Corporate Governance

1. PREMISE

This Code of Ethics (hereinafter "Code") states the ethical principles and values which constitute the company culture and which should guide the conduct and behaviour of those operating in the interests of Rovagnati S.p.A. (hereinafter “Rovagnati” or “Company”), both inside or outside the corporate organization. The Code of Ethics is an essential element of the model of organization, management and control (hereinafter "Model”) adopted by Rovagnati in accordance with and pursuant to Italian Legislative Decree n. 231/2001.
Rovagnati, founded in 1941 as a food distributor, has been manufacturing food products and quality charcuterie for over thirty years, offering consumers from all over the world a healthy and nutritionally balanced diet, as well as complying with the highest hygiene and quality standards. Technology, safety and quality are key elements of the corporate philosophy. Quality control authorities carry out the most rigorous inspections daily to check product quality and safety.
The growth and continuous development of the business, as well as the scope and importance of the activities, have led Rovagnati to operate in many different rapidly evolving contexts and play a key role in the market, in economic development and in the welfare of its community. For this reason it is important for Rovagnati to clearly state the values that the Company acknowledges, accepts and shares, together with the responsibilities it takes inside and outside the Company itself.
All of Rovagnati's activities must be conducted in compliance with the law, within a framework of fair competition, with honesty, integrity, fairness and good faith, with respect for customers, employees, shareholders and trade and financial partners. All those who work for or with Rovagnati, without distinction or exception, undertake to observe these principles in their job and responsibility.
In no way can the belief of acting to the advantage of Rovagnati justify behaving in a way which is against the principles, values and code of conduct stated in this Code of Ethics. The observance of the provisions of the Code of Ethics by Rovagnati employees and all the other recipients is of fundamental importance in maintaining efficiency, reliability and reputation of the Company.

2. RECIPIENTS AND SCOPE OF APPLICATION

2.1 Recipients and Scope of Application of the Code of Ethics

The rules and regulations of this Code of Ethics apply to, and without exception, all those who collaborate continuously with the Company, in particular managers, heads of department, employees, consultants, directors, auditors and statutory auditors of Rovagnati, as well as all those who, directly and indirectly, permanently or temporarily, establish for whatever reason a collaboration or relationship - under whatever name - with Rovagnati or operate in the interests of the Company. All the aforesaid individuals are "Recipients" of the Code of Ethics.
It is the duty of all Recipients to comply with the Code of Ethics and adapt their conduct to the principles stated therein. In particular, by way of example:

- members of the Board of Directors must be guided by the principles stated in the Code of Ethics when setting the Company's objectives;

- members of the Board of Statutory Auditors must monitor the observance of and compliance with the principles of Art. 2403 of the Italian Civil Code;

- managers and heads of department must fulfil the values and rules and regulations stated in the Code of Ethics and take responsibility for these values and regulations inside and outside the company, as role models and to set an example for their employees, encouraging them to observe the Code of Ethics and comply with the rules and regulations, reinforcing trust, cohesion and team spirit;

- employees, in compliance with the laws and regulations in force, must adapt their actions and conduct to the principles, objectives and values stated in the Code of Ethics;

- collaborators, commercial partners and suppliers must adapt their conduct and professional practice to the principles stated in the Code of Ethics.
It is the duty of all those who collaborate with Rovagnati, including the employees, to read the Code of Ethics and the rules and regulations stated therein; they must refrain from conduct that goes against them, and contribute actively to implementing the Code and making any updates or improvements, and notifying the Supervisory Board of any flaws. In particular, the observance and compliance with the rules and regulations of the Code of Ethics is an essential part of the contractual obligations of all Rovagnati employees, in accordance with and pursuant to Art 2104 of the Italian Civil Code (Art. 2104 c.c.: “Employees shall use care and diligence in the performance of their duties, in accordance with the nature thereof, in the interest of the company, as well as in the higher interest of national production. They shall also comply with the provisions given by the employer and his/her collaborators for the execution and the discipline of their work”).

Rovagnati undertakes to promote and guarantee that the Code of Ethics is made known to all the Recipients, using specific and adequate means of communication (e.g. putting it on the company noticeboard, giving a copy to all employees, adding dedicated sections on intranet and/or on the company website, etc.) The Code of Ethics must also be made known to all those who trade with Rovagnati. All recipients must be duly and adequately notified of any updates, amendments and/or integrations to the Code of Ethics.

2.2 Monitoring and implementation of the Code of Ethics

Rovagnati undertakes to ensure, by taking all necessary measures that can guarantee:

- maximum disclosure of the Code of Ethics to the Recipients;

- elaboration and updating of the Code of Ethics, in order to adapt it to ever-changing reference values and regulations relevant to the Code of Ethics;

- availability of cognitive and clarification tools regarding the interpretation and implementation of the rules and regulations stated in the Code of Ethics;

- checks are made in the event of breach of the Code of Ethics or reference values;

- assessment of the facts and consequent implementation of sanctions should breach be verified;

- that nobody may be subjected to retaliation of any kind for having provided news of possible breaches of the Code of Ethics or reference values.


Rovagnati undertakes to ensure that the rules and regulations stated in the Code of Ethics are observed, with the institution of a Supervisory Board, whose role is to monitor and verify the implementation of the Code. It is the duty of the Supervisory Board to undertake the following:

- cooperate in decisions regarding breach of the Code of Ethics, verified by the Supervisory Board itself on its own initiative or following notification from other heads of department, in agreement with the Human Resources Manager (regarding the enforcement of penalties) and with the superior to the person whose conduct has been sanctioned;

- notify the board of directors and the statutory board of auditors of any breaches committed by managers or directors of the company;

- express opinions on any review of the Code of Ethics or on the most relevant company policies and procedures, in order to guarantee coherence with the Code of Ethics;

- verify the application and observance of the Code of Ethics, verifying and promoting continual improvement of ethics through an analysis and assessment of the control processes and risks;

- monitor measures taken to make the Code of Ethics known and to ensure it is understood;

- constantly monitor how the recipients are applying the Code of Ethics and welcome feedback, comments and suggestions;


3. ROVAGNATI'S VALUES AND PRINCIPLES

3.1 Principles

Collaborators must work in accordance with Rovagnati's values and principles ("Principles"), in that they must be familiar with them and accept them as their own.

Legality
Collaborators are required to comply with national and international laws and regulations in force.

Honesty
Collaborators must act with transparency, integrity and honesty in every internal and external relationship and must not pursue personal and/or corporate interests that amount to infringements, other than the regulations and CCNL of this Code of Ethics and the Model.

Fairness
The conduct and activity of the collaborators must be based on the utmost fairness, also in relations with colleagues, suppliers, clients, and more in general, all those with whom they are in contact for their jobs. This principle, other than complying with the procedures set out in the Model and the company policies, implies that discriminatory situations and conflict of interest must be avoided.

Responsibility
In following the company mission, collaborators must be responsible and aware of the implications and consequences of their actions also in the light of the Principles set forth in this Code of Ethics.

Impartiality
In compliance with the Principles of its action in conducting business and activities, Rovagnati does not tolerate discriminatory conduct of any kind regarding the race, gender, religion, ethnicity, language or nationality of individuals.
The principle of equal opportunities is therefore applied to the management and daily activity of company life.

Transparency
Rovagnati believes it essential that to conduct its business and for company life the information supplied internally or externally should be truthful, complete and accurate.

Excellence
Every activity should pursue standards of effectiveness and efficiency. Collaborators shall guarantee commitment and professional rigour in order to provide an excellent performance.

Competition
Rovagnati considers fair competition as a value and operates in the market in compliance with the principle of fair competition and fairness.

Separation of duties and powers
The Company develops and improves its organizational system in order to guarantee internally the principle of separation of duties and powers of those who execute, verify and give approval. The operating methods are planned and described in the company policies.

The satisfaction of human resources
Rovagnati strives to provide satisfaction among its staff through support to all measures aimed at achieving a dynamic working environment, aimed at motivating and involving the staff, giving priority to team work, encouraging the acquisition of new skills and being able to measure, recognize and gratify the contribution of every single individual.
Rovagnati involves its Collaborators in company business, guaranteeing a working environment based on attention, listening, trust and professional recognition, also through the care of places and working conditions that safeguard the physical and psychological integrity of people.
To exploit the skills of its human resources, Rovagnati offers its own instruments for training, updates and professional development.

Community and Environment
The Company is aware of the social role that it plays in the community and the environmental aspects that interact with its business in the territory and in the community.

Confidentiality
Rovagnati acts in compliance with confidentiality of information acquired in carrying out its business, whether it belongs to its Collaborators, suppliers or clients.

3.2 Obligations for employees, managers and heads of departments

All employees are asked to have knowledge of the rules and regulations stated in the Code of Ethics, as well as the reference standards that regulate the activities carried out in their job.
In particular, Rovagnati employees are obliged to:

- refrain from conduct that does not comply with these rules and regulations;

- contact their superiors for clarification on how to apply them ;

- promptly notify their superiors of any information or detection - both direct or reported by others - that the Code of Ethics has been breached;

- promptly notify their superiors of any request made to them and/or any pressure on them that may breach the Code of Ethics;

- collaborate with the departments designated to verify breaches. Should the employee believe that the issue has not been adequately dealt with or solved following notification, he/she may contact the Supervisory Board.
Employees may not conduct personal investigations or report information to other individuals other than their superiors or the Supervisory Board. It is the duty of all managers and/or heads of department to:

- set an example of conduct for their employees and collaborators;

- ask the employees to observe the Code of Ethics and encourage them to pose questions and discuss issues regarding its rules and their observance;

- work in such a way that the employees understand that observance of the rules and regulations of the Code of Ethics is an important element of their working performance;

- within their powers, select employees and external collaborators with care to avoid employing individuals that do not prove fully committed to observing the rules and regulations of the Code of Ethics;

- promptly inform their superior or Supervisory Board, of any possible cases of breach of the regulations, including information from employees outside the company;

- adopt, whenever necessary, immediate corrective measures;

- prevent any kind of retaliation against employees who have reported breaches of the Code of Ethics.

3.3 Third party obligations

With regard to third parties, all Rovagnati employees, managers and heads of departments must, within their powers:

- inform them adequately of the commitment and obligations enforced by the Code of Ethics;

- demand observance of the obligations that directly involve their activity;

- take any necessary measures internally and, within their powers, externally should third parties fail to comply with the rules and regulations of the Code of Ethics.


3.4 Auditing activities

Rovagnati's policy is to promote and spread – at all levels - a culture distinguished by an awareness of the existence of audits, and the assumption of a control-oriented approach. Audits must be viewed in a positive light, especially since they contribute heavily towards improving efficiency.
Internal audits include all the tools necessary or useful for orienting, managing and checking business activities with a view to ensuring compliance with laws and corporate procedures, protecting the company property, efficiently managing operations and generating accurate and complete financial and accounting data.
Rovagnati has described the audits with specific relevance to the implementation of the Model in the Model itself. In any case, it is the duty of the entire company to implement effective auditing systems at every level; accordingly all the employees are responsible for ensuring the definition and operation of all proper auditing systems.
Within the scope of their duties, managers shall participate and involve their collaborators in the company's auditing system. Each individual shall be held responsible for company assets (tangible and intangible) assigned to them that are necessary. No employee may make improper use of the company assets and resources assigned or allow others to do so.


4.4 Dealings with suppliers

In adjudicating tenders for the procurement or supply of goods and/or services in general, all Rovagnati's employees, heads of department and managers must:

- fully comply with all the regulations and internal procedures for the selection and management of dealings with suppliers;

- refrain from preventing any company able to meet the specified requirements from competing to become a supplier, by adopting objective criteria for evaluating potential suppliers according to stated and transparent procedures;

- select suppliers on the basis of the needs of the Company, with the aim of obtaining the best possible conditions in terms of quality and costs of the products or services on offer;

- obtain the utmost collaboration of suppliers to ensure that Rovagnati and its clients are constantly satisfied, or that at least their expectations are met, in terms of quality, cost and delivery;

- maintain an open and honest dialogue with suppliers, in keeping with the best business practices and company tradition;

- inform the management about any significant problems that may arise with a supplier in order to evaluate their possible consequences and adopt adequate measures.

4.5 Relations with mass media

Information given to the outside world must be truthful, honest, transparent and fair. Relations with the media shall be maintained only by departments and managers specifically appointed to do so.
Rovagnati employees may not disclose information to representatives of the media, nor may they undertake to do so without the authorization of specifically appointed supervisors.
No Rovagnati employee, head of department or manager is permitted to offer, in any manner or form whatsoever, payments, gifts or other benefits that are aimed, or that may be reasonably perceived to be aimed at influencing the professional activities of mass media representatives.

5. ACCOUNTING TRANSPARENCY

Accounting transparency is based on the truth, accuracy and completeness of basic information regarding entries in the accounts. Each employee, head of department or manager is required to collaborate in such a way that management affairs are correctly and rapidly recorded in the accounts.
Each operation must be stored in a file with the relevant supporting evidence of the activity carried out, in order to allow:

- easy bookkeeping;
- identification of the levels of responsibility;
- accurate reconstruction of the operation, especially with a view to reducing the likelihood of errors of interpretation.

Each record shall exactly reflect the content of the support documentation. It is the duty of every employee, head of department or manager, within their respective powers and areas of activities, to ensure that the documentation can be easily traced and filed on a logical basis.
Should any omission, falsification, alteration, incompleteness or negligence in accounting information or support documentation come to the attention of the Rovagnati employees, heads of department or managers, they shall
notify their own superior and the Supervisory Board of the said occurrence, as well as refer any doubts as to how the aforesaid documentation is handled or stored.
The documents used by the employees in the interest of Rovagnati must be filed and stored. No employee may, of his/own accord, destroy or alter the documents used in the course of their work. Should any Company employees be in doubt as to how the documents are handled and stored, they must ask for information from their superior or Supervisory Board.


6. HEALTH, SAFETY AND ENVIRONMENT

Rovagnati is committed to contributing to the development and welfare of the communities where it operates, by pursuing the objective of ensuring the safety of the product and the health of its employees, external collaborators, clients and local communities that may have been affected by the company's activities and to reducing their environmental impact.
Rovagnati actively contributes to promoting technological development aimed at guaranteeing product quality and safety as well as environmental protection and preservation of natural resources.
Rovagnati's activities must be managed in strict compliance with the food safety, product hygiene and production environment laws in force and must comply with the rules and principles of H.A.C.C.P. systems, internal and EU regulations regarding hygiene, guides to good hygiene practice, the so-called "hygiene package" and all other relative regulations, including foreign regulations that Rovagnati undertakes to follow due to dealings with foreign clients and suppliers.
Operating procedures must comply with stringent environment protection and energy efficiency laws, with a view to improving health, safety, the prevention of accidents and protection in the workplace, in order to protect the health and safety of all those working in Rovagnati and its collaborators.
Research and technological innovation must be focused specifically on the development of products and processes that are compatible with the environment and reflect the utmost attention to food safety and health of the operators and final customers.
All Rovagnati employees, heads of department and managers undertake to contribute towards maintaining and improving the safety and quality of the products and working environments.

7. CONFIDENTIALITY AND DISCRETION

Rovagnati's activities constantly require the acquisition, storage, processing, communication and disclosure of information, documents and other data relating to negotiations, administrative procedures, financial transactions and so on.
Rovagnati databases may contain personal data protected by privacy laws, some of which cannot be made known outside the company under contractual obligations and some of which cannot be improperly or untimely disclosed for risk of damaging the company's interests.
It is the duty of all employees, heads of department, managers and collaborators to ensure the confidentiality required by certain circumstances of all information acquired through their duties.

Rovagnati undertakes to protect information relevant to its own employees and third parties, deriving or acquired during business dealings, and to avoid any improper use of this information. Information, facts and data acquired or processed by employees, heads of department and managers in the course of their work or in virtue of their position, belong to Rovagnati and may not be used, disclosed or divulged without specific authorization.
Without prejudice to the prohibition of disclosing information pertaining to the organization and production methods or of using it in such as manner as may be prejudicial to the company, all Rovagnati employees, heads of department and managers shall act in accordance with the privacy and confidentiality laws and regulations in force.