Code of ethics

INTRODUCTION

Texpell s.r.l. has been operateing for a long time in the footwear and leather goods sector. Its growth and success are the result of shared values and principles that inspire the actions and work of all of its employees and collaborators.

These principles consist of an exemplary level of moral integrity and the desire to construct a relationship of trust with its employees, collaborators and business partners. That trust is based on transparency in managing information, full compliance with applicable laws, including regarding privacy and confidentiality, and the sharing of information, knowledge and professional skills within the company, and where necessary, outside as well.

This code of ethics has been drawn up with the goal of informing all of the persons and entities that collaborate with Texpell s.r.l. in any capacity and for any reason, of the ethical principles by which the company identifies itself. The company expects exemplary behavior, compliant with the provisions of this code of ethics, from those who represent it and collaborate with it.

The recipients of this code of ethics, who are obliged to observe its principles, are above all the persons who – within Texpell s.r.l. – exercise powers of management and control, regardless of the formal and legal position they hold within the company.

Along with the persons identified above, other recipients include all employees and collaborators of Texpell s.r.l, even if cooperation is on an occasional basis, and the company’s suppliers and everyone who performs activities in the name and on behalf of Texpell s.r.l. or under the control of the same.

Independent of the contents of this code, applicable rules and laws, collective labor contracts, employment contracts and company policies shall continue to have effect without any changes. Should there be a discrepancy between the principles contained in this code of ethics and local laws, the more restrictive provisions will be applied, whether established by law or this code.
Texpell s.r.l., in order to promote knowledge and compliance with its code of ethics among its employees and collaborators, undertakes to make available tools for information, prevention and control.

INTEGRITY AND RESPECT FOR APPLICABLE LAWS
The key principle of the company’s actions is respect for applicable laws, that the company expects not only from its own employees, but also from its collaborators, clients, suppliers and business partners.

Texpell s.r.l. therefore undertakes to strictly observe the laws that govern and control international financial transactions and the circulation of goods, and decidedly rejects any practices aimed at entering money obtained illegally into legal cash flows (“money laundering”). Thus, the company does not accept payments in cash that exceed the limits set by the Italian law.

With the same scrupulousness, the company undertakes to consider and respect the rules established by the competent institutions in regard to restrictions on exports of goods or relationships with specific entities (“embargoes”), as well as any other rulesregarding export controls.

In addition to careful respect for legislation, the company requires its employees to avoid any behavior that, despite being legal, could give rise to suspicions in regard to its honesty and transparency. The company has therefore established some internal guidelines aimed at governing the nature and entity of the gifts that the company is authorized to make and receive.

The gifts that the company is authorized to send cannot exceed the gifts of moderate value customarily made on the occasion of holidays and particular events. Texpell s.r.l. employees are also prohibited from receiving gifts from clients and collaborators outside of the limits just cited.

Employees are required to promptly inform the company upon the occurrence of situations of conflict between their own personal interests (or those of their family members or friends) and the interests of the company. The company has established specific guidelines in order to avoid and manage conflicts of interest in the best possible manner, preserving its reputation and integrity.

PROPER MANAGEMENT OF CONFIDENTIAL INFORMATION
Protecting the privacy of the data of employees, collaborators, clients, suppliers and business partners is a priority for the company.

Personal data are collected, processed and used only to reach clearly defined purposes. The subject to which that information refers retains the right to access the data or deny access to it, as well as the right to correct it or challenge its contents.

All confidential data is scrupulously protected from unauthorized access by third parties. In the event the information security is compromised, the owner of the data will be promptly notified.

Texpell s.r.l. undertakes to guarantee absolute discretion regarding all confidential information that may be communicated to it. Any information that employees, collaborators, suppliers and clients may acquire during the relationship with Texpell s.r.l. may not be directly or indirectly disclosed, for any reason, outside of the area of Texpell s.r.l.’s activities.

CREATION OF A SERENE AND STIMULATING WORK ENVIRONMENT
Texpell s.r.l. constantly undertakes to ensure a serene work environment within the company, where everyone can work in respect for the relevant laws and shared ethical principles and values.

Therefore, the company undertakes to ensure that its employees and collaborators are treated with respect and dignity and that there are no forms of isolation, exploitation or harassment between employees and collaborators dictated by discrimination or personal or work reasons.

Texpell s.r.l., that recognizes the dignity and value of each person, is against any discrimination based on diversity of race, language, color, faith, religion, nationality, ethnicity, age, physical appearance, gender, sexual orientation, maritalstatus, economic and social condition or political opinion. Any sexual harassment shall be punished with immediate termination of the employment or collaboration relationship.

The company, aware of the fundamental contribution of each of its employees and collaborators, undertakes to promote and value the professionalism of each of them, supporting their training and implementing all tools useful to develop their skills and talent. Texpell s.r.l. therefore undertakesto provide its employees and collaborators with adequate professional training and suitable work tools.

Texpell s.r.l.’s success is based on the efforts of a motivated and dedicated team. The goals in which employees and collaborators can identify are defined and set together, such that those persons are motivated, flexible, oriented towards quality, able to work as a team, willing to take responsibility, and able to appropriately use the resources available to them.

Texpell s.r.l. guarantees all of its employees the advantages provided by collective contracts, company-level agreements and any other applicable individual or collective agreement. The company recognizes and respects the right of its employees to create or affiliate themselves with freely-chosen labor union organizations. The exercise of those rights may not be cause for any sanction, discrimination or harassment.

Texpell s.r.l. is against any conduct representing crimes against persons, and in particular “off the books” work, and child and juvenile labor. All employment and collaboration relationships are established subject to the stipulation of a regular contract and after informing the employee/collaborator about all of the duties and obligations arising by the f stipulation of the contract.

Texpell s.r.l. undertakesto regularly pay the salary of its employees and to pay compensation for overtime work in accordance with the percentage increases established by law. Texpell s.r.l. also undertakes to respect applicable laws relating to social contributions in favor of its employees.

As a guarantee for its employees and collaborators, Texpell s.r.l. also undertakes to monitor respect for provisions of law regarding workplace safety daily and constantly.

As regards the question of work hours, Texpell s.r.l. guarantees compliance with applicable laws and regulations, including at the international level. The total number of work hours in a week, including overtime work, may not exceed the limits set by law.

SUSTAINABILITY
Texpell s.r.l. also undertakes to promote the protection of the environment, avoiding waste and promoting the responsible use of resources and management of waste in respect for the applicable laws and the environment.

RELATIONS BETWEEN TEXPELL S.R.L. AND CLIENTS, SUPPLIERS AND COLLABORATORS
The relationships that Texpell s.r.l. establishes with its clients, suppliers and collaborators are governed by criteria of professionalism, trust, confidentiality and quality.

At the time of selection of suppliers and collaborators, Texpell s.r.l. refers to parameters of quality, convenience, price, capacity, efficiency and confidentiality and avoids establishing relationships/agreements with suppliers and collaborators with dubious reputations.

Texpell s.r.l. expects that its employees and collaborators will adopt ethical and legal conduct, in line with internationally accepted standards in terms of the treatment of employees and workers. In particular, Texpell s.r.l. requires that its suppliers and collaborators respect the standards concerning fundamental rights and the rights of children, labor union rights, non-discrimination, and laws concerning workplace health and safety, salaries and work hours.

Texpell s.r.l. expects its clients, suppliers and collaborators to adopt behavior that respects the principles of this code of ethics. In the event that the cited persons should act in a way that conflicts with the principles indicated above, the contractual relationship may be terminated for just cause, consisting of serious breach of duties of propriety and good faith in execution of the contract. Texpell s.r.l. also intends to preserve its reputation and integrity, maintaining exemplary conduct that is in line with laws concerning competition.

In the context of all of its relationships, Texpell s.r.l. undertakes to combat any phenomena of corruption, even only potential corruption, and thus adopts every measure suitable to repress such phenomena.

THE COMPANY’S ASSETS AND RELATED OBLIGATIONS
Texpell s.r.l. is conscious of the fact that accounting transparency and proper accounting records keeping constitute a condition for a proper corporate management. For all operations carried out by Texpell s.r.l., adequate documentation will thus be kept on file that allows for reconstructing the operation and identifying any liability aspect. The financial statements of Texpell s.r.l., consistent with accounting transparency and the proper records keeping, must accurately represent the income, asset and financial situation of the company.

THE PURSUIT OF RESPECT FOR THE PRINCIPLES OF THIS CODE OF ETHICS
In order to allow for the respect of the principles contained in this code of ethics, Texpell s.r.l. undertakesto guarantee its dissemination and knowability. Each individual is personally responsible for respecting the code of conduct. It is possible to reach the goals and resolve any inconsistencies thanks to the joint efforts of all of the employees.

Texpell s.r.l. undertakes to act to avoid any form of retaliation against those who contribute to the implementation of this code and undertakes to update the code based on new needs that may emerge, assumes the duty to conduct audits concerning the actual respect for the principles of the code of ethics, and to apply adequate sanctionsin the case of their violation.

In the event of failure to respect the principles of this code of ethics on the part of employees of Texpell s.r.l., the relative sanctions – proportionate to the gravity and nature of the actions – shall be applied in respect for provisions of law and collective contracts.

In the event of failure to respect the principles of this code of ethics on the part of collaborators, suppliers, consultants or business partners, and thus by any person or entity linked to Texpell s.r.l. that does not have a subordinate employment relationship, this may lead to the termination of the contractual relationship. If that behavior in defiance of the principles of this code of ethics should cause damage to Texpell s.r.l., the company may also request suitable compensation.