The Management of V. Besana S.p.A. (hereinafter referred to simply as BESANA for ease of reference) has adopted this Code of Ethics, which reflects the Board’s commitment to:
1.a. Maintain a focus on the management of areas exposed to ethical risks.
1.b. Provide guidelines to personnel to help them recognise and address ethical issues.
1.c. Contribute to maintaining a culture of integrity, honesty and accountability within the Company.
This document, which forms an integral part of the Organisational Model pursuant to Italian Legislative Decree 231/01, defines the values and principles of conduct relevant to the proper functioning, reliability, compliance with laws and regulations, and reputation of BESANA.
It sets out the rights, duties and responsibilities of the Company’s internal and external stakeholders, beyond and independently of what is required by applicable legislation.
All persons working towards the achievement of the Company’s objectives, whether senior managers or employees, are required to comply with this Code of Ethics when conducting business and carrying out Company activities.
Where relevant, this Code also applies to external collaborators and consultants acting in the name and on behalf of BESANA companies.
Recipients must behave in accordance with the fundamental principles of honesty, moral integrity, fairness, transparency, objectivity and respect for individual dignity when pursuing Company objectives and in all relationships with persons and organisations both inside and outside the Company.
Under no circumstances may the pursuit of BESANA’s interests justify conduct that is inconsistent with honest behaviour. BESANA therefore reserves the right not to enter into or continue any type of relationship with anyone whose conduct does not comply with the provisions of this Code of Ethics.
Recipients are required to comply with the laws and, more generally, with the regulations in force in the country in which they operate.
Recipients are also required to comply with Company regulations insofar as these implement legal obligations.
Recipients are required to comply with ethical and professional rules, with particular reference to the duties of diligence and professional competence applicable to transactions carried out on behalf of the Company.
Recipients are also required to comply with Company regulations, which set out in detail the methods for pursuing objectives in accordance with the ethical and behavioural principles adopted, insofar as these implement ethical, technical or professional obligations.
Recipients are required to comply with the principle of transparency, understood as clarity, completeness and relevance of information, avoiding misleading situations in transactions carried out on behalf of the Company.
Recipients are also required to comply with Company regulations insofar as these implement the principle of transparency.
BESANA protects and promotes the value and development of human resources, also recognising them as an important factor in the Company’s success, in order to encourage their full professional development based on merit.
Recruitment, transfer and promotion practices must not be influenced in any way by offers or promises of money, goods, benefits, advantages or services of any kind.
In managing relationships involving hierarchical authority, BESANA requires authority to be exercised fairly and properly and prohibits any conduct that may undermine the dignity or autonomy of employees.
All forms of discrimination must be avoided, particularly discrimination based on race, nationality, sex, age, disability, sexual orientation, political or trade union opinions, philosophical beliefs or religious beliefs towards any person inside or outside BESANA.
Sexual harassment and acts of physical or psychological violence are not tolerated.
BESANA undertakes to protect the moral integrity of its employees and collaborators by guaranteeing the right to working conditions that respect human dignity.
No form of irregular employment is tolerated. This includes not only the absence of formalisation of an employment relationship but also any use of labour that is not covered by a contractual and regulatory framework consistent with that of the relevant country.
Employee privacy is protected in accordance with EU Regulation 2016/679 on the protection of personal data.
At the beginning of the employment relationship, each employee must receive accurate information regarding:
Personnel must avoid carrying out or facilitating transactions involving an actual or potential conflict of interest with the Company, as well as activities that may interfere with their ability to make impartial decisions in the best interests of participating or affiliated companies and in full compliance with the principles of this Code.
In particular, personnel must not have financial or personal interests in the choice of suppliers, in a competing company or in a customer, and may not carry out work activities that could give rise to a conflict of interest.
The principles set out above are fully compliant with the ETI Base Code, particularly with regard to respect for workers’ fundamental rights, non-discrimination and freedom of association.
Relationships with suppliers are based on the principles of transparency, loyalty, integrity, confidentiality, diligence, professionalism and objective judgement.
The selection of suppliers and the purchase of goods and services are carried out by the relevant Company functions on the basis of objective assessments concerning legality, competence, competitiveness, quality, fairness, respectability, reputation and price.
BESANA suppliers must not be involved in unlawful activities and must ensure working conditions for their employees based on respect for fundamental human rights, international conventions, applicable laws and land rights. In particular:
4.a. The use of child labour is strictly prohibited and considered unacceptable. The age of workers involved in production may not be lower than the minimum legal working age in the relevant country.
4.b. The exploitation of children or adults, the use of forced labour, physical or psychological abuse and corporal punishment are considered absolutely unacceptable and will result in the immediate termination of any and all relationships between the supplier and BESANA.
4.c. Employee remuneration and benefits must comply with local regulations and legislation and be aligned with the provisions of applicable international conventions.
4.d. Suppliers must ensure that all forms of production are carried out through processes that adequately and appropriately protect workers’ health in relation to the production processes actually used.
BESANA recognises that respect for land rights forms an integral part of the protection of human rights and the responsible management of the supply chain. Suppliers and business partners are therefore required to respect legitimate rights of ownership, possession, use, access to and enjoyment of land, forests, water and other natural resources, including customary and traditional rights recognised for local communities and Indigenous Peoples under applicable legislation.
In particular, suppliers must operate in compliance with the legislation of the country of production concerning land-use rights and third-party rights, avoiding unlawful acquisitions, occupations, transfers, evictions or other forms of illegitimate deprivation of land, forests or resources on which individuals or communities depend for their livelihoods.
Where activities or supplies may affect the lands, territories or resources of Indigenous Peoples or local communities, compliance with the principle of Free, Prior and Informed Consent (FPIC) must be ensured where required by applicable legislation, together with effective, timely and transparent engagement with the affected communities.
BESANA also requires its suppliers to adopt appropriate due diligence measures aimed at identifying, preventing, mitigating and, where necessary, remedying adverse impacts on land rights. Depending on the level of risk, evidence may be requested concerning the legitimacy of land ownership or land-use rights, the absence of significant land disputes, respect for the rights of local communities and the existence of accessible mechanisms for managing reports, grievances and complaints.
These principles are applied taking into account, where relevant, Regulation (EU) 2023/1115 on deforestation-free products and forest degradation (EUDR), applicable national legislation in the countries of production, the United Nations Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, the FAO Voluntary Guidelines on the Responsible Governance of Tenure of Land, Fisheries and Forests (VGGT), and the other international standards referred to in this Code.
Serious or repeated violations of land rights, practices that may constitute land grabbing, unlawful expropriation or eviction of communities, as well as failure to cooperate with verification and audit activities, are relevant factors in the assessment of the business relationship and may result in corrective measures, suspension or, in the most serious cases, termination of the relationship with the supplier.
BESANA recommends that its suppliers refrain from offering goods or services, particularly in the form of gifts, to Company employees where these exceed normal business courtesies, and prohibits its employees from offering goods or services to personnel of other companies or organisations in order to obtain confidential information or significant direct or indirect benefits for themselves or for the Company.
In the event of a violation of the principles of legality, fairness, transparency, confidentiality and respect for human dignity, BESANA shall be entitled to take appropriate measures, up to and including termination of the relationship with the supplier.
Supplier selection and monitoring are carried out in strict compliance with the RSCoP (Responsible Sourcing Code of Practice) and the ETI Base Code. BESANA reserves the right to conduct compliance checks and audits, including according to SMETA methodologies, requiring suppliers to adopt sustainable practices, prohibit forced and child labour, comply with working-hour requirements, provide fair remuneration and protect the environment.
In relations with external consultants and other collaborators, Directors and Employees are required to:
Relations with agents are governed by formalised contractual arrangements specifying the conditions and subject matter of the contract as well as collection and remuneration methods.
No services or payments may be made in favour of collaborators, consultants, agents or other third parties acting on behalf of the Company unless they are adequately justified within the context of the contractual relationship established with them or in relation to the type of assignment to be performed.
Violation of the principles of legality, fairness, transparency, confidentiality and respect for human dignity constitutes just cause for termination of contractual relationships.
Professionalism, competence, availability, respect and fairness are the guiding principles and standards of conduct to be followed in relations with customers.
Relations with customers must therefore be characterised by full transparency and fairness, compliance with the law and independence from any form of influence, whether internal or external.
Contracts and communications with customers must be:
In commercial relations with customers, any conduct that may undermine consumer confidence and, at the same time, prejudice market transparency and safety is prohibited.
BESANA aims to guarantee the quality, wholesomeness and safety of its products by continuously adopting and implementing a system of procedures enabling the monitoring and control of raw materials, production processes and the distribution of finished products.
BESANA intends to protect the value of fair competition by refraining from collusive and predatory conduct.
The Company and its collaborators must comply with the principles and rules of free competition and must not violate applicable laws on competition, antitrust and consumer protection.
It is therefore prohibited to engage in any conduct that interferes with the normal and free exercise of trade and industry and that, as such, undermines commercial trust and good faith in business.
In the context of fair competition and consumer protection, the Company and its collaborators undertake not to infringe third-party intellectual property rights and to comply with rules protecting distinctive signs of intellectual works or industrial products, including trademarks and patents, by carrying out appropriate checks to ensure full compliance with industrial property legislation.
The marketing of products bearing signs, images or wording containing false indications capable of misleading consumers as to the actual origin, provenance or quality of the work or product is prohibited.
Relations with the Public Administration and Public Institutions — for example Ministries and their local offices, public bodies, entities and companies operating in the public services sector, territorial authorities, local authorities, the Competition and Market Authority and the Data Protection Authority — shall be managed by authorised Company Representatives or Managers, or by persons previously and formally delegated by them, in compliance with the provisions of this Code, the Articles of Association and applicable special laws, with particular regard to the principles of fairness, transparency and efficiency.
In particular, by way of example:
The proper functioning of the Public Administration, particularly the Judicial System, is also guaranteed by prohibiting all persons required to comply with this Code of Ethics from undertaking, directly or indirectly, any unlawful action that could favour or harm one of the parties involved in civil, criminal or administrative proceedings.
In particular, it is prohibited to exert undue pressure — including offers or promises of money or other benefits — or unlawful coercion — including violence or threats — for the purpose of inducing a person who is called upon to make statements before a judicial authority that may be used in criminal proceedings, and who is entitled not to answer, either not to make statements or to make false statements.
As a general rule, correct, transparent and collaborative conduct is required, in compliance with applicable laws and internal procedures, in all activities relating to the preparation of financial statements and other corporate communications, in order to provide shareholders and the public with truthful and accurate information regarding the Company’s economic, financial and asset position.
Every operation or transaction must be accurate, verifiable and lawful.
This means that each action and transaction must have an appropriate accounting record and must be supported by suitable documentation so as to enable checks to be carried out, the different levels of responsibility to be identified and the transaction to be accurately reconstructed.
All persons who, in any capacity, including merely as data providers, are involved in preparing financial statements and similar documents, or documents representing the Company’s economic, asset or financial position, and particularly directors, statutory auditors and persons holding senior positions, are required to:
It is prohibited to prevent or otherwise obstruct control activities legally assigned to shareholders or other corporate bodies.
It is prohibited to engage in simulated or fraudulent conduct aimed at influencing the shareholders’ meeting for the purpose of obtaining an unjust benefit for oneself or others.
BESANA intends to ensure the dissemination and observance of principles of conduct aimed at safeguarding share capital and protecting creditors and third parties entering into relationships with the Company, in full compliance with applicable legislation.
In particular, it is expressly prohibited to:
Documents, work tools, facilities, equipment and any other tangible or intangible assets — including intellectual property rights and trademarks — owned by BESANA shall be used exclusively for achieving Company purposes and in accordance with the methods established by the Company. They may not be used for unlawful purposes and must be used and safeguarded with the same diligence as one’s own property. Any unlawful use may be subject to disciplinary sanctions, regardless of whether such conduct also constitutes a criminal offence under applicable law.
The Company protects the personal data of all persons who enter into relationships with it, in accordance with applicable privacy legislation.
Information acquired in the performance of one’s duties is also an asset of the Company and is subject to legal requirements and confidentiality obligations. Such obligations must also be respected after termination of the relationship with the Company, in accordance with the above-mentioned legislation.
IT and telecommunications tools — such as telephones and fax machines, email, internet, intranet and, more generally, hardware and software provided to personnel — are work tools and must therefore be used exclusively for Company purposes. This applies both to personal computers and to other tools, programs and services.
Each employee is also required to take all necessary precautions in order to prevent the possible commission of criminal offences through the use of IT tools.
In particular, personnel are prohibited from:
Personnel may not install borrowed, unauthorised or unlicensed software on Company systems, nor may they make unauthorised copies of licensed programs for personal, Company or third-party use.
BESANA carries out its activities in full compliance with applicable anti-money laundering legislation and the provisions issued by competent authorities, including with regard to the unlawful financing of terrorist activities.
BESANA applies the principle of maximum transparency in commercial transactions and implements the most appropriate measures to combat receiving stolen goods, money laundering and the use of money, assets or benefits of illicit origin.
Personnel must never carry out or be involved in activities involving money laundering, meaning the acceptance or processing of proceeds deriving from criminal activities, in any form or manner.
Directors, employees and collaborators must carry out prior checks on available information — including financial information — concerning business counterparties, consultants and suppliers in order to verify their moral integrity, respectability and the legitimacy of their activities before establishing business relations with them.
They are required to strictly comply with applicable laws, Company policies and procedures in every economic transaction in which they are involved, ensuring full traceability of incoming and outgoing financial flows and full compliance with applicable anti-money laundering legislation.
Gifts and gratuities, if used improperly, may result in the obtaining of undue benefits.
In order to prevent the establishment of external relationships conflicting with the ethical principles shared by BESANA and to avoid conflicts of interest or situations that may undermine fairness and transparency in relationships with third parties, all employees are prohibited from accepting or offering gifts or gratuities that exceed normal standards of courtesy and local customs and practices.
Gifts or gratuities may be accepted or offered during festive periods — for example Christmas, New Year or Easter — also in connection with the Company’s marketing policies, provided that their value remains modest and does not exceed €49.00.
In line with its shared values, during festive periods BESANA distributes among all employees any gifts or gratuities connected with Company activities that have been received for any reason. Where this is not possible, such gifts will be donated in the Company’s name to non-profit organisations for charitable purposes.
If an employee receives a gift or gratuity whose value is not modest, the employee is required to inform their area manager so that its possible return may be assessed.
BESANA undertakes to pursue continuous improvement objectives concerning workers’ health and safety as an integral part of its activities and as a strategic commitment in relation to the Company’s broader objectives.
To this end, the Company:
13.a. Undertakes to disseminate and consolidate a health and safety culture by developing awareness of risks and promoting responsible behaviour among all employees and collaborators;
13.b. Provides institutional training at specific stages of employees’ working life as well as recurring training for operational personnel;
13.c. Promotes and implements all initiatives aimed at minimising risks and removing causes that may endanger employees’ health and safety, through technical and organisational measures, including the introduction of a management system covering risks, safety and assets to be protected, as well as the implementation of an effective monitoring system for the adoption of preventive solutions and measures, supported by sanctions that may extend to dismissal.
Personnel must take care of their own health and safety and that of other persons present in the workplace who may be affected by their actions or omissions, in accordance with the training, instructions and means provided by the employer.
For this reason, the use of drugs, alcohol or illegal medication will not be tolerated in the workplace.
Health and safety commitments are aligned with the requirements of the ETI Base Code, which requires safe and healthy working environments, continuous training and active accident prevention.
BESANA intends to ensure the full compatibility of its activities with the local area and the surrounding environment.
To this end, it undertakes to carry out its business activities in full respect of the environment in the broadest sense, and in particular by:
14.a. Considering the environmental impact of new activities and new production processes;
14.b. Using natural resources responsibly and consciously;
14.c. Developing constructive relationships based on maximum transparency and trust, both internally and with external communities and institutions, when managing environmental issues;
14.d. Maintaining high safety and environmental protection standards through the implementation of effective management systems.
BESANA’s environmental policy integrates the sustainability and traceability principles required by the RSCoP, promoting energy efficiency, waste reduction and the responsible use of resources throughout the supply chain.
BESANA does not make contributions of any kind, either directly or indirectly, to political parties, movements, committees, political and trade union organisations or their representatives and candidates, except in the forms and under the conditions permitted by applicable legislation.
BESANA maintains relationships with the press and mass media exclusively through the corporate bodies and Company functions specifically delegated for this purpose.
Such relationships must be based on the principles of fairness, availability and transparency, in compliance with the communication policy defined by the Company.
Employees and collaborators may not provide information to mass media organisations without the prior and specific authorisation of the competent functions.
Information and communications concerning the Company must be accurate, complete, truthful, transparent and consistent with one another.
Violation of the provisions of this Code of Ethics undermines the relationship of trust established with the Company and may result in disciplinary action and claims for damages.
Compliance with this Code by employees and collaborators, as well as their commitment to respecting the general duties of loyalty, fairness and good-faith performance of the employment contract, must be considered an essential part of their contractual obligations, including pursuant to and for the purposes of Article 2104 of the Italian Civil Code.
Conduct by employees that violates the behavioural or procedural rules contained in this Code of Ethics shall be considered a disciplinary offence and may be subject to sanctions in accordance with applicable legislation.
Compliance with the Code of Ethics by third parties — including suppliers and consultants — forms part of their obligation to comply with duties of diligence and good faith during negotiations and in the performance of contracts entered into with the Company.
Violations committed by third parties may be sanctioned in accordance with the provisions of the relevant assignments and contracts.
BESANA shall implement the provisions of this Code of Ethics by establishing rules for its dissemination among employees.
This Code of Ethics shall also apply in countries other than Italy. Where any provision conflicts with local requirements, it shall be adapted to the laws, regulations and values of the country in which the Company operates, while respecting fundamental human rights and international conventions.
BESANA promotes continuous monitoring and verification activities, encourages the reporting of potential violations through whistleblowing tools and guarantees protection for whistleblowers, in line with international best practices and ETI/RSCoP frameworks.
BESANA undertakes to operate in accordance with the principles of the ETI Base Code (Ethical Trading Initiative) and the RSCoP – Responsible Sourcing Code of Practice, adopting internationally recognised standards concerning human rights, working conditions, environmental protection and responsibility throughout the supply chain.
These principles constitute a binding reference for the definition of Company policies, the selection of business partners and the management of relationships with suppliers and consultants.
In particular, BESANA recognises and promotes workers’ fundamental rights in accordance with the ETI Base Code: freedom of association and collective bargaining, prohibition of forced and child labour, safe and healthy working conditions, working hours compliant with applicable legislation, fair and decent remuneration and absence of discrimination.
BESANA expressly requires its suppliers to fully comply with ETI and RSCoP principles, reserving the right to carry out compliance audits, including audits according to SMETA (Sedex Members Ethical Trade Audit) standards, and to terminate business relationships where ethical and sustainability requirements are not met.
The Management is responsible for any amendment and/or addition to this Code of Ethics. In particular, additions and amendments may become necessary as a result of changes to the applicable regulatory framework or to the Company’s internal organisation.
Any update shall be promptly communicated to all recipients and published through the dedicated Company channels.
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