Foreword

The Sannio Consorzio Tutela Vini, established and recognized under Art. 41, paragraph 1 and paragraph 4 of Law No. 238 of 2016, hereafter simply “Consortium,” carries out on behalf of the Ministry of Agriculture, Food and Forestry, the activity of protection, promotion, enhancement, supervision, consumer information and general care of the interests related to the DO Sannio, Falanghina del Sannio, Aglianico del Taburno and Benevento or Beneventano IGP.

The Code of Ethics was drafted taking into account the specific characteristics of the Consortium and adopted by the General Assembly at its meeting on January 21, 2023.

Target audience

The Code of Ethics is binding and applies, insofar as it is directly or indirectly inherent to the Consortium, to directors and members of other corporate bodies, managers and employees of the Consortium, as well as external collaborators and consultants who act in the name of and/or on behalf of the Consortium, Shareholders, suppliers and anyone else who deals with activities or has relations with the Consortium.

Scope of the Code of Ethics

The “Code of Ethics” adopted by the SANNIO Consortium for the Protection of Wines constitutes a kind of “Charter of Values” to which consortium policy is to be guided. The adoption and concrete observance of the requirements contained in the Code of Ethics represent the Consortium’s means of upholding its values.

The purpose of the Code of Ethics is to create a climate of values within the Consortium such that employees and co-interested parties behave lawfully and transparently.

All Recipients (natural persons and legal entities, in the person of their legal representative), in order to initiate or maintain relations with the Consortium are obliged to sign a copy of the Code and are responsible, to the extent of their competence, for the correct application of the principles and obligations provided therein.

The Code of Ethics will be binding on all stakeholders, internal and external to the Consortium.

Suppliers, who do not have a Code of Ethics, must expressly accept the requirements of the Consortium’s Code of Ethics prior to the awarding of the contract.

All contracts with suppliers and collaborators of the Consortium must contain an express termination clause in case of non-compliance with the Code of Ethics.

Therefore, if at the outcome of the investigation carried out by the Administrative Body a violation by suppliers and collaborators of the Code of Ethics emerges, this must be immediately challenged to them with the consequent right by the Consortium to activate the procedure of termination of the contract for non-fulfillment.

Any decision regarding amendments and/or additions to the provisions of the Code must be deliberated by the Board of Directors, which will be responsible for submitting it for ratification at the first useful Shareholders’ Meeting, and then notified to all parties involved.

General Principles

The Consortium has as an unwaivable principle compliance with the laws and regulations in force in all the countries in which it operates; no objective of the Entity may be pursued or achieved in violation of the laws.

It is therefore an absolute duty for every Consortium employee to commit himself or herself to scrupulous and diligent compliance with the laws and regulations in force in Italy and in the foreign countries in which he or she operates.

Consequently, any activity involving a violation of legal regulations, which may result in any involvement of the Consortium, must be stopped immediately and reported to the corporate supervisory body.

The Consortium will not initiate or continue any relationship with anyone who does not intend to abide by this principle, and asks its consultants, suppliers, clients, and anyone who has or will have a relationship with the Consortium to commit to abide by this fundamental principle.

On the other hand, the Consortium undertakes to make its employees aware of the specific laws and the consequent behavior to be adopted in the case in question. Therefore, it invites them to approach the Consortium if there are any doubts about how to proceed.

Regardless of contingencies, the Consortium will provide an adequate and ongoing training and awareness program on present and future issues related to the “Code of Ethics.”

Every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent and congruous. For this reason, the Consortium has noted a series of procedures related to the business cycles judged to be “crime-risk” that must be complied with by all personnel, apical and non-apical, and that will be contained and updated in the organizational model of management and control pursuant to Leg. 231/2001.

In its relations with the Consortium and other Members, each Member must base its behavior on principles of loyalty and fairness, in the belief that healthy and fair competition improves the market and produces benefits for the entire protected supply chain.

Confidentiality

The Consortium ensures the confidentiality of the information in its possession and refrains from seeking confidential data, except in the case of explicit and conscious authorization, in full compliance with the regulations in force, from the parties concerned.

Conversely, employees and collaborators ensure the utmost confidentiality regarding news and information constituting consortium assets or inherent to the activity in compliance with the provisions of the law, current regulations and internal procedures.

Human Resources

The Consortium considers employees and collaborators to be the main and inescapable resource at its disposal for the achievement of consortium purposes. Because of this, the Consortium protects and promotes the value of human resources, not failing to enhance the experience and knowledge of each individual who happens to work with the facility.

Conflicts of interest

Employees and each collaborator are required to avoid situations in which conflicts of interest may arise and to refrain from taking personal advantage of business opportunities of which they may have become aware in the course of carrying out their activities.

Communication

The Consortium shall inform all recipients about the provisions and application of the Code of Ethics, recommending compliance. In particular it will provide:

• To the dissemination of the Code to recipients;
• To the interpretation and clarification of the provisions;
• To the verification of effective compliance;
• to updating the provisions with regard to the needs that arise from time to time.

The Consortium is committed to ensuring courtesy, attention and correct, clear and complete information in all forms of communication with the outside world.

The orientation and will of the Consortium with respect to specific events pertaining to its field of activity are expressed through official communiqués. The functions authorized to give interviews and appear in the media of any kind are the Presidency, Management, or other person from time to time expressly authorized.

Sanctions

All the provisions of this Code (and thus also those that follow) are an integral part of the contractual obligations undertaken by the Consortium’s staff and those with business relations with it.

Violation of the rules of the Code may therefore constitute breach of contractual obligations, with all legal consequences, including termination of the contract or assignment and possible compensation for damages.

Ethics in dealing with third parties

Anyone acting in the name of and/or on behalf of the Consortium must maintain, regardless of the public or private nature of their interlocutor, conduct in accordance with the canons of legality, fairness, verifiability and transparency.

It is forbidden to give or promise benefits in any form, even if the conduct is carried out in the interest of the Entity, with the sole exception of gifts of modest value falling within custom.

Relations with public employees must comply with the canons, principles and provisions dictated by the Prime Minister’s Decree of November 28, 2000 (Code of Conduct for Public Administration Employees).

Employees and collaborators of the Consortium who receive gifts of any kind from interlocutors, public or private, are required to inform the Board of Directors, if the amount of the gifts or gratuities exceeds a modest value, considering custom and usage.

Establishing personal relationships with public employees aimed at acquiring undue favors is prohibited.

Any funding to political parties in Italy and abroad shall be made by the Consortium in full compliance with the Articles of Association and current regulations.

Anyone acting in the name of and/or on behalf of the Consortium must refrain from engaging in conduct that may directly or indirectly constitute forms of pressure on political or union figures.

Sponsorship activities towards sports, artistic and cultural organizations and/or events must be carried out with the utmost transparency, such as to exclude any conflict of corporate or personal interest.

Anyone acting in the name and on behalf of the Consortium must behave in such a way as to ensure transparency, fairness and diligence of action not only in the performance of the assignment but also in the conduct of negotiations.

The Consortium resorts to litigation after making amicable attempts to settle the conflicting interests and then only as a last resort.

With regard to relations with its suppliers, the Consortium will make choices aimed at obtaining the maximum competitive advantage taking into account the quality/price ratio of the services offered, avoiding any discriminatory attitude.

Relations with suppliers must always be governed by appropriate contracts. The Consortium will not consider reliable suppliers and subcontractors who use personnel who are not in compliance with social security, tax and insurance regulations. For this reason, the Consortium will require suppliers who do not have an independent Code of Ethics to have their Code signed by those subcontractors the supplier uses in the performance of the supply as well.

Ethics in employee relations

Each member of the Consortium is required to comply with all industry collective bargaining regulations and social security, tax and insurance regulations.

All workers will be hired under regular contracts in the manner prescribed by current industry regulations and collective bargaining.

The manner of selecting and hiring personnel and their placement within the corporate structure must be such as to avoid any form of discrimination or any favoritism or nepotism.

The Consortium will also foster the improvement of the professionalism of its employees, including through practical and theoretical training initiatives.

In addition, the Consortium will put in place all necessary or even simply useful measures aimed at ensuring working con ditions that respect the physical and even moral integrity of its employees. This is in order to create a safety culture aimed at raising staff awareness of the effectiveness of risks, and thus the need for the concrete and continuous use of accident prevention measures.

The Consortium will not fail to discipline those behaviors deemed irresponsible in relation to the health and safety of workers.

All information concerning workers must be handled with measures to preserve its confidentiality and integrity.

Ethics towards the environment

The Consortium has set the following goals:

• Prioritize, whenever possible, the recycling of inert waste over landfilling;
• To stimulate the market and spread the culture of using recycled material to replace natural material;
• Systematically detect the impacts of activities carried out, understand their negative effects, identify their causes and remove them;
• Promote among Collaborators and all people working for or on behalf of the Consortium a sense of responsibility towards the environment through training and information activities;
• Make themselves available to organize as part of locally promoted environmental initiatives and projects in order to promote the economic, social and environmental enhancement and sustainability of the area in which the Consortium operates;
• To refrain from initiatives that may disturb the balance and protection of the environment.
• Apply a sustainable cultivation system that is locally appropriate, cost-effective and environmentally friendly.
• Measure and monitor all energy consumption for proper energy management.
• Preserve the natural balance and landscape as much as possible.
• Reduce additives and adjuvants to achieve a natural balance to produce good, healthy wines.
• Use of good and proper agricultural practices.