Code of Conduct and MSA Statement
CODE OF CONDUCT
1.1 Area of application
The Code of Conduct has been adopted by the various lapti Companies in Italy (hereinafter jointly referred to as the “Company”).
The Code of Conduct outlined here concerns and guides the actions, in a binding and mandatory manner, of any and all managing Directors, members of the Company’s corporate bodies, individuals in senior management positions, employees (including full-time, part-time or temporary/contract personnel), external collaborators and partners, suppliers of goods and/or services and generally all parties and business partners who, directly or indirectly, permanently or temporarily engage in relations and activities with the Company and work towards the accomplishment of the Company’s goals in all countries in which business is conducted (hereinafter referred to as the “Addressees”).
All Addressees of the Code of Conduct, in pursuit of the Code’s principles and objectives, are required to operate with integrity and in compliance with all applicable laws and regulations. Addressees are at all times – within the limits of their individual competence – expected to observe and adhere to the requirements outlined by the Code of Conduct. These rules supplement the behaviours that each individual is required to observe according to the provisions outlined by applicable laws and regulations.
1.2 Guiding Principles
The Code of Conduct outlines the commitments and ethical responsibilities that must be observed by all the Addresses managing the Company’s activities and carrying out business operations.
Compliance with applicable laws and regulations, transparency and fair management practices, trust, respect and co-operation represent the Company’s primary ethical principles – and the essential driving elements that inspire the Company’s conduct. The Company’s overall goal is to ensure efficient and fair market participation, improve customer satisfaction and develop the competencies and the professional growth of the Company’s human resources. All parties and stakeholders associated with the Company, without distinction or exception, are therefore committed to observing and enforcing the principles outlined by the Code as part of their ongoing business duties and responsibilities. This commitment further requires that third parties engaged by the Company for whatever purpose carry out activities and adhere to a similar set of values.
The fundamental guiding principles of the Company, with particular emphasis on the various activities associated with the lapti brand, focus on the manufacturing and marketing of high quality products, and on fair, transparent and ethical practices as relating to customer interactions.
The Company, through the LVMH Group, participates and engages in Global Compact initiatives, working to promote the ten universal principles concerning human rights, labour issues, environmental concerns and anti-corruption, while pursuing a more sustainable global economy.
1.3 Unethical behaviours
Unethical behaviours undermines and compromises Company’s trust and relationships with its various stakeholders.
The Company does not tolerate any actions that violate applicable laws and regulations or, more generally, that contradict or conflict with internal regulations or internal procedures. The Company, furthermore, does not condone requests or pressure of any kind, aimed at influencing any Addressees to act against the Company’s laws, regulations and this Code of Conduct.
2. GENERAL PRINCIPLES
2.1 Compliance with Applicable Laws and Regulations
The Company is fully committed to respecting all applicable laws and regulations in countries where business is conducted.
The Company shall not pursue or continue any relationships with third parties that do not want to comply with the principles outlined.
2.2 Respect for the Individual
The Company undertakes to respect the rights, as well as the physical, cultural and moral integrity of all individuals with whom it interacts. The Company’s focus on the Individual is articulated through the development of its diverse workforce (direct employees or otherwise), the attention conveyed to needs and demands of customers, the protection and transparency of activities towards shareholders, and the correctness and transparency of interactions with suppliers.
The Company is therefore continuously aware and engaged in activities focused on avoiding any form of discrimination towards internal or external individuals with whom it interacts, taking into consideration elements such as age, gender, sexuality, private issues, health, race, nationality, political views and affiliations and/or religion.
No employee shall be subject to any form of intimidation or detraction. No disciplinary sanctions may be pursued or imposed in the absence of correct procedures.
All Company’s policies, including but not limited to those relating to hiring, employment termination, compensation, promotion and training practices, shall not discriminate on the basis of race, colour, sex, religion, political views and affiliations, nationality, social background, ethnicity, disability, age, marital status, ability to procreate, sexual orientation or other personal conditions of the individual employee, unless the compliance with applicable State laws and regulations entails otherwise. The specific goal of the policies in question is to promote and ensure greater equality in employment opportunities.
The Company – where appropriate – shall pursue and perform an internal investigation following allegations of discriminatory behaviour or harassment. The Company shall also provide appropriate procedures by which employees can file complaints related to such issues.
2.3 Environmental Respect and Considerations
The Company manages its business activities with a focus on environmental protection and continuous improvement, while also taking into consideration environmental impacts resulting from production activities.
Correspondingly, the Company takes into account, among its objectives:
compliance with national and international environmental laws and regulations;
comprehensive management of production activities, while minimising direct and indirect environmental impacts;
personnel training initiatives focused on developing employee awareness of environmental issues and outlining impacts associated with ongoing business activities, as well as committing to environment-friendly practices, contributing to the overall achievement of business objectives.
2.4 Honesty and Integrity
Within the scope of their professional activities, the Addressees are required to duly comply with applicable laws and regulations, with the Code of Conduct and with applicable internal rules and regulations. A misconduct for the Company’s interest or benefit shall, under no circumstance, be justified or condoned.
The Addressees undertake to provide, within the limits of the powers conferred to them, complete, accurate, adequate and timely information, both within the internal and external scope of the Company. The information in question shall be clear, unambiguous and simple.
2.6 Privacy Protection
The Company guarantees the confidentiality of personal information in its possession, in accordance with applicable laws and regulations (in Italy, e.g., Legislative Decree No. 196/2003 and subsequent amendments). The Addressees are obliged to treat and handle personal data and information in strict compliance with applicable laws and regulations.
2.7 Child Labour and Illegal Labour Prevention
The Company’s various activities are guided and motivated by ethical principles and strong commitment to comply with current laws and legislation. The Company does not and shall not tolerate illegal and child labour practices, taking an active role in combating the issue in question. The Company calls upon all external collaborators, suppliers, customers and partners, Italian or foreign, to specifically comply with applicable legislation currently in place and to actively combat illegal and child labour practices.
The Company further requests that all suppliers are committed to ensure that lapti products are manufactured in accordance with the principles outlined by the “CHILD LABOUR FREE” program established by the International Labour Office.
2.8 Freedom of Association and Right to Collective Bargaining
All the Addressees hold the right to establish and join organisations of their own choosing, including trade unions, in order to protect the interests of the workforce and promote collective bargaining practices. The Company does not and shall not impose any restriction concerning freedom of association and the right to organise, except as prescribed by applicable laws and regulations.
Workers shall not be subject to discrimination resulting from their participation in such activities, nor shall any individual employee be prevented from participating or from gaining membership into any such groups. The Company shall provide the necessary means required for the establishment of workforce organisations.
The Company shall facilitate the workforce representatives in conducting negotiations concerning relevant employment issues with authorized management representatives. Employees shall be guaranteed adequate access to information and to any resources deemed necessary in order to allow workforce representatives to conduct negotiations effectively.
3. STANDARDS OF CONDUCT
3.1 Standards Of Conduct Towards Employees And External Collaborators
3.1.1 Independence and Confidentiality in Hiring Practices
With a strong focus on equal opportunities, the selection of Company’s personnel shall only be carried out in accordance with applicable laws and regulations. The selection process is also based on a thorough assessment of the candidate’s skills and competencies to the required profile, in compliance with privacy, confidentiality and opinions of the candidate in question.
3.1.2 Professional Development
Employees and external collaborators, with their various competencies and dedication, represent an essential element of the overall success of the Company. For this reason, the Company is committed to protecting and promoting human resource values and practices, striving to continuously improve and develop the individual skills and knowledge of its workforce.
3.1.3 Health and Safety Protection
The Company is committed to promoting and consolidating a culture focused on safety, achieved by developing awareness of potential risks, by ensuring compliance with applicable legislation and by promoting responsible behaviour from its various employees and collaborators. In addition, the Company works to preserve, by means of preventative actions of an organisational and technical nature, the health and safety of its diverse workforce. The Company guarantees and is fully committed to the protection of the physical and moral integrity of its employees, guaranteeing working conditions that focus on individual respect and that ensure a safe and healthy working environment.
3.1.4 Information Management Integrity and Confidentiality
All the Addressees, in carrying out their various business activities and in line with their applicable roles and responsibilities, are required to manage, record and process data and information in a complete, correct, adequate, accurate and timely manner, and in accordance with applicable laws and internal regulations.
Data entry and Company accounting, financial and economic practices shall be carried out in accordance with the above principles and with respect to the protection of Company’s data.
Individuals responsible for the management of accounting records and financial and economic data are required to fully cooperate with the Information Systems department and with other competent departments, in order to ensure the proper implementation and use of procedures intended to safeguard and guarantee data integrity.
3.1.5 Diligence in the Use of Company Resources
All the Addressees are required to make appropriate use of Company resources, ensuring no actions are taken that may in any way reduce the effectiveness and efficiency of resources, or that may prove contrary to the interests of the Company.
Furthermore, all the Addressees are required to safeguard Company’s assets and avoid improper or unlawful activities and actions, also if carried out by third parties.
3.2 Business Management Standards of Conduct
3.2.1 General Rules
All the Addressees, when interacting and dealing with third parties, are required to ensure an ethical behaviour, respectful of laws and internal regulations and driven by honesty and integrity.
3.2.2 Potential Conflict of Interests
The relationships and interactions between the Company and the Addressees are characterised by full and complete trust. Within this context, the primary duty of all individuals in question is to make use of Company’s assets and of their own individual skills and employment capacities in order to achieve Company’s goals and interests, in compliance with applicable laws and regulations and in accordance to the principles outlined in the Code of Conduct. The latter represents the overall set of values that inspire the Company’s activities and actions. Furthermore, the Addressees shall be required to avoid any activities that may cause a conflict between personal and Company’s interests, or that could interfere with and negatively influence the ability to make impartial and objective decisions concerning the Company’s interests and dealings. Conflict of interests and violation of the principles outlined by the Code of Conduct presented here are detrimental to the Company’s image and integrity. All the Addressees are therefore accountable to ensure their actions do not in any way take advantage of, overlap or capitalise on their business activities, resulting in a personal or domestic conflict of interest.
No member of staff in contact with vendors may, either personally or through his/her family, hold any direct or indirect interest in a Company’s vendor.
In order to avoid and prevent actual or potential conflicts of interest, the Company requires that at the beginning of the employment or upon assignment of new roles or responsibilities, or, in any case, on a recurring basis, employees shall sign a suitable statement, declaring their intent and commitment in avoiding any conflicts of interest between the individual and the Company. This statement also implies that the individuals in question undertake to promptly inform the Company of any actual or potential situation that could lead to or be considered conflicts of interest, by engaging the appropriate management channels.
3.2.3 Customer Satisfaction and Product Quality Commitment
The Company considers customer satisfaction a primary business objective, a key goal that is constantly pursued thanks to the commitment of all the Addressees in order to fully actualise and articulate customer needs, especially during sale and post-sale activities. Customer shall be given full and accurate information concerning the products and services provided, in order to enable them to make informed purchasing decisions. The Company is committed to communicating with customers in a clear and transparent manner, providing accurate and consistent information concerning the products offered, relying on simple and clear language and treating customers with utmost fairness and respect. All the Addressees shall therefore always engage in customer relations with a focus on full and complete integrity, transparency and courtesy.
3.2.4 Fairness and Integrity in relationship with suppliers
The Company’s conduct during purchasing activities relating to goods and services, strives to take into account a maximum competitive advantage, granting equal partnership opportunities to each individual supplier and relying on principles of fairness and impartiality. The selection of suppliers shall not allow for or permit any undue solicitations or pressures, preferential treatments for any one supplier over another or any related activities intended to undermine the Company’s credibility and reputation with regard to transparency and diligence in the enforcement of applicable laws and internal regulations. Supplier selection criteria shall be based on the impartial assessment of quality, cost and performance. In addition, the Company undertakes to not in any way take advantage of its powers by imposing unfair or excessive contractual clauses or demands.
Each individual Company’s employee, consultant, supplier or partner is bound to comply with the principles outlined below. The Company shall not engage in or continue business partnerships or dealings with any entity that is not committed to or does not intend to comply with the principles set out.
The Company shall comply with applicable laws and internal regulations in selecting and managing relationships with suppliers.
The Addressees are allowed to accept from suppliers gifts and tickets for entertainment events (e.g., gigs, sports or arts events) (hereinafter, “Gift/s”) only if they are in accordance with usual business practices and their value does not exceed the amount of € 150,00 (considered as the market price of the Gift). If the Gifts are not strictly personal (e.g., invitation to a dinner, invitation to an entertainment, etc.), Gifts, within the €150,00 cap set above, are equally distributed among the lapti employees through the internal lottery; in case the Gifts are perishable (e.g., food) and are not sent to the employee during Christmas season, such Gifts shall be equally distributed among the Function of the employee who has received the Gift.
If the value of the Gift exceeds the cap of €150,00, the employee shall return it to the supplier through the Internal Post Office, clarifying the lapti policy in question.
If in doubt, employees shall contact the lapti Compliance Manager at: email@example.com.
Within the context and framework of its relationships with suppliers, the Company respects the interests and the specific needs of its various partners, and is committed to pay particular attention to contract terms negotiated with micro enterprises (a micro enterprise is defined as a company with fewer than 10 employees and turnover amounting to less than 2 million Euros) and to ensure compliance with payment terms in accordance with provisions set out by law and to contractual arrangements negotiated with the individual supplier.
3.2.5 Relationship with Public Administration
All interactions and business relations with public administration officials and/or representatives must always be clear, transparent and lawful.
In accordance with current legislation, the Company prohibits all those who work on behalf of its interests and name, to accept, offer, promise or to directly or indirectly solicit money, gifts, goods, services, undue favours or benefits (including employment opportunities) in their relations with public officials and/or public administration representatives, in order to in any way influence decisions, obtain a more favourable treatment, acquire undue benefits, or for any other foreseeable purpose.
Any undue requests or offers for money or compensation, or for favours of any kind, made to or by individuals working on behalf of the Company and concerning relations with public officials and/or public administration representatives, both Italian and foreign, must be immediately reported to the appropriate supervisor and/or to the Surveillance Body, as outlined in Section 4.2.
3.2.6. Relationship with Political Organisations and Unions
The Company does not and shall not favour or discriminate, directly or indirectly, against any political organisations or trade unions.
The Company does not and shall not make contributions of kind and in any form, direct or indirect, to any political organisations, trade unions, movements, committees and organisations and their representatives or candidates, with the exception of contributions permitted by applicable State laws and regulations.
3.2.7 Relationship with Mass Media
Relations with the press, media and information channels and, more generally, with external stakeholders of any kind, fall under the strict authority of expressly authorised personnel. These activities shall be carried out in accordance with the applicable procedures or regulations adopted by the Company.
Any request for information from the press or media received by Company personnel shall be promptly communicated to the appropriate individuals (business functions) responsible for external communication, before any commitment is made to respond to the request.
All external Company communications must follow principles founded on truth, fairness, transparency and judgment. Media and press relations must comply with the principles outlined in the Code of Conduct presented here, with the overall objective of protecting the Company’s image and reputation.
3.2.8 Confidentiality Obligations
Any form of investment, direct or indirect, sourced by confidential corporate information, is strictly prohibited by the Company. Particular discretion and attention should therefore be placed on the external disclosure and/or communication of any non-public documents, news and information concerning activities carried out by the LVMH SA holding company, by the Company and by any of its affiliates, and which, if made public, could impact financial or stock market results. Communication of such information, following the appropriate Director approval and authorisation, shall always be carried out via specifically designated channels and individuals. Under no circumstances, during the management of information, shall be allowed or adopted behaviours that may encourage and/or facilitate insider trading, or that are aimed at the undue benefit of individuals or third parties.
Any the Addressees with access to Confidential Information in any capacity, shall communicate such Confidential Information outside the organisation only if expressly authorised by the appropriate Management or in order to comply with applicable laws and regulations.
By way of example and without limitation “Confidential Information” shall be defined as and refer to any information that has not yet been duly disseminated to the public, and concerns: models, drawings, sketches and studies relating to marketed products and/or brands directly or indirectly associated with the Company, corporate projects and documentation including business plans, management plans, strategic plans, data and expertise concerning technological processes, financial operations, operational strategies, investment and divestment strategies, operating and financial results, personal employee data and information, customer and employee lists/directories and any information concerning current and future business related activities.
The distribution of information on Company purchases is internally limited to the strict minimum that is necessary and is entirely restricted externally, irrespective of form. Sensitive information particularly concerns:
- purchase prices and conditions per products, per services or per vendors;
- portfolio of vendors (e.g., origin of purchases, turnover and quality per vendor, etc.);
- invitation to tender and negotiation in progress;
- product / service specifications;
- commercial or financial information of the Company.
Any vendor participating to tender is required to sign a confidentiality agreement.
3.2.9. Money Laundering and receiving stolen goods prevention
It is mandatory that all Addressees comply with all applicable laws, rules and regulations, both national and international, intended to combat money laundering activities.
3.2.10 Protection of Intellectual Property
The Company is committed to innovation activities concerning its intellectual property and to the strict protection of the same. The Company in turn is respectful of third parties’ intellectual property, paying particular attention and requiring all its Addressees to take particular care in respecting and protecting the Company’s overall intellectual property and in preventing any potential violation concerning third parties’ intellectual property.
3.2.11 Prevention of counterfeiting activities related to coins, bills, public credit cards, stamps and watermarks
It is strictly prohibited to accept, circulate or make use of coins, bills, public credit cards, stamps and watermarks, in the interest and/or benefit of the Company. Any violation of the law in this regard should be promptly reported to the competent Authorities and to the Surveillance Body, as outlined in Section 4.2.
3.2.12 Relationship with Legal Authorities
It is strictly prohibited to exert any type or form of pressure on individuals called upon to make statements before Legal or Judicial Authorities, in order to persuade the individuals in question to withhold statements or to present falsified statements or information.
3.2.13 Prevention of Associated Offences
It is strictly prohibited to make associations, in Italy or abroad, with the intent of committing or concerning involvement in criminal activities carried out in the interest or for the benefit of the Company.
3.2.14 Usage of Company Technologies - Prevention of Cybercrimes
The use of computer and telematic technologies, systems and tools belonging to the Company and/or to applicable third parties, must be carried out correctly and in accordance with applicable laws and regulations.
The Company fully understands the importance of ensuring data and information confidentiality, while also taking into account the safeguard of data and information from unauthorized access and the integrity of the same. This requires a proper and correct behavior from the Addressees, in order to avoid the falsification of documents, data and/or information, as well as hinder unauthorized access for the purpose of damaging data, information or computer systems belonging to the Company and to applicable third parties.
All Addressees shall not engage in any conduct or behaviour that is likely to damage or negatively impact data, information systems, or telematic systems, and shall fully commit to comply with applicable regulations concerning the prevention and/or the punishment of cybercrimes and related activities.
3.2.15 Relationship with third parties
It is strictly prohibited to accept from or give or promise or request, either directly or indirectly, monetary compensation, gifts or other benefits to/from directors, executives, and managers responsible for preparing corporate accounting or financial documents, auditors, liquidators, or any individuals subject to the direction or supervision of the latter, belonging and/or associated to the Company or to private entities, agents, franchisees, business partners, certification bodies, consultants, service providers, suppliers in general, intended to influence the individuals in question to act in violation of their duties, in such a way as to cause harm or damages to a third-party company.
4. IMPLEMENTATION OF PROCEDURES
4.1 Dissemination of the Code of Conduct and Compliance
The Company promotes awareness, understanding and compliance with the Code of Conduct, and requires all the Addressees to abide by the Code in question.
In case of non-compliance, the Company is obliged to take disciplinary measures or other appropriate actions. The aforementioned parties are, therefore, required to be aware of and understand the contents of the Code of Conduct presented here, abiding by, sharing and implementing the applicable principles, requesting and receiving as necessary from the Surveillance Body, appropriate clarification concerning interpretation of the contents.
4.2 Supervisory Body
In Italy, the Company has established a Surveillance Body, as required by applicable laws and regulations, with the task of overseeing the implementation and enforcement of the Code of Conduct within the Italian territory.
All parties covered by the scope of the Code of Conduct in question are required to report, in writing, and not anonymously, any possible violations concerning the Code, legal provisions or Company’s regulations, of which they become aware. Any reports of such violations should be addressed to the Surveillance Body at the following email addresses, depending on which of the Company is involved
- if lapti Italia S.r.l.: firstname.lastname@example.org;
- if lapti S.r.l.: email@example.com.
The Company has established and shall provide the necessary measures to protect affected individuals from any type of retaliation (intended as any act that could give rise to forms of discrimination or punishment such as, for example, impact to partner, vendor or consultant relations, denial of promotion for employees, etc.). To this end, the confidentiality of the reporting party shall be protected, subject to the requirements of applicable law.
Responsibility for conducting investigations concerning possible violations of the Code of Conduct falls under the discretion of the Surveillance Body. The Body shall take into account, as necessary, the evidence provided by the reporting party, as well as testimony provided by the party or parties responsible for the alleged violation. Individuals and parties in question are required to provide full cooperation with any internal investigations.
Following such activities, the Supervisory Body shall report to the Board of Directors any corresponding grounds for disciplinary action, including grounds for termination of contract.
4.3 Sanction Guidelines
Violation of the principles contained in the Code of Conducts compromises and affects the fiduciary relationship between the Company and its Addressees. Any such violations shall result in appropriate and timely action on the part of the Company, through any necessary means and as required by applicable laws and regulations.
In case of violation of the provisions outlined in the Code of Conduct in question, affected parties or employees shall be subject to disciplinary actions and measures considered appropriate and proportionate to the breach in question, to the extent required by applicable National Collective Agreements, laws and regulations.