Contents

• 1 Preamble
• 2 Objective
• 3 Mission and Ethical Vision
• 4 Scope
• 5 General Ethical Principals
  • 5.1 Legality
  • 5.2 Fairness and Integrity
  • 5.3 Honesty
  • 5.4 Transparency and Completeness of Information Provided
  • 5.5 Confidentiality
  • 5.6 Individual Value
  • 5.7 Environment Sustainability
  • 5.8 Efficiency and Spirit of Service
  • 5.9 Brand Protection
• 6 Ethics within Corporate Governance
  • 6.1 Board of Directors
  • 6.2 Company Accounting Transparency
  • 6.3 Internal Control
• 7 Ethics in Relations with Third Parties and Public Administrations
  • 7.1 Customers
  • 7.2 Suppliers
  • 7.3 Integrity and Independence in Relations with Customers and Suppliers
  • 7.4  Supplies Ethics and Environment Protection
  • 7.5 Collectivity
  • 7.6 Relations with Political Organisations and Trade Unions
  • 7.7 Relations with Non-Profit Organisations
  • 7.8  Relations with the Media and Divulging Information
  • 7.9 Public Administrations
• 8 Code of Ethics Application
  • 8.1 Supervisory Body
  • 8.2 Communications and Training
  • 8.3 Reporting Violations
  • 8.4 Code of Ethics Violations
• 9 Disciplinary System
  • 9.1 General principles
  • 9.2 Disciplinary sanctions against employees
  • 9.3 Measures Applicable to collaborators, business partners and suppliers

1 Preamble

Cielo e Terra S.p.A. (hereinafter “Cielo e Terra” or the “Company”) operates and manages its activities following the principles and rules of conduct set in this Code of Ethics and in compliance with all national and EU regulations applicable.

In running its business and activities, Cielo e Terra takes its ethical, social and environmental responsibilities very seriously. To this end, it supports a management model based on balancing the legitimate interests of stakeholders and, more in general, of the community in which it operates.

Stakeholders are human resources – employees and collaborators – partners, directors, customers, final consumers, suppliers, Public Administrations, the community and all involved directly and/or indirectly in the Company’s activities.

The Code of Ethics (hereinafter the “Code”) has been compiled in line with the provisions of Legislative Decree No. 231/2001 and the “Guidelines to set organizational, management and control models in accordance with Legislative Decree No. 231/2001” issued by Confindustria.

Please refer to the organizational model adopted by the Company, of which this Code of Ethics forms an integral part. 

The Code of Ethics is adopted, approved and updated by the Administrative Body. Updates may be the result of the intervention of the Supervisory Body, in accordance with Legislative Decree No. 231/2001. 

2 Objective

This Code ensures that Cielo e Terra ethical values are clearly defined and form the basis of the Company’s culture and strategy and guide the standards of professional behaviour of all collaborators carrying out Company activities and initiatives.

The Code is the auto-regulation tool required during decision making and operating processes, in line with the Company’s ethical principles.

3 Mission and Ethical Vision

Cielo e Terra’s Mission is to increase sales in Italy and abroad with the aim of becoming one of the main players in the eco-friendly sector, presenting itself to market operators and final consumers of its products as a solid and reliable company, able to satisfy all their needs and expectations.

Cielo e Terra operates inspired by the following values, indefeasible objectives of its current policies:

• providing products that offer a high quality/price ratio in various strategically important market segments;
• ensuring product safety from a health and hygiene point of view and complying with regulations on production processes;
• ensuring the satisfaction of all interested parties (stakeholders, customers, users, employees, suppliers), meeting budget objectives, offering good employment and salary levels with low absenteeism rates, having no disputes with employees, constantly reducing the number of complaints, creating partnerships with suppliers;
• fulfilling implicit and explicit contract commitments;
• using assessment and planning tools and implementing improvements in all Company processes;
• respecting the environment and the compatible use of resources, ensuring compliance with environment regulations, constantly improving environment-friendly performances and adopting innovative company and product environment management policies;
• ensuring employee safety, following and updating Company systems based on prevention and employee protection regulations.

Cielo e Terra’s Mission is part of a wider view on work ethics that promotes the culture of wine, innovation and the valorisation of our history.

4 Scope

The code sets the rights, duties and responsibilities of the Company towards its stakeholders: employees, collaborators, directors, suppliers, customers, final consumers, partners, Public Administrations, etc., and anyone directly or indirectly, temporarily or indefinitely involved in relations with the Company. 

The Code applies to the following “Recipients”:

• representatives of management bodies and all management members, whose actions and decisions must be in line with the Code principles, must promote their understanding and application among employees, collaborators and third parties operating on behalf of the Company. Through their behaviour, company directors and management are a reference model for all employees;
• partners and employees, who must comply with the Code and notify the Board and/or the Supervisory Body of any infractions;
• suppliers of goods and services, who must be duly informed about the rules of behaviour set by the Code and comply with it for the duration of their contractual relationship with the Company.

5 General Ethical Principals

5.1 Legality

Recipients must comply with the law and national and EU regulations in general. Additionally, they must follow company regulations, procedures and instructions.

5.2 Fairness and Integrity 

Recipients must follow deontological, expert and professional rules of conduct applicable to all operations carried out on behalf of Cielo e Terra. Additionally, they must respect company regulations and procedures, as part of the rules of professional conduct.

In the performance of their duties, all Recipients must respect the rights of all subjects however involved in work and professional activities, including in terms of their opportunities, privacy and decorum.

In carrying out all activities, any situation that may create arbitrary discriminations towards employees or conflicts of interest between workers – whether managers or employees – and the Company, must always be avoided.

5.3 Honesty 

In the performance of their duties, everyone must diligently follow all applicable rules, the Code and internal regulations. The pursuit of Company interests shall never justify dishonest behaviour.

Giving or promising money, gifts or other commodities, or promising or guaranteeing benefits during the performance of duties, whether for personal interest or for the interests and benefit of the Company, is strictly forbidden.

Relations with stakeholders must be based on the principles of fairness, collaboration, loyalty and mutual respect. Therefore, any form of benefit or gift, received or offered, which may be interpreted as a way of influencing the independence of judgement and conduct of the parties involved, is strictly forbidden. 

5.4 Transparency and Completeness of Information Provided

When operating on behalf of the Company, Recipients must act transparently, providing clear, complete and pertinent information and avoiding misleading situations. They must also follow Company transparency rules, procedures and instructions.

All information must be clear, frequent, complete and accurate, in compliance with the principle of transparency.

Additionally, all information must be pre-emptively checked before being communicated internally or externally, to make sure it is clear, truthful and complete, including economic, financial and accounting data and the nature and quality of the products sold. 

Cielo e Terra is aware of the fundamental value of providing correct information to partners and the competent bodies and organisations regarding significant facts pertaining to the Company’s management and financial situation, and in no case justifies its collaborators’ actions aimed at impeding control from the bodies and organisations in charge. 

5.5 Confidentiality

The Company protects and ensures the confidentiality of all information in its possession, compliance with personal data protection regulations and does not attempt to acquire reserved data using illegal means. 

All information available to the Company is processed respecting the confidentiality and privacy of the data subjects. 

Recipients must treat any information acquired through activities performed on behalf of the Company with maximum confidentiality. They also must treat Company or stakeholder data and information exclusively in relation to and for the purpose of their duties and, in any case, they must not divulge (communicate, diffuse or publish in any way) sensitive information without the explicit consent of the data subjects or confidential information without Cielo e Terra’s authorisation. 

5.6 Individual Value

Cielo e Terra promotes the use of human resources respecting and valuing individual characteristics, protecting diversity and basing internal relations mainly on dialogue.

With regard to dignity: Recipients must respect the fundamental rights of individuals, protecting their moral integrity and ensuring equal opportunity.

Discriminatory conduct, based on political or union organization opinion, religion, racial or ethnic origin, nationality, age, gender, sexual orientation, health condition or personal intimate characteristics, is not admitted in internal nor external relations.

Employment Formalisation: work relationships are formalised in contracts. No irregular form of employment is admitted. 

Recipients shall provide all new employees maximum collaboration and transparency, ensuring they are clearly aware of their duties.

Employee Management and Assessment: the Company rejects all forms of discrimination towards employees and collaborators, promoting decisional and assessment processes based on commonly shared objective criteria.  

Health and safety at work: Cielo e Terra fosters working conditions that protect people’s physical and mental integrity, providing a work environment that complies with all applicable health and safety regulations. However, employees and collaborators must comply with all applicable environment health and safety regulations and standards and follow company policies when they set stricter requirements compared to those established by the law. To this end, the Company has implemented and maintains a certified Occupational Health and Safety Management System based on BS OHSAS 18001:07 standards.

Professional Growth: the Company promotes the professional development of its employees using adequate tools, with participative and work events, as well as specific training plans. 

Discrimination and Abuse: Cielo e Terra aims to create an environment free from discrimination and abuse for all its employees and collaborators. Everyone, from employees and collaborators to new applicants, will therefore be offered equal opportunities, in compliance with the applicable laws. Abuse and any behaviour that creates a hostile and unfavourable working environment will not be tolerated. 

5.7 Environment Sustainability

Sustainability and environment protection have always been at the centre of Cielo e Terra policies.

Cielo e Terra respects and is committed to the environment and adopts production processes that comply with the applicable environment regulations. The Company promotes commendable behaviour that improves its products’ impact on the environment on both a local and global scale.

Therefore, the Company is committed to base its activities on values such as respect for the environment and sustainable development by maintaining the UNI EN ISO 14001:2004 Certification, constantly improving its plants to ensure energy efficiency, assessing the impact on the entire life cycle of some of the main products and, more in general, adopting medium-long term strategies that make the company increasingly more sustainable.

5.8 Efficiency and Spirit of Service

Everyone must strive to improve their professional skills based on the highest standards and best practice in each sector and position. Additionally, everyone must carry out all duties and obligations adequately and strive for cost efficiency in all activities. 

Contracts and assignments must be carried out following the conditions consciously agreed by the parties.

In the performance of duties, everyone must constantly keep in mind the company mission of offering high-quality products and services with a high economic and social value for the community.

This consideration must always be at the basis of the Company and every director, shareholder and employee’s conduct.

5.9 Brand Protection

Directors, shareholders, employees and collaborators shall not endanger or compromise the values, image or good name of Cielo e Terra and its objectives with their actions.

6 Ethics within Corporate Governance

6.1 Board of Directors

Board Members must be nominated following transparent procedures.

The Board of Directors acts and decides with full knowledge of the facts. Board Members decisions must be autonomous, an exertion of their absolute discretion, and pursue the Company’s interests.

Independence of judgement is an essential requirement for Board decisions and, therefore, Members of the Board must guarantee maximum transparency during operations in which they have a personal interest. In these circumstances, all applicable laws, regulations and company procedures must be followed.

Specifically, as individuals, Board Members must carry out their duties responsibly, professionally and personally, allowing the Company to benefit from their competences.

6.2 Company Accounting Transparency

Cielo e Terra promotes maximum transparency, reliability and integrity in relation to the Company’s financial information.

Each operation and transaction must be duly recorded and authorised, be verifiable, legitimate, coherent and justifiable thanks to an adequate logging system and the decision making, authorisation and execution processes must be traceable.

Each operation must be supported by adequate documentation so that checks to verify the characteristics and reasons for the operation and identify the person who authorised, executed, registered and checked the operation, may be carried out at any time.

Recipients who become aware of omissions, irregularities or negligence must notify the Supervisory Body.

6.3 Internal Control

Recipients must be aware of the existence of the internal control systems implemented by the Company to help improve the efficiency and effectiveness of company processes and reduce the risks of its operations.

During the performance of their duties, Recipients are responsible for defining, executing and correctly applying the controls pertaining to their duties.    

7 Ethics in Relations with Third Parties and Public Administrations

7.1 Customers

The Company pursues its mission by offering quality products at competitive conditions, respecting all fair competition regulations. 

Employees, collaborators and directors must: 

• provide high-quality goods and services in an efficient and timely manner in accordance with contract agreements, in order to satisfy customers’ reasonable expectations and needs; 

• when necessary and in compliance with company policies, provide accurate and exhaustive information about Company products, to allow customers to make informed decisions;

• satisfy customers’ expectations in terms of honesty, transparency, compliance with laws and contract agreements;

• uphold the truth in sales, advertising and other communications.

7.2 Suppliers

The Company considers the fair and transparent relationship with its suppliers as one of the main reasons of its success. 

Suppliers are chosen based on highly selective criteria and verifiable parameters and objectives: quality, convenience, price, ability, efficiency, ethics, compliance with the law and constant strive for improvement and innovation. 

These are the requirements: 

• professionalism; 

• documented availability of means, including funds, organised structures, project resources and capacities, know-how, etc.; 

• availability and actual use of quality, safety, environment and food hygiene management systems; 

• safety and environment protection policies; 

• upholding a conduct that does not reflect badly on the image and good name of the Company. 

In its relations with suppliers of goods and services Cielo e Terra: 

• selects suppliers based on criteria set by existing procedures, in an objective and transparent manner; 

• does not prevent anyone with the necessary requirements from competing for a contract, adopting objective and recordable selection criteria; 

• complies with the agreed contractual conditions; 

• maintains a honest and open dialogue with suppliers, always in line with good business practices; 

• complies and demands compliance with all obligations imposed by regulations on health and safety on the workplace, environment, treatment/purchase/sale of products for human consumption, tax and social contributions, as part of the supply agreement. 

7.3 Integrity and Independence in Relations with Customers and Suppliers

Donations, benefits (whether direct or indirect), gifts, acts of courtesy and/or hospitality towards customers and suppliers are not permitted, unless their value does not compromise the Company’s image and cannot be interpreted as an intention to obtain a preferential treatment not justifiable by market rules. 

In any case, any gifts, acts of courtesy and/or hospitality must be communicated and authorised by the relevant line manager. 

Any sponsorships, donations or charitable funding must be approved by the CEO. 

The stipulation of a contract with a supplier and its management thereafter must be inspired by the principles of clarity, avoiding excess mutual dependency. 

To guarantee maximum transparency and efficiency to the purchase process, the Company provides: 

• adequate traceability of the decisions made; 

• retention of information and official documents and contracts for the periods of time set by the applicable laws. 

7.4 Supplies Ethics and Environment Protection

With the aim of aligning goods and services supplying with its ethical and environmental principles, Cielo e Terra may request that its suppliers meet certain social and/or environmental requirements. By way of example, it may request the presence of:

• a Code of Ethics or the possession of a Ethics Certification;

• a certified Environment Management System;

• an assessment of the life cycle of the products or services provided;

• data showing environment performance or compliance with the applicable regulations.

To this end, single contracts may include special clauses and declarations and documentation provided by suppliers may be verified through adequate checks.

7.5 Collectivity

Cielo e Terra is aware of the impacts of its activity on its local community, on social and economic growth and on the well-being of the collectivity and operates taking into consideration all interests involved. 

Therefore, it appreciates the strategic importance that dialogue with stakeholders has on its activities and where possible establishes a permanent communication channel with stakeholder associations in order to cooperate respecting mutual interests. 

7.6 Relations with Political Organisations and Trade Unions

In providing contributions to trade unions or political parties, movements, committees and organisations and their representatives and candidates, Cielo e Terra follows documented and traceable procedures in compliance with the applicable regulations. 

In any case, contributions shall not be linked to direct or indirect interests aimed at obtaining benefits or preferential treatments or disrupting free competition. Contributions shall not be offered to ensure reciprocity and any form of political exchange is excluded. 

7.7 Relations with Non-Profit Organisations

Cielo e Terra strives to bring value to the community, providing support and social, cultural and environmental initiatives aimed at promoting individuals, improving the quality of life and sustainability.

7.8 Relations with the Media and Divulging Information

Relations with the press, media and external interlocutors in general, are held by expressly designated subjects, following the Company’s procedures and policies. 

External communications are based on truthfulness, fairness, transparency and prudence, and aim to help explain the Company’s policies, programmes and projects. 

Employees, collaborators and directors cannot provide information or promise to provide information outside the Company without explicit authorisation from the CEO. 

7.9 Public Administrations

Relations between the Company and public officials or public service providers, the judiciary, public enforcement bodies and other independent authorities, including private partners providing a public service, must be held and managed in compliance with applicable laws and regulations, the principles set in the Code of Ethics and the procedures in the 231/01 Organization Model, in order not to compromise the integrity and reputation of either party. 

Commitments with Public Administrations and Public Instructions may be made exclusively by authorised figures; said commitments will be honoured in compliance with the regulations, Code of Ethics principles and following the internal procedures set in the 231/01 Organization Model. 

Cielo e Terra forbids employees, collaborators, directors, representatives and in general anyone operating in its interest or in its name and on its behalf, from accepting, promising or offering, directly or indirectly, money, gifts, goods, services or undue favours (including employment opportunities) in connection with relations held with public officials, public service providers or employees of Public Administrations or other public institutions, or private individuals, to influence decisions in order to obtain a favourable treatment or undue benefits or for any other purpose. 

All relations with Public Administrations must be held only via forms of communication aimed at explaining the Company’s activity or responding to requests or inspections or explaining the Company’s position on aspects of its activity. 

Therefore, Cielo e Terra: 

• represents its interests and expresses its positions in a transparent, rigorous and coherent manner, avoiding collusion. 

• opposes and avoids falsifications and/or alterations of reports and documental data to obtain undue advantages or any other benefit; 

• scrupulously checks data contained in reports submitted to public bodies.

In any case, employees, collaborators and directors must report any information regarding violations of the principles mentioned herein they may become aware of to the Supervisory Body, even if committed by competitors.

8 Code of Ethics Application

Cielo e Terra fosters a culture and mentality of controls and internal and external monitoring of company activities and employee behaviour. 

The attitude towards controls must be positive, as they contribute to improving management efficacy and efficiency. 

Internal controls refer to all tools necessary or useful to guide, manage and check company activities with the aim of ensuring compliance with laws and procedures, protecting company assets and the health and safety of individuals, managing activities efficiently and providing accurate and complete financial and fiscal data, ensuring the quality and genuinity of foodstuff and satisfying sustainability requirements. 

Responsibility for the efficacy of the internal control system is shared at every level of the Company’s structure. As a consequence, everyone within the scope of their duties is responsible for defining and correctly operating the control system. 

8.1 Supervisory Body

A Supervisory Body has been created with the following duties with regard to the application of the Code of Ethics: 

• monitor Recipients’ application of the Code of Ethics through the application of specific compliance programs, internal audits and in response to reports from internal and external stakeholders; 

• request the management and the administration organs to apply sanctions for Code violations; 

• periodically report activity results to the Board of Directors, notifying any significant Code violations; 

• issue opinions on the review of main policies and procedures, to ensure the Code’s consistency; 

• undertake, if necessary, the periodic Code review proposal. 

8.2 Communications and Training

The Code of Ethics is made available to all internal and external Recipients by at least publishing it on the company website. 

To ensure the Code is correctly understood and also taking into account any suggestions from the Supervisory Body, Cielo e Terra draws and implements a regular communication and training plan to help diffuse the principles and ethical rules contained in the Code. 

Training initiatives vary depending on collaborators’ roles and responsibilities.

8.3 Reporting Violations

Cielo e Terra has set up a communication channel through which anyone interested may report any concerns or violations of the Code directly to the Supervisory Body. 

Anyone with an interest may report violations or alleged violations of the Code to the Supervisory Body anonymously by sending an email to the dedicated address (odv@cieloeterravini.com). The Supervisory Body will examine all reports and may speak to the author and/or the person responsible for the alleged violation. 

The Supervisory Body acts in order to ensure whistle-blowers are protected from retortions, i.e. any act that may be interpreted as a form of discrimination or penalisation. 

Whistle-blowers identity is protected, without prejudice to legal obligations.

8.4 Code of Ethics Violations

If the Supervisory Body finds there has been a violation, it reports it to the Administrative Body and requests the application of sanctions. 

If the violation involves one or more members of the Board of Directors or the President, the Supervisory Body will report directly to the Board of Directors, as a collegial organ, and to the Statutory Auditors. The organs informed of the violation take the decisions and approve the necessary measures, including sanctions, based on the regulations applicable, and make sure they are implemented and report to the Supervisory Body. 

If the violation reported by the Supervisory Body is not followed up, or no sanction is proposed, the Administrative Body must provide adequate motivations to the Supervisory Body and the Statutory Auditors. 

9. Disciplinary System

9.1 – General principles

Article 6(2)(e) of the Decree establishes that a suitable disciplinary system must be introduced to sanction violations that have occurred because this, commensurate with the type of infringements and enforceable in the event of a violation of the provisions of the Model, renders the task of supervision and prevention entrusted to the Supervisory Body effective, and also serves to ensure the effectiveness of the Model itself.

The disciplinary system was also drawn up on the basis of the following principles:

• differentiation based on the Recipients of the Model;
• identification of the disciplinary sanctions to adopt against recipients, in compliance with the provisions of the National Collective Labour Agreement and with the applicable legislative requirements;
• identification of procedures for ascertaining violations, infractions, evasions, imperfect or partial applications, as well as a specific procedure for imposing sanctions, identifying the person responsible for applying them and in general overseeing the observance, application and updating of the disciplinary system.

The disciplinary system is specifically aimed at the following:

• all those who hold, whether de facto or de jure, functions of representation, administration or management (including any liquidators) of Cielo e Terra or any of its organizational units with financial and managerial autonomy;
• persons under the management or supervision of one of the above subjects, and in general to all employees as well as to all those who, in any capacity and at various levels of responsibility, operate within carry out tasks on to the benefit of Cielo e Terra’s overall business activity, including collaborators, commercial partners, and suppliers.

This disciplinary system is divided into specific sections, each referring to a category of recipients, taking into account the legal status of the various subjects.

The Supervisory Body is entrusted with the task of monitoring the observance and correct application of the disciplinary system and its effectiveness, and of suggesting to the General Manager and the Board of Directors any updates, modifications and/or implementations that it deems necessary for the best possible functioning of the disciplinary system itself.

Disciplinary sanctions apply regardless of any criminal procedures, because the rules of conduct introduced by the Model are adopted by the Company autonomously and independently from the criminal offence to which such conduct may give rise.

The Supervisory Body may advise the General Manager of Cielo e Terra to adopt disciplinary measures commensurate with the extent and gravity of the violations ascertained.

9.2 – Disciplinary sanctions against employees

Employee violations of individual rules of conduct set in this Model shall constitute disciplinary offences. The sanctions applicable to employees are governed by those provided for in the National Collective Labour Agreement applied by the company, in accordance with the procedures set by article 7 of Law n. 300, of 30 May 1970 (Workers’ Statute of Rights), and/or any special regulations applicable. Depending on the severity of the violation, the sanctions applicable may be those provided for by the Italian Food Industry Collective Labour Agreement, as well as by the Italian Labour Contract for Industry Managers.

The sanctions will be imposed, in compliance with the procedures provided for by the applicable National Collective Labour Agreement, by the General Manager, on his own initiative or at the behest of the Supervisory Body.

With regard to the protection of health and safety in the workplace, the application of disciplinary sanctions may be proposed by the Prevention and Protection Service Manager and/or by the Employer.

The disciplinary measures listed below, which can be applied to non-executive personnel, are those provided for by the sanctioning system of the National Collective Labour Agreement and any amendments and renewals thereto, and shall be adopted taking into account:

• the intentionality of the conduct and the degree of negligence, imprudence or inexperience with regard also to the predictability of the event;
• the overall conduct of the worker with particular regard to any disciplinary precedents regarding him/her, within the limits permitted by law;
• the worker’s duties;
• the operational function of the persons involved in the events constituting the offence;
• any other particular circumstances accompanying the disciplinary violation.

All provisions of Article 7 of Italian Law 300/1970 – in relation to both the explanation of the disciplinary codes, and in particular the obligation to notify the employee in a timely fashion with regard to the charge, so that he/she can prepare a suitable defence and provide any justifications, as well as for the purposes of taking into account any previous disciplinary issues – shall be applicable in such cases.

Therefore, the disciplinary measures that can be imposed against such workers, in compliance with the provisions of Article 7 of the Workers’ Statute (Law 300, dated 20 May 1970) and any applicable special regulations, are those provided for by the sanctioning apparatus of the Italian Food Industry Collective Labour Agreement, i.e.:

• verbal reprimand: applies in the event of slight non-compliance with the principles and rules of conduct provided for by the Organizational Model and/or the Code of Ethics, or in violation of in-house procedures or rules;
• written reprimand: applies where the infringements referred to in point 1 above are recurrent;
• fine not exceeding the amount in hours envisaged by the current National Collective Labour Agreement: shall apply where the non-compliance with the principles and rules of conduct provided for by the Organizational Model and/or the Code of Ethics or in the event of violation of in-house procedures and rules, can be considered neither slight nor serious, correlating said conduct to a negligent failure to comply with the rules and/or procedures and/or directives and instructions given by management or superiors;
• suspension from remuneration and from service for a maximum number of days not exceeding that set out in the current National Collective Labour Agreement: shall apply where the non-compliance with the principles and rules of conduct provided for by the Organizational Model and/or the Code of Ethics or in the event of violation of in-house procedures and rules, can be considered in any way serious, even if arising from recurrence of disciplinary offences sanctioned with a fine;
• summary dismissal without notice and with the other conditions of reason and law: applies where, in carrying out tasks categorized as Sensitive Activities, conduct is characterized by significant non-fulfillment of the prescriptions and/or procedures and/or in-house rules established by the Organizational Model and/or Code of Ethics, even if such conduct is only liable to constitute one of the crimes or administrative offences sanctioned by the Decree or, in case of recurrence any disciplinary offence sanctioned with suspension.

In the event of non-compliance by managers with the principles and rules of conduct laid down by the Organizational Model and the Code of Ethics or in the event of violation of the in-house procedures and rules envisaged and/or referred to or still being adopted, in the context of Sensitive Activities, of conduct that is not compliant with or adequate for the above provisions, the most suitable measures will be applied to executives in accordance with the provisions of the National Collective Labour Agreement for Industry Executives. Failure by executive personnel to ensure the correct application, by hierarchically subordinate workers, of the rules and procedures set out in the Organizational Model and the Code of Ethics, as well as any direct violation thereof, or at a more general level any conduct during the performance of their duties, which does not comply with conduct reasonably to be expected from an executive, in relation to their corporate function and the degree of autonomy afforded them.

The General Manager shall promptly notify the Supervisory Body of each sanction issued, accompanying it with a brief indication of the violation, the reasons for the sanction and the criteria used to calculate it.

This disciplinary system shall be constantly monitored by the Supervisory Body and the General Manager. The Organizational Model and the Code of Ethics shall be considered binding for all recipients. Therefore, these documents and any subsequent updates shall be made known by the Company to the recipients by sending an internal circular in accordance with the provisions of Article 7 of the Workers’ Statute, placing particular emphasis on the sanctions associated with violations.

9.3 – Measures Applicable to collaborators, business partners and suppliers

Collaborators, business partners’ or suppliers’ behaviour that is in contrast with the principles or the conduct guidelines set in this Model, or that may result in an alleged offence following the triggering of certain contractual clauses inserted in appointment letters or in partnership agreements, may cause the termination of the contract, without prejudice to the right to claim compensation if said behaviour causes damage to the Cielo e Terra, as in cases in which the Judge applies the measures defined in the Decree.

REV of 30 JUNE 2021