ORGANISATIONAL, MANAGEMENT, AND CONTROL MODEL
CODE OF ETHICS
Approved by the Frette Board of Directors of 28 March 2018
MISSION AND ETHICS VISION
The pursuit of quality, authenticity, beauty, passion, attention to detail, are key elements in Frette products’ success in Italy and internationally.
Integrity, honesty, responsibility, transparency are the values that explain the longevity, through centuries, of this success.
Frette Srl (hereinafter “Frette” or “Company”) places a great value on its tradition of excellence and its ethical principles, a strong foundation on which to build its current and future development.
THE FRETTE CODE OF ETHICS
The Code of Ethics (also the “Code”) sets forth the principles and the standards of conduct that define Frette’s organisation and operations.
The Frette Code of Ethics underscores, in a straight-forward and transparent manner, those values that inspire Frette in the pursuit of its goals, the importance of ethical and social responsibility in company business practice and operations, and its strong commitment to respect the interests of stakeholders and the community in which the Company operates.
The Frette Code of Ethics reflects the content and principles approved at a group level. Furthermore, it is supplemented by and complements the Organisational, Management, and Control Model adopted by Company pursuant to Legislative Decree no. 231/2001, as it is also a tool for preventing unlawful conduct.
Recipients of the Frette principles and standards of conduct include its directors, managers, employees, agents, and collaborators acting on behalf of Company under whatever title and irrespective of their particular contractual relationship with Company (hereinafter “Recipients”).
Moreover, Company directors and management are required to adhere to the values and principles contained in the Code in setting strategic goals, proposing investments, and executing projects, as well as in any decision or action relating to the management of the Company; in the same way, Company directors are required to be led by such principles in carrying out strategic action whether within the company, thereby entrenching unity and mutual cooperation, as well as with third parties who come into contact with Company.
Company employees and collaborators, as well as partners in business transactions, and all those who - whether directly or indirectly, whether on an ongoing or a temporary basis - institute relationships with Frette, or who otherwise work to pursue its objectives, are required to conform their conduct to the provisions contained herein.
The Code of Ethics, moreover, is an integral part of the work relationship. Adherence to its rules shall be considered an essential part of a Frette employee's duties. For all other Recipients, compliance with the Code of Ethics is an essential prerequisite for instituting and/or carrying out their professional relationship or collaboration with Frette.
2. FRETTE PRINCIPLES AND VALUES
Below you will find the ethical principles and the essential driving values that inspire Frette, and to which all Recipients shall adhere.
2.1 Compliance with the Law
Frette is fully committed to respecting all applicable law and regulations in any geographic context in which it operates.
2.2 Honesty and Integrity. Fair competition
Relationships with Company stakeholders, all actions and transactions undertaken, and more generally the behaviour used in conducting Company affairs shall be distinguished by integrity, transparency, honesty, collaboration, loyalty, and mutual respect.
Honesty represents the fundamental principle for all Company operations, and constitutes an essential element for company management.
In accordance with antitrust regulations, Frette commits to respecting fair and free competition among companies in the pursuit of its objectives.
2.3 Respect for the Individual
Frette focuses on respect for the physical wellbeing and cultural identity of the individuals, and works to promote the personal and professional development of its staff.
Frette shall not tolerate solicitations or threats aimed at inducing persons to break the law or violate the Code of Ethics, or to behave in a way that would infringe upon anyone's personal or moral convictions.
Frette makes sure that its operations comply with applicable occupational safety and health regulations, ensuring workplace conditions that safeguard human dignity.
Frette supports and respects human rights as defined in the UN Declaration of the Human Rights.
Frette undertakes to avoid any discrimination based on age, sex, sexuality, health status, ethnic background, nationality, political opinion and religious creed in all decisions that impact its relations with stakeholders.
2.5 Transparency and Completeness of Information, Trust, and Collaboration
Frette undertakes to advise all stakeholders in a straight-forward and transparent manner regarding its position and performance, without showing favouritism to any special-interest group or specific individual, through the function assigned to the matter in question.
Relationships with stakeholders at any level must be distinguished by loyalty, honesty, collaboration and mutual respect through ongoing, transparent dialogue, and an understanding that this is the only way to maintain mutually respectful relationships, and to ensure sustainable growth for the value Frette has created.
The pursuit of a certain advantage for the Company shall not justify any behaviour in conflict with the aforementioned principles. All those who work within Frette - without distinction or exception - are therefore committed to respecting and to enforcing these principles in the performance of their functions and responsibilities. This commitment also requires that the entities with whom Frette has relationships or interactions, for any reason whatsoever, interact with Frette according to rules and methods inspired by those same values.
2.6 Anti-Corruption principles
Frette abides by national and international anti-corruption regulations.
Frette openly combats any corruptive practice aimed at securing an undue advantage from any public or private entity.
2.7 Environmental Commitment
Frette acknowledges that safeguarding and respecting natural resources is a means of ensuring its own future.
Frette manages environmental risks through strict adherence to applicable regulations. Frette strives for constant improvement in its own procedures in order to reduce the environmental impact of its activities to a minimum.
Frette works with vendors who share that same environmental-protection commitment, and who in turn work to minimise the environmental impact of their products and services.
3. STANDARDS OF CONDUCT
The following are standards of conduct that must be respected and implemented in the exercise of Company operations to prevent the risk of crimes being committed, or simply the risk of unethical conduct.
3.1 Shareholder Relationships and Corporate Governance
Frette strives to build shareholder value, creating the conditions that allow them to make informed decisions, working to ensure complete information is disclosed, and protecting their interests.
The Corporate Governance system adopted by Frette conforms with the law, and is geared towards:
- Ensuring lawfulness in management operations;
- Managing risks;
- Allowing for the greatest possible transparency towards company stakeholders;
- Responding to shareholders’ legitimate expectations;
- Avoiding any type of transaction that might jeopardise creditor and other stakeholders’ interests
3.2 Human Resources
Human resources are an essential component of the Company's existence, and a crucial factor for competing successfully in the marketplace. Honesty, loyalty, competence, professionalism, diligence, technical expertise, and personal dedication are therefore the keys to reaching Company objectives and are demanded by Company to its directors, employees, and to all collaborators .
Therefore, the management of work relationships and associations is distinguished by the respect for worker rights, and is focused on optimising employees contribution so as to promote their own professional development and growth.
Frette, further, undertakes to consolidate and disseminate a culture of safety by raising awareness regarding risks, and promoting responsible behaviour among all employees and associates, with a view to safeguarding their health and safety.
All Company employees and collaborators are asked to act in faithful observance of all duties undertaken pursuant to their work contract and this Code of Ethics, ensuring they perform their job as required, and discharge all duties undertaken with Company. In order to contribute to the development of corporate objectives and to ensure that such objectives are pursued by everyone in a manner that complies with Frette’s values and ethical principles, the Company policy is designed to select each employee, contractor, and collaborator on the basis of the aforementioned principles. As part of that selection process - undertaken in compliance with the principles of equal opportunities and non-discrimination regarding any element of the candidate's private life or personal opinions - Frette strives to ensure that persons engaged or hired are fit for the job, one which is actually required by company needs, avoiding nepotism or favouritism of any kind.
As part of the personnel selection and hiring process, the Company undertakes - in accordance with applicable law - to refrain from employing, or retaining as employee, any person without a stay permit, or with an expired, revoked, or improperly renewed stay permit.
3.3 Customer and Consumer Relations
Employee demeanour with our customer base should be geared towards willing assistance, respect, and courtesy, with a view towards collaboration and the utmost professionalism.
Company undertakes not to discriminate arbitrarily with its customers, to provide products and services of the highest quality that meet customers’ reasonable expectations protecting the security and safety of the same; to ensure accuracy in advertising and promotional materials of any kind. Moreover, promotional initiatives that might lead to a false perception of Company products in the mind of any customer or consumer is strictly prohibited.
3.4 Third-Party Relationships
Frette undertakes to interact with its interlocutors (suppliers, distributors, agents, subcontractors, etc.) in good faith and in an equitable manner.
Therefore the following shall be strictly prohibited: accepting, offering or giving or promising money, gifts or any other benefit to any director, director general, managers accountable for generating corporate accounting documents, statutory auditors, liquidators, or other parties subject to the direction or supervision of the latter, belonging to any company or private entity, agents, franchisees, commercial partners, certifiers, consultants, service providers, vendors in general, to induce such party to take or refrain from taking any action contravening their official or fiduciary duty.
Frette requests that its suppliers conform to the principles set forth in “Frette Global Standard for Suppliers”, which are mandatory company values applicable to its corporate, environmental, and operating context, as well as to promote compliance with these principles by conducting audits with the same. Purchasing protocols are designed to the pursuit of the greatest competitive advantage, providing equal opportunities to all suppliers, negotiating in good faith and impartially. Vendor selection, and setting conditions of purchase, are based on objective assessments of quality, price, and the ability to supply and guarantee adequate service levels.
The employee who receives gratuities or benefit in any other form that is not attributable to common courtesy, shall take the initiative to refuse such gratuity or other benefit, and report the matter to his or her direct supervisor.
3.5 Intragroup Relationships
Relationships among the Frette corporate group companies are based on the principles of truthfulness, good faith, ethical conduct, completeness, clarity, transparency, and prudence in respecting the independence of each company, and their specific field of activity.
3.6 Institutional Relations
Relationships with entities of the public administration shall always be clear, transparent, and correct, as well as focused on statutory and regulatory compliance. Such relationships shall be conducted solely through authorised contact persons, within the limits of authority delegated to them or within the scope and limits of their own position and responsibility.
Company restricts those operating in the interest, name, or on behalf of the same to accept, offer, promise or solicit - whether directly or indirectly - any undue money, gift, asset, service, performance or favour (also considering its way of use) in their interactions with public officials and/or public contractors, to secure more favourable treatment, undue services, or for any other reason. Such restrictions may not be sidestepped through recourse to other types of contributions under the guise of a sponsorship, contract, consultancy and/or advertising, where the intent is the same as those restricted supra .
3.7 Interactions with Supervisory Authorities
Company undertakes to abide fully and scrupulously by any rules promulgated by the Supervisory Authorities to comply with laws applicable to Company, as well as to carry out interactions with the aforementioned Authorities with the utmost cooperation and transparency.
Company undertakes to avoid any conflict-of-interest situation with the employees of the Supervisory Authorities and their family members.
Moreover, all Recipients, in their interactions with the Supervisory Authorities, are required to:
- Comply with the law and with company protocols;
- Have an efficient, cooperative, and courteous demeanour, complying with any request made as part of their inspection duties, and actively cooperating with any investigations;
- Provide information, submit reports, disclosures, and documents with the utmost accuracy, thoroughness, precision, and truth, and ensuring punctual submission of the same to the Authorities;
- Refrain from obstructing their work in any way, including (but not limited to) by denying, delaying, hiding, or omitting the requested information, or by data manipulation.
3.8 Interactions with Court Authorities
Company ensures and is proactive in having ethical, transparent, and cooperative interactions with the Court Authorities.
It is strictly prohibited to exert any pressure of any kind on any person called to testify before a court in order to induce the same not to testify or to lie under oath.
3.9 Relationships with Political Organisations, Trade Unions, and other Associations
Frette does not and shall not make contributions of any kind - direct or indirect, in any form - to any political organisation, trade union, cultural organisation, or charity in the attempt to secure or maintain an economic, commercial, or personal advantage.
3.10 Accounting Ledgers
All consummated transactions and operations shall be properly recorded, with the possibility of tracking the decision-making, authorisation, and performance processes for the same.
For each transaction, adequate supporting documentation shall be retained so that, at any time, an audit to determine the characteristics and reasons underneath the transaction might be performed, and the persons who authorised, performed, recorded, and audited the transaction might be identified.
3.11 Protection of personal and confidential data
Frette ensures the confidentiality of information in its possession, and the observance of personal data protection regulations.
Frette undertakes to make sure that any personal data acquired is suitably protected in accordance with applicable regulations, avoiding improper or unauthorised use of the same, to protect the dignity, image, and confidentiality of each party.
Personal-data processing shall be performed in a lawful and ethical manner; to that end, Frette provides disclosure to persons whose personal data are processed regarding, among other things, the type of information collected, the processing purposes, the persons who might access such information, and contact information of the Company.
Each item of information acquired due to a person's position or function within the Company shall be kept confidential. Moreover, Recipients shall
- Acquire and process only those data that are necessary and directly related to their own functions or duties;
- Retain such data in such a way that external, third parties are kept from accessing them;
- Disclose and disseminate data as permitted by established procedures, or with authorisation from the person so delegated; determine the confidential / private nature of the information in accordance with applicable company procedures.
Before any data dissemination or disclosure to third parties, make sure that there are no confidentiality restrictions due to any type of undertaking with third-parties.
3.12 Protection of Intellectual Property
Company shall promote and invest in research and innovations based on its own intellectual and industrial property, and work to protect the same. Company in turn respects the industrial and intellectual property of others.
Company demands that all Recipients as part of their own functions and responsibilities pay particular attention to respecting Company intellectual and industrial property, refraining from using such property for personal reasons, and keeping third parties from using the same absent Company consent.
Recipients shall further prevent any infringement of the intellectual and industrial property rights of others, making sure prior to using any third-party asset, and in concert with designated company functions, to verify the existence of all rights, licenses, and authorisations needed in compliance with applicable Italian and international law.
3.13 Preventing Conflicts of Interest
Frette operates in a manner to avoid situations where parties involved in the transactions have, or might appear to have, a conflict of interest with the companies themselves.
Conflicts of interest include but are not limited to:
- An employee having a joint interest - apparent or latent - in supplier, customer, or competitor operations;
- Exploiting one's own position to act on interests that conflict with those of the company;
- Using information acquired in the workplace to one's own advantage, or to that of any third party, in a manner that conflicts with Company interests;
- Collaboration of any kind (be it providing works or intellectual performance) with any customer, supplier, competitor and/or with any third party in a manner that conflicts with Company interests.
The occurrence of a conflict-of-interest situation, in addition to being a violation of law and of the principles set forth in the Code of Ethics, might tarnish the company's image or integrity.
The Recipients of the Code of Ethics shall avoid any situation, and eschew any activity, in which a personal conflict of interest might arise, or which might interfere and hinder one’s ability to make impartial and objective decisions in Company's interest. More generally, in interactions with third parties, the Recipients shall act in an ethical and transparent manner, with an express prohibition against any unlawful favouritism, collusive practices or solicitations of personal advantages for oneself or for others.
3.14 Money Laundering Prevention
Company shall scrupulously comply with anti-money-laundering (including fencing, self-money-laundering, and financing of criminal operations) regulations, and ensure compliance with orders promulgated by regulatory authorities.
Frette expressly rejects any type of relationship with a counterparty believed to be involved in any type of criminal activity, money-laundering in particular.
To that end, Recipients shall:
- Immediately report any potential anomalies known to the Recipient in order to facilitate the prevention and combating of money laundering;
- Vet all available information on counterparties in advance;
- Make and accept cash payments only to the extent, and in the amounts, permitted by law;
Ensure sufficient collaboration with the designated authorities;
- in any cash-flow management activity.
With regard to any cash-flow management activity, any type of anomaly that, based on the prudence of a professional, raises concerns about the legal provenance of the money received, shall not be tolerated.
3.15 Grants and Sponsorships
Sponsorships and grants to companies or associations (incorporated or unincorporated) shall be duly authorised, and unambiguously identify the interested counterparties and the reasons for the distribution. The transfer of any economic value shall be executed in a way that ensures tracking through adequate documentation.
4. IMPLEMENTATION METHOD FOR THE CODE OF ETHICS
4.1 Training and Implementation
Company shall distribute the Code of Ethics to Recipients through designated communication procedures.
In order to ensure proper understanding of the Code of Ethics, periodic communication efforts aimed at raising awareness of the ethical principles and rules contained in the Code shall be scheduled.
All Recipients shall be required to comply with the Code and report any conduct that does not conform to the principles and standards contained herein.
Reports on violations or requests on how to interpret the Code may be directed (as to employees) to the head of the relevant department, or to HR via email or other channels made available by Company.
The present Code is also an integral part of the Organisational Model adopted by Company pursuant to Legislative Decree no. 231/2001. Company has activated certain channels, better described infra , in order to allow not just top management and subordinates, but also the members of Corporate Bodies, suppliers, and collaborators to submit - to protect the entity's integrity - reports on restricted behaviour (which might trigger corporate criminal liability under Legislative Decree no. 231/2001, and based on specific, consistent facts) or breaches of the Organisational and Management Model itself coming to the reporting party's attention because of his or her official activities and/or position.
Moreover, reports shall be submitted in writing (signed, not anonymously) to the Supervisory Board using one of the following contact methods:
- a) Emailing email@example.com (the inbox managed by the Supervisory Board);
- b) Notice to be sent to the attention of Supervisory Board at the Company’s registered office.
Regardless of the channel used by the reporting party, Company shall process every report made confidentially and privately, in compliance with applicable laws, and shall protect the anonymity of the whistle-blower, ensuring that such person shall not be subject to retaliation.
4.3 Disciplinary Provisions
Compliance with the Code of Ethics shall be understood as an essential part of an employee's contractual duties. Breaches of the Code of Ethics may be deemed breach of their primary job duties or a disciplinary infraction for all legal intents and purposes, including in terms of maintaining employment with Company, and may lead to a suit for damages arising from such breach.
Compliance with the Code shall be understood as an essential part of the contractual obligations assumed by independent contractors and/or persons in a business relationship with Frette. A breach of the Code of Ethics may be deemed breach of contract for all legal intents and purposes, including terminating their contract and/or assignment with Company, and may lead to a suit for damages arising from such breach.
Frette undertakes to establish and mete out sanctions with impartiality and equitably, in proportion to the Code violation, and as permitted by applicable labour laws.
5. CODE APPROVAL AND AMENDMENTS
The present Code of Ethics, which reflects company practice, is herewith approved by the Board of Directors of Frette.
Any amendment and/or any addendum to the same shall be approved by the Board of Directors and promptly communicated to Recipients.
*English translation of the “Codice Etico” for courtesy only. In case of discrepancies among this translation and the Italian text, this latter shall prevail