Code of conduct

1. INTRODUCTION

1.1. FOREWORD

This Code of Conduct pursuant to Decree 231 (hereinafter the Code of Conduct or even Code) was drawn up in line with the provisions set forth in the Code of Ethics of the KERING Group and in its implementation policy.

In compliance with values and the principles of legality, integrity, loyalty and transparency that characterise the way the KERING group manages its business, the Code identifies the behavioural rules that must inspire and characterise the activities performed by Richard Ginori S.r.l. (hereinafter the Company and/or Richard Ginori) and it must also inspire the conduct of all Addressees of the Code (see section 1.3.).

The Code also constitutes the first element of the foundations of the organisational Model adopted by the Company pursuant to the provisions set forth in Legislative Decree No. 231/2001, issued by the Italian legal system on June 8th, 2001 and that governs the administrative liability of legal entities, companies and associations, with or without legal status of which it is both the founding element and an essential part. Breach of the principles and rules it contains may therefore have serious consequences and relative provisions adopted by the Company pursuant also to the regulations indicated above.

1.2. STRUCTURE

The Code of Conduct consists of three parts:

Ethical Principles and Values The former constitute the ethical principles the Kering Group follows and which must inspire the Companys relationships with stakeholders and the communities in which it does its business. The latter constitute the benchmarks that the Group has specifically identified in order to guide the daily activities of its Collaborators.
Behavioural rules These are the conduct criteria for each class of stakeholders, defining the guidelines and standards that the Addressees (See section 1.3) must observe in order to respect the ethical principles and prevent the risk of unethical behaviour.
Implementation standards Describe the operational procedures for the diffusion of the Code of Conduct and the management of breaches in order to oversee the application of and compliance with the same.

1.3. ADDRESSEES

The general principles and the behavioural rules described in this Code must be observed by all Company Collaborators and therefore by all those who, in any capacity and regardless of their type of contractual relationship, contribute to achieving the aims and purposes of the company: members of company organs, employees and insourced resources or those with other types of individual contract, including employees of other companies of the Group which are seconded to the Company

RICHARD GINORI undertakes to impose the principles of this Code also on those subjects (subsidiary or associate companies, partners, clients, suppliers, professionals and external subjects) with which it comes into contact in connection with the pursuit of its aims.

2. ETHICAL PRINCIPLES AND VALUES

RICHARD GINORI recognises the Ethical Principles and complies with the values of the Group set forth in the Code of Ethics of the Kering Group - to which reference should be made that reflect the international reference standards and that can be summarised as follows:

Compliance with laws and regulations
Integrity, loyalty and transparency in dealings with third parties

Compliance with human rights, and the right to equality and non-discrimination
Protection of privacy and confidentiality of business
Loyalty and absence of conflict of interests
Sustainable development
Respect for the natural environment
Safety, protection of health and working conditions

3. BEHAVIOURAL RULES

RICHARD GINORI has defined a series of Behavioural Rules intended to indicate the type of behaviour to be adopted when performing business activities, in order to comply with the contents of the Ethical Principles.

The Behavioural Rules are structured either as a function of the subjects with which they are entered into the relationship, as well as in terms of specific objects, and are divided into the following chapters:

3.1. BEHAVIOURAL RULES CONCERNING EMPLOYEES

The activities of recruitment, hiring, positioning, training, payment and professional growth, relate to exclusively objective considerations of the professional and personal characteristics needed to perform work and of the abilities demonstrated in performing the same.

More specifically, it is necessary to exclude any type of direct or indirect discrimination, according to:

Race, ethnic origin, religion, origin, personal convictions, handicap, age and sexual preferences;
Sex
Inquiries concerning political or trade union opinions or on matters that are not relevant to the evaluation of the workers abilities;
Pregnancy.

Within the limits of the available information, RICHARD GINORI adopts appropriate measures in order to avoid favouritism, nepotism are other forms of patronage and cronyism in the recruitment and hiring phases. More specifically, in the recruitment, management and assessment of staff, any type of favouritism and, in general, any undue advantage or benefit must be avoided as activities that are against the law and this Code.

The information requested during the recruitment phase must be closely related to the verification of aspects required by the professional and attitudinal profile of the job, with respect to the candidates private life and opinions.

In compliance with the principles of equality and non-discrimination, RICHARD GINORI provides all its Employees with educational and training instruments with the aim of promoting and improving the skills of its employees.

RICHARD GINORI operates in compliance with all applicable laws and regulations regarding the management of the employment relationship (e.g. regarding social security contributions, residence permits and age).

3.2. BEHAVIOURAL RULES CONCERNING RELATIONSHIPS WITH SUPPLIERS

3.2.1. Selection Criteria

The Supplier selection process takes place according to principles of integrity, transparency, affordability, quality and lawfulness, on the basis of pre-set objective criteria taking into account technical economic and patrimonial reliability of the same.

More specifically, on the basis of public and/or available information, RICHARD GINORI undertakes to conduct appropriate assessments aimed at:

Not entertaining relationships with subjects involved in illegal activities and, in any case, with subjects without the necessary requisites of commercial integrity and reliability;
Not establishing financial and trading relations with subjects that, directly or indirectly hinder human development and contribute to breaching fundamental human rights, laws or International Conventions on the protection of labour rights and, in general, all the principles envisaged by the Code of Ethics of the Kering Group;
Working with Suppliers that adopt adequate quality, safety and environmental standards.

The suppliers compliance with this Code, and with applicable regulations, also regarding the management of relations with the Public Administration, is an essential condition for the establishment and continuation of the working relationship.

3.2.2. Lawfulness and Integrity in Business Relationships

Relations with Suppliers must always be inspired by compliance with the principles of integrity, transparency, affordability, quality and legality.

Suppliers must be informed that RICHARD GINORI has adopted this Code and the Groups Code of Ethics, the knowledge of which and compliance with which constitute an explicit contractual obligation.

The sums to be paid to Suppliers must be proportionate to the Service indicated in the contract and payments may not be made to subjects other than the contractual party or to another country other than that of the contracting parties.

The competent subject must verify that services have effectively been rendered and that payments been duly made in compliance with the principles expressed in this Code and internal corporate procedures.

3.2.3. Donations and other Valuables

It is permitted to offer corporate courtesies, such as free gifts or forms of hospitality, provided they have been previously duly authorised, if and when they are of a modest value and such as to not be interpreted by an impartial observer as being intended to obtain any economic or other advantage contrary to mandatory legal provisions, official duty, regulations and the principles set forth in this Code. In any case, such donations must always be made in compliance with Company procedures and the Code of Ethics of the Kering group, including its implementation policy (Gift, Hospitality, Entertainment and travel Procedure and Donation and Sponsorship procedure), and adequately recorded.

It is not permitted to offer, directly or indirectly, gifts and benefits (money, objects, services, favours, or other assets) that are not directly associable with normal courtesy relationships, to third parties, private individuals or representatives of the Public Administration and, in any case with a view to or in order to:

Generate conduct that is illegal or in breach of laws, regulations, official duties and the principles set forth in this Code;
Encourage or obtain confidential information that may compromise the integrity or reputation of both parties;
Abuse its position or powers in order to persuade or force someone to and unduly promise money or other assets to oneself or others.

Moreover, Collaborators must avoid receiving, either directly or indirectly (e.g. through members of their family, friends and acquaintances):

Money or other assets or benefits from any party, other than RICHARD GINORI, for the performance of actions pertaining to official duties or in conflict with official duties;
Gifts, donations, hospitality or other advantages, unless the value of the same does not exceed the limits that can be ascribed to normal courtesy relations and of a modest value, that are usual to the occasion.

Any Collaborator, who receives gifts and valuables other than symbolic ones, must immediately inform his/her immediate superior, who shall take the necessary action in compliance with the Organisational Model adopted by the Company.

In their dealings with Suppliers, Collaborators must also refrain from agreeing to or promising advantages of any kind (e.g. cash payments, rendering of services, assignment of consultancies, etc.) that cannot be adequately justified within the context of the contractual relationship established and the type of service rendered, or in market practices or that have been recognised as breaching Company procedure, in order to unduly favour the interests of RICHARD GINORI .

3.3 BEHAVIOURAL RULES CONCERNING DEALINGS WITH THE PUBLIC ADMINISTRATION AND SUPERVISORY AUTHORITIES

3.3.1 Legality, Integrity and Transparency in Dealings with the Public Administration

In its relationship with the Public Administration and with the Supervisory Authorities, RICHARD GINORI adapts its conduct to the principles of legality, integrity and transparency and full cooperation.

For this purpose, and with reference to the behavioural rules indicated below, the following definitions can be applied, as non-limiting examples:

Public Administration, the State and all its agencies, the judicial authorities, financial administration, public authorities, private bodies contracted to provide public services, inspection and control bodies, public officials and all those appointed to public service both within Italy and abroad;
Supervising Authorities, market guarantee and monopolies authorities and the Italian privacy authority.

Dealings with the Public Administration and the Supervising Authorities may only be undertaken by previously authorised subjects, pursuant to the provisions set forth in company procedure and in line with the respective assignments.

Collaborators appointed to the task must make sure that any contact undertaken with the Public Administration and Supervising Authorities is adequately traced.

In any dealings with such subjects, for no reason may any behaviour aimed at illegitimately influencing, by any means, the decisions of public officials and those appointed to public service in Italy and abroad in order to obtain for the Company and undue and unlawful profit or advantage be permitted. These types of behaviour areconsidered acts of corruption by anyone who performs them.

RICHARD GINORI condemns any behaviour, by any individual, consisting in

Promising/offering cash or any other valuable (for example, job and/or trading opportunities, gifts or hospitality) directly or indirectly that may constitute an advantage for public officials or those appointed to public service in Italy or abroad or their relations or family unless of a modest entity and within the corporate authorisation procedure and in compliance with this Code;
Provide and/or present incomplete or untruthful information/documentation or fail to present required information in order to improperly influence the decisions of Public Administration;
Perform any other indeed aimed at encouraging Public Officials or those appointed to public service, in Italy or abroad, to do or to fail to do something in breach of local laws.

3.3.2 Gifts and other Valuables

Gifts or other acts of courtesy and hospitality towards representatives of the Public Administration must always be considered prohibited if they constitute breaches of local laws and regulations and are only permitted to the extent in which they do not exceed normal trading or courtesy practices and provided their modest value does not compromise the integrity, independence or reputation of any of the parties.

In any case, this type of activity must be adequately authorised and documented.

RICHARD GINORI stresses that any Collaborators who directly or indirectly receive requests for compensation or other valuables from representatives of Public Administration must not satisfy such requests and must immediately inform their immediate superior and the Supervisory Board, so that adequate action may be taken.

3.3.3 Partnerships and Business Relations

It is permitted to have or undertake business relationships with former civil servants or their family and friends, only if such relationships are not intended to unlawfully influence the decisions of public officials in order to obtain any undue or unlawful profit or advantage for RICHARD GINORI.

It is therefore prohibited to entertain, before at least one year has passed, relationships with former civil servant with whom RICHARD GINORI has had or still has dealings (for example, for the issuance of permits or for inspections and controls).

These business dealings must also be promptly brought to the attention of the Supervisory Board.

3.3.4 Conflict of Interest

RICHARD GINORI may not be represented in dealings with the Public Administration by subjects who may have any conflict-of- interest.

Therefore, all Collaborators are under obligation to inform their immediate superiors and the relevant bodies, of the existence of any conflict of interest with the Public Administrations and to refrain from performing or taking part in actions that could be to the detriment of RICHARD GINORI or to third parties or compromise their image. Conflicts of interest must be managed in compliance with the Group Policy Employee Conflict of Interest Procedure.

3.3.5 Participation in Judicial Proceedings

In the event of participation in judicial proceedings, RICHARD GINORI undertakes to adopt behaviour that is correct and in compliance with laws, the rules set forth in this Code and the rules contained in the Companys organisation Model.

More specifically, during judicial proceedings to which RICHARD GINORI is party, Collaborators or Third parties acting on the name and on behalf of RICHARD GINORI are forbidden to promise/offer a Public Official or Person appointed to public service in Italy or abroad, appointed to perform a judicial task (for example, magistrates, court clerks, witnesses, expert witnesses, or other officials), for him/her or for a third party, cash or other valuables in order to unjustly favour the company.

In the proceedings in which the counterparty is the Public Administration, it is also prohibited to adopt any conduct that, with deceit or trickery, deceives the State/other public body in order to obtain an undue advantage forRICHARD GINORI .

Moreover, it is prohibited to apply any kind of pressure on any individual, be they Company Collaborator or a Third-party, who is called to make statements that can be used in a criminal proceeding, before the judicial authorities.

More specifically, it is forbidden:

To encourage anyone, by means of finance or threats or by office or promises of money or other valuables to not make statements or to make untruthful statements before the judicial authority, in order to favour the interests of RICHARD GINORI or to otherwise obtain an advantage for the same;
To accept cash or other valuables in order to make untruthful statements or not to make statements to the Judicial Authority;
To act in such a way as to influence in any way the behaviour of subjects called to make statements before the Judicial Authority.

3.3.6 nspections and Controls

In the event of checks and inspections by the competent public authorities, Collaborators or Third parties appointed by the Company, assigned to submit documents, must act in good faith and in a correct and fully transparent manner. They must also maintain complete availability and cooperation in their dealings with inspection and control bodies.

It is prohibited to in any way hinder the functions of public supervisory bodies those that come into contact with RICHARD GINORI through their institutional functions.

3.4 BEHAVIOURAL RULES IN RELATIONS WITH OTHER SUBJECTS

3.4.1 Relations with Shareholders and Auditing Firms

The disclosure and dissemination outside the Company of information concerning RICHARD GINORI may only be performed by subjects who are formally authorised to do so.

More specifically, collaborators are under obligation to provide absolute cooperation in the case of requests for information made by the shareholders and the auditing firm, by providing complete, accurate and truthful information in compliance with the principles of transparency correctness, completeness and promptness.

It is prohibited to delay or hinder control and verification activities by the above subjects using any means.

3.4.2 Political and Trade Union Organisations

Relations with the political and trade union organisations may only be undertaken by the corporate functions authorised to establish and manage such relationships on the basis of the corporate tasks assigned and the provisions made by Service orders and applicable procedures.

3.4.3 The Media

Information concerning RICHARD GINORI and that is intended for the mass media may only be disclosed by corporate functions assigned to perform this task, in compliance with applicable procedures. Consultants, Suppliers and other Addressees of this Code, unless otherwise explicitly authorised in writing, may not make known or disclose their relationship or cooperation with RICHARD GINORI. Should they be asked to provide information or grant interviews, they must inform the competent function and obtain specific prior authorisation.

In any case, the disclosure outside of the Company of data or information, must be truthful, transparent and such as to effectively reflect the image and strategies adopted by RICHARD GINORI.

In any case, the Company forbids any type of communication that may result in a concrete risk of spreading advertising, inciting or instigating which is based on the denial and/or the severe minimization and/or apologia of the Shoah or of crimes of genocide, crimes against humanity and war crimes.

3.4.4 Sponsorship and Donations

RICHARD GINORI may provide donations and sponsorship in order to support initiatives put forward by public and private entities and non-profit associations that have been validly established pursuant to law and that promote the Ethical Principles of RICHARD GINORI, in compliance with the Donation and Sponsorship procedure.

Sponsorship and donations may concern events and initiatives of a social, cultural, sporting and artistic nature; they may also be destined for the performance of studies, research, conventions and seminars concerning matters of interest to RICHARD GINORI. Where possible, RICHARD GINORI shall cooperate with the preparation of such events in order to guarantee quality levels.

When selecting the initiatives to support, RICHARD GINORI shall take great care to avoid any possible conflict of interest on a personal or corporate level, in compliance with the Group Policy Employee Conflict of Interest Procedure..

3.5 BEHAVIOURAL RULES CONCERNING CORPORATE MANAGEMENT

RICHARD GINORI condemns any behaviour aimed at altering the correctness and truthfulness of the data and information contained in financial statements, reports and any other corporate documentation required by law and addressed to the shareholders, public or the firm performing auditing.

All Collaborators called on to draw up the above documents are under obligation to check, with due diligence, the correctness of the data and information that will be used to compile the above documents.

RICHARD GINORI has a reliable administration and accounting system that correctly reflects Company management and adopts procedures that are suited to guaranteeing easy and immediate control concerning:

Compliance with national and international accounting principles;
Compliance with the principles of inherence and accrual of accounting transactions, thereby guaranteeing that each operation is correctly recorded, authorised, verifiable, legitimate, consistent and such as to allow the reconstruction of the criteria used and the reasons for the choices made when determining a financial statement item not automatically generated by the information system,
Compliance, by subjects appointed to perform particular functions, of the content competent to their proxies and/or powers of attorney.

Collaborators appointed to draw up the financial statement and company notices, must perform their work in compliance with the procedures basing their actions on principles of correctness and good faith. It is also necessary to avoid even potential conflicts of interests in the performance of the functions they are appointed to perform, in compliance with the Group Policy Employee Conflict of Interest Procedure..

3.6 BEHAVIOURAL RULES CONCERNING HEALTH AND SAFETY AND THE ENVIRONMENT

3.6.1 Health and Safety

RICHARD GINORI guarantees its Collaborators that they will be able to work in workplaces suited to protecting their health, safety and physical and moral integrity and in compliance applicable laws and regulations. For this reason, it promotes responsible and safe behaviour and adopts the safety measures required by technological evolution in order to guarantee a safe and wholesome workplace.

More specifically, RICHARD GINORI undertakes to:

Comply with applicable health and safety and environmental regulations;
Take any action suited to preventing and minimising risks for the personal health and safety of its Collaborators;
Attend to the constant adaptation to health and safety legislation;
Develop training and information programs addressing Collaborators in order to promote their responsibilization and awareness regarding health and safety;
Supervise the effective application of the Companys health and safety and procedures;
Promote information and awareness activities addressing external companies that may be granted supply contracts for work/services, so that they adopt appropriate behaviour with regard to health and safety;
Guarantee compliance with regulations concerning the organisation of labour.

3.6.2 Environmental Protection

In performing its activities, RICHARD GINORI undertakes to safeguard the surrounding environment and contribute to the sustainable development of the territory.

RICHARD GINORI does everything in its power to favour a transparent management of environmental matters, the participation of collaborators and the constant monitoring of corporate processes and the industrial solutions that have the smaller environmental impact.

RICHARD GINORI fights against any behaviour that could lead, also because ofnegligence, to the incorrect management of environmental activities, which could possibly consequently lead to episodes of environmental pollution or environmental disaster.

In performing their daily occupational duties, Collaborators are under obligation to take care to consume paper, water and energy in a sustainable manner and to comply with regulations concerning the separation of recyclable waste.

In order to stress the importance of protecting the environment, RICHARD GINORI complies strictly with legal provisions, other environmental protection and hygiene directives and undertakes to always adopt correct and alert behaviour.

3.7 BEHAVIOURAL RULES CONCERNING THE MARKET PROTECTION

It is explicitly prohibited for all those who are privy to confidential and/or privileged information concerning RICHARD GINORI and the Group, by virtue of their occupational position or their cooperation with RICHARD GINORI, to use it to obtain a personal advantage or obtain an advantage for third parties.

All communication to the exterior must comply with the law, the in-house procedures and principles expressed by this Code and must be suited to safeguarding price-sensitive information and that is covered by industrial secrecy.

3.8 BEHAVIOURAL RULES CONCERNING THE USE OF COMPANYS COMPUTER TOOLS AND THE PROTECTION OF PERSONAL DATA

RICHARD GINORI adopts measures suited to guaranteeing the correct use of computer or electronic services, in order to guarantee the integrity and genuineness of the data handled, in order to protect the interests of RICHARD GINORI and of third parties, with reference, in particular, to public authorities and institutions.

RICHARD GINORI therefore undertakes to guarantee that the access to telemetric and computer data takes place in absolute compliance with applicable regulations on the correct handling of personal information and data and to make sure that Data is handled in a lawful manner and only by explicitly authorised subjects. As regards the use of Computer systems, each member of staff is responsible for the security of the systems used and is subject to applicable regulations and license contract conditions. Unless envisaged otherwise by civil and criminal law, use of the goods and of Company resources and, in particular, use of Computer systems and networks must comply with Company policy on the use of IT instruments, the Internet and e-mail.

More specifically, incorrect use of IT instruments that may generate the adoption of behaviour consisting in unauthorised access to IT or electronic system belonging to a third party, phone tapping, blocking of or illegal interruption of computer or electronic communications, the damaging of information, data and private computer programmes or even those used by the state or by another public or in any case of public utility body and the damaging of IT or electronic systems belonging to private parties all those of public utility is prohibited.

3.9 BEHAVIOURAL RULES AGAINST TERRORISM, RECEIVING STOLEN GOODS, MONEY LAUNDERING AND ORGANISED CRIME

RICHARD GINORI gives significant importance and value to the principles of democratic order and political freedom. Consequently, it condemns the use of its resources to fund and carry out any activity intended to achieve terrorist aims or the subversion of the democratic order.

RICHARD GINORI is contrary to any behaviour that may constitute, be connected to or favour criminal offences (including transnational ones) consisting in organised crime, including of the Mafia type, money laundering, receiving stolen goods and the use of money, property and other valuables of unlawful origin or self-laundering.

RICHARD GINORI does everything in its power to make sure that its economic and financial activities do not become an instrument for favouring or potentially favouring, illegal activities and criminal and terrorist organisations.

RICHARD GINORI always applies anti-money laundering regulations, therefore verify with the utmost diligence the available information concerning its counterparties (suppliers, partners and consultants and external professionals), in order to confirm their respectability and the legitimacy of their business dealings before establishing business relationships with them. RICHARD GINORI also makes sure that the transactions in it is involved in do not present, or potentially present, a risk of favouring the receipt or replacement or use of money or valuables generated by criminal activities.

3.10 BEHAVIOURAL RULES TO PROTECT THE INDIVIDUAL

RICHARD GINORI acknowledges that the protection of personal safety, freedom and individual personality are values of paramount importance. Therefore, pursuant to applicable regulations, it undertakes to adopt the control and monitoring measures best suited to preventing any possible behaviour aimed at the perpetration of crimes against the individual.

Any Collaborator who, in performing his/her activities, is informed that the actions or behaviour described above have been committed, is under obligation to promptly inform his/her direct superior and the appropriate supervisory body.

In particular, every RICHARD GINORI supplier must comply to domestic labour laws, including working hours and salary and it must respect the following:

All employees must be at least 16 years old;
Not to resort to forced, illegal, dangerous or penitentiary work (with exception of work done by prisoners which are free to choose to work without being paid at market conditions);
To grant safe and acceptable work and life conditions to all employees;
To respect freedom of association;
To forbid any kind of discrimination;
Not to resort to exploitation of labour, and namely:
- The repeated payment of salaries in a way that obviously differs from National collective agreements concluded by the most representative national trade union organizations, or by any means disproportional to the quantity or quality of the work performed;
- The repeated violation of laws regarding working hours, rest periods, weekly rest, leave of absence and working leave;
- Violation of health & safety and security rules in the workplace;
- Subjecting the worker to degrading work conditions, surveillance methods or degrading accommodation solutions.

4 RULES FOR THE IMPLEMENTATION OF THE CODE

4.1 COMMUNICATION, TRAINING AND COMPLIANCE WITH THE CODE

The Code must be observed by all Addressees both inside and outside of the Company, who must under its responsibility bring it to the attention of all their Addressees using suitable communication and disclosure tools.

Inside the Company, adequate familiarity with and understanding of the Code by all staff is guaranteed through information and training programmes. It is the responsibility of each individual to consult his/her direct supervisor for any clarification concerning the interpretation or application of the behavioural rules contained in the Code.

4.2 REPORTING CODE BREACHES

All Code Addressees, are under an obligation to promptly report to RICHARD GINORIs Supervisory Board and/or their immediate superior:

Of every effective or potential breach of this Code;
Of any requests for clarification regarding the assessment of the correctness of their own behaviour of that of others;
Potential shortfalls of this Code or suggested changes and/or supplementation to be made to the code.

The Supervisory Board guarantees confidentiality for those reporting any breaches in compliance with applicable regulations and internal procedures.

4.3 DISCIPLINARY SYSTEM

Compliance with the rules set forth in this Code must be considered an essential part of contractual obligations towards the Company.

Non-compliance with the principles set forth in this Code by employees may involve the application of sanction measures in compliance with applicable law and the disciplinary system indicated in the organisation, management and control Model adopted by the Company.

Compliance with the Code constitutes the grounds for the establishment and continuation of relationships with Consultants, Partners and Suppliers. Any breaches by consultants, and Partners and Suppliers may therefore be punished pursuant to the provisions governing relationships with the same and, in any case, pursuant to applicable regulations.