General principles

This Code of Ethics contains the ethical principles and general rules which, similarly to the legal, regulatory and contractual ones, characterize the organization and activity of Feminae Cosmetics S.r.l. in the context of organizational and competitive dynamics and needs and of the market in which it operates, wants to be characterized in every area, location and level by the primary values of good faith, fairness, loyalty, respect, professionalism, offering to all internal collaborators and outside the company perimeter a behavioral model of reference for any activity, action and professional relationship.
The Code of Ethics represents an integral part and constitutive element of the Organizational Management and Control Model being adopted by the company pursuant to the Italian discipline of the “liability of entities for administrative offenses resulting from a crime” contained in Legislative Decree no. 231/2001 (Article 6). The perimeter of the recipients and the scope of application embrace the following development:

  • Principles and values: ethical principles and values to which the company adheres and to which they are called to guarantee the sense of responsibility based on the correctness of the actions, transparency and continuity of relations towards everyone, to be applied through due attention to the rules, correct operation and clarity in the performance of their respective duties;
  • Rules of conduct: criteria of conduct, guidelines and rules of conduct that must shape the activities of the company, of all those who work in the name and on behalf of the company, who have any business relationship with Feminae Cosmetics S.r.l., in order to prevent risks deriving from illicit and/or simply unethical behavior;
  • Implementation, control and monitoring: rules that describe the methods of application and dissemination of the Code of Ethics, as well as the implementation and updating of the principles and rules of conduct contained therein, as prerequisites for the establishment of the organizational and control models of Feminae Cosmetics S.r.l. activities. The methods for managing any violations are also defined and the subjects called to carry out a supervisory activity on the correct application and observance of the same, as well as the tools for preventing unlawful conduct and types of offenses are indicated.

Recipients and scope of application

The principles and provisions of this Code of Ethics are binding, without exception, for directors, auditors, managers, employees and for all those who, even if external to Feminae Cosmetics S.r.l. establish and entertain, directly or indirectly, a stable or temporary relationship with Feminae Cosmetics S.r.l. All the aforementioned subjects, hereinafter, are collectively defined as “recipients”.
The recipients are therefore required to observe and, as far as they are responsible, to enforce the principles and provisions of this Code of Ethics and under no circumstances the claim to act in the interest of Feminae Cosmetics S.r.l. may consequently justify the adoption of behaviors in contrast with the provisions of this document.
The Code of Ethics is valid both in Italy and abroad, albeit in consideration of the regulatory, social, economic, cultural diversity of the various countries in which Feminae Cosmetics S.r.l. operates and/or should operate.
In the cases provided for by the corporate procedural system, the company will also request compliance with the Code of Ethics from third parties partners, customers, suppliers, professionals, consultants, financial intermediaries and other types of external parties) with whom it establishes cooperations or business relationships.

1. Principles and values

The principles contained in this code integrate the rules of conduct that each recipient is required to observe, in compliance with the general obligations of diligence and correctness:

  1. Correctness and moral integrity: ethics, the set of behavioral rules based on correctness of actions, transparency and continuity of relationships, is one of the cornerstones of Feminae Cosmetics S.r.l. In carrying out its business, Feminae Cosmetics S.r.l. censures any action and relationship affected by the conflict of interest, real or even only potential. It is not allowed to attribute illicit advantages in exchange for gifts or benefits that exceed the normal courtesy practices in any type of bargaining and negotiation.
  2. Legality: Feminae Cosmetics S.r.l. recognizes the fundamental importance of acting in compliance with the laws and regulations in force in all the countries in which it operates, and asks the recipients of this code to comply with this requirement. In every area of its business, Feminae Cosmetics S.r.l. is inspired by the principles of legality, correctness and loyalty, fidelity to one’s word, promises and agreements, and promotes action with a sense of responsibility and in good faith in every activity or decision. The pursuit of the mere economic interest can never justify conduct contrary to the principles of good faith, correctness and honesty, as well as to the laws and regulations in force.
  3. Centrality of human resources: Feminae Cosmetics S.r.l. promotes a work environment aimed at developing the potential and talent of its employees and collaborators, manages human resources according to the principles of respect for individual personal and professional characteristics, equal opportunities and merit, enhances the professional experience of employees, favors the passage of knowledge in order to pass on and preserve the cultural heritage and fundamental values over time. It protects the places where they work and the people who work for them and external collaborators.
  4. No discrimination: Feminae Cosmetics S.r.l. acts with internal and third parties in compliance with the principles of dignity and equality, not discriminating their choices, which will in any case remain unquestionable, based on elements such as racial and ethnic origin, nationality, religious beliefs, sexual orientation, gender identity, and any other personal characteristics not related to the working sphere.
  5. Ethical vision: Feminae Cosmetics S.r.l. aspires to maintain and develop the relationship of trust with its stakeholders (subjects, groups or institutions), whose contribution is required to achieve Feminae Cosmetics S.r.l. mission or who in any case have an interest in the company’s activities. Stakeholders are those who make investments related to Feminae Cosmetics S.r.l. activities, first of all the shareholders and, therefore, the collaborators, customers, suppliers, financial intermediaries operating on regulated markets, the partners of Feminae Cosmetics S.r.l. In a broader sense, stakeholders are also all those individuals or groups, as well as the organizations and institutions that represent them, whose interests are influenced by the direct and indirect effects of Feminae Cosmetics S.r.l. activities, such as the local and national communities in which Feminae Cosmetics S.r.l. operates. The search for a correct and transparent relationship with the stakeholders elevates, guarantees and protects the reputation of the company in the social context in which it operates.

2. Behavioral rules

Each recipient is required to know the code, to implement it as well as to report any shortcomings.

Relations with employees

Each company possibly belonging to Feminae Cosmetics S.r.l. supports a work environment aimed at developing potential and talent, integrity and honesty, mutual respect, the protection of the workplace and the health of employees and collaborators, respect for equal opportunities and privacy.
On the other hand, the dedication and professionalism of the employees are all considered indispensable and decisive values and conditions for the achievement of Feminae Cosmetics S.r.l. corporate objectives.
Consequently, all employees, in addition to applying the provisions contained in this Code of Ethics with care, awareness and diligence, must:

  • exercise their respective roles with fairness and a sense of responsibility, undertaking to diligently carry out the activities entrusted with the aim of pursuing the corporate objectives, also in relation to the provisions of art. 2015 of the Civil Code 1;
  • to base the relationship with colleagues on values of civil coexistence, respect and professionalism, avoiding all forms of discrimination and making sure that situations of hardship, prejudice, denigration or discrimination do not occur within the work environment;
  • behave based on maximum transparency, clarity, correctness, efficiency, fairness, respect both in relations with subjects within Feminae Cosmetics S.r.l., both in commercial relations with third parties, whether they are suppliers of goods and/or services or any other interlocutor outside the corporate perimeter of Feminae Cosmetics S.r.l.;
  • to carefully guard the company assets and have a behavior that respects the environment in everyday life, also from an ecological point of view.

Feminae Cosmetics S.r.l. is equipped with tangible and intangible assets, whose protection and conservation constitutes an essential value for the safeguarding of the corporate interests of Feminae Cosmetics S.r.l.: the use of these assets by each recipient of this code must therefore be functional and exclusive to the performance of company activities and for the purposes authorized by the company functions concerned. It is therefore absolutely forbidden to use company devices for personal purposes, just as it is not allowed to use non-company tools (mobile phones and personal email addresses) during the performance of work functions, and how it is not tolerable the execution during working hours of extra activities that go beyond the respective work activities.

Relations with customers

Feminae Cosmetics S.r.l. aims to satisfy the expectations of its customers by providing high quality products and/or services, in compliance with the rules set to protect competition and the market and basing its conduct on the declaimed values of correctness, honesty and professionalism.
In the context of relations with customers, the recipients of this Code of Ethics, to the extent of their competence and in relation to the tasks assigned to them, undertake to respect the commitments and obligations undertaken, to provide information, communications and services with accuracy, completeness and truthfulness, avoiding the use of any misleading, elusive or incorrect practice. The centrality of conduct based on maximum transparency, clarity, correctness, efficiency, fairness, respect for the counterpart is reaffirmed.

Relations with suppliers

The commercial relations of Feminae Cosmetics S.r.l. with its suppliers and external collaborators (including consultants and agents) are based on the principles of lawfulness, efficiency, economy, competition, transparency, impartiality and professional correctness.
The selection of suppliers (including subcontractors) and external collaborators (including consultants and agents) for the purchase of goods and services takes place on the basis of objective assessments that support their cost-effectiveness based on criteria of quality, value, reliability. All behavior must be based on maximum transparency, clarity, correctness, efficiency, fairness, respect for roles. The recipient of this Code of Ethics who participates in these supplier selection processes is required to:

  1. verify, through suitable documentation, that each person involved in the selection process has adequate means and resources to meet the needs of each possible Feminae Company Cosmetics S.r.l., as well as declaring its adherence to the principles and values of Feminae Cosmetics S.r.l.;
  2. act with objective and documentable criteria, guaranteeing the traceability of choices and keeping the documents that prove compliance with internal procedures and the purposes of the purchase;
  3. not accept any form of personal advantage and promptly declare to their manager and/or, missing that, to the company management of any Feminae Cosmetics S.r.l. company any situation of conflict of interest;
  4. promptly report any behavior potentially contrary to the principles and values of this Code of Ethics.

Upon signing the supply contract, each supplier must sign their adherence to the principles established by this Code of Ethics and will consequently become the recipient.
The purchasing processes and the setting of supply conditions must ensure the maintenance of the same principles to protect competition, transparency, efficiency and economy applied when selecting suppliers.
The fees for the supply of goods and services, as well as the sums paid to suppliers for any other reason, must be in line with market conditions or in any case justifiable and verifiable.

Relations with the Public Administration and the Judicial Authority

Feminae Cosmetics S.r.l. relations with the subjects representing the Public Administration and the Judicial Authority are entertained on the basis of principles of good faith, correctness, moral integrity and legality and are managed exclusively by persons in charge and authorized for the purpose, within the limits of the powers attributed to them. with formal power of attorney or within the scope and limits of their role and responsibility.
In the context of relations with the Public Administration, with the Judicial Authority and/or with persons in charge of public service, it is expressly forbidden for all recipients of this Code of Ethics:

  1. offer, even through a third party, money, gifts or benefits of any kind to the public official who has relations with Feminae Cosmetics S.r.l., its family members or any other person connected to them in any way;
  2. seek or establish relations of favor, influence, interference with representatives of the Public Administration with the aim of influencing, directly or indirectly, their activities.

These provisions cannot be circumvented by resorting to different forms of contributions which, under the guise of sponsorships, assignments and consultancy and / or advertising, have the same prohibited purposes as indicated above.

Relations with the Supervisory Authorities

Feminae Cosmetics S.r.l. undertakes to fully and scrupulously comply with the rules dictated by the Supervisory Authorities, as well as to establish relations with the aforementioned Authorities on the utmost cooperation and courtesy, complying with every request in compliance with their institutional role and undertaking to promptly execute their prescriptions.

3. Implementation, control and monitoring

This Code of Ethics is implemented through the shareholders’ resolution of each company belonging to Feminae Cosmetics S.r.l.
All recipients of this Code of Ethics are required to perform their work performance with diligence, competence and loyalty, investing their resources and time in an adequate and targeted manner in carrying out their activities. In particular, the company:

  1. compatibly with the needs of profitable management and without prejudice to supervisory obligations, it promotes the separation of functions with the dual purpose of allowing the identification of the parties who have operated and preventing the emergence of situations of conflict of interest;
  2. asks recipients to act in a correct and transparent manner, avoiding illegitimate favoritism, collusive practices or choices that lead to illegitimate personal advantages for themselves or for others.

This Code of Ethics is an integral part of the organization, management and control model adopted by Feminae Cosmetics S.r.l. pursuant to Legislative Decree no. 231/2001. Any reports of alleged offenses or violations, with particular reference to the predicate offenses provided for by Legislative Decree no. 231/2001, must be addressed to the Supervisory Body when appointed, using the e-mail address: supervisor@feminae.it
Reports can also be made anonymously and addressed to the attention of the Supervisory Body, when will be appointed at the company.
Requests for clarification on the interpretation of the Code of Ethics may also be addressed, in the case of employees, to the legal representative. Whatever the communication channel used by the whistleblower, the company undertakes to treat every report received with confidentiality and confidentiality, in line with the regulatory provisions in force, and to safeguard the anonymity of the complainant, ensuring that the same does not is subject to any form of retaliation.

Confidentiality

In application of EU legislation no. 679/2016 (called GDPR) all possible companies belonging to Feminae Cosmetics S.r.l. ensure the confidentiality of the information in their possession concerning the recipients of this Code of Ethics. All employees, collaborators, consultants of the company are required not to use the information acquired in the performance of their activities for purposes not connected with the strict exercise of the same.

Conflict of interest

Any decision relating to the commercial policies of any Feminae Cosmetics S.r.l. company must be based on solid assessments, with the exclusive purpose of pursuing the interests of the latter and not interests or particular personal benefits, both direct and indirect, of any recipient of this Code of Ethics.
Any situation that could constitute or determine a conflict of interest, even if only potential, must be promptly communicated to the manager of the area to which it belongs for each possible company belonging to Feminae Cosmetics S.r.l., even to the legal representatives of the respective for the appropriate evaluations and indications in this regard.

Gifts, donations, contributions and sponsorships

Feminae Cosmetics S.r.l. supports social responsibility initiatives, also through the provision of sponsorships or contributions to foundations, institutions and organizations dedicated to carrying out activities aimed at improving living conditions and spreading culture and solidarity in the community in which it operates.
Sponsorships and donations to companies or associations, even if not recognized, are in any case duly authorized and uniquely identify the interested parties and the reasons underlying the disbursement. The transfer of the economic value is carried out using tools that guarantee traceability based on suitable documentation.

Prohibition of operations aimed at money laundering

The company scrupulously follows the legislation aimed at preventing money laundering, self-laundering and the financing of criminal activities.
To this end, the recipients of this Code of Ethics are called upon to:

  1. immediately report potentially anomalous situations of which they are aware, in order to facilitate the prevention and contrast of money laundering phenomena;
  2. accurately check the information available on the counterparties and avoid entering into or maintaining commercial or financial relationships in cases where there is reasonable doubt that the counterparties can carry out conduct that constitutes the commission of money laundering offenses;
  3. ensure adequate cooperation with the competent authorities in the prevention, contrast and repression of phenomena concerning the counterfeiting and falsification of banknotes, coins and any other means of payment.

In the management of financial flows, it is forbidden to tolerate any irregularity which, according to normal professional diligence, gives rise to suspicions about the legality and regularity of the origin of the money received.

Bookkeeping, drafting of financial statements and management of financial flows

The company acts in compliance with the regulations, including regulations, relating to the keeping of accounts and the preparation of financial statements.
All the recipients of this Code of Ethics are required to provide maximum collaboration so that the management facts are correctly and promptly represented by the company accounts, so as to provide the shareholders and third parties with true and correct information on the economic, equity and financial company of Feminae Cosmetics S.r.l. required by current regulations.
All transactions of a financial nature, as well as all incoming and outgoing money movements of each company belonging to Feminae Cosmetics S.r.l., are carried out by subjects with the relative powers, subject to authorization, and are always justified, traced and recorded.

Protection of industrial and intellectual property

The Recipients of this Code of Ethics, both internal and external to the corporate perimeter of Feminae Cosmetics S.r.l., all act in full compliance with the industrial and intellectual property rights legitimately belonging to third parties, as well as in compliance with the provisions contained in laws, regulations and conventions aimed at protecting these rights. To this end, all recipients of this Code of Ethics must refrain from:

  1. from any conduct that could constitute usurpation of industrial property titles, alteration or counterfeiting of distinctive signs of industrial products, or of patents, designs or industrial models, both national and foreign, as well as from importing, marketing or in any case using or otherwise placing in circulation of industrial products with counterfeit or altered distinctive signs or made by usurping industrial property rights;
  2. from using in an illicit and/or improper way, in the interest of the company or of third parties, intellectual property, or parts thereof, protected by the legislation on copyright infringement.

Health and environment

Feminae Cosmetics S.r.l. counts among its primary values the principle of protection and health and safety at work and strives to ensure safe and healthy working environments for its employees and collaborators that comply with the provisions of the law in force. In carrying out work activities, training and education courses are promoted for workers on workplace safety, in order to prevent the risks of accidents at work.
The company respects the principle of environmental protection and actively contributes to the protection and safeguarding of the same, seeking the most suitable solutions to reconcile business needs with a responsible use of resources, a reduction in energy consumption and a better management of emissions in the atmosphere.

Consequences deriving from the violation of the code

Compliance with the Code of Ethics is an integral part of the contractual obligations of the employment relationship of employees, external collaborators, third party suppliers and, more generally, of all recipients of this Code of Ethics: failure to comply with the directives contained herein may cause serious damage to the companies belonging to Feminae Cosmetics S.r.l., both from an economic/patrimonial and financial point of view, and in terms of image and competitiveness on the market.
Any violation of the Code of Ethics therefore entails the adoption by each possible company of Feminae Cosmetics S.r.l. of disciplinary measures proportional to the gravity of the fact, in addition to any request for compensation for damage.
It is reiterated that the provisions contained in this Code of Ethics apply to all the recipients of this Code of Ethics, both internal and external to Feminae. Cosmetics S.r.l. and that their failure to comply may determine a reason for termination of the contract, assignment and/or in general of the existing relationship with any Feminae Cosmetics S.r.l. company., as well as – where the conditions are met – compensation for damages.

Final provisions

The shareholders’ meeting and the board of directors of Feminae Cosmetics S.r.l. approves the Code of Ethics by resolution, in accordance with the provisions of the shareholders’ meeting resolution of 28 October 2021, establishing the path for the adoption of the organization, management and control model pursuant to Legislative Decree 231/2001, as well as the possible revision to it made, taking care of its updating and evaluating any proposed amendments / additions coming from the Supervisory Body, when it is established.

This Code of Ethics is available on the Feminae Cosmetics website www.feminaecosmetics.com Feminae Cosmetics S.r.l. and any company belonging (subsidiaries, associates or in management and coordination) to Feminae Cosmetics S.r.l.

 

Location Carpi (MO), October 28, 2021
In Faith: Enrico Nadalini

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