CODE OF ETHICS

  1. GENERAL PRINCIPLES

 

1.1 MISSION AND VALUES OF VILLA SANDI SPA

  • PURPOSE OF THE CODE OF ETHICS
  • RECIPIENTS AND SCOPE OF THE CODE OF ETHICS

 

 

  1. INTERNAL ORGANISATION

 

2.1 THE IMPORTANCE OF HUMAN RESOURCES

  • SAFETY IN THE WORKPLACE
  • SPECIFIC RESPONSIBILITIES OF DIVISION HEADS
  • CONDUCT IN THE PERFORMANCE OF DUTIES
  • CONFLICT OF INTEREST

 

 

  1. RELATIONS WITH THE OUTSIDE WORLD AND STAKEHOLDERS

 

3.1 ENVIRONMENTAL PROTECTION AND ENHANCEMENT OF THE TERRITORY

  • FREE COMPETITION AND INTELLECTUAL PROPERTY

3.3 RELATIONS WITH PUBLIC INSTITUTIONS

3.4 RELATIONS WITH SUPPLIERS

3.5 RELATIONS WITH CLIENTS

3.6 SPONSORSHIPS, PARTNERSHIPS AND MARKETING

3.7 RELATIONS WITH THE MASS MEDIA

3.8 ACCOUNTING TRANSPARENCY

 

 

  1. IMPLEMENTATION AND MONITORING OF THE CODE OF ETHICS

 

4.1 INTERNAL CONTROL AND REPORTING VIOLATIONS

4.2 SANCTIONS

4.3 FINAL PRINCIPLES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. GENERAL PRINCIPLES

 

  • MISSION AND VALUES OF VILLA SANDI

"People make the difference; passion and cooperation are what make a project great. We love our work because we believe in the value of our company and our land. Villa Sandi is a story of devotion to the territory, dedication to the culture of wine and its clients, love and respect for tradition." This is our mission and, to accomplish it, Villa Sandi works tirelessly to promote and protect its core values:  

  • Products. The ongoing pursuit of quality, traceability and innovation, while respecting our traditions, are the principles that inspire the work of our oenologists and our R&D Department.
  • Clients. We believe that customer satisfaction leads to rewarding and long-lasting relations. Meeting the needs of our clients, promptly processing orders and providing efficient after-sales service are what guide our everyday business.
  • People. Ensuring social equality and valuing human resources means respecting the fundamental rights of anyone who interacts with our company, protecting their physical and moral integrity and guaranteeing equal opportunities.
  • Environment. We strive to protect biodiversity, namely the animal and plant species which live in a particular habitat, and reduce the environmental impact of our business.
  • Territory. Villa Sandi shares the same values as the families who have lived on this land for generations: tradition, sense of responsibility, cultural heritage and a close bond with the generous land which we love and respect.
  • Market. Villa Sandi believes in free competition and treats anyone working on the market with fairness and transparency, two of its cornerstones.

 

1.2 PURPOSE OF THE CODE OF ETHICS

This Code of Ethics (hereinafter “the Code” or “Code”) has been drawn up to clearly establish Villa Sandi’s main ethical values and to inspire these principles in the conduct of its everyday business. The purpose of the Code is to give general ethical and behavioural guidelines and to set a standard which all the individual activities within the business must meet to prevent unlawful behaviour and crimes, particularly those referred to in Italian Legislative Decree No. 231/2001 concerning administrative responsibility of entities, thereby avoiding the risk of incurring sanctions which may impact not only production but also, more importantly, the Company’s image and reputation.

Applying and complying with these principles are part of the wider obligations of legality, respect, impartiality, flexibility, competence, integrity and transparency which Villa Sandi aspires to and expects from anyone entering into business relations with it.

 

1.3 RECIPIENTS AND SCOPE OF THE CODE OF ETHICS

The requirements of the Code apply, without exception, to the members of the Board of Directors and the Board of Statutory Auditors, directors, managers, employees of Villa Sandi and all those who, directly or indirectly, permanently or occasionally, establish relations or relationships of any nature with Villa Sandi or work to pursue its objectives. Compliance with the Code of Ethics is also required from all third parties with business relations with Villa Sandi such as, by way of example but not limited thereto, clients, suppliers, consultants, etc.. In this regard, the Villa Sandi division heads and employees in general, in accordance with their role, shall:

  • Inform third parties of the responsibilities and obligations contained in the Code of Ethics;
  • Request that they, whether they be physical persons or corporate entities, abide by the requirements of the Code of Ethics;
  • Terminate contractual relations with third parties who have not complied with the requirements of this Code in the performance of their business.

The Code of Ethics applies to all the countries where Villa Sandi S.p.A operates and all aspects of its business.

The Code is available to all its stakeholders at company headquarters and on its website.

The recipients indicated above in the provisions of this Code shall, in accordance with the law and current regulations, base their actions and behaviour on the principles, objectives and obligations of the same.

 

 

 

  1. INTERNAL ORGANISATION

 

2.1 THE IMPORTANCE OF HUMAN RESOURCES

Villa Sandi acknowledges the importance of human resources and believes that the main reason for the success of any business is the professional contribution of the people who work there, encouraging an atmosphere of loyalty and mutual trust. During the recruitment, hiring and professional advancement of its staff, the Company appraises them purely to verify that the expected profiles match the requested profiles and makes assessments of merit which are transparent and verifiable, acknowledging that a person’s skills and professional potential are the parameter to determine salary increases and career development. Relations with workers are aimed at guaranteeing equal opportunities and promoting the professional growth of employees irrespective of their gender, ethnic origin, skin colour, sexual orientation, age, political opinions, religious beliefs, marital status, social or cultural condition or any other status or personal characteristic.

Villa Sandi is firmly opposed to any kind of illegal or forced labour, physical, verbal, sexual or psychological harassment, abuse, threats or intimidation in the workplace, basing its relations with its workers on respect for the basic rights of man and the protection of their physical and moral integrity, while supporting the continuous development of their technical and professional skills through training courses aimed at helping develop the skills of every worker.

More broadly speaking, every aspect of the Company’s work is inspired by the International Labour Standards (ILS) provided for in the fundamental principles of the International Labour Organization (ILO), guaranteeing respectful and favourable working conditions, also in terms of working hours and remuneration.

All workers are entitled to a fair salary in keeping with their duties, including any overtime. They are also guaranteed the freedom to join trade unions and collective bargaining movements without this causing any kind of discrimination in any way.

Villa Sandi also undertakes to protect any sensitive, confidential or private information about employees, ensuring full compliance with rules regarding the confidentiality of information and documents collected and produced when recruiting and managing personnel.

 

 

2.2 SAFETY IN THE WORKPLACE

Villa Sandi believes the safety of its workers to be a fundamental right and strives to guarantee it in every stage of their work. In compliance with current legislation, it takes all the necessary measures to protect the physical and moral integrity of its workers.

Specifically, Villa Sandi is committed to ensuring that:

  • Compliance with current legislation concerning the safety, hygiene and health of workers is considered a priority;
  • Risks for workers are avoided, as far as is possible and guaranteed by the development of improved techniques, also by choosing the most suitable and least dangerous materials and machinery to mitigate risks at source;
  • Workers receive information and training that is widespread, up-to-date and specific to the job they perform;
  • Workers are consulted on matters concerning occupational health and safety;
  • Any needs or non-conformity regarding safety, which have emerged during working activities or audits and inspections, are rapidly and effectively dealt with;
  • Work and operational aspects of the same are organised in such a way as to safeguard the health of workers, third parties and the community in which the Company operates.

Villa Sandi dedicates organisational, instrumental and economic resources to achieving the above goals, with the aim of ensuring full compliance with current accident prevention laws and the continuous improvement of workers’ health and safety in the workplace and of the relative prevention measures.

Employees, each in relation to their duties, must ensure full compliance with the law, the principles of this Code and corporate procedures and any other internal provision established to guarantee the protection of occupational safety, health and hygiene.

 

                2.3 SPECIFIC RESPONSIBILITIES OF DIVISION HEADS

All division heads shall:

  • Set an example for their employees with their ethical behaviour;
  • Encourage employees to abide by the Code of Ethics and urge them to raise any issues or questions regarding any possible breaches of ethical standards and/or internal procedures;
  • Encourage employees to report any shortcomings in the Code or procedures, welcoming all constructive comments employees give to improve their content;
  • Select employees and external associates with care to prevent responsibilities being given to people whose commitment to complying with the requirements of the Code may not be reliable;
  • Immediately report any observations or information provided by employees about possible violations of the ethical requirements to the supervisory body;
  • Prevent any kind of retaliation against anyone who gives information regarding a violation of the ethical requirements and/or internal procedures or who takes part in an investigation relating to them;
  • Ensure that employees understand that compliance with the Code is an essential part of the quality of their work and that all actions and negotiations and, in general, all conduct engaged in by employees while doing their jobs, must be carried out in compliance with the Code, as well as with the law and current regulations.

 

2.4 CONDUCT IN THE PERFORMANCE OF DUTIES

All employees must base their conduct on the following principles:

  • Professionalism. All employees shall carry out their duties and work with diligence and fairness, using the instruments and time at their disposal to the best of their ability and assuming responsibility for their actions.
  • Confidentiality. It is a fundamental principle to guarantee the confidentiality of information which workers come across in the performance of their duties. It is therefore important to use the utmost caution and care when handling information which is not in the public domain. Any information or other material obtained during the performance of a person’s job are the property of the Company. Workers undertake not to disclose, use or communicate any kind of confidential news, documents, information etc., relating to the performance of their duties or responsibilities without the relevant authorisation.
  • Honesty. Honesty is the guiding principle of everything Villa Sandi does and is fundamental for its organisation. Relations with stakeholders, whatever the level, must be based on fairness, collaboration, loyalty and mutual respect. Under no circumstances whatsoever does the pursuit of the Company’s interests justify dishonest conduct.
  • Fairness. People are asked to refrain from using the information, assets and equipment at their disposal to perform their duties for personal purposes and to assume responsible behaviour which is in line with operational guidelines, avoiding improper use of company devices. Every employee is responsible for looking after, protecting, keeping and correctly using their corporate assets.

Nobody shall accept or make, for themselves or others, recommendations or report any information that could damage the Company or bring undue advantages for themselves, the Company or third parties.

  • Transparency. Every worker shall discuss the work they have done with their manager and colleagues to encourage cooperation and unity of action.
  • Courtesy and kindness. It is good practice to treat everyone in the workplace with respect, courtesy and kindness and especially clients, as they are considered the focus of the Company’s business. Workers shall assume behaviour which is compatible with the principles of civil coexistence, full collaboration and cooperation.
  • Collaboration and punctuality. All workers are encouraged to assist their colleagues in tasks which are particularly demanding. Punctuality is seen as a form of respect towards the person who is waiting, whether it be a colleague, client or third party.
  • IT equipment and network connection systems. Personal computers provided must be kept in the best possible condition and programmes other than those needed for the performance of duties should not be installed. Hardware provided by the Company are, to all effects, work tools and cannot be used for personal purposes without consent from a superior. In particular, the files stored on them are corporate assets and must not be damaged, voluntarily disclosed and/or copied for purposes other than those relevant to a person’s duties. The Internet is a work tool and must be used as such. Workers are not allowed to take part in forums or use chat lines for reasons other than professional ones and are not allowed to store personal IT documents on their devices. They must use IT resources and equipment in accordance with the law in force and avoid any action, even attempted, to damage or wrongfully break into the Company’s IT systems.

 

2.5 CONFLICT OF INTEREST

Villa Sandi is aware that conflicts of interest can jeopardize the goals of legality, respect, impartiality, flexibility, competence, integrity and transparency. The Company, in accordance with its values of honesty and fairness, therefore undertakes to take all necessary measures to prevent and avoid any, even apparent, conflict of interest.

“Conflict of interest” is defined as a situation where a member of the Company (at any level), due to interests or activities which could create an immediate or later advantage for himself, his family or acquaintances, acts in breach of these ethical provisions and/or is conditioned in his capacity to work for the exclusive interest of Villa Sandi. By way of example but not limited thereto, the following situations can lead to a conflict of interest:

  • Having economic or financial interests, either personally or through family members, with suppliers, clients or competitors;
  • Working with clients, suppliers or competitors or performing of any kind work (intellectual or otherwise) which conflicts with the interests of Villa Sandi;
  • Taking advantage personally or through a family member of business opportunities which a person has become aware of as a member of the Company;
  • Accepting money, gifts (valuables, trips, different kinds of gifts) or favours (for example hiring or career advancement for family members) from physical persons or corporate entities that are or intend entering into business relations with Villa Sandi.

Everyone must report the presence or occurrence of any form of real or potential conflict of interest to the supervisory body.

 

 

 

  1. RELATIONS WITH THE OUTSIDE WORLD AND STAKEHOLDERS

 

3.1 ENVIRONMENTAL PROTECTION AND ENHANCEMENT OF THE TERRITORY

Villa Sandi has embraced a “for life” philosophy and is committed to working for a healthier future for our planet. The cornerstones of this philosophy are the following

  • Environment. Villa Sandi undertakes to:

-protect biodiversity in agriculture, adopting good practices which are sustainable and have a reduced environmental impact in its vineyard management;

-preserve the biological quality of the land, especially the hedges, wooded areas and nectar-producing species there;

-use renewable energy sources and manage water resources carefully;

  • Research. Thanks to collaboration with prestigious research institutes, Villa Sandi undertakes to:

-develop new methods to control parasites and weeds and to restore fertility to the soil;

-promote low-impact production methods and other actions that can have a beneficial effect on biodiversity;

-constantly innovate its production processes in order to monitor their performance and environmental impact to prevent serious damage which could be irreversible for the ecosystem;

  • Certifications. Villa Sandi has been awarded “Biodiversity Friend” certification from the WBA (World Biodiversity Association), certifying that it uses good practices which are both sustainable and have a reduced environmental impact in its vineyard management;
  • Donations. Villa Sandi supports organisations committed to enhancing the area and developing the local community it works in with donations and philanthropy.
  • Suppliers. Villa Sandi undertakes to:

-select its suppliers who comply with strict environmental protection standards;

-prefer suppliers of natural and recyclable raw materials;

-encourage them to continuously innovate their products and processes to reduce the environmental impact of the subcontracting chain.

 

 3.2 FREE COMPETITION AND INTELLECTUAL PROPERTY 

Villa Sandi believes that the free market and intellectual property are assets that should be protected and acknowledges that correct and fair competition can affect reputation and is important for the sustainable growth of the Company and the market is operates in. In light of this, Villa Sandi refrains from any conduct to secure a business deal that is in bad faith or in violation of any applicable laws or regulations, condemning any act performed in violation of current regulations to protect it, or that may upset the competitive environment it operates in.

 

3.3 RELATIONS WITH PUBLIC INSTITUTIONS

Relations with public entities and public and/or private officials who provide public services, municipalities, provinces, regions (hereinafter generically the Public Administration) must always be based on the strictest observance of applicable laws and the principles of transparency, honesty and fairness and shall in no way compromise the integrity and reputation of Villa Sandi. The principles adopted by the Company aim to ensure the maximum clarity and impartiality of its relations and its conduct complies strictly with applicable laws and regulations, while protecting its integrity and reputation. When dealing with the Public Administration, anyone working on behalf of Villa Sandi shall not improperly influence the decisions of the officials who negotiate or decide on their behalf. During a negotiation or business relationship, in particular, all members of the Company shall refrain from conduct in breach of the above principles, including, by way of example but not limited thereto:

  • Offering or giving employment opportunities and/or commercial benefits to employees of the Public Administration involved in the negotiation or relationship, or their family members;
  • Giving or receiving free gifts or other benefits, unless they are acts of commercial courtesy of modest value;
  • Providing untruthful information or omitting to communicate relevant facts when required to do so by the Public Administration;
  • Offering, directly or through third parties, sums of money or other benefits of any kind or entity, to public officials, government representatives, public servants or private individuals to compensate or repay them for an act of their office or, in general, to obtain any advantage;

zioni di legge e di regolamentiercare nei fornitori e collaboratori esterni professionalità e piena condivisione dei princìpi e• Seeking out or establishing personal relations aimed at obtaining favour, influence and interference and make bestowals or pay bribes to condition, either directly or indirectly, business (active corruption);

  • Not accepting requests of money, gifts or services from a public official to perform or otherwise an activity which is part of or facilitated by their role (passive corruption).

 

3.4 RELATIONS WITH SUPPLIERS

In accordance with current law, procurement is based on finding suppliers who possess the requisites which meet the needs of Villa Sandi, both in terms of the quality of the goods and/or services and respect of its ethical principles.

When choosing its suppliers, the Company applies the principles of objectivity, equal opportunities, loyalty, competence, competitiveness, transparency, fairness and impartiality and undertakes to source suppliers and external associates who are professional and share the principles and content of this Code.

More specifically, recipients involved in the purchasing process must:

  • Not impede any individual in possession of the necessary requisites from competing for the contract, using objective, documentable criteria when choosing from the short-listed candidates;
  • Ensure sufficient competition, inviting more than one company to submit a bid for the contract and motivating internally any exceptions;
  • Verify suppliers are professional, honourable and reliable;
  • Ban and prosecute corrupt practice, unlawful favours, collusive behaviour, solicitation of benefits, payment of tangible or intangible benefits or any other benefits aimed at influencing or compensating representatives of the institutions and/or Company employees.

Relations with suppliers are governed by common principles and are constantly monitored.

Relations must be as clear as possible when drawing up a contract with a supplier and any forms of dependence for either party must be avoided.

 

3.5 RELATIONS WITH CLIENTS

Villa Sandi’s business is to acquire orders for its products and this shall be done in accordance with correct economic principles, in a normal market context, in fair competition with competitors and in compliance with applicable laws.

All agreements and client communications must be:

  • Compliant with standards in force, without resorting to evasive or improper practices;
  • Complete, so as not to overlook any important element that could affect the client’s decision;
  • Transparent, to prevent misleading clients, and fully supported by the appropriate documentation.

Villa Sandi’s conduct towards its clients is always willing, respectful and courteous, in order to foster a cooperative and highly professional relationship.

 

3.6 SPONSORSHIPS, PARTNERSHIPS AND MARKETING

It is strictly prohibited for recipients (either directly or indirectly through third parties) to offer or receive from anyone gifts which exceed the normal standards of commercial practices or courtesy, which could be construed as being used to obtain preferential treatment in any dealings with the Company. If recipients receive offers and/or requests for gifts or benefits – except for free gifts for commercial use or of modest value – they must immediately inform their superior, namely their manager, who shall then decide what action to take.

 

3.7 RELATIONS WITH THE MASS MEDIA

Relations between the Company and the mass media in general, such as the press, TV and radio, as well as participation as speakers at conferences and webinars, shall be handled by the departments delegated to do so and in compliance with the Company’s communication policy. Recipients, therefore, must not give information to media representatives without the authorisation of the relevant department; information will be released by the departments authorised to do so and according to the Company’s internal procedures, to ensure all information and communications regarding the Company are always accurate, truthful, complete, transparent and properly released.

 

3.8 ACCOUNTING TRANSPARENCY

Villa Sandi complies with regulatory and statutory laws and Italian accounting standards in the keeping of its accounting records and the preparing of its financial statements, as well as any type of administrative, fiscal or financial documentation required by current law. In particular, it complies with the principle of accounting transparency, which is based on the truth, accuracy and completeness of the basic information when recording every significant transaction. Every member of the Company’s governing bodies is required to cooperate, within the scope of their functions and duties, to ensure transactions are correctly recordered and promptly in the Company’s accounting records. It is strictly prohibited for any recipients to engage in conduct that could undermine the transparency and traceability of the information in the accounting records and financial statements. All operations and transactions carried out by Villa Sandi must be duly authorised by the relevant governing body and properly recorded to ensure that the decision-making process can be verified afterwards. Without prejudice to the provisions of the Italian Civil Code, tax legislation and other national and international regulations, no financial transaction may be carried out without the appropriate supporting documentation. Villa Sandi is a taxpayer and, as such, must fulfil all its fiscal and tax-related obligations imposed by current regulations properly and promptly.

 

 

               

  1. IMPLEMENTATION AND MONITORING OF THE CODE OF ETHICS

 

4.1 INTERNAL CONTROL AND REPORTING VIOLATIONS

It is the responsibility of the Head of Human Resources to verify that this Code of Ethics is followed by all recipients and that it is regularly updated in accordance with current regulations. Any violation of this Code of Ethics by recipients shall be immediately reported to the Head of Human Resources at the email address internalauditing@villasandi.it. All members of staff are strongly encouraged to report in good faith any violations they may perceive of the Code of Ethics. Anyone reporting a breach in good faith will be protected against any form of retaliation, discrimination and penalisation and their identity shall remain confidential, except in the case of legal obligations and to protect the rights of the Company and anyone who has been accused either wrongly or in bad faith. When a violation is reported, the Head of Human Resources shall investigate the claim in conjunction with the relevant departments if necessary.

 

4.2 SANCTIONS

Any violations of the requirements of this Code of Ethics damage the relationship of trust built up with the Company and, according to their gravity, can lead to disciplinary sanctions, civil and/or criminal legal proceedings in accordance with current law and the termination of the employment or commercial agreement.

Compliance with the Code of Ethics by third parties (suppliers and consultants in particular) is in addition to their obligation to act with diligence and good faith when negotiating or executing contracts with the Company. Failure to abide by the requirements of this Code of Ethics, either in whole or in part, will lead to Villa Sandi taking the following action:

  • It will take all measures necessary to safeguard the principles of the Code of Ethics, including temporarily suspending supply /relations, without it constituting a contractual violation on its part;
  • It will, at the same time, give the supplier written notification, illustrating the reasons why it has decided to temporarily suspend supply of goods;
  • If necessary, it will terminate business relations with the supplier who violated the Code.

The Company also reserves the right to suspend shipping of its products and contractual relations with clients who clearly act in conflict with the Company’s values and the principles of the Code.

 

4.3 FINAL PRINCIPLES

This Code of Ethics does not constitute, in any way, a condition or guarantee of work.

Working relationships are governed by general and sectorial laws and may be terminated in accordance with their provisions.

This Code of Ethics is an integral part of the Company’s rules and regulations and applies to all its present and future employees who are asked to formally read and accept it.