Code of Ethics

CHAPTER I — GENERAL PRINCIPLES

1. INTRODUCTION

Lungarno Alberghi S.r.l. (hereinafter also Company) directly manages Hotels, Residences, Restaurants and other businesses related to the tourism industry.
The Company aspires to develop and maintain a trusting relationship with all categories of individuals, groups or institutions on whose contributions it depends when carrying out its activities.
As such, in order to be able to carry out its activities correctly it is necessary that the aforementioned categories perform to the best of their abilities, making their cultural, practical, technical and ethical knowhow available to the Company.
The Company therefore felt that it was opportune to define the series of values and principles that it recognises, adopts and shares, as well as the rules and criteria of conduct that underpin its activities.
These principles and rules are contained in this Code of Ethics, which the Company expects to be voluntarily shared, adopted and disseminated, as well as respected, by all those that operate in the name and on behalf of the Company or which have any form of contact with the Company, also as a result of contractual relationships with tenants and collaborators of these parties.
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2. DESCRIPTION OF THE CODE

The Code defines the principles and models of conduct adopted by the Company when carrying out its business as well as the commitments and responsibilities of its collaborators.
The fundamental and binding principle that regulates all of the Company’s activities is full respect for the laws and rules of the Italian State and the rules of the European Union, as well as those of foreign territories, countries and states with which the Company does business. As regards its activities abroad, the Company is duty bound to forbid all conduct and behaviour which, even if acceptable according to the laws of the country in question, represents a transgression of the laws and rules of the Republic of Italy and/or the rules of the European Union.
As well as fully complying with all laws and regulations in force, the Company works transparently, honestly and with great diligence to increase its value for the benefit of its shareholders and the professional growth of its human resources.
With regard to the above, this Code provides information on the resolution of ethical and commercial problems. In particular, the pursuit of the Company’s interests does not justify the adoption of conduct that goes against these principles or against the laws and regulations in force.
In fact, the Code provides a non-exhaustive series of examples of conduct which all employees and collaborators, as well as those that gravitate evenly indirectly within the Company’s business sphere or commercial area, must refrain from adopting.
All actions, operations and transactions connected with the Company’s activities must be undertaken and pursued with complete respect for the law and the principles of impartiality and fair competition; they must be managed with the utmost honesty; they must respect the principles of complete and transparent information and be supported by documentary evidence. Relations with the Authorities must be based on maximum transparency and collaboration with full respect for their institutional functions.
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3. GENERAL PRINCIPLES

A) NON DISCRIMINATION
In regard to its internal relations and relations with all third parties, the Company avoids all forms of discrimination based on the age, sex, racial and ethnic origin, nationality, state of health, political opinions and religious beliefs of its stakeholders.

B) PROBITY  
As part of their professional activities, every employee, consultant, collaborator, supplier and client of the Company, and anyone that has relations with the Company, must respect the laws and rules in force, national, European and international industry regulations and the Code of Ethics and internal regulations, which must be recognised and understood as far as possible.
In no case may the pursuit of the Company’s interests justify non-compliance with the above.

C) CORPORATE COMMUNICATIONS
The Company believes it has a fundamental duty to guarantee that communications, both inside and outside the Company, are accurate and truthful, notwithstanding the undeniable requirements of confidentiality and prudence that characterise its activities. The communications it discloses must avoid creating any misleading situations that may lead to accountability or damages of any kind.

D) COMPLETE AND TRANSPARENT INFORMATION
The Company’s collaborators, employees and consultants have a duty to provide complete, transparent, comprehensible and accurate information so that the Company is able to take independent decisions that take account of the interests, alternatives and relevant consequences involved.
More specifically, when drafting contracts the Company must inform the contracting party in a clear and comprehensible way of the conduct they must adopt in all foreseeable circumstances.

E) DEVELOPMENT AND ACCOUNTABILITY OF HUMAN RESOURCES
The Company guarantees a suitable level of professionalism in the performance of the tasks assigned to its employees, consultants and collaborators. The management and development of human resources is based on respect for the persons, expertise and professional capabilities of every resource in the general context of the Company.
Each resource must carry out their working activities and fulfil their duties diligently, efficiently and honestly, making optimum use of the instruments and time made available to them and taking responsibility for the tasks they are assigned.
All of the Company’s collaborators, including indirect collaborators, must respect the common rules of conduct, dress appropriately for the places and duties assigned to them and refrain from any conduct that discriminates against any form of religious belief and/or is contrary to common and ordinary rules of coexistence.

F) DUTIES OF COLLABORATORS
When carrying out their duties, the Company expects its collaborators to adopt exemplary ethical, legally-compliant and professional behaviour in order to strengthen mutual trust and consolidate the Company’s image.
As such, collaborators are requested:

• to conduct themselves with honesty and integrity in their relations with each other, with Company shareholders, with rival companies, with clients and, in general, with third parties;
• to observe the legal provisions of the set of rules by which the Company abides;
• to avoid conflicts of interest with the Company and in any case conduct that results in negative publicity for the Company.

G) CORRECT BEHAVIOUR IN THE EVENT OF POTENTIAL CONFLICTS OF INTEREST
When carrying out their activities and/or duties, the Company’s employees, collaborators and consultants pursue the goals    and general interests of the Company. As such, when performing any activity and/or duty they must avoid situations in which the parties involved have, or may only appear to have, a conflict of interest. In addition to the legal definition, “conflict of interest” may also be used to describe a situation in which, as part of their activities and/or duties, an employee, collaborator or consultant seeks to satisfy interests different to those of the company and its shareholders or stands to gain personally from company business opportunities.
To this end, employees, collaborators and consultants must avoid all situations and refrain from all activities in which personal interests may conflict with those of the Company, or which may interfere or affect their ability to take impartial and objective decisions in the interests of the Company. Employees, collaborators and consultants must therefore desist from any opportunity to take advantage of their position to prioritise or combine financial activities of personal and/or family interest with their role in the Company.
All conflicts of interests, including those of an indirect or potential nature, must be promptly reported to the relevant bodies (e.g. the Supervisory Body, the Company’s legal representative etc.) so their existence and seriousness can be assessed and their subsequent effects can be avoided or reduced.H) CONFIDENTIALITY AND PREVENTING THE ABUSE OF CONFIDENTIAL INFORMATION
In compliance with the provisions of the law, the Company guarantees the confidentiality of the information in its possession. Company employees, collaborators and consultants are expressly forbidden from disclosing confidential information and/or using it for purposes not connected with their activities.
They are also expressly forbidden from using or communicating confidential or internal information to others without just cause and/or the consent of the Company.

I) HEALTH PROTECTION
The Company’s employees, collaborators and consultants, whose physical and mental health is regarded as a key value, are guaranteed working conditions that respect their individual dignity in safe and healthy work environments.
Consistent with the business activities and economic initiatives that derive from it, the Company regards health protection as a priority goal.
The Company regards the complete respect for workplace health and safety regulations as a key value and actively works to prevent accidents in the workplace and ensure the health and safety of its workers.

L) PROTECTION OF WORKERS
The Company regards the principle of protecting its workers as a key value. The Company denounces and combats child exploitation and the exploitation of workers in general.
As part of their role, every Company employee and collaborator undertakes to help create a workplace free of prejudices, respecting the person and the safety of workers and actively cooperating to maintaining an internal environment that guarantees respect for the dignity and health of everyone.
Relationships between Company employees are based on values of civil coexistence and are undertaken with respect for the rights and freedom of people and the fundamental principles that guarantee social equality free of discrimination due to sex, race, language, nationality, religious beliefs, political and trade union leanings and physical or mental conditions.
Regardless of level of responsibility, relations between employees must be based on the values of loyalty, honesty and mutual respect. Department directors and/or managers must exert their powers in an objective and rational manner with the aim of developing their employees and collaborators and entrusting them with responsibility. Employees must be collaborative and carry out their duties responsibly, efficiently and diligently.

M) GUARANTEEING SAFETY IN THE WORKPLACE
The Company regards the principle of protecting health and safety in the workplace as a key value.
When performing any activity, the Company seeks to avoid the risk of workplace accidents occurring and to assess and eliminate risks that cannot be avoided. It does this by adapting working conditions, according to the latest techniques, and via a programme of accident and injury prevention systems.

N) TRANSPARENCY AND RECORDING OF FINANCIAL ACTIVITIES AND TRANSACTIONS
Every operation and transaction must be correctly recorded, authorised, verifiable, legitimate, consistent and congruous, and must also be documented in paper and/or digital form indicating, where possible, the author.
All of the Company’s activities and operations must be appropriately recorded and documented and it must be possible to examine the decision-making, authorisation, performance, recording and checking process.
All money transfers must be correctly accounted for and documented.

CHAPTER II  — AREA OF APPLICATION

1. WHO THE CODE OF ETHICS APPLIES TO

The Code applies to all shareholders, collaborators, employees, consultants and all other parties or companies that act on behalf of the Company, also indirectly, who therefore undertake to comply and ensure compliance with the content of this Code of Ethics in regard to their duties and responsibilities, as well as when carrying out their professional activities.
All of the abovementioned parties undertake to respect the Code when accepting their assignment and to work according to the principles of loyalty, impartiality, integrity and honesty. They must avoid any actions or behaviours that violate or could be deemed to violate the law or regulations, or the contents of this Code.
Relationships between the Company and employees are based on trust and collaboration.
Employees undertake to ensure their relationships with their colleagues are based on harmony, and to avoid actions or behaviours that generate animosity or conflict. Employees base their actions and use of the Company’s assets on criteria of honesty, value, efficiency and effectiveness. Employees dedicate an appropriate amount of time and energy to their activity and/or assignment, avoiding undue absences.
In external relations, employees conduct themselves in such a way as to inspire the trust and cooperation of parties that come into contact with the Company: they are courteous and attentive when communicating with the public and they deal with issues in an efficient and diligent way.

2. DISSEMINATING THE CODE OF ETHICS

The Company is responsible for the application, dissemination and understanding of this Code of Ethics throughout the company; the heads of each company area/department have the same responsibility and, in particular, are charged with guaranteeing that all those that work in their area or department respect the Code.
The Company shall identify the most effective way of disseminating this Code of Ethics both to its employees, collaborators and consultants, and among third parties.

3. CONDUCT RULES AND REGULATIONS

A) RELATIONS BETWEEN EMPLOYEES
Relationships between parties inside the Company must be based on honesty, transparency, loyalty and clarity, compliance with laws and regulations and respect for reciprocal roles, as well as the implementation of rules of responsibility, professionalism and civil coexistence and the tolerance of other rights and roles.

B) HIERARCHICAL RELATIONSHIPS INSIDE THE COMPANY
Relationships between different levels of responsibility, connected with different hierarchical positions within the Company, must be based on loyalty and honesty with respect for professional secrecy.
All those in charge of specific activities and company departments must exert the powers connected with the responsibility entrusted to them with prudent self-control, respecting the personal dignity of their collaborators.
In turn, all members of company departments or specific working groups must collaborate in full with their managers, observing the rules that regulate the performance of the activities assigned by the latter and, in general, by the Company.

C) RELATIONS WITH PUBLIC AUTHORITIES
The Company’s relations with national, EU and international public authorities (“Authorities”), as well as with public officials or appointees of public services, i.e. bodies, representatives, delegates, exponents, members, employees, consultants, appointees of the civil service, of public authorities, of public administration, of public bodies, also of a financial nature, of local, national or international public bodies or companies (“Civil Servants”) are managed by each director and by each employee, depending on their position or role, or, where relevant, by each collaborator or consultant, with respect for current regulations and according to the general principles of honesty, transparency and loyalty.

D) TRANSPARENCY OF ACCOUNTS
The transparency and clarity of accounting data and reports is a key value of relations with the shareholders, with third parties and with the supervisory authorities.
To guarantee this value is respected it is first of all necessary to ensure that the basic information and the accounting records of transactions are complete, truthful, accurate and verifiable. As such, each collaborator is requested to ensure that operational transactions are correctly and promptly represented in the accounts and that suitable supporting documentation of the activities carried out is conserved for every operation.

E) CORPORATE COMMUNICATIONS
In order to prevent the dissemination of inaccurate news and information or the creation of situations requiring the Company to assume any form or type of responsibility, communications outside the Company must be accurate, clear and truthful as well as designed to foster an understanding and consensus around company policies, plans and projects.
Particular attention must be paid to the external communication of documents, news and information relating to issues arising in the sphere of activities overseen by the Company and which are not designed for the public domain.
The communication of information to the public, in particular, must be managed by the company structures specifically assigned this role.
Relations with the mass media must be based on respect for the same rules established for relations with public authorities and, in any case, the protection of the Company’s image.

F) CONFIDENTIAL INFORMATION
Confidential information and documents, the personal data of collaborators and suppliers, know-how and technology processes must be safeguarded and protected in an appropriate and ongoing manner, in relation to both third parties and colleagues that are not directly connected. Parties which, for work purposes, have access to this information must in any case handle it according to the instructions and procedures established by the Company.
At any time and, in particular, upon the signing and execution of contracts, the confidentiality of relations with third parties, relations with the press and relations with parties not authorised to make communications must be strictly observed.

G) RELATIONS WITH CLIENTS AND SUPPLIERS
The selection of suppliers and purchases of goods and services must take place in compliance with the principles of this Code and with internal procedures, must be documented in writing and must respect the organisational structure.
In any case, these selections must be made exclusively on the basis of objective quality, cost, ability and efficiency parameters.
In business relations with clients and suppliers, payments in kind, benefits and services of any other kind, direct or indirect, are forbidden, as are gifts, gestures of courtesy and hospitality, unless they are of a nature and value that does not compromise the image of the Company and cannot be interpreted as designed to obtain favourable treatment that is not determined by market rules.

H) PROTECTION OF COMPANY ASSETS
Collaborators are responsible for protecting and safeguarding the assets and instruments assigned to them to carry out their activities and/or role, as well as contributing to protecting all of the Company’s assets.
Collaborators must use the rooms in which they carry out their duties or tasks in a diligent and responsible way, performing activities that are in line and compliant with the purposes of the property and its origins.
When carrying out their activities, collaborators must also guarantee respect for the principles and rules of ethics and common decency, also in accordance with moral values and common coexistence criteria.
Company employees and collaborators, or any other party that operates within the Company’s business sphere and has contact with its executive and/or commercial area, must refrain from any type of discriminative behaviour based on religion.
Documents regarding the Company’s activities, working instruments and any other tangible or intangible asset belonging to the Company must only be used to meet the goals of the Company and in the ways established by same. They may not be used for personal reasons or be transferred or made available, even temporarily, to third parties.

I) PERSONAL APPEARANCE AND DRESS CODE
Collaborators must pay maximum attention to their personal appearance when they come into direct contact with guests, when working in the back-office areas or areas reserved for staff, and in any circumstances in which they could be associated with Lungarno Alberghi srl.
When at work, employees must wear the uniform provided to them by the Company or clothing that does not conflict with the brand represented or with the historical value of places and their origins. It must also be compliant with the company grooming procedure and the rules of common decency.

CHAPTER III IMPLEMENTING PROVISIONS

1. DISCIPLINARY AND PENALTY SYSTEMS

If necessary for the protection of the Company’s interests and compatible with the regulatory environment also in terms of collective bargaining provisions, in the event of violations of the principles of this Code the Company will assess how to proceed and what measures to take — including disciplinary action or penalties commensurate with the seriousness of the violation — against parties that have not acted in compliance with this Code of Ethics. In the latter case, in addition to penalties the Company may also request compensation in the event of serious violations.
All of the above procedures must in any case guarantee the confidentiality of the relative information and indications, except in the case of legal and/or specific provisions to the contrary established by applicable law.

2. REPORTING VIOLATIONS OF THE PROVISIONS OF THE CODE OF ETHICS

With the aim of guaranteeing the effectiveness of this Code, the Company possesses information channels which all those that become aware of potentially unlawful behaviour within the Company can use to freely, directly and confidentially notify the latter.
Employees and collaborators must promptly report all forms of behaviour, also on the part of third parties, that does not comply with the principles of this Code. The identity of the notifying party shall remain confidential and their immunity shall be guaranteed against retaliation, unlawful pressure, distress and discrimination of any kind in the workplace in response to their reporting of violations of the contents of the Code of Ethics.

3. PENALTY SYSTEM

The violation and/or failure to respect the rules of conduct outlined in this Code by Company employees constitutes a breach of their employment relationship obligations and will lead to the application of disciplinary measures.
Penalties will be applied in accordance with the provisions of the Law and the relevant national collective labour agreement.
These penalties will be applied on the basis of the significance of the violations and commensurate with their seriousness.
The relevant and appointed company departments will be responsible for verifying these violations, managing disciplinary procedures and issuing penalties.
Any behaviour on the part of collaborators, consultants or third parties connected to the Company by a contractual relationship rather than an employee contract that violates the provisions of the Code of Ethics may, in the worst case scenario, also result in the termination of the contractual relationship, without prejudice to claims for compensation if such behaviour causes damage to the Company, and the latter regardless of whether the contractual relationship is terminated or not.

4. FINAL PROVISIONS

This Code was approved by the Company’s board of directors, which will determine the terms and ways in which it is disseminated and brought to the attention of the Company management.
Any amendments and/or additions to the Code will be approved with a resolution by the Company board of directors and promptly communicated to all recipients.