communicated or disclosed without specific authorization from the superior in a managerial position in accordance with specific procedures.
In the performance of the activity, the Collaborators of the Company, must avoid any situation of conflict of interest i.e. any activity in which an interest other than that of the Company is pursued or through which the Collaborator personally takes advantage, on his/her own behalf or on behalf of third parties, of business opportunities of the Company. Each Collaborator who believes that he or she is in a situation of conflict between his or her personal interest, on his or her own behalf or on behalf of a third party, and the interests of the Company, must give immediate notice as appropriate, to the top operating management of the Group in which he or she is working.
Collaborators of the Company and other persons or entities with an objective possibility of influencing business decisions must absolutely avoid using, even implicitly, their position to influence decisions in their own favor or in favor of relatives, friends and acquaintances for purely personal ends of whatever nature they may be.
The Company is committed to protecting information about its People and third parties, generated or acquired within and in business relationships, and to avoid any misuse of this information.
The Company intends to ensure that the processing of personal data carried out within its facilities is carried out with respect for the fundamental rights and freedoms, as well as the dignity of the persons concerned, as provided for in the current regulatory provisions.
Personal data shall be processed lawfully and fairly and, in any case, only data necessary for specific, explicit and legitimate purposes shall be collected and recorded. Data will be stored for a period of time no longer than necessary for the purposes of collection.
The Company is also committed to adopting appropriate and preventive security measures for all databases in which personal data are collected and stored, in order to avoid the risk of destruction and loss or unauthorized access or unauthorized processing.
The Persons of the Society must:
9.3.4.3 Participation in external associations, initiatives, events or meetings
Participation in external associations, initiatives, events or meetings is favored by The Company under conditions of compatibility with the performance of work or professional activity. They are considered as such:
In this regard, management and employees of the Company called upon to illustrate or provide outside data or news regarding the Company's objectives, activities, results and points of view, are required - in addition to compliance with company procedures with reference to market abuse - to obtain authorization from the superior in a managerial position regarding the courses of action to be followed and the texts and reports prepared, as well as to agree on the contents with the General Management of Dan John SpA.
9.4 Scope and frameworks of the Code of Ethics
The principles and contents of the Code apply to the Persons and activities of the Company.
It is primarily the responsibility of the Board of Directors and management to give concrete expression to the principles and contents of the Code, taking responsibility internally and externally and strengthening trust, cohesion and team spirit, and also to set an example for its employees through its own behavior and direct them to comply with the Code as well as to urge them to make questions and suggestions regarding individual provisions.
For full compliance with the Code, each Person may appeal, including directly, to the Guarantor.
9.4.1 Duty to be aware of the Code and to report possible violations
Every Person in the Company is required to be familiar with the principles and contents of the Code as well as the relevant procedures governing the functions and responsibilities held.
It is the obligation of each Person of the Society to:
Notwithstanding the fact that he or she may not conduct personal investigations or report the news to anyone other than his or her superiors, or to the body to which he or she is a party, and to the Guarantor, if after reporting the news of a possible violation the Person believes that he or she has been retaliated against, he or she may directly address the Guarantor.
9.4.2 Referral structures and supervision
The Company is committed, including through the appointment of the Guarantor, to ensure:
9.4.2.1 Guarantor of the Code of Ethics.
The Code of Ethics represents, among other things, a general non-derogable principle of the Model of Organization, Management and Control adopted by The Company pursuant to the Italian regulations on the "liability of entities for administrative offenses dependent on crime" contained in Legislative Decree No. 231 of June 8, 2001.
The Company assigns the functions of Guarantor to the Supervisory Board established under the above Model.
The Supervisor is assigned the duties of:
The Company Guarantor also submits a semi-annual report to the Board of Statutory Auditors and the Board of Directors on the implementation and any need to update the Code.
Each information flow is addressed to the mailbox: odv@danjohn.com
9.4.2.2 Promotion of the Code.
The Code is made available to the Company's Persons in accordance with applicable regulations and is also available on the Company's Internet and intranet sites.
The revision of the Code is approved by the Board of Directors after hearing the opinion of the Board of Auditors.
The proposal is formulated taking into account the evaluation of Stakeholders with reference to the principles and contents of the Code, including promoting their active contribution and reporting of any deficiencies.
9.4.4 Contractual value of the Code
Compliance with the rules of the Code should be considered an essential part of the contractual obligations of all Persons of the Company under and pursuant to applicable law.
Violation of the principles and contents of the Code may constitute a breach of the primary obligations of the employment relationship or a disciplinary offence, with all legal consequences, including with regard to the preservation of the employment relationship, and result in compensation for damages arising therefrom.
[1]The Explanatory Report to Legislative Decree No. 231/2001 stresses the need not to leave a frequently occurring criminological situation without a sanction, also in order to avoid easy circumvention of the entire regulatory framework in question. Article 4 of Legislative Decree No. 231/2001 provides as follows: "1. In the cases and under the conditions provided for in Articles 7, 8, 9 and 10 of the Criminal Code, entities having their head office in the territory of the State shall also be liable in relation to crimes committed abroad, provided that the State of the place where the act was committed does not proceed against them. In cases where the law provides that the offender shall be punished at the request of the Minister of Justice, proceedings shall be brought against the entity only if the request is also made against it."
[2]Subjects functionally linked to the entity pursuant to Article 5, first paragraph, must be understood to mean natural persons who, on the basis of their link with the entity, are capable, by their wrongful conduct, of bringing about an offense that is reflected in the legal sphere of the entity, giving rise to administrative liability and the consequent application of the sanctions provided for in the entity. The legislature has outlined peculiar categories of subjects. They are:
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