GENERAL PRINCIPLES

Raffaele Caruso S.p.A. pursues the objective of being a protagonist in the fashion sector, through the constant search for the highest quality of its products, attention to the most advanced technologies and innovation aimed at the most complete satisfaction of customer needs, in compliance with the ethical principles of correctness, legality and transparency.

The Company's activity is, in fact, carried out in full compliance with the laws, with conduct based on the values of honesty, loyalty and good faith, towards its employees, commercial and financial partners and customers, believing that ethics in conducting business is essential for the success of the business activity.

This Code of Ethics, also prepared pursuant to and for the purposes of Legislative Decree 231/2001, aims to enclose and establish the set of principles and rules, the timely compliance of which by the recipients, together with the procedures corporate, is of fundamental importance for the good functioning and reputation of the Company.

All those who work in the company undertake to implement with transparency and to ensure compliance, within the scope of their functions and responsibilities, the content of the Code, through models of behavior inspired by the rules set out therein and aimed at preventing conduct in conflict with the principles stated therein.

The sharing of our values by the subjects who collaborate with the Company constitutes an unavoidable prerequisite for the establishment and continuation of commercial relationships with them.

Unethical behavior undermines the image of the Company, encouraging the adoption of hostile attitudes towards it and compromising the relationship of trust with stakeholders. Behaviors that violate the principles contained in this Code and any attitude aimed at appropriating benefits by exploiting positions of strength are unethical.

Scope of application

The Company therefore ensures the widest dissemination of the Code to all Recipients, to be understood as all the subjects identified below:

• administrators, members of the corporate bodies, any person in a top position with representation, administration or management functions;
• personnel employed by the Company or similar to it;
• all those who, directly or indirectly, establish relations or relationships with the Company, collaborating with it in pursuing its objectives;
• all those who, permanently or temporarily, provide goods and/or services to the Company in any form.
All Recipients are required to know the Code of Ethics, to observe its provisions, in the context of internal and external relations and according to their respective roles, contributing to its implementation and reporting any omissions, deficiencies and violations, as well as requesting compliance also from those with whom they have business relationships.

Furthermore, the Recipients must avoid all situations and refrain from any activity in which even a potential conflict of interest could arise between their personal economic activities and the tasks they hold within the structure they belong to.

Furthermore, it is not permitted to pursue one's own interests to the detriment of company interests, nor to make unauthorized personal use of company assets.

The rules of the Code of Ethics constitute an essential part of the contractual obligations of staff pursuant to and for the purposes of articles 2104 and 2105 of the Civil Code.

Article 2104 of the Civil Code states: “Diligence of the worker - The worker must use the diligence required by the nature of the service due, by the interest of the company and by the superior interest of national production. He must also observe the provisions for the execution and discipline of work given by the entrepreneur and his collaborators on whom he hierarchically depends".

Article 2105 of the Civil Code instead it provides for the obligation of loyalty on the part of the worker: "The worker must not deal with business, on his own behalf or on behalf of third parties, in competition with the entrepreneur, nor disclose information relating to the organization and production methods of the company, or use it in such a way as to be detrimental to it."

The Company evaluates from a disciplinary point of view, in accordance with current legislation, behaviors contrary to the principles established in the Code of Ethics by applying, in the exercise of its power as an entrepreneur, the sanctions that the different seriousness of the facts may justify.

Compliance with the rules of the Code must be considered an essential part of the contractual obligations with collaborators. Any behavior carried out by Collaborators who maintain relationships with the Company, in contrast with the rules set out in the Code of Ethics, may determine, as provided for by specific contractual clauses included in the letters of appointment, agreements and contracts, the immediate termination of the contractual relationship, in addition to any request for compensation by the Company, if such behavior causes concrete damage to the Company.

Protection of "Made in Italy"

Always attentive to protecting and supporting the peculiarities of "Made in Italy", Raffaele Caruso S.p.A. has chosen to create unique and personalized products, created exclusively in Italy and with Italian producers, capable of ensuring compliance with current regulations and the safety of excellent quality.

In addition to contributing to the valorisation of "Made in Italy", in this way, the Company guarantees its customers and its interlocutors the purchase of a product made with artisan care and quality materials, in full compliance with the specific company identification and label which it can boast of.

Rules of conduct in business management

Relations with employees

Raffaele Caruso S.p.A considers human resources as an indispensable factor for the existence, development and success of the Company and, for this reason, protects and promotes their well-being and professional growth, enhancing individual potential.

From this perspective, the Company does not allow the use of child and compulsory labor of any kind, rejects any form of discrimination in any way implemented, repudiates any use of punishments or forms of mental or physical coercion or verbal abuse, ensures that all collaborators have equal and fair treatment and recognizes the freedom of trade union association.

The remuneration is paid in compliance with current Italian legislation and in consideration of the broadest real perspective, to guarantee optimal response to the practical needs of collaborators and their families.

The organization of working times, in addition to fully respecting the laws in force, favors, where possible, the conciliation between working and private life of employees, who are also provided with adequate equipment to carry out their tasks and are required to diligent and responsible use of assigned resources.

The Company promotes a culture of safety, developing awareness of risks and promoting responsible behavior by all collaborators and working to preserve the health of workers, especially with preventive actions and specific information.



Gifts, freebies and other utilities

The employee cannot ask for, for himself or for others, gifts or other benefits, nor accept the latter, except those of modest value or in conformity with normal commercial and courtesy practices, from anyone who has drawn or who in any case can draw benefits from the company's activity.

Furthermore, the employee cannot offer gifts or other benefits to all those from whom he can acquire favorable treatment in the conduct of any activity connected to the company.



Relations with Shareholders

It is a priority interest of Raffaele Caruso S.p.A. enhance the investment of its shareholders, through the optimization of available resources, increasing competitiveness and maintaining financial solidity.

From this perspective, relations with shareholders and, in particular, with investors, are maintained exclusively by the corporate functions responsible for this, in compliance with the rules and procedures on the communication of price sensitive documents and information concerning the Company.



Relations with the Supervisory Authorities

The Company undertakes to fully and scrupulously observe the rules dictated by the Supervisory Authorities and the Control Bodies in compliance with current legislation, as well as to base its relationships with the aforementioned Bodies on maximum collaboration, in full respect of their institutional role, committing itself to promptly implement the provisions.

Each document certifying the financial situation and the performance of the economic and financial management of the Company must be based exclusively on precise, exhaustive and verifiable information.

The Company accurately and completely records all company activities and operations, in order to implement maximum accounting transparency towards shareholders, third parties and external bodies in charge.

The administrative and accounting activity is carried out with the use of updated IT tools and procedures which optimize the correctness, completeness and correspondence to the accounting principles, as well as promoting the necessary controls and checks 7 on the legitimacy, coherence and congruity of the processes of decision, authorization and execution of the Company's actions and operations.

Relationships with customers

Raffaele Caruso S.p.A. orients its activity towards the satisfaction and protection of its customers, paying specific attention to their requests, in order to encourage a progressive improvement in the quality of its products and to provide comprehensive answers.

For this reason, in conducting business with customers, the Company ensures correctness and clarity in negotiations and in the assumption of contractual obligations, together with faithful and diligent contractual fulfillment.

The Recipients must apply suitable conditions for each type of customer (distributors, dealers and end users), establishing homogeneous treatments for those who find themselves in the same conditions and, in any case, in compliance with the regulations aimed at protecting competition.



Relationships with suppliers

The selection of contractual partners and the determination of the conditions of purchase of goods and services is inspired by respect for the values of competition, objectivity, correctness, impartiality, fairness in price, quality of the goods and/or services offered.

Under no circumstances should a supplier be preferred to another due to personal relationships, favoritism or other advantages, other than that of the exclusive interest and benefit of the Company.

Offers or concessions, direct or indirect, of money, gifts or benefits of any kind on a personal basis, aimed at obtaining undue advantages or aimed at acquiring preferential treatment in the conduct of activities connected to the Company, are not permitted.

Acts of commercial courtesy, such as gifts or forms of hospitality, are permitted only if of modest value and such as not to compromise the integrity and reputation of the parties and cannot be interpreted as intended to obtain advantages and favors in an improper manner.



Relations with the mass media

Communication to the media plays an important role in enhancing the image of the Company, therefore relationships with the mass media are the responsibility of only the specifically designated corporate functions and must be carried out according to criteria of conduct based on clarity, truthfulness and transparency , in line with the style of Raffaele Caruso S.p.A



Correctness and honesty

The Company operates in compliance with professional ethics and internal regulations. The pursuit of the Company's interests can never justify conduct contrary to the principles of correctness and honesty; also for this reason, any form of benefit or gift, received or offered, which could be understood as an instrument aimed at influencing the independence of judgment and conduct of the parties involved, is rejected.

In relations with the Public Administration, gifts and entertainment expenses can only be paid within the limits and according to the methods defined in the Organization, Management and Control Model pursuant to Legislative Decree 231/2001.

In case of doubt regarding the correspondence of the gift in relation to the above, before accepting it, the employee must inform the Supervisory Body of the incident, which expresses its binding opinion on the matter.



Impartiality

In relations with all counterparties, the Company avoids any discrimination based on the age, racial and ethnic origin, nationality, political opinions, religious beliefs, sex, sexuality or state of health of its interlocutors.



Professionalism and enhancement of human resources

The Company guarantees an adequate level of professionalism in the execution of the tasks assigned to its employees and collaborators.



Protection of personal data

The Company, in carrying out its activities, in order to guarantee the protection of personal data, undertakes to process the same in compliance with the relevant regulations and in compliance with the following criteria: transparency towards the subjects to whom the data refers, lawfulness and correctness of the processing, relevance of the processing to the purposes pursued and declared, guarantee of security of the data processed.

Implementation and control methods

In compliance with current legislation and with a view to planning and managing company activities aimed at efficiency, correctness and quality, Raffaele Caruso S.p.A adopts and implements organisation, management and control models which provide for suitable measures, on the one hand , to guarantee the carrying out of activities in compliance with the law and the rules of conduct established in this Code, and, on the other hand, to promptly discover and eliminate risk situations, preventing illicit or contrary behavior on the part of any person acting for the Company.

Raffaele Caruso S.p.A. will take care to update the content in light of the different contexts in which the company will operate and the evolutions of the Company itself.

The Code of Ethics and future updates are defined and approved by the Board of Directors of Raffaele Caruso S.p.A. and any violation will be promptly reported to the Supervisory Body, which is responsible for monitoring and reporting to the President of the Board of Directors any most appropriate measures, including those of a sanctioning nature, as envisaged by the organizational models prepared by the Company. and by current legislation.

Reports to the Supervisory Body may be made in written form (Supervisory Body Raffaele Caruso S.p.A. - Via Croce Rossa n. 2 - 43019 Soragna - Parma), by direct oral communication subject to verbalization or electronically to the dedicated internet address odv@carusomenswear.com.


In order to achieve adequate knowledge of the Code of Ethics, Raffaele Caruso S.p.A. undertakes to promote its maximum diffusion to all recipients, through the use of effective communication systems.