Corporate Governance


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.

2.1 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*.

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.

* 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”

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.

3.1 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.

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

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.

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.

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.

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.

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.

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

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.

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

Each employee is 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 or to have suffered retaliation, 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 of the Company 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.

4.1 Conduct in business
Rovagnati is inspired by principles of loyalty, fairness, transparency, efficiency and market openness in all its business transactions.

All recipients of this Code of Ethics, including external collaborators whose actions may in some way affect Rovagnati’s standing, are expected to behave correctly and fairly in any business activities involving Rovagnati and in their relations with public bodies, regardless of the competitive nature of the market and the importance of the deal in question.

Corruption, unfair favours, collusion, solicitation, whether direct and/or through third parties, promises of personal benefits and career advances for oneself or others, are all strictly prohibited.

Rovagnati recognises and respects the right of its employees, heads of department and managers to make investments and conduct business or other activities outside that carried out in the interests of the Company, provided that such activities are legal and compatible with their obligations towards Rovagnati.

In any event, all Rovagnati employees, heads of department and managers are expected to avoid becoming involved in situations and activities where a conflict of interest may arise or that may affect with their ability to take impartial decisions in the best interests of the Company and in full compliance with the rules of this Code of Ethics. Any situation that may constitute or determine a conflict of interest must be promptly reported to a superior and/or the Supervisory Board. In particular, all Rovagnati employees, heads of department and managers are expected to avoid conflicts of interest between their personal and family financial dealings and their role within the organisation for which they work. Merely by way of example, the following situations may give rise to a conflict of interest:

- economic and financial interests of an employee and/or family members concerning the activities of suppliers, customers and competitors;
- use of a person’s position in the company or information acquired as part of his/her work that may lead to a conflict between his/her personal interests and those of the Company;
- performance of any manner of work for customers, suppliers or competitors;
- acceptance of money, favours or benefits from people or companies that already or intend to do business with Rovagnati.

The giving, offering or promising, directly or indirectly, of money and/or material benefits of any kind and/or entity to third parties, public officials, public service employees or private individuals in order to influence or reward official action or to induce them to act or not in a certain way is strictly prohibited.
Acts of business courtesy, such as free gifts or hospitality, are only permitted when these are of modest value and, in any case, are not likely to compromise the integrity or reputation of any of the parties and cannot be seen by an impartial observer as a way of obtaining an unfair advantage. This type of expense must always be duly authorised and adequately documented in any case.

Any employee, head of department and/or manager who receives gifts or favourable treatment not directly ascribable to normal business courtesy must promptly report this to their superior and/or the Supervisory Body. That person’s superior or the Supervisory Body may then decide to authorise acceptance of the gift on a case-by-case basis. Any authorisation must, in any event, be issued in writing to the employee, head of department and/or manager and must be properly justified.

External collaborators (including consultants, intermediaries, etc.) are required to comply with the principles contained in the Code of Ethics. To this end, each employee, head of department or manager shall, where this applies to them:

- fully comply with internal principles and procedures for the selection and management of external collaborators;
- only select properly qualified individuals and companies of good repute;
- take due account of any indication, whatever the source, of the possibility of using certain external collaborators;
- promptly report to their superior or the Supervisory Body any suspected breaches of the Code of Ethics by external collaborators;
- include in external collaboration contracts an express clause regarding the collaborator’s obligation to comply with the principles of this Code of Ethics where so required by company procedures.

Remuneration must, in any case, be commensurate with the service indicated in the contract. Payment may not be made to anyone other than the contractual counter-party, nor in a third country to those of the parties or where the contract is signed.

4.2 Employee relations
Human resources are an indispensable element for the very existence of a company.

Rovagnati guarantees equal opportunities for all employees, based on professional skills and individual abilities, without any discrimination based on their gender, age, faith, race, political affiliation and/or trade union membership.

In order to ensure objective application of the aforementioned principles, the Company has introduced methodological processes that objectively assess competence and skills, merit, economic results and reward systems on the basis of measurable targets in compliance with applicable laws and relevant collective labour agreements.

The relevant departments must:
• adopt criteria of merit and competence, and remain strictly professional in any decision concerning an employee;
• select, hire, train, pay and manage employees without any form of discrimination;
• create a work environment where it is not possible for personal characteristics to give rise to discrimination.
In conducting its business, the Company is committed to guaranteeing safe working conditions and to protecting the psycho-physical integrity of the worker, by respecting his/her moral character and making sure that he/she is not subject to illicit conditioning or undue unease.

The Company expects all employees, at every level, to work together in an atmosphere of mutual respect for the dignity, honour and reputation of each person, and will therefore intervene to prevent any abusive or defamatory interpersonal behaviour.

4.2.1. Recruitment policies
The selection and hiring of new employees is carried out exclusively on the basis of the candidates’ skills and professional abilities, having regard to the roles to be covered to meet Rovagnati’s needs. In this sense, the Company’s recruitment process fully complies with the principle of equal opportunities, without any discrimination of any description and avoiding all forms of favouritism or patronage.

4.2.2. Treatment of employees
Rovagnati guarantees equal opportunities for its employees and treats everyone with respect and dignity.
Each employee is required to read and accept Rovagnati’s internal procedures and protocols, as well as those set out in the Model. To this end, the Company informs and trains its employees with proper reference to the relevant documents and draws their attention to any updates and/or changes to these.

4.2.3. Health and safety in the workplace
Rovagnati is committed to creating and maintain a work environment that protects the physical integrity and moral dignity of its employees by complying with current legislation on occupational health and safety and accidents at work. In order to achieve this goal, Rovagnati constantly monitors the health and safety conditions in the workplace, introducing all appropriate technical and organisational measures needed to guarantee the best possible working conditions.
All Rovagnati employees are expected to use company assets safely and in an appropriate manner in order to keep the work environment safe and healthy and as free as possible from health or safety hazards.
Employees are expected to comply with the safety guidelines and to report any accidents, hazardous conditions or behaviour and potentially harmful situations immediately to the designated safety managers.

4.2.4. Professional conduct
In accordance with the ethical principles that guide its business, Rovagnati protects the physical and moral integrity of its employees and guarantees working conditions that fully respect human dignity.
During employment, all personal dealings between employees, whatever their level of responsibility within the organisation, shall be based on mutual respect, fairness and politeness. Superiors will base their dealings with employees on the utmost fairness and respect, demonstrating workplace dignity.
Rovagnati does not condone any behaviour that insults the dignity of others, especially when motivated by reasons of race, ethnicity, sexual preferences, age, faith, social class, political opinions, state of health or any other reason of a discriminatory nature.

4.2.5. Harassment
Every employee has the right to work in an environment free of any kind of discrimination based on race, faith, gender, ethnicity, trade union membership or political affiliation. Rovagnati prohibits the use of harassment in internal and external business relationships, by which it means:
• the creation of an intimidating, hostile or isolating work environment for individuals or groups of workers;
• unjustified interference with the performance of other people’s work;
• obstructing an individual’s job or career prospects for mere reasons of personal competitiveness. Rovagnati does not condone or tolerate sexual harassment, by which it means:
• basing decisions regarding an individual’s career prospects and conditions of work on sexual favours;
• suggesting private interpersonal relationships despite an express or reasonably obvious dislike, and which, depending on the situation, have the effect of making the person receiving such remarks uneasy and with objective implications on their ability to work.

Managers especially are required to demonstrate and promote by example a polite, fair and responsible attitude to any instance of sexual harassment.

4.2.6. Violence
Rovagnati does not tolerate violent, threatening behaviour, psychological abuse or any other conduct prejudicing another’s physical and moral wellbeing in the workplace.
Violent acts, or threats of violence, committed by an employee against another person, his/her family or personal property are unacceptable and, as such, will be punished.
It is therefore strictly forbidden for any employee to introduce weapons or other dangerous or offensive items into the workplace or company vehicles, unless specially authorised to do so.

4.2.7 Respect of privacy
Rovagnati is committed to protecting an individual’s right to privacy where this involves information concerning the private life of its employees and, more generally, of anyone who interacts with the Company. In addition to compliance with current data protection legislation, respect of privacy is also guaranteed by a prohibition regarding all forms of employee control not permitted by law. Any data collected by Rovagnati regarding its collaborators for reasons relating to its business activity may not be disclosed to third parties, except where foreseen by the General Data Protection Regulation No. 2016/679 and by the Italian Legislative Decree No. 196/2003 and subsequent amendments and supplements, solely and exclusively for the purposes indicated in the information provided by the company from time to time in favour of the interested parties.

4.2.8 Child labour
Rovagnati does not use child labour or forced labour, nor does it enter into contracts with suppliers or subcontractors who use such labour. Rovagnati guarantees that its products are not manufactured by people who are denied the possibility of receiving an education or living a life as established by children’s rights.

4.3 Dealings with customers
Rovagnati conducts its business and pursues success on the markets by offering quality products and services, insisting on excellence and compliance with all laws and regulations protecting fair competition.

Rovagnati recognises that its customers’ appreciation of the products and services it offers is of primary importance for the success of its business. Rovagnati employees, heads of department and managers are therefore required:

- to carefully observe every aspect of all the rules and internal procedures for managing customer relations;
- not to harm directly or indirectly Rovagnati’s good reputation which the Company has built up over the years with its customers;
- to provide efficiently, with courtesy and within contractual limits, high quality services that meet or exceed the reasonable expectations and needs of the customer;
- to provide accurate and comprehensive information about its products and services so that customers can make informed decisions;
- to be truthful and clear in all commercial communications with its customers.

When Rovagnati supplies its products to public bodies (also by participating in calls for tenders), all employees, heads of department, managers and collaborators, for whatever reason involved in the supply chain, shall carefully follow the principles in paragraph 4 below.

4.4 Dealings with suppliers
In adjudicating tenders for the procurement or supply of goods and/or services, 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.

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.

Rovagnati knows how crucial it is to ensure a good level of IT security in order to protect the information it uses on a daily basis. It recognises that this is key to any effective development of its corporate business policies and strategies. The constant introduction of new technologies exposes the company to a variety of legal and financial risks, as well as some potential risks to its reputation and security.

6.1 Use of business IT systems

It is understood that any use of the company’s IT and telematic resources must always be inspired by the principles of diligence and correctness. These two principles should influence every action and all behaviour in the workplace. Employees are also expected to respect any additional internal rules of conduct aimed at ensuring compliance with the legal requirements and avoiding unconscious and/or incorrect behaviour which may harm the company, other employees or customers. Please see the specific provisions contained in the company rules regarding the use of IT tools for further details.

6.2 Business information systems

Personal computers (desktops and mobile devices) and any software (programs and/or applications) issued to employees and management are clearly classed as work tools.

• these tools must be kept in an appropriate manner;
• these tools should only be used for professional purposes (needless to say, for a person’s assigned tasks) and not for any personal purposes, let alone for illicit purposes;
• any theft or loss of these tools or damage to the same must be promptly reported to the company.
Any action or behaviour contrary to that indicated must be avoided at all costs.

Rovagnati views the development and use of new information technologies as being of fundamental and strategic importance for the development of its business and the pursuit of its goals.

7.1 Use of personal computers

In order to avoid the serious risk of introducing computer viruses and altering the stability of computer applications, all Rovagnati employees and management:
• may only install external programs if expressly authorised to do so by the IT Manager;
• must not use any programs that have not been officially distributed by the IT Manager;
• must not use software and/or hardware tools designed to intercept, falsify, alter or suppress the contents of communications and/or electronic documents;
• must not modify the configuration of and settings on their issued PC;
• must not install means of communication (e.g. modems) on their issued PC;
• must not listen to programs, audio or music files, etc., on PCs equipped with an audio card and/or CD player unless for purely work purposes.

7.2 Use of magnetic media and/or external memory devices

Employees and management are not allowed to download onto a PC any files held on magnetic/optical media that have no bearing on their work.

All files of uncertain or external origin, even if related to the work activity, must first be checked and authorised by the IT Manager before they can be used.

7.3 Use of the corporate network

Network units are strictly areas for sharing professional information and must not be used howsoever for any other purpose.

Therefore, any files that are not linked to work activities must not be used, even for short periods, on these units.

Rovagnati reserves the right to proceed to remove any file or application that it deems to be dangerous for the security of the system or acquired and installed in breach of this Code of Ethics.

7.4 Use of the Internet and related services: Internet browsing

All employees and management:
• are not permitted to browse websites not strictly linked to the performance of their assigned duties;
• are not allowed to make any financial transactions, including remote banking, on-line purchases and the like;
• must not download free software (freeware and shareware) from Internet sites, unless expressly authorised to do so by the IT Manager;
• must not affect any form of registration on websites whose contents are not linked to work activities;
• must not, for non-professional reasons, participate in forums or use chat lines or electronic bulletin boards, let alone register on guest books, even when using pseudonyms (or nicknames);
• must not save electronic documents of an offensive and/or discriminatory nature based on gender, language, faith, race, ethnic origin, opinion, trade union membership or political affiliation.

7.5 E-mail

E-mail is also deemed a work tool and so Rovagnati reminds all its employees and management that:
• they must not use e-mail (internal or external accounts) for reasons not strictly linked to the performance of their assigned duties;
• they must not send or save e-mail messages (using internal or external accounts) of an offensive and/or discriminatory nature based on gender, language, faith, race, ethnic origin, opinion, trade union membership or political affiliation;
• e-mails sent outside the company computer network may be intercepted by third parties and so “strictly confidential” work documents should not be sent by e-mail unless this has been specifically authorised;
• company e-mail addresses must not be used to participate in debates, forums or mail-lists unless explicit authorisation to do so has been obtained.
Since the use of e-mail is exclusively viewed as a work tool, each employee acknowledges and accepts that the Employer may monitor and check its use as appropriate and/or necessary.

7.6 Monitoring and checks

Given that both Rovagnati and the individual employee are potentially legally liable, including criminal charges, in the event of a breach of contract and infringement of the law, the Company will, within the limits permitted by the legal and contractual provisions, monitor and verify proper observance of its rules and procedures, as well as the integrity of its computer system.

Failure to comply with the provisions of this Code of Ethics may result in disciplinary sanctions, but also civil fines and criminal punishment.


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.


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.


Proper observance of the contents of this Code of Ethics is an essential part of a Recipient’s contractual obligations and any breach of the provisions herein constitutes non-fulfilment of the Recipient’s contractual obligations towards Rovagnati S.p.A. and may result in the application of the penalties foreseen by the current contract between the Recipient and Rovagnati S.p.A. and/or by the Law of Italy as well as any damages that may arise from the aforementioned breach payable to Rovagnati S.p.A. or that the latter is liable to pay to third parties.
With sole reference to employees who are required to comply strictly with the provisions contained in this Code of Ethics pursuant to and for the purposes of Articles 2104, 2015 and 2106 of the Italian Civil Code as set out below, any breach of the provisions contained herein constitutes non-fulfilment of the contractual obligations as part of their employment and so may lead to the application of the sanctions foreseen by the Law of Italy and by Chapter 11 - Disciplinary Rules of the National Collective Labour Agreement for food industry workers, with all legal consequences, including the continuance of employment and any damages arising from such breach payable to Rovagnati S.p.A. or that the latter is obliged to pay to third parties.

Italian Civil Code
Art. 2104 – Diligence of the employee
“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”.

Art.2105 – Obligation of loyalty
“An employee cannot engage in business in competition with his/her employer either on his/her own account or on the account of third persons. Moreover, an employee must not disclose information concerning the organisation and methods of production of the business, or make use of the same, if the disclosure is prejudicial to the business.”

Art.2106 – Disciplinary sanctions – “Failure to comply with the provisions contained in Articles 2104 and 2105 of the Italian Civil Code may give rise to the application of disciplinary sanctions to suit the seriousness of the infringement and in accordance with corporate rules (in the collective labour agreement).”

Art. 7 of Italian Law 300/70 – Disciplinary sanctions – “The disciplinary rules relating to sanctions, the infringements to which each sanction may apply and the appeal procedures must be brought to the attention of workers by affixing them in a place that is easily accessible to all. These must apply what has been agreed in employment contracts and collective labour agreements where these exist.
An employer cannot adopt any disciplinary action affecting a worker without having previously informed the worker of the charge or without having first heard the worker’s arguments in his/her defence. A worker may be assisted by a representative of the trade union of which he/she is a member or asks to act on his/her behalf.
Without prejudice to the provisions of Italian Law n° 604 dated 15 July 1966, no disciplinary sanctions may be applied that involve definitive changes to the worker’s employment. Furthermore, any fine must not exceed the equivalent of four-hour basic salary and any suspension of service and pay must not exceed the equivalent of 10 days’ work.
In any event, the most serious disciplinary action resulting from a verbal reprimand may not be applied until five days after a written charge has been issued.
The effect of any disciplinary sanctions cannot be taken into consideration two years after their application.”

National Collective Labour Agreement for food industry workers – Chapter 11 – Disciplinary Rules

Article 68 – Disciplinary Measures
“A worker’s failures may be punished, depending on the severity and regularity of such failures, by means of:
a) a verbal warning;
b) a written warning;
c) a fine not exceeding the equivalent of three hours’ pay;
d) suspension of service and pay for a period not exceeding 3 days’ actual work;
e) immediate dismissal without notice, but with severance pay. The adoption of disciplinary action as per letters a), b), c) and d) above is carried out in compliance with the rules contained in Article 7 of Italian Law n° 300 dated 20 May 1970. In the case of disciplinary dismissal as per in letter e) above, and pursuant to Article 70, the first three paragraphs of the aforementioned Article 7 of Italian Law 300/1970 shall apply.

Without prejudice to the procedural guarantees foreseen in the aforementioned Article 7 of Italian Law 300/1970, as of 6 July 1995 procedures regarding the use of disciplinary sanctions must, moreover, be promptly started once all the necessary preliminary investigations have been completed and appeals considered.
Furthermore, any disciplinary action must be taken no later than the thirtieth day after receipt of the worker’s justifications and, in any case, after the fifth day following any formal appeal.”

Article 69 – Warnings, Fines and Suspension
“A verbal or written warning shall normally be issued in the first instance of a failure; fines may then apply for repeat failures; suspension in cases of repeat failure within six months of a similar failure already punished with a fine. Nevertheless, a fine or even suspension may apply in the first instance when the failure is of a particularly serious nature, taking into account the tasks performed.
By way of example, a worker will be incurred a warning, a fine or a suspension when he/she:
1. fails to turn up for work without proper justification or he/she abandons, even temporarily, the workplace without authorisation, except where it is materially impossible to request authorisation;
2. is late for work, suspends work or leaves early;
3. does not perform his/her work in accordance with instructions received, or performs it with negligence;
4. causes even minor damage to machines, systems or processing materials due to inattention or fails to report any general machine breakdowns or obvious malfunctioning of the same promptly to his/her direct superior;
5. is found asleep;
6. smokes on the premises where smoking is expressly forbidden;
7. brings alcoholic beverages onto the premises without authorisation;
8. comes to work or is found at work in a drunken state, in which case the worker will be removed from the premises;
9. quarrels with others, with or without physical violence, provided that the quarrel does not turn into a fight;
10. processes or constructs on the premises any objects for his/her own use or on behalf of third parties without authorisation from management, always provided that the process or construction is of minor significance;
11. conceals processing waste;
12. illegally consumes food produced or belonging to the company;
13. in any way violates the provisions of this contract or the company’s internal rules, or commits any act that prejudices moral standing, hygiene and discipline, always provided that such acts are not punishable with more serious sanctions in view of the extent, seriousness or repetition of the infringement.
Money received in fines, which do not constitute damages, will be devolved to existing welfare and social security institutions of a corporate nature or, failing this, to the workers’ Insurance Company.

Art. 70 – Dismissal for disciplinary reasons
“Dismissal with immediate termination of employment and without notice may be adopted in the case of particularly serious failures including, by way of example, the following behaviour:

1. brawls or physical violence on the premises;
2. unjustified absence for three consecutive days or three times a year on the days immediately after public holidays or agreed annual leave;
3. serious offences and insults regarding fellow workers;
4. the processing or construction on the premises of any objects for the worker’s own use or on behalf of third parties without authorisation from management, where the process or construction is of major significance;
5. the irregular movement of badges and irregular annotation or stamping of cards;
6. repeated failures as per point 12) in Article 69;
7. repeated failures that give rise to two suspensions within the space of the last twelve months;
8. theft;
9. unjustified abandonment of the workplace by a guard or watchman;
10. deliberate damage to plant, machinery or materials;
11. the theft or borrowing of models, sketches, documents, drawings or copies of the same, formulas, recipes or particular processing procedures;
12. deliberate damage to or removal of accident prevention devices;
13. acts of malice or gross negligence that harm the company;
14. fraudulent changes to company presence control systems;
15. unfair competition;
16. non-compliance with the smoking ban, especially when this can cause serious harm to people and property;
17. major insubordination towards superiors.”

10.1 Reporting and whistleblowing – Supervisory Body

Breach of the rules contained in the Code of Ethics and the Model must be reported in accordance with the provisions of the following paragraphs in the General Part of the Model:

• 6.4 “Communication with the Supervisory Body by Managers and Subordinates – Reporting and whistleblowing”;
• 11.2.1 “Communication with the Supervisory Body by Third Parties”.

The Company’s Supervisory Body is granted the powers, tasks and duties set forth in the Model. Please see this for more details.
The Supervisory Body is entitled to receive requests for clarification, complaints or reports of potential or current breaches of the Code of Ethics.
In accordance with current legislation and the provisions of the Model, any information thus obtained will be treated in compliance with the provisions described in paragraph 6.4.4 of the Main Part of the Model (“Protection of the reporting party”).