CODE OF ETHICS

Introductory remarks

In drafting this policy (hereafter BI Code), Cleca wishes to define the key guidelines for behaviour, in compliance with the SMETA (Sedex Members Ethical Trade Audit) code and Food Defense.

Because of the role Cleca plays in the market, and the nature and social character of its activities, all those working in the Company are called upon to behave according to principles of loyalty, seriousness, honesty, competence, and transparency as well as to abide by laws, market rules, principles of fair competition, and the legitimate interests and expectations of customers, suppliers, and any person coming into contact with company operations. Cleca also commits to analysing potential hazards, with the aim to prevent intentional contamination and/or counterfeiting of food products.

For a correct development of relations within the Company and with the external environment, all employees - to whom this BI Code is addressed - must maintain and put at the disposal of the Company their cultural, technical, operational, and ethic knowledge, to achieve the aims indicated, each one according to his/her functions and responsibilities and in compliance with the functions and responsibilities of others.

To ensure such complex relationships, the company promotes the ethics of behaviours in all its activities. The fundamental criterion for harmonising each action is the correctness in internal and external relations.

The Company believes that ethics in business fosters entrepreneurial activities, disseminating concepts such as transparency, correctness, and reliability, and preventing possible intentional actions against the safeguard of food products. For this reason, the Company not only wishes, but requires, that relations with external players be based on compliance with the laws, regulations, and any other provisions of this BI Code.

The representative for the management of the code of ethics

To promote compliance with the values contained in the Business Integrity Policy, the CEO appoints a representative for the management of the code of ethics for each plant. In compliance with the guidelines, this person will make all employees aware of the contents of the BI Code and related staff training, including disclosure to new hires and stakeholders.

The Representatives for the management of the Code of Ethics check the adequacy of this Code annually – during the Review made by the Management. Possible revisions may be needed, due to regulatory adjustments or the experience acquired in the implementation of the code and following up to contributions given by the workers and/or third parties.

Ethical principles

Cleca works in full compliance with the rules and laws in force, in conformity with the principles enshrined in this BI Code and the procedures envisaged.

Transparency, correctness, professional commitment, and moral rigour are the inspiring values for the Company, to compete fairly on the market, improve its’ customers’ satisfaction, increase the value for its partners and develop the skills and professionalism of its human resources. Believing that the company may benefit from one action is no justification for behaving against such principles.
 

All actions, operations, and transactions referable to the Company must be undertaken and pursued in full compliance with the lawfulness, impartiality, and the principles of fair competition; they must be managed with the utmost correctness, completeness, and transparency of information, they must be backed by documental evidence and be available for checks.

The relations with the Authorities must be based on the maximum transparency and collaboration, in full compliance with their institutional functions.

Cleca employees, to whom this BI Code is addressed, are therefore obliged to know its contents and refrain from behaving against its provisions.

Fundamental principles of this BI Code are:

• Compliance with laws and regulations;
• Honesty and prevention of corruption;
• Impartiality;
• Correctness in case of potential conflicts of interest;
• Confidentiality;
• Transparency and completeness of information;
• Fair competition;
• Quality of the services and products offered;
• Diligence in the fulfilment of functions;
• Relations with third parties;
• Protection of people:
• Liberty;
• Hygiene and safety;
• Wage and working hours;
• Child labour;
• Compulsory labour;
• Value of human resources;
• Compliance with the physical and cultural integrity of individuals;
• Environmental protection.

The correctness and ethics criteria mentioned above apply particularly to:

• The general management of business;
• Human resources and the employment policy;
• Treatment of information;
• Information on management facts and accounting data;
• Conflict of interest;
• Relations with public authorities and institutions and other subjects representing collective interests;
• Relations with customers and suppliers;
• Relations with political and trade union organizations;
• Transparency in bookkeeping.

Below are Cleca commitments for each section of the Code.

1. Staff 

Cleca avoids any form of discrimination of its collaborators.

Within the processes for staff management, decisions are made according to the correspondence between the profiles expected and those of collaborators, and/or considerations of merit, and – compatibly with the general efficiency of work – the company favours flexibility in organizing the work to be done, with the aim to facilitate the management of maternity leave.

Cleca puts at the disposal of all workers proper informative and training tools, with the aim to valorise specific skills and preserve the professional value of staff.

We ensure that workers are actively involved at every stage of their work, also organizing debates in which the staff participates, with functional discussions for the fulfilment of company objectives. To this aim, the company has created a “box of ideas” in which each worker can describe his/her own proposal and list the benefits for the company. Every year, all ideas received are examined by the Management, then divided in “attainable” and “not taken over”. One of these ideas – chosen by lots – shall be awarded with consumer goods.

2. Safety and health

Cleca commits to spread and consolidate the culture of safety, by raising awareness of the risks, promoting responsible behaviours by all workers; it also acts to preserve, most of all with preventive actions, the health and safety of workers.

3. Protection of people

Cleca commits to protect the moral integrity of its collaborators, by promoting the principle of non- discrimination and opposing any lack of respect. Cleca recognizes the right to working conditions that ensure the dignity of people. Therefore, it protects workers from psychological violence and opposes any attitude or behaviour that discriminates or harms a person, his/her beliefs, or preferences.

No form of sexual harassment is allowed, behaviours or statements that may disturb a person’s sensitivity are to be avoided.

A worker who believes he/she has been harassed or discriminated due to age, gender, sexual orientation, health conditions, nationality, political opinion, religious beliefs, etc. may report what has occurred to the Staff Manager, the Representative of Workers for rule SA8000, the General Management and/or the SGS entity.

Every working activity performed c/o Cleca is governed by contractual relations regulated by the Italian laws. The wages paid to workers are in line with, or higher than the minimum wages determined by law, according to the contract implemented.

4. Conflict of interest

Cleca employees are bound to avoid any situation and refrain from any activity that may juxtapose a personal interest to the so-called Social corporate interest, or that may interfere and hinder the ability to make impartial and objective decisions in the interests of the Company.

Therefore, such subjects must avoid exploiting their position, and must rule out any possibility to superpose or intersect economic activities in which there may be a personal and/or family interest with the functions carried out and/or assigned by the Company.

5. Relations with public authorities and institutions and other subjects representing collective interests

The Recipients of this BI Code who – on behalf of Cleca - have relations with state and governmental authorities, with public institutions as well as other subjects representing collective interests, must act in constant and rigorous compliance with the rules in force, and their activities must be based on the general principles of correctness and transparency.

6. Relations with customers and suppliers

The Recipients of this BI Code must abide by its rules even in their external relations and inform third parties on commitments and obligations envisaged by the BI Code, in addition to requiring compliance with the obligations that concern their activities directly.

Information provided externally must be truthful and transparent.

A correct and transparent relationship with customers and suppliers is a fundamental aspect of the company’s success and must be pursued through the offer of high-quality products and services, as well as competitive market conditions in compliance with the rules of fair competition.

In business relations with customers and suppliers, donations, benefits, performances of any other kind are prohibited, both direct and indirect, presents, acts of courtesy and hospitality, except for those whose nature and value does not jeopardise the prestige of the company and cannot be interpreted as aimed to obtain a favourable treatment, if not determined by the market rules.

Cleca thus refuses corruption-related activities and considers them illicit. It promotes prevention of corruption mechanisms.

7. Prevention of money laundering

The Company carries out activities in full compliance with the anti-money-laundering rules in force and with the provisions issued by competent authorities. To this aim, it commits to refuse to carry out suspect operations – not correct or transparent enough.

The Company is therefore bound to:

• Carry out prior checks, where necessary, of information available on commercial counterparts, suppliers, partners, and advisors, to ascertain their respectability and the legitimacy of their business, before establishing trade relations with them;
• To act in such a way as to avoid any implication in operations that may – even potentially – foster money-laundering that may result from illicit or criminal activities, acting in compliance with the primary and secondary anti-money-laundering regulations and internal control procedures.
• Favour and privilege, as much as possible, the use of tracked or traceable payment systems, improving transparency of national, EU, and international operations and transactions.

8. Relations with political and trade union organizations

Cleca does not favour or discriminate, directly or indirectly, any political or trade union organization.

The Company refrains from giving any contribution, direct or indirect, of any form, to political parties, movements, committees, trade union organizations, to their representatives and candidates, other than the contributions reported in the specific legal provisions and in compliance with the forms, manners, and contents there envisaged. Cleca favours open relations with trade unions, where, within the rules in force, there may be opportunities to improve collaboration and have workers participate with greater awareness in the achievement of company objectives.

9. Management facts and accounting data, transparency of bookkeeping

Completeness and clarity of accounting data, reports and balance sheets are fundamental values in the relations with the owners, third parties having contacts with the Company, as well as monitoring authorities (where involved).

Bookkeeping is based rigorously on general principles of truth, accuracy, completeness, and transparency of data registered.

Employees and collaborators are bound to refrain from any act, or failure to act, which breaches directly or indirectly the principles contained in the previous paragraph, or the internal procedures related to the drafting of accounting documents and their representation outside the company.

The Company commits to ensure the maximum correctness and transparency in the management of operations with related parties, in conformity with the provisions issued by the Authority in this respect.

The Company favours participation in initiatives for the training and refreshing of staff, with the aim to inform and update the recipients on rules and procedures for drafting and managing bookkeeping documents.

The Company Balance Sheets meet the general rule of truthfully and correctly represent its patrimonial, economic, and financial situation, in compliance with the general and special rules in force.

The evaluation criteria refer to the civil code regulations and generally accepted standards.

10. Privacy protection

The Company caters for the implementation and constant updating of specific procedures aimed to protect information.

Cleca commits to protect the confidentiality of all information, whatever their nature or reference, it may obtain while carrying out entrepreneurial activities. It shall avoid any improper use or illicit dissemination of such information.

The Company periodically monitors risks and threats related to the treatment of personal data acquired, the possible impact on security, as well as technical organizational measures for checking and tackling any risk identified.

The Company commits to protect personal data obtained, stored, and treated within the framework of its activities, also through training activities for people in charge of treatment of data, on the methods to use, consult, store, and destroy such data.

Cleca checks every six months the correct implementation of the system for periodical change of password, in conformity with the current legislation on privacy and data protection.

11. Training

The principles mentioned in this BI Code are topics of training within the company.

Training is documented properly, according to a specific procedure.

Food Defence

In order to safeguard its products, customers and final consumers, Cleca Spa defined the composition of the Food Defence Team. The Food Defense Team Leader is the Information Systems Director (ISD) supported by the key figures of the three different plants (QAM, PROD, MAIN).

All the members of the team are also responsible for what defined in the PRQ 20 regarding the managing of access of external staff to the company.

QAM and ISD are responsible for the correct disclosure of information on behalf of the internal personnel. In particular the following disclosure limits are defined based on the interlocutor:

• official control bodies (ASL/ATS, NAS, Ministerial Managers, NAF, etc…): access to all company documentation.
• Certification inspectors (system certifications): access to system documentation, data relating products of both private and non-private labels, excluding sales prices.
• Third-parties inspectors (inspection of behalf of a client): access to system documentation and data on productions exclusively for the related brand, excluding sales prices.
• Inspection by a client (Quality Manager, etc…): access to system documentation and data on productions exclusively for the related brand.

QAM and ISD, properly trained on the subject, have developed the hazard analysis and risk assessment for deliberate acts aimed to undermine the safeguard of food products, as indicated in the Attachment H of the Quality Manual. Such analysis has subsequently been implemented by the Team in conjunction with the issue of the managing procedure of access to the company (PRQ 20).

The Food Defence managers annually verify, during the management review, the adequacy of the Attachment H. Changes may be necessary for the review of applicable standards, for any occurred situation (incident that threatens the safety of a certain product), for the addition of a new risk or for significant news events.