1. Premise

This Code of Ethics (the “Code”) summarizes the principles of conduct that directors, managers, employees and collaborators in any capacity, as well as the suppliers of Re Sole S.r.l. must respect in conducting business activities, performing work performance and, in general, in relationships internal and external to the company itself. It has no claim to exhaustiveness.

This Code of Ethics, adopted by the Shareholders’ Meeting of King Sun S.r.l. (hereafter also called King Sun or the company) constitutes a platform of ethically relevant behaviors whose observance is considered of great importance for the good functioning, reliability and reputation of the Company.

The adoption of this document is aimed at spreading the values of fairness, loyalty, integrity and transparency that must shape the actions and behaviors of the subjects operating for Re Sole S.r.l.

The company respects the Code in all its activities both in Italy and abroad: the Code binds members, directors, employees and collaborators, as well as suppliers of Re Sole S.r.l. wherever they operate; all recipients of this Code are required to observe, in any situation and context, the content and guiding principles within their specific functions, attributions and activities.

The directors of the company must comply with it, in proposing and carrying out the projects, actions and investments useful to increase in the long term the economic value of the enterprise and the well-being of its employees, customers and suppliers.

The employees of the company must commit themselves to compliance with the laws and regulations in force in the national territory and, in the presence of doubts and concerns about how to proceed, they must ask their direct superiors to offer the necessary operational directives and information.

Each recipient of this Code of Ethics is expressly required to know the content, to actively contribute to its implementation and to report any shortcomings and violations.

The Code is made available to everyone in electronic format on the company’s website and anyone can obtain a hard copy by asking the Management.

The Code of Ethics contains all the rights, duties and responsibilities that Re Sole S.r.l. has towards the so-called “stakeholders”, a category in which members, directors, employees, suppliers, customers, institutions and, in general, third parties who come into contact with the Company must be included.

The recipients are therefore called upon to respect the values and principles set out in the Code of Ethics and are required to protect, through their own behaviors, the respectability and image of the Company as well as the integrity of its economic and human heritage.

In view of the importance of the Code of Ethics, the company undertakes to promote and disseminate its knowledge, as well as to ensure that the requirements contained in it are respected by intervening, if necessary, with the corrective actions considered most suitable.

  1. Scope

This Code of Ethics contains the behavioral rules that must always be respected in the context of the activities carried out for the Company and constitutes the guideline in relations between work colleagues, with customers, suppliers, other companies, associations and institutions.

Re Sole S.r.l. undertakes in its relations with its counterparts, to inform them of the existence of this Code of Ethics and to give adequate publicity in general.

Compliance with company rules and procedures, as well as the contents of this Code, is an essential part of the contractual obligations of the workers pursuant to and for the effects of Article 2104 of the Civil Code. Any violation of the requirements contained in the Code of Ethics will, therefore, be considered by the Company as a breach of the relationship of trust with the company and may constitute non-compliance with the primary obligations of the employment relationship or disciplinary offence pursuant to applicable laws and CCNL; it may also, where appropriate, result in compensation for damages resulting from the infringement itself. Violations committed by consultants and external professionals will be sanctioned in accordance with the provisions of the relevant assignments.

  1. General principles of conduct

All activities carried out in the name and on behalf of Re Sole S.r.l. must be carried out in absolute compliance with the laws and regulations in force in the country in which the Company operates.

The company – and anyone who operates in the name and on behalf of the company – undertakes to diligently acquire the necessary knowledge of the legal rules and regulations applicable to the performance of its functions.

In particular, Re Sole S.r.l. considers the essential principle of its activity and organization also respect the principles and rules provided for by the Code of Practices (2019) of the Responsible Jewellery Council, an international reference standard for the jewelry supply chain: adherence to these rules and principles is stated in the RJC Programmatic Policy adopted by the Company and made public and knowable to employees , collaborators, members, customers, suppliers and the public, and which is considered to be fully recalled here.

If the Recipients are aware that employees, consultants, collaborators, agents, suppliers, business partners and all those who operate in the name or on behalf of Re Sole S.r.l. do not comply with the provisions of this Code and the RJC Policy in carrying out activities carried out in the interest or on behalf of the companies Re Sole S.r.l., they must demand compliance with and , failing that, stop the collaboration.

The adoption of an impeccable behavior from an ethical point of view is what allows to maintain and increase that heritage of trust, quality and seriousness, which Re Sole S.r.l. has accumulated over the years of activity.

  1. Business activities

The performance of the company’s activity in general and the performance of the work activity of each of the recipients of this Code of Ethics, must be based on compliance with the general principles of conduct highlighted in the previous art. 3 and RJC Policy Policy, which are key principles that can be defined.

The Recipients must operate in full compliance with the organizational and management rules, within the limits of the spending programs and the operating methods approved by the competent corporate bodies.

Re Sole acts in its corporate activity respecting the fundamental rights of each individual, protecting their moral integrity and ensuring equal opportunities.

Within it, the company wants to maintain a serene working environment, in which everyone can work in compliance with laws, principles and shared values; in particular, King Sun does not tolerate any form of isolation, exploitation or harassment for any cause of discrimination, for personal or work reasons. Any type of discrimination based on the diversity of race, language, colour, faith and religion, political affiliation, nationality, ethnicity, age, sex and sexual orientation, marital status, invalidity and physical appearance, economic and social status is therefore expressly prohibited; concessions of any privilege linked to the reasons listed above are also prohibited, subject to the provisions of the rules in force.

Employees, collaborators and business operators are a fundamental asset for the success of the company. For this reason, King Sun protects and promotes the value of human resources in order to improve and increase the heritage and competitiveness of everyone’s skills.

Pursuing these principles and rewarding, compatible with the economic situation of the company, exclusively according to those criteria, Re Sole ensures the protection of the principle of equal opportunities and manages on this basis career advancements and remuneration, in a continuous and balanced comparison with the reference market, ensuring transparency, seriousness, correctness and clarity on the methods of evaluation applied.

4.1 Fight against corruption

The company rejects corruption as a means of conducting its own affairs. It is therefore not permissible under any circumstances to bribe or even attempt to bribe holders of elected public office, public officials or public service representatives, as well as private individuals. In particular, no one can offer, promise or give money or other benefits to obtain undue benefits for the Group or for itself. In addition, no one can claim money or other benefits to perform undue performance.

It is allowed to make gifts provided that they are of modest value and authorized by the functions in charge or by the Administrator.

Anyone who becomes aware of any form of violation of this precept must promptly inform the Company.

4.2 Initiatives of collective interest

Re Sole S.r.l., if it deems it appropriate, can support programs aimed at realizing utilities and benefits for the community, as well as the activities of Foundations and Associations, always in compliance with current Regulations and the principles of this Code.

In the event that Re Sole S.r.l. wants to make donations in cash, equipment or goods, these will be entered and kept under control in a special computer register.

4.3 Contributions and sponsorships

Re Sole S.r.l. may decide to adhere, in accordance with its financial situation, to requests for contributions limited to proposals from openly non-profit organizations and associations, with regular statutes and constituent acts, which are of high cultural or charitable value or that involve a large number of citizens. Sponsorship activities, which may cover the themes of social, the environment, sport, entertainment and art, are intended only for events that offer guarantees of quality or for which the company can collaborate in the design, in order to guarantee its originality and effectiveness.

In choosing the proposals to which to adhere, Re Sole S.r.l. pays particular attention to any possible conflict of personal or corporate interests, such as:

  • Kinship with stakeholders
  • Links with bodies which can, for the tasks they carry out, in some way promote the activity of the enterprise.

4.4 Conflict of Interest

All persons of Re Sole S.r.l. are required to avoid situations in which conflicts of interest may occur and to refrain from personally taking advantage of business opportunities, of which they have become aware during the performance of their duties. No person who has relations with a person of King Sun S.r.l. must be able to take advantage of it improperly, by virtue of his relationship with the person himself.

In the event that even the appearance of a conflict of interest occurs, the person is required to communicate it to his Manager, who, in accordance with the procedures provided, informs the competent function that evaluates its actual presence on a case-by-case basis. The person is also required to give information about the activities carried out outside the work environment, in case these may appear in conflict of interest with Re Sole S.r.l.

By way of example and not limited to, the following situations may lead to a conflict of interest:

  • have economic interests with suppliers, customers, or competitors (possession of shares, professional assignments, etc.) also through family members, understood as father, mother, spouse, brothers or sisters, legitimate descendants of first degree;
  • carry out work, including by a family member, with suppliers;
  • work activity in concurrent with that carried out within the company to which it belongs.

4.5 Information management

Each Recipient must know and implement the provisions of the company’s information security policies to ensure their integrity, confidentiality and availability.

It is required to process its documents using clear, objective and exhaustive language, allowing them to be consulted by colleagues, managers or external subjects authorized to request them. For example, all information relating to:

  • design
  • any product and customer information
  • commercial, management, industrial and strategic plans
  • financial transactions
  • personal data of employees
  • customer and collaborator lists
  • anything else is part of industrial, commercial and management know-how.

4.6 Privacy protection

In the processing of personal data of its staff, Re Sole S.r.l. complies with the provisions contained in Legislative Decree 196/2003 and in the EU Regulation 2016/679. People are given a privacy policy that identifies:

  • Purpose and method of processing
  • Any subjects to whom the data are communicated
  • Information necessary for the exercise of the right of access

In cases where the legislation so demands, people are asked for consent, to the processing of their personal data. Any investigation of personal ideas, preferences, tastes and, in general, the private lives of employees and collaborators is excluded.

People need to know and implement what is required by company policies, in terms of information security, to ensure their integrity, confidentiality and availability. They are required to process their documents using clear, objective and exhaustive language, allowing any verification by colleagues, managers or external subjects authorized to request them.

  1. Conduct and behaviour in relations with the public and the community

5.1 Customers

The relationship with the customer must favor, as far as possible and in compliance with company procedures, maximum customer satisfaction. Customers must be given comprehensive and accurate information about the products and services provided to them so that they can make informed choices.

In its relations with its Customers Re Sole S.r.l. also applies the principles of KYC (Know Your Counterparty) and in general:

1. Accurately track all transactions, minimizing cash transactions according to the limits laid down by the law on the subject and in any case ensuring their full traceability.
2. Monitors and acquires all the information related to the actual ownership and ownership of customers and the nature of the activities, as permitted by the market and according to the relevant laws.
3. It periodically analyses the risks associated with this area with the aim of preventing situations that are not in line with or not in line with the principles set out above.

5.2 Suppliers

In the choice of supplier, as well as in the determination of the conditions of purchase of goods and services for the company Re Sole S.r.l., we must try to obtain the maximum competitive advantage for the company, selecting the supplier who is able to provide goods and services of the quality required on the most convenient terms and conditions and in compliance with the principles on which Re Sole S.r.l. is inspired.

In this regard, it is necessary to guarantee the ethical responsibility not only of the company, but also of the entire chain of our Suppliers in full compliance with RJC principles.

In compliance with this company policy, it is reiterated that relations with suppliers, as well as those with Customers described above, also follow the principles relating to Know Your Counterparty and specifically:

  1. accurately tracking all transactions, minimizing cash transactions according to the limits laid down by the law on the subject and in any case ensuring their full traceability.
  2. monitoring and acquiring all information related to the actual ownership and ownership of suppliers and the nature of the activities, as permitted by the market and according to the relevant laws.
  3. periodically analysing the risks associated with this area with the aim of preventing situations that are not in accordance with or not in line with the principles set out above.

6. Human resources management

Human resources form the foundation of the enterprise. The success of Re Sole S.r.l. also depends on the professionalism and diligence of human resources. They are therefore fundamental principles of human resource management:

  1. offer equal employment opportunities in terms of recruitment, pay, overtime, access to training, promotion, termination of employment or retirement without discrimination of race, ethnicity, caste, nationality of origin, sex, age, sexual orientation, physical or mental disabilities, religious belief, political affiliation, union membership, civil status, pregnancy, physical appearance, AIDS or any other applicable basis;
  2. ensure fair, meritocratic and in any case strictly professional treatment for any decision relating to the employment relationship with its external employees and collaborators;
  3. to spread and consolidate a culture of safety in the working environment and to work to preserve, above all through preventive actions, the health and safety of workers, both from a physical and mental point of view;
  4. ensure the protection of employees’ privacy and their right to work without being subjected to unlawful conditioning;
  5. Respect the right of employees to collective bargaining and free association;
  6. To ban child labour in all its forms;
  7. Ensure that no worker is subjected, in any form whatsoever, to forced labour, corporal punishment, wearisome activities, degrading treatment, sexual or physical harassment, physical or verbal psychological abuse, coercion, intimidation or threats;
  8. Require its employees, each to be competent, to behave in accordance with the principles set out in the preceding points.

Employees are prohibited from:

  1. the pursuit of personal interests to the detriment of corporate interests;
  2. the exploitation of the name and reputation of King Sole S.r.l. for private purposes and similarly the exploitation for personal purposes of the position held within Re Sole S.r.l. and the information acquired during the work performance;
  3. the adoption of attitudes that could compromise the image of society;
  4. the use of social goods for purposes other than those of their own;
  5. unnecessary consumption or non-rational use of resources and resources;
  6. the dissemination to third parties or the use for private purposes or otherwise improper information and news regarding Re Sole S.r.l.;
  7. the performance of work tasks (including free of charge) in opposition to or in competition with the company;
  8. Hours of overtime if not previously approved by the administration upon written request (and in any case always in compliance with the reference CCNL);
  9. The possession on computer tools or media or at the premises of the establishments of Re Sole S.r.l. of pornographic material or virtual images made using images of children under eighteen years of age.

The interruption or termination of the employment relationship with the company, regardless of the cause, does not justify the disclosure of confidential information or the externalization of considerations that may harm the image and interests of the company.

Employees are required to use the goods made available to them in compliance with their intended use and in order to protect their conservation and functionality.

  1. Administrative and accounting management
The keeping of company accounts is based on criteria of fairness, transparency and completeness. Only true records which meet the true nature of the transactions carried out shall be recorded in the accounting records.
Every person operating within the company is required to cooperate fully so that the management facts are correctly and promptly represented in the company’s accounts

Each entry in the books must reflect the nature of the transaction, representing both its formal and substantive aspects, and must be accompanied by adequate supporting documentation so as to allow a thorough reconstruction of the operation.

For each accounting survey that reflects a corporate transaction, adequate supporting documentation must be kept. This documentation should make it possible to identify the reason for the operation that generated the detection and its authorisation.

  1. Supervision of the implementation and adequacy of the Code of Ethics

The task of supervising the application of the Code of Ethics and the task of taking care of any updates that may be necessary or appropriate, is entrusted to the RJC Committee established within the corporate organization of Re Sole S.r.l.

The RJC Control Committee will report periodically, at least annually, on the verification activities carried out, regarding the application and adequacy of the Code of Ethics.

The RJC Committee of Re Sole S.r.l., at the request of the same, must be provided with all the information necessary to verify that the Code of Ethics is correctly applied, is respected and is adapted to the activities carried out, as well as allow the RJC Committee the possibility of access directly to its offices in order to acquire information and documentation necessary for the control activity.

8.1 Dissemination and communication

Re Sole S.r.l. undertakes to disseminate the Code of Ethics, using all the means of communication and the opportunities available such as, for example, the company website.

Internally, the adequate knowledge and understanding of the Code of Ethics by all the staff currently in force, is ensured through the sending of this code of ethics by email.

In the face of any updates and changes, the code of ethics will be disseminated again through the channels described above.

8.2 Entry into force, coordination with business procedures, updating and changes

This Code of Ethics was adopted by the company Re Sole S.r.l. on 23.04.21 with immediate effect

The Code of Ethics does not replace the current and future business procedures that continue to be effective to the extent that they are not contrary to the Code of Ethics. The Recipients are required to comply with the Code of Ethics as an essential part of the obligations assumed due to the relationship established with the company.

Any violations will result in disciplinary sanctions against employees of companies, in accordance with the provisions of the applicable legal and contractual rules. Directors and Members of the Company, as also recipients of this Code of Ethics, acknowledge that compliance with the Code of Ethics is a prerequisite for the continuation of the existing professional relationship.

Decisions regarding the measures to be taken as a result of violations of this Code of Ethics are the responsibility of the members of the company Re Sole S.r.l.

Any update, modification or addition to this Code of Ethics must be approved by the members of the company Re Sole S.r.l.

Vicenza, 23 april 2021

The Legal Representative

ATTANASIO GRIGORIADIS