1.1 MISSION AND VALUES OF VILLA SANDI SPA
2.1 THE IMPORTANCE OF HUMAN RESOURCES
3.1 ENVIRONMENTAL PROTECTION AND ENHANCEMENT OF THE TERRITORY
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
4.1 INTERNAL CONTROL AND REPORTING VIOLATIONS
4.2 SANCTIONS
4.3 FINAL PRINCIPLES
"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:
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:
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.
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:
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:
2.4 CONDUCT IN THE PERFORMANCE OF DUTIES
All employees must base their conduct on the following principles:
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.
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:
Everyone must report the presence or occurrence of any form of real or potential conflict of interest to the supervisory body.
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
-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;
-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;
-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:
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);
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:
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:
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.
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:
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.