CODE OF ETHICS

INTRODUCTION

Sterilgarda Alimenti S.p.A. is a company specializing in the production and marketing of dairy products and fruit juices.

Sterilgarda’s adventure began in the late 1960s, and even today the company maintains the pioneering spirit of its early days, which allows it to constantly improve the technology of its facilities and continuously develop its products, while safeguarding the quality and food safety of its products.

Sterilgarda believes that, in conducting its business, ethics are an indispensable condition for its success, a tool for promoting its image, and an essential asset for the company as a whole.

A company engages in ethical behavior when it operates in full compliance with applicable laws and when it embraces the social values that underpin our civilization. To do this, it must establish proper relationships with all stakeholders and play a positive role in the social and economic context in which it operates.

In their daily actions and decision-making, everyone working for the Company must always keep in mind that not only Sterilgarda’s own interests, rights, and duties are at stake, but also those of other stakeholders, both internal and external.

To this end, Sterilgarda has adopted its own Code of Ethics which, in line with the principles of fairness, loyalty, and honesty shared by the Company, is intended to regulate the Company’s activities as a whole through standards of conduct.

This Code of Ethics is structured into the following sections:

Section 1: which states Sterilgarda’s core values and the ethical principles that inspire its activities;
Section 2: which specifies the rules and standards of conduct for all recipients of the Code of Ethics;
Section 3: dedicated to the implementation, monitoring, and updating of the Code of Ethics.

RECIPIENTS

This Code of Ethics is binding on the Company and all its corporate officers, employees, and collaborators. Sterilgarda also requires all its key stakeholders (including suppliers and customers) to comply with the general principles of this Code in their independent operations and, in particular, in their relationships with Sterilgarda, without prejudice to respect for the religious, cultural, and social characteristics of each stakeholder.

The recipients of Sterilgarda’s Code of Ethics are:

the Company’s Directors and Board of Statutory Auditors;
the Company’s personnel, whether employed by Sterilgarda or collaborating with it in any capacity;
all those who, directly or indirectly, permanently or temporarily, establish relationships with Sterilgarda and/or operate on its behalf.

Recipients are required to observe the values and rules of conduct contained in this Code of Ethics, adapting their behavior and actions to them.

To protect its image and safeguard its resources, Sterilgarda does not maintain relationships of any kind with individuals who do not intend to operate in strict compliance with applicable law and/or who refuse to behave in accordance with the ethical principles and rules of conduct set forth in this Code of Ethics.

1. CORE VALUES AND ETHICAL PRINCIPLES
1.1.1 Valorization of People and the Work Environment

Sterilgarda recognizes the centrality and importance of people who, every day, through their work and commitment, make a fundamental contribution to the Company’s development and the achievement of its objectives.

For this reason, Sterilgarda considers it essential, at all times in its operations, to respect the fundamental rights of each person and their physical, cultural, and moral integrity. It recognizes the fundamental value of cultural and talent diversity and guarantees equal opportunities for all, regardless of gender, race, language, religion, political, or social opinion.

Valuing the people who work for Sterilgarda means:

creating a work environment capable of guaranteeing, for all those involved, working conditions that respect personal dignity and in which individual characteristics cannot give rise to discrimination, conditioning, or limitations;
fostering the development of the talents and skills of each employee or collaborator;
rewarding the merit and commitment of each individual impartially;

1.1.2 Trust

Trust in people and among people is a fundamental element of Sterilgarda’s history, which has been able to be born, grow, and develop thanks to:

the trust of those who, over 50 years ago, believed in an innovative industrial project in the dairy sector, offering passion, ingenuity, tenacity, and hard work;
the trust of those who, today, continue to believe in the company’s projects, offering their skills and abilities;
the trust of all customers who have purchased, purchase, and will continue to purchase from Sterilgarda, certain of the quality of its products.

For Sterilgarda, the relationship of trust between the company, its directors, managers, staff at all levels, and collaborators is a fundamental asset and necessary for achieving the company’s objectives and protecting its interests.

1.1.3 Local Area and Community

Sterilgarda is deeply rooted in the local community where its production facilities are located and where many of the people who work there and the suppliers who enable the company to produce every day come from. For this reason, Sterilgarda has always established relationships and collaborative relationships with local institutions, organizations, and associations, representing the local civil society, ensuring that company growth reflects social appreciation and also represents an enrichment of the economic and social heritage of the community.

For Sterilgarda, maintaining good relationships with the local area and community means:

ensure that its facilities and activities integrate optimally with the surrounding environment and social and productive fabric;
foster relationships with local vocational schools;
support local organizations and associations by promoting events and initiatives of social, preventive, sporting, and cultural relevance. These initiatives include, among other things: providing support to non-profit organizations, including through regular food donations, and sponsoring local sports academies, including those for people with disabilities.

1.2.1 Legality

All activities carried out in the name and on behalf of Sterilgarda must be conducted in compliance with the laws and regulations in force in Italy and in all countries in which it operates.

Within the scope of their duties, Recipients are required to comply with the provisions of the legal system (national, supranational, or foreign) in which they operate or interact and must refrain from committing violations of the law, whether or not subject to imprisonment, fines, administrative sanctions, or other penalties.

To this end, each Recipient undertakes to acquire the necessary knowledge of the laws applicable to the performance of their duties, as in force from time to time. Each Recipient observes, in addition to the general principles of diligence and loyalty, the behavioral requirements contained in the collective bargaining agreements applicable to them.

1.2.2 Integrity

In carrying out their duties, each Recipient conducts themselves in accordance with moral integrity and transparency, as well as the values of honesty and good faith.

1.2.3 Dignity and Equality

Each Recipient recognizes and respects the personal dignity, privacy, and personal rights of every individual, both in internal and external relationships.

Each Recipient works with women and men of different nationalities, cultures, religions, sexual orientations, and races. Discrimination, harassment, or sexual, personal, or other offenses are not tolerated.

In managing hierarchical relationships, Sterilgarda requires that authority be exercised equitably, prohibiting any behavior that could in any way undermine the personal dignity and professionalism of the employee.

Finally, Sterilgarda is committed to ensuring respect for privacy, especially with regard to information pertaining to the private sphere and opinions of each of its employees and, more generally, of all those who interact with it.

1.2.4 Business Ethics

Sterilgarda conducts its business according to principles of efficiency and openness to the market, preserving the value of fair competition with other operators and refraining from any collusive or abusive behavior to the detriment of its customers and partners, or from pursuing self-interest.

2. RULES OF CONDUCT

2.1 External Relations

Before establishing a business relationship or collaboration with third parties, the Company takes into account any available information regarding the behavior and reputation of the parties involved and assesses, among other things, the potential risks of corruption or extortion related to factors such as the country in which the business relationship will take place or where its products will be delivered, the potential business partners of the third parties involved, and the possible effects.

2.1.1 Gifts, Benefits, or Other Benefits

Within the scope of their duties, Recipients are prohibited from offering or granting to third parties, or accepting or receiving from third parties, directly or indirectly, including on holidays, gifts, benefits, or other benefits that could influence, or give the appearance of influencing, business decisions in favor of any person with whom the Company maintains business relations. This exception applies to gifts directly attributable to normal commercial courtesy and, in any case, such that they cannot create the impression in the other party that they are intended to acquire or grant undue advantages.

2.1.2 Relationships with Customers, Suppliers, Consultants, Collaborators, Agents, and Business Partners

Sterilgarda bases its relationships with customers, suppliers, consultants, collaborators, agents, and business partners exclusively on criteria of trust, quality, competitiveness, professionalism, and compliance.

In developing initiatives with them, the Company requires:

establish relationships only with parties that enjoy a respectable reputation, are engaged only in lawful activities, and whose corporate ethical culture is comparable to that of Sterilgarda, including through prior verification of available information on such parties;
ensure the transparency of agreements.

In particular, with regard to the selection of suppliers, consultants, collaborators, and commercial agents, Sterilgarda ensures that such activity is guided exclusively by objective parameters of quality, convenience, price, capacity, and efficiency, allowing for the establishment of a relationship of trust with such parties.

2.1.3 Relations with Public Administration, Institutions, and Public Officials

Relations with Public Administration, public employees, managers, and officials acting on behalf of Public Administration and public bodies or similar entities, including Supervisory Authorities, and, in any case, with institutional interlocutors, both Italian and foreign (hereinafter collectively the “Public Institutions”), are conducted in accordance with the law and in compliance with the principles of legality, legitimacy, integrity, fairness, and transparency expressed in this Code of Ethics.

Sterilgarda condemns any corruption, extortion, or conflict of interest and adopts all appropriate measures to prevent and avoid such events. In particular, with respect to representatives, managers, officials, or employees of Italian and foreign public institutions, the following are expressly prohibited:

the pursuit and establishment of favorable personal relationships, improper influence, and undue interference capable of influencing, directly or indirectly, the decisions of the other party, including those of those acting on behalf of public institutions, and/or the development of a proper relationship;
all behavior aimed at generating any employment opportunity or other form of collaboration and/or commercial opportunities, and any other activity that could personally benefit the representative of public institutions, whether in Italy or abroad;
offers or promises of money, goods, or other benefits (in any form or manner) to representatives, managers, officials, or employees of public institutions, or to their relatives, whether Italian or foreign, even indirectly and/or through intermediaries. person, unless they are gifts, goods, or other benefits of modest value and are of an appropriate nature, in accordance with the customs in force in the particular regulatory and social context and with applicable laws, and provided that such gifts, goods, or other benefits cannot be understood or interpreted as seeking favors;
offering or accepting any object, service, performance, or favor of value to obtain or grant more favorable treatment in connection with any relationship with Public Institutions;
actions aimed at soliciting or obtaining confidential information from Public Institutions beyond what is permitted by law.

Anyone who, for any reason, while performing duties and activities on behalf of Sterilgarda receives requests or offers, whether explicit or implicit, is required to promptly inform their superior or contact person and to suspend all relationships with the third parties involved.

Sterilgarda, in keeping with its values of honesty and transparency, is committed to implementing all necessary measures to prevent and avoid public and private corruption.

This Code of Ethics is the reference document that outlines the principles of conduct to be followed in order to mitigate the risk of violations of the various laws and regulations regarding corruption in force in the various countries in which the company operates. Should any aspects not be covered by the aforementioned laws and regulations, Recipients and interested and involved third parties are required to refer to the principles and guidelines contained in this Code of Ethics.

2.2 MARKET AND COMMERCIAL RELATIONS

2.2.1 Competition

Each Recipient is required to comply with the regulations on fair competition and antitrust.

To this end, in carrying out its business, the Company ensures that the general conditions for freedom of enterprise are respected, allowing economic operators to access the market and compete with equal opportunities. It also protects its customers by promoting price containment and product quality improvements resulting from free competition.

To avoid violating competition regulations, Sterilgarda operates exclusively based on its own strategic and commercial decisions, defining its corporate policy independently and independently of any competitors.

2.2.2 Customer Relations

Sterilgarda is constantly committed to customer satisfaction and establishes a relationship with them based on high standards of quality, timeliness, and reliability in the management and execution of commissioned orders.

Each Recipient must base communications with the Company’s customers, both actual and potential, on clarity and comprehensibility, avoiding any misleading practices.

Operating as a co-packer of products for many major national and international players in its sector, Sterilgarda considers the confidentiality of information and the protection of industrial secrets to be fundamental values underlying its relationships with its customers. It is committed to ensuring compliance with confidentiality obligations by all stakeholders in the production chain.

In the event of any audits conducted by inspectors/auditors on behalf of customers, Recipients undertake to cooperate fully, responding to the requested information in a complete, correct, adequate, and timely manner, within the limits of corporate confidentiality.

2.2.3 Relations with Suppliers

Sterilgarda is constantly committed to promoting a sustainability-based approach throughout its supply chain, building long-term business relationships with its suppliers based on trust and transparency.

Given the nature of the main raw materials purchased, the daily supply chain, and the constant pursuit of quality, the Company primarily sources from local and national suppliers. Sterilgarda suppliers are evaluated and selected based on their technical expertise, service reliability, cost effectiveness, product quality, as well as their integrity, respectability, and reputation.

With this in mind, to ensure the safety of its products, particular attention is paid to milk suppliers, who, as suppliers of the main raw materials purchased by the Company, adhere to the ClassyFarm system for animal welfare and farm biosecurity, with a view to ensuring effective transparency throughout the supply chain.

Purchasing processes are geared towards achieving maximum value for the Company and ensuring equal opportunities for each supplier; They are also based on pre-contractual and contractual behaviors conducted with a view to indispensable and mutual loyalty, transparency, and collaboration.

Sterilgarda requires its suppliers to behave correctly, diligently, and in compliance with the law, with particular reference to consumer protection, free competition, and the fight against money laundering and organized crime. Sterilgarda’s suppliers must comply with all applicable workplace health and safety regulations and ensure their employees enjoy working conditions based on respect for human rights.

2.2.4 Consumer Relations

Sterilgarda considers the quality of its products to be the cornerstone of its corporate culture and is constantly committed to ensuring the quality and food safety of its products are guaranteed to every customer and end consumer, including through truthful and comprehensible advertising, labeling, etc., that allows for informed and independent decisions, within the limits of corporate confidentiality.

Based on the belief that product quality is the result of the quality of performance by every player in the production process, the Company maintains the highest standards of internal process control, promoting ongoing training for its employees, requiring staff to strictly adhere to the rules for proper handling of materials and use of machinery, and encouraging them to pursue sustainable production by avoiding wasteful use of energy sources and resources.

Specifically, the health and hygiene safety of Sterilgarda products is pursued by maintaining a Quality System based, among other things, on:

formalization of all activities within the company through operational documents that fully define the technical characteristics of products and processes, the controls to be performed, and the related management responsibilities;
supporting prevention activities with a correct and timely verification and control system;
non-use of GMO raw materials;
compliance with specifications for organic production, for people with celiac disease, and for vegans;
maintenance of the quality standards achieved with the IFS, BRC, SEDEX SMETA, FDA, Halal, and Kosher certifications held by the company, and adaptation of existing or new certifications to meet customer requests or regulatory changes.

Sterilgarda also considers improving production processes through the constant adaptation of its facilities and production plants to the most advanced technological solutions available on the market to be a further fundamental tool for improving product quality and ensuring customer and consumer satisfaction. To this end, the Company inspires its research, innovation, and development activities.

2.3 HUMAN RESOURCES

2.3.1 Selection, development, and professional training

In selecting and managing personnel, the Company adopts criteria of merit, competence, and assessment of individual skills and potential. The evaluation of resources to be selected and hired by the Company is based exclusively on the correspondence between expected and required profiles, as well as on verifiable merit considerations, while fully protecting the privacy of candidates. Candidates are required to be transparent regarding any previous collaborations that could generate potential conflicts of interest.

The Company does not tolerate any case of irregular employment, and all hiring by the Company is conducted in compliance with applicable regulations.

Sterilgarda values and strives to develop the skills and abilities of each individual, including through the organization of training and professional development activities.

Each Recipient diligently performs their duties and reports any need for additional or specific activities to enable the Company to take the necessary steps.

Each Recipient must exercise the utmost care in carrying out their duties, strictly observing all established safety and prevention measures to avoid any possible risk to themselves and their collaborators and colleagues.

The responsibility of each Recipient towards their collaborators and colleagues requires the utmost care to prevent the risk of injury and the onset of occupational diseases. Each Recipient must comply with the instructions and directives provided by those to whom the Company has delegated the fulfillment of safety obligations.

Any form of harassment, intimidation, or threat (including non-verbal, or resulting from multiple intimidating behaviors, whether repeated over time or from different individuals) that hinders the proper performance of duties or constitutes abuse of a position of authority by a superior, is prohibited. Specifically, any form of mobbing is prohibited, in accordance with the concept developed from time to time by prevailing Italian case law.

Any act of retaliation against those who reject, complain about, or report the regrettable conduct and events described above is prohibited. To this end, anyone who becomes aware of alleged violations or non-compliant behavior within their work environment may report such incidents through the dedicated internal reporting tool, an anonymous noticeboard reserved for employees and available in production areas and Company offices. They may also report such incidents through the internal reporting channel implemented by Sterilgarda pursuant to Legislative Decree No. 24/2023 (the “Whistleblowing Decree”).

2.3.2 Conflicts of Interest

In carrying out all activities, the Company strives to avoid actual or potential conflicts of interest.

Recipients shall pursue the Company’s objectives and general interests in their collaboration.

Each Recipient is required to promptly and fully inform their superior in the event of a conflict of interest with the Company and in any other case where significant reasons of convenience exist. In such cases, the party in conflict must refrain from performing or participating in actions that could harm the Company or compromise its image.

2.4 CORPORATE POLICIES

2.4.1 Environmental Protection

In carrying out its activities, and particularly in managing its production processes, Sterilgarda is constantly committed to protecting the environment. To this end, it directs its business decisions to ensure compatibility between economic initiative and environmental needs, not only in compliance with current legislation, but also taking into account the development of scientific research and the best practices in the field.

For Sterilgarda, protecting the environment means, in concrete terms:

monitoring the environmental impact of its processes and products throughout their entire life cycle. From this perspective, product packaging is based on the ongoing search for materials with a lower environmental impact, FSC certified, and ensuring that secondary packaging materials come only from 100% recycled packaging. Product transportation logistics is handled using groupage solutions to reduce pollution generated by goods movement;
use natural resources wisely and efficiently. With this in mind, where technically possible, air cooling is preferred over water cooling in the production process, significantly reducing the use of source water;
constantly monitor and measure our performance and environmental impacts, in order to increase the former and reduce the latter. To this end, the Company has made significant investments in plants that produce energy from renewable sources, such as photovoltaic and biogas, which eliminate the use of fossil fuels and allow the Company to achieve significant energy savings.
Engaging and raising awareness among workers, a key element in achieving the aforementioned objectives, on environmental issues, encouraging them to reduce waste and use consumption wisely.

2.4.2 Protection of health and safety in the workplace

Aware of the crucial importance of the knowledge, skills, and professionalism of its staff in achieving its objectives, the Company is constantly committed to ensuring a safe and healthy working environment for its workers.

Protecting the health and safety of its workers for Sterilgarda means:

Providing the necessary resources for the continuous improvement of the machinery and production process and for the constant increase in the awareness and competence of workers employed at every stage of the production process and, more generally, in all company activities;
Constantly monitoring and measuring its health and safety performance, eliminating risks and reducing hazards where possible;
Involving workers in the decision-making processes that most directly affect them and in monitoring health and safety conditions in the various departments.

Each Recipient’s responsibility towards their collaborators and colleagues requires the utmost care in risk prevention. To this end, the technical planning of workplaces, equipment, and processes must be based on the highest level of compliance with current regulations on occupational health and safety.

Each Recipient must exercise the utmost care in carrying out their activities, strictly observing all established safety and prevention measures, to avoid any possible risk to themselves and their collaborators and colleagues.

2.4.3 Protection of Intellectual and Industrial Property

The protection of the Company’s intellectual property, including patents, trade secrets, trademarks, distinctive signs, technical and scientific knowledge, know-how, and skills acquired during the course of business activities, is essential to maintaining the Company’s competitive advantage.

Recipients and all those working on behalf of Sterilgarda, within the scope of their duties and responsibilities, are required to safeguard and manage the Company’s industrial intellectual property by appropriately safeguarding, in compliance with internal procedures, documents, data, drawings, software, production methods and techniques, product recipes, and any other information, on any medium, that constitutes company know-how and/or is the subject of intellectual or industrial property rights.

2.5.3 Corporate Communications and Accounting Records

The Company believes that accounting transparency and the maintenance of accounting records in accordance with the principles of truthfulness, completeness, clarity, precision, accuracy, and compliance with applicable regulations are the fundamental prerequisites for effective control.

Adequate supporting documentation must be retained for each transaction, allowing for easy accounting recording, reconstruction of the transaction, and identification of any liability.

Similarly, the Company reiterates that the financial statements must provide a true, clear, and complete representation of the economic, financial, and equity situation of the Company and its subsidiaries and/or affiliates.

The same protection must be guaranteed, in the same manner, to intellectual property rights belonging to customers and third parties in general.

2.5 ACCOUNTING AND INTERNAL CONTROLS

2.5.1 Traceability of Activities Performed

Each Recipient must maintain adequate documentation of each transaction performed, to allow the Company to verify the reasons and characteristics of the transaction during the authorization, execution, recording, reporting, and verification phases.

2.5.2 Transparency and Completeness of Information

The information disclosed by the Company is complete, truthful, transparent, comprehensible, and accurate, enabling third parties to make informed decisions regarding their relationships with the Company.

The Company ensures compliance with all regulations and all required tax and fiscal requirements, monitoring regulatory updates and managing all related processes with rigor and transparency, in order to prevent conduct that could lead to tax and fiscal violations.

2.5.3 Corporate Communications and Accounting Records

Adequate supporting documentation must be retained for each transaction, allowing for easy accounting recording, reconstruction of the transaction, and identification of any liability.

The Company complies with all applicable corporate, administrative, financial, and fiscal regulations and requirements and implements appropriate tools to prevent any conduct that could lead to violations.

2.5.4 Internal Controls

The functionality and efficiency of a complex organization like Sterilgarda requires its proper functioning at all levels. To ensure this, a system of internal controls is in place, designed to verify and guide the organization.

Each Recipient, within the limits of their roles and assigned duties, is responsible for defining and ensuring the proper functioning of the control system.

2.6 Information and Confidentiality

Recipients, if in possession of confidential and/or privileged information, undertake to maintain the utmost confidentiality, disclosing such information to third parties, whether internal or external to the Company, only for work-related purposes and ensuring that such persons are bound by legal, regulatory, statutory, or contractual confidentiality obligations.

Recipients must also refrain from using non-public information for personal purposes or in the Company’s interest. They must not disseminate false or misleading information, whether relating to the Company or third parties, learned during the performance of work duties or business transactions.

The obligation of confidentiality remains in effect even after the termination of the employment or collaboration relationship with the Company, in accordance with applicable legislation.

In carrying out its activities, the Company processes the personal data of Recipients and third parties.

The Company requires that Recipients, within the scope of their duties, undertake to ensure that the data being processed is handled in compliance with applicable legislation.

To this end, the processing of personal data is permitted only to authorized personnel and in compliance with the internal rules and procedures established in accordance with applicable legislation.

3. IMPLEMENTED RULES

3.1 Implementation and Dissemination

This Code of Ethics enters into force on the date of its approval by the Sterilgarda Board of Directors.

The Company undertakes to promote and ensure awareness of this Code of Ethics and its subsequent updates by disseminating it to its Recipients through information and training activities.

For the purpose of wide dissemination, the Company publishes this Code of Ethics on the Company website (https://www.sterilgarda.it/).

All those who collaborate and/or act in the name, on behalf, and in the interest of Sterilgarda, without distinction or exception, must observe and ensure compliance with the principles of this Code of Ethics.

3.2 Control

The Company, through its designated bodies and functions, shall consistently, impartially, and uniformly impose sanctions proportionate to the respective violations of this Code and in compliance with applicable provisions governing employment relationships.

In accordance with applicable laws and contractual provisions, failure to comply with any provision of this Code of Ethics may result in the Company imposing sanctions against the recipients, including disciplinary measures, including, in the most serious cases, termination of the employment relationship with Sterilgarda, in accordance with the procedures set forth in the Workers’ Statute and in accordance with the relevant provisions of the applicable National Labor Contracts.

Compliance with the provisions of the Code of Ethics is part of the contractual obligations to which suppliers, agents, customers, and any external party providing/receiving services for/from Sterilgarda in any capacity are also subject. Violations of the provisions of the Code of Ethics will be considered a breach of contractual obligations, with all legal and contractual consequences, including, where applicable, termination of the current relationship.

3.3 Updates

Revisions to the Code are made by resolution of Sterilgarda’s Board of Directors, taking into account any requests received from Recipients, regulatory developments, and experience gained in applying the Code. Any amendments to the Code of Ethics are published and made available promptly.