Ethics and Conduct

The Company, based in Naples, Via Bernini No. 20 (80129), is capable of importing coffee from any country in the world thanks to a network of producers with whom it has been collaborating for years.

2. PURPOSE AND SCOPE

The current establishment, well aware of the ethical values upheld for decades, decided to adopt this Code of Ethics (hereinafter also “Code”) that includes all the key principles on which the Company bases its activities and which it is keen to define as the essential moral principles that all individuals part of the Company – including any third parties involved at any level with the Company – must respectfully comply with.

The Code is inspired by the respect for the law that guides all business decisions and has induced the Company to create a tool to lead its operations along a path defined by the prevention of illegal activities, in compliance with Legislative Decree No. 231, of 8 June 2001 – on the direct liability of legal entities. Therefore, the draft of this Code of Ethics is an essential stage in the decisional process that led the Company to build its Organisation, Management, and Control Model (hereinafter “OMCM”) aimed at preventing crimes: a system of preventive measures in which this Code fits naturally as a reference for self-discipline in corporate operations oriented towards an ethical conduct, irrespective of any legal consequences.

By adopting this Code, the Company has decided to identify and define ethical and behavioural criteria that go beyond purely legal principles and permeate corporate interests in their entirety, including purely economical interests.

3. APPLICABILITY

The principles and rules in this Code are binding for all individuals who, at any title, have a relationship or stable or temporary relations with the Company, i.e. all members of Company’s management, employees, collaborators, and third parties. Consequently, anyone bound by the Code has a duty to be aware of the rules of business conduct adopted by the Company with this Code and must comply with them, mutatis mutandis, thus promoting their correct application and diffusion.

Anyone subject to the Model, whatever connection or relationship they have with the Company, must comply with the following principles:

a) operate according to regulations, procedures, certifications, and common practices adopted or in use at Interkom.

b) adopt a conduct that colleagues and third parties can learn from and follow as an example, highlighting in practice the moral rules and principles in this Code.

c) avoid acting against the law, the rules of this Code of Ethics, and more generally against the OMCM rules.

d) request clarifications on how to interpret rules and procedures adopted by the Company from the Management and the Supervisory Body (hereinafter also “SB”), as per paragraph 7 below.

e) report to the SB any conduct believed to have been, even only potentially, in contrast with the Model adopted, making sure to include any elements, proof, and anything else useful for the enquiry that will follow; reports can be made directly to the SB – even anonymously, as long as elements that allow the relevant enquiry are provided.

The Company will oversee the application of the Code, setting adequate information, prevention, and control tools, and ensuring the transparency of all operations and conducts, intervening when necessary with corrective actions. Anyone who has commercial relations with Interkom, in Italy and abroad, is made aware of the Code.

4 FUNDAMENTAL ETHICAL PRINCIPLES

Interkom binds its operations, and those of everyone subject to this Code, to rigorous compliance with the principles it has set itself, which are listed below.

4.1 Legality

Interkom recognises the need to follow the laws and regulations applicable to the sector in which it operates as an ineluctable principle. In carrying out their activities, all collaborators must obey the law and meet high conduct and ethical standards. All personnel must carry out their activities fully complying with the constitutional principles, laws, regulations, commercial practices and customs, and more in general all national and international regulations applicable.

Everyone subject to the Code has the duty not just to be aware but also to comply with the laws applicable to their duties, keeping in mind that the pursuit of company interests in violation of the law or of any other above-mentioned regulation, will not be tolerated in any case.

4.2 Responsibility

Interkom continuously pursues the following measurable objectives:

maximum customer satisfaction through quality of service offered in compliance with the applicable laws;

correct conservation, distribution, and delivery of products and optimisation of logistics systems to ensure widespread satisfaction and fast order processing.

4.3 Impartiality

In the decisions that affect the relations with its stakeholders (e.g., choice of customers to serve, relations with shareholders and subsidiaries and associated companies, recruitment, personnel management, and work organisation, supplier selection and management, etc.), Interkom condemns any form of discrimination based on the age, gender, sexual orientation, health condition, race, nationality, political opinion, or religious belief of its interlocutors.

4.4 Honesty

The Company promotes honesty in interpersonal relations and in business transactions as a key principle in the management of its affairs. In particular, it condemns any fraudulent conduct or behaviour in customer and supplier relations, among anyone subject to the Code, and in the relations with all stakeholders; it promotes the application of ethical principles in decisional processes and in the work practices of all administrators and employees. In no case the pursuit of company interests will justify the dishonest or unlawful conduct of anyone subject to the provisions of the Code.

4.5 Transparency

Interkom promotes the fundamental value of providing correct information to shareholders and competent bodies and organisations with regard to significant facts pertaining to the management and the financial situation of the Company, and at no time will it justify any actions from its collaborators aimed at impeding control from the competent bodies and organisations. Therefore, everyone subject to this Code, when required by the law, must provide full, transparent, comprehensible, and accurate information, in order to allow stakeholders to take autonomous and informed decisions with regard to the interests, alternatives and consequences involved when interacting with the company. The Management applies the highest level of transparency to its decision processes to ensure its modus operandi can be traced and subsequently assessed.

In the same way, Interkom is committed to fully and transparently complying with all applicable tax obligations and, where required, will collaborate with the financial administration. Tax returns and payments are mandatory by law but are also the Company’s ineluctable duty and responsibility.

Therefore, the violation of any applicable tax regulation is absolutely against the Company’s interests.

4.6 Confidentiality

The Company adopts measures to ensure the confidentiality of the information in its possession and does not request or provide non-essential data to third parties, in compliance with the applicable personal data protection regulations. Additionally, anyone subject to this Code is required to treat all information acquired through activities carried out on behalf of the Company with maximum confidentiality.

Company data and information must be processed exclusively for work purposes and in any case sensitive personal data cannot be divulged without the explicit consent of the data subjects, which means that confidential company information cannot be divulged without prior authorisation.

Interkom is committed to preventing digital obsolescence issues with reference to any data and documents it retains and stores, and makes sure that digitally archived data is not lost following the adoption of new technology that does not “recognise” previously supported formats.

4.7 Free and fair competition

Interkom intends to safeguard fair competition and condemns any form of collusion, unfair conduct, or abuse of dominant position. The principle of honest and fair competition is held in the highest regard.

In compliance with national and EU antitrust laws and the provisions and guidelines of the Italian Competition Authority, Interkom is committed not to act or sign agreements with other companies or bodies that may negatively impact on the market’s competition system. The Company condemns any form of unfair competition and any event of serious disturbance on the market.

4.8 Company reputation and credibility

In line with the principles listed above, Interkom considers the good reputation and good name and credibility of the Company as objective immaterial values that must be protected and upheld in all activities carried out by anyone subject to this Code.

Therefore, everyone subject to this Code must avoid any conduct that may damage, compromise, or simply put at risk the good name and ethical and commercial credibility of the Company and at the same time take upon themselves to consolidate its reputation outside the corporate structure.

4.9 Fight against corruption

Through the OMCM and other company initiatives, the Company, coherently with the principles of legality, honesty, and transparency mentioned above, applies the measures required to prevent and avoid corruption, monitoring them to ensure they remain relevant at all times.

In particular, it does not allow payments or other forms of corruption aimed at obtaining a direct or indirect advantage for the Company, and forbids any donations, gifts, or rewards to the public administration or private individuals that go beyond a normal act of hospitality and courtesy.

4.10 Labour protection

The Company constantly promotes a reliable health protection policy based on individual and collective prevention measures, in order to reduce the risk of workplace accidents to a minimum. All workers are required to actively maintain the highest health and safety standards, in compliance with the applicable legislation (Legislative Decree 81/2008 and subsequent modifications and integrations), duly reporting any shortcomings in the safety system or any activities damaging for assets or harmful for human resources they may become aware of during their work.

4.11 Environmental protection

Focusing its core business on one food product, coffee, which has a strong connection with nature, Interkom aims for a development model based on environmental sustainability and its commercial choices take into consideration the eco-compatible values promoted by the certifications that the Company is proud to have obtained (Fair-Trade, UTZ, Rainforest Alliance, Certified Organic Operator, as per article 92-ter Regulation EC No. 889/08).

4.12 Conflict of interest prevention

The Company opposes the arising of any conflict between company interests and other individual interests that may affect a person’s objectivity and judgement in their relation with the Company. For this reason, nobody subject to the Code is permitted to use their position as means to achieve any purpose other than the interests of the Company itself, which must always be the only purpose of every conduct, in total synchrony with OMCM rules and this Code. Should anyone suspect of finding themselves, even potentially, in a conflict of interest situation involving the Company’s interests, they must immediately abstain from taking any further action and inform their line manager or the BoD to allow one of these subjects to duly replace them and avoid any damage that may be caused to the Company by the interruption of the process in which they were meant to participate.

5 EXTERNAL RELATIONS

5.1. Relations with shareholders

The Company creates the conditions to ensure that shareholder participation in decision making is widespread and conscious, promotes equal access to information, and guarantees shareholders full protection from operations that administrators may carry out in conflict with the Company’s interests.

At the same time, Interkom prevents all forms of hidden power, making sure shareholders do not interfere with the work of the administrative body.

When setting the Company’s objectives, administrators must be inspired by the principles in the Code of Ethics and reject any illicit solicitations from inside or outside the corporate structure.

5.2. Relations with related parties

Relations with subsidiaries and associated companies are based on mutual respect for each other’s business autonomy and structured to avoid management and co-ordination abuses in violation of the principles of good corporate management.

5.3. Relations with public administrations

Establishing personal relations to obtain favours or to directly or indirectly influence or affect the outcome of relations with national or international public administrations bodies, is forbidden.

During any process aimed at obtaining an administrative decision, everyone subject to this Code commits:

not to offer work/commercial opportunities to public officials involved in the negotiation or the case, nor to their families and close relations.
not to inappropriately influence the decisions of the officials or personnel who have decision-making power on behalf of the public administration.
not to offer gifts, goods or any kind of benefits that may be interpreted as means to obtain favours or as compensation for an act that is due or contrary to their official duties, to public officials or personnel of the public administration, or their family and close relations.

5.4. Relations with customers

The Company aims to offer maximum satisfaction to its customers. Therefore, anyone who establishes any kind of direct relationship with customers on behalf of Interkom must behave politely, with courtesy, willingness to help, competence, and professionalism, especially during the most delicate stages such as receiving complaints, offering credit, and recovering credit, doing their best to satisfy all customer requests equally, without discrimination.

Without prejudice to the principle of non discrimination, Interkom carefully evaluates customer profiles to avoid establishing business relations with subjects who do not meet the moral and integrity requirements set by the company in this Code, or who do not operate within the bounds of the law.

5.5. Relations with suppliers

When selecting its suppliers, Interkom is free to negotiate and do business worldwide with any raw coffee bean producer or other service provider, always offering equal opportunities to all subjects involved in the negotiations, without discrimination, and operating fairly and impartially. The Company’s decisions are mainly based on objective criteria, for example, quality of the goods or services offered, capability, efficiency, experience and, only as a secondary criteria, economic advantage. Interkom does not select its suppliers based on personal acquaintance or favouritism.

As part of each goods or service supply arrangement, the Company requires suppliers to act with maximum respect for the principles set by this Code. It considers the ethical integrity of its counterparts paramount and expects them to act in harmony and in line with the principles adopted by Interkom, based on the rules of conduct listed below.

6 THIRD PARTY CODE OF CONDUCT

Hereby we define the collection of rights, duties, and responsibilities with regard to the ethical conduct that Interkom expects from its suppliers of goods and services, including operators in the raw coffee bean production and distribution chain.

6.1 Legality

Suppliers and external partners who collaborate with Interkom are required to comply with all laws, rules, regulations, and applicable treaties, including but not limited to anti-corruption laws, and laws on competitiveness, commercial conduct, ingredient quality, environmental standards, health and safety at work, privacy and data protection, working and employment conditions, and any other law applicable to products and/or services provided to Interkom in the countries in which the suppliers or partners are based.

6.2. Health and safety at work and environmental protection

Suppliers and external partners are required to ensure a healthy and safe work environment to anyone working on their sites and plants, focusing on the health and safety of workers and complying with all environment and safety laws and regulations applicable in the countries in which they operate.

6.3. International trade regulations

In consideration of the global extent of its activities and development of new markets, which dictate the need to understand and apply customs laws and international trading and fiscal laws, Interkom requires its suppliers and external partners to comply with all import, export, and trading regulations applicable worldwide. Compliance with fiscal and customs laws builds trust from customers, financial authorities, and public opinion, while any irregularities may cause serious economic and reputational damage to Intercom and the operators in its supply chain.

6.4. Working conditions and respect of human rights

Interkom strongly opposes the use of forced or child labour, slavery, human exploitation and other illegal labour practices.

Company policy requires not to establish business relations with any external partner known to violate employment laws or use other inhumane labour practices including exploitation, corporal punishment, abuse, involuntary servitude, and other forms of mistreatment that may lead to or encourage the illegal procurement of labour in conditions of slavery, for example, through human trafficking.

Interkom is committed to respecting human rights everywhere in the world and aims to work with partners who uphold the following standards in compliance with the applicable law:

− equal opportunities for all workers at all levels, regardless of colour, race, gender, sexual identity, age, ethnicity, nationality of origin, sexual orientation, civil status, religion, war veteran status, disability, or any other characteristic protected by the law.

− healthy and safe work place that promotes a healthy and protected environment.

− wages in line with the applicable laws and regulations.

− working hours and extra time wages in line with local laws.

− freedom of association for workers and recognition of all trade union and collective organisation and negotiation rights.

6.5. Quality standards

Interkom establishes commercial relations only with suppliers and external partners who produce, package, ship, store, or hold products in ways that comply with the good manufacturing, storage and distribution practices applicable in their sector.

7. Code of Ethics application

The Company is committed to ensuring that the contents of this Code are effectively and appropriately diffused to anyone subject to its provisions, in order to be understood and applied by all parties involved in its activities. To this end, the Code of Ethics is published on Interkom’s website and made accessible to all stakeholders and interested third parties.

The Company is committed to defining the responsibilities and implementing the procedures, processes, and instructions necessary to ensure that the above-mentioned values are upheld and reflected in the conduct of everyone subject to this Code and, where applicable, establishing sanctions for any violations. Compliance with the rules of the Code must be considered an essential part of the contractual obligations of employees and outsourced personnel operating on behalf of the Company.

Therefore, the application of this Code is part of the personal responsibilities of anyone subject to its provisions. Once informed, no one will be able to justify their non-compliance with the fact that they were not aware of the provisions of this Code.

The values and principles set in this Code of Ethics will be part of the personal training aimed at sharing knowledge of its content and providing the awareness and understanding of its mechanisms and procedures to translate the ethical principles in actual behaviour during everyday activities in the workplace.

7.1 Sanctions

When constituting disciplinary offences, violations of the principles in this Code lead to disciplinary procedures regardless of any criminal proceedings taking place, if the conduct constitutes a crime.

Agreements on the provision of goods, services, and professional collaboration will include express resolutory clauses – pursuant to article 1456 of the Italian Civil Code – enforceable in relation to conducts that violate the principles of this Code.

7.2 Code of Ethics Violations in connection with Legislative Decree 231/2001

The adoption of the ethical principles relevant to the prevention of the crimes defined in Legislative Decree 231/2001 constitutes an essential element of the preventive control system put in place by Interkom through the adoption and effective implementation of the OMCM.

To this end, the rules of conduct set by this Code are a reference that everyone subject to its provisions must comply with in their relations with public and private interlocutors, and their violation may be sanctioned based on the disciplinary system in place for violations of the Model (including this Code of Ethics), pursuant to article 7, paragraph 4, lett. b), of Legislative Decree 231/2001.

7.3 Supervisory Body

Pursuant to article 6, paragraph 1, lett. b), of Legislative Decree 231/2001, Interkom has established an internal body, known as the Supervisory Body – whose characteristics are described in the OMCM – to monitor implementation and compliance with the Code of Ethics and the OMCM itself. This body is independent from the administrative body, separate from all other Interkom organs and functions, and has autonomous powers of initiative and control, including in terms of implementing the Code of Ethics.

The Supervisory Body has the following duties:

monitor the implementation and compliance with this Code and promote constant improvement in terms of corporate ethics.
provide support to interpret and implement the Code to anyone subject to its provisions.
set up training programmes for anyone subject to the Code in order to ensure better knowledge of its objectives and content as well as of the consequences of its violation.
receive and assess Code violation reports, promoting the most adequate enquiries.
ascertain Code violations.
propose Code amendments and integrations to the administrative body, when necessary.

7.4 Violation Reports

Everyone subject to this Code, inside and outside the Company, is required to report in writing any violations of this Code committed by anyone subject to its provisions, by sending an email to the Supervisory Body at the address published on the Company’s website.

The Supervisory Body is committed to protecting whistle-blowers from retaliation and keeping their identity secret, unless otherwise required by specific legal obligations.

Obviously-unfounded reports will be sanctioned via the disciplinary system adopted by the Company pursuant to article 7, paragraph 4, lett. b), of Legislative Decree 231/2001.

8 Final Provision

This Code is applied in conjunction with the provisions in the OMCM adopted by the Company.

The Code automatically absorbs every corporate rule and directive, present and future, introduced to comply with the applicable laws and regulations, with particular focus on prevention and repression of crimes committed by corporations, creating a valid legal reference for company operations and supply chain operators.

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