Organisation Model Dolce & Gabbana Beauty

Italian Legislative Decree no. 231 dated 8 June 2001, containing “Rules on the administrative liability of legal persons, companies and associations, including those without legal personality” (hereinafter referred to also as “Lgs. D. 231/2001″ or even just the “Decree”), which entered into force on 4 July 2001 and implementing art. 11 of the Delegated Law no. 300 of 29 September 2000, introduced, into the Italian legal system, in accordance with the European provisions, the administrative liability of entities, where “entities” means commercial, business corporations, partnerships and associations, even without legal personality.

This new form of liability, although defined as “administrative” by the legislator, has the characteristics of criminal responsibility, since the competent criminal judge is responsible for ascertaining the offences from which it derives, and the same guarantees of the criminal trial are extended to the company.

The administrative liability of the entity derives from the commission of offences, expressly referred to in Lgs. D. 231/2001, committed, in the interest or to the advantage of the entity itself, by natural persons who hold positions of representation, administration or management of the entity or of one of its organizational units with financial and functional autonomy or who exercise, also de facto, the management and control thereof (the so-called “Top Managers”), or who are subject to the management or supervision of one of the above-mentioned persons (the so-called “Subordinates”).

In addition to the existence of the requirements described above, Lgs. D. 231/2001 also requires that the culpability of the entity is ascertained, in order that its liability is found. This requirement is ultimately attributable to a “fault of organisation”, to be understood as a failure on the part of the entity to adopt adequate preventive measures to prevent the commission of the offences listed in the following paragraph, by the persons identified in the Decree.

Where the entity is able to demonstrate that it has adopted and effectively implemented an organization capable of avoiding the commission of such offences, through the adoption of the organizational, management and control model envisaged by Lgs. D. 231/2001, the latter shall not be liable for administrative responsibility.

1.2. The offences envisaged by the Decree

The offences, the commission of which give rise to the administrative liability of the entity, are those expressly and exhaustively referred to in Lgs. D. 231/2001 and subsequent modifications and integrations.

The offences currently included in the scope of application of Lgs. D. 231/2001 are listed below. However, it is a list bound to expand in the near future:

1. Offences against the Public Administration (articles 24 and 25).

2. Cybercrime offences and unlawful processing of data introduced in the Decree by Italian Law 48/2008 (art. 24 bis)

3. Organized crime offences introduced into the Decree by Italian Law 94/2009 (art. 24 ter)

4. Offences relating to counterfeiting coins, public credit cards, stamped values and in instruments or signs of recognition, introduced in the Decree by Italian Law 409/2001 and amended by Italian Law 99/2009 (art. 25 bis)

5. Offences against industry and commerce, introduced in the Decree by Italian Law 99/2009 (art. 25 bis 1)

6. Corporate offences, introduced by Italian Lgs. D. 61/2002 and amended by Italian Law 262/2005 (art. 25 ter)

7. Offences with the purpose of terrorism or subversion of the democratic order, introduced in the Decree by Italian Law 7/2003 (art. 25 quater).

8. Practices of mutilation of female genital organs, introduced in the Decree by Italian Law 7/2006 (art. 25 quater 1)

9. Offences against the individual personality, introduced in the Decree by Italian Law 228/2003 and amended by Italian Law 38/2006 (art. 25 quinquies)

10. Market abuses, introduced in the Decree by Italian Law 62/2005 and amended by Italian Law 262/2005 (art. 25 sexies)

11. Transnational offences introduced in the Decree by Italian Law 146/2006

12. Negligent acts committed in violation of accident prevention legislation and the protection of hygiene and health at work, introduced in the Decree by Italian Law 123/2007(art. 25 septies)

13. Money laundering offences, introduced in the Decree by Italian Lgs. D. 231/2007 (Article 25 octies)

14. Offences relating to non-cash payment instruments, introduced in the Decree by Italian Lgs. D. 184/2021

15. Offences relating to copyright infringement, introduced in the Decree by Italian Law 99/2009 (art. 25 novies)

16. Offence of inducement not to make statements or to make false statements to the judicial authority, introduced in the Decree by Italian Law 116/2009 (art. 25 decies)

17. Environmental offences, introduced in the Decree by Italian Lgs. D. 121/2011 (art. 25 undecies)

18. Offence of employment of third-country nationals whose stay is irregular, introduced in the Decree by Italian Lgs. D. 109/2012 (art. 25 duodecies)

19. Offence of Racism and xenophobia propaganda and incitement to crime on the grounds of ethnic and religious racial discrimination (art. 604-bis of the Criminal Code) introduced by Italian Law no. 167/2017 (art. 25 terdecies)

20. Offence of Fraud in sporting competitions, unlawful gaming or betting and gambling by means of prohibited devices introduced by Italian Law 39/2019 (art. 25 quaterdecies)

21. Tax Offences, introduced by Italian Lgs. D. 124/2019 (art. 25 quinquiesdecies)

22. Smuggling offences, introduced by Italian Lgs. D. 75/2020 (art. 25 sexiesdecies)

23. Offences against cultural heritage, introduced in the Decree by Italian Law no. 22/2022

24. Recycling of cultural assets and devastation and looting of cultural and landscape assets, introduced in the Decree by Italian Law no. 22/2022

Please refer to the document “Annex 1_Extended List of offences” for the indication of all the criminal offences referred to by Lgs. D. 231/2001.

1.3. The sanctions imposed by the Decree

The sanctions system provided for by Lgs. D. 231/2001, against the commission of the offences listed above, provides for the application of the following sanctions, depending on the offences committed:

financial penalties;
disqualification penalties;
forfeiture;
publication of the ruling.

The disqualification penalties, which may be imposed only where expressly provided for and also as an interim relief, are as follows:

prohibition to exercise the activity;
suspension or revocation of permits, licenses or concessions relating to the offence;
prohibition on negotiating with the Public Administration;
exclusion from benefits, financing, contributions and subsidies, and/or revocation of those already granted;
prohibition on advertising goods or services.

Lgs. D. 231/2001 also sets out that if there are conditions for the application of a disqualification penalty that provides for the interruption of the company’s activity, the judge, instead of applying said sanction, may order the continuation of the activity by a judicial commissioner (Article 15 of the Decree) appointed for a period equal to the duration of the disqualification penalty that would have been applied, when at least one of the following conditions is met:

the company performs a public service or an essential public service, the interruption of which may cause serious harm to the community;
the interruption of the activity may cause significant repercussions on employment taking into account the size of the company and the economic conditions of the territory in which it is located.

1.4. Offences committed abroad

By virtue of article 4 of the Decree, the entity may be held liable in Italy for the commission of certain offences outside the national borders. In particular, Article 4 of the Decree provides that organisations with their head office in the territory of the State are also liable for offences committed abroad in the events and under the conditions laid down in Articles 7 to 10 of Italian Criminal Code, provided that the State of the place where the offence was committed does not take action against them.

Therefore, the entity is liable to prosecution when:

it has its head office in Italy, i.e. the actual location where administrative and management activities are carried out, which may also be different from the location of the company or registered office (entities with legal personality), or the place where the activity is carried out on an ongoing basis (entities without legal personality);
the State within whose jurisdiction the action was performed is not proceeding against the entity;
the request from the Ministry of Justice, to which punishment may be subordinated, also refers to the entity itself.

These rules concern offences committed entirely abroad by the Top Managers or Subordinates. For criminal conduct that has taken place, even only in part in Italy, the principle of territoriality pursuant to article 6 of the Italian Penal Code applies, on the basis of which “the crime is considered to have been committed in the territory of the State, when the action or omission that constitutes it has taken place there in whole or in part, or when the event that is the consequence of the action or omission has occurred there”.

1.5. Exemption condition of administrative liability

According to Article 6 of Italian Lgs. D. 231/2001 the entity shall not be held administratively liable if it proves that:

the management body has adopted and effectively implemented, prior to the commission of the offence, organizational, management and control models capable of preventing offences of the kind committed;
the task of supervising the functioning of and compliance with the models and ensuring that they are kept up-to-date has been entrusted to a body of the entity with autonomous powers of initiative and control (the Supervisory Body);
the persons have committed the offence by fraudulently circumvent the organizational, management and control models;
there was no omission or insufficient supervision by the Supervisory Body.

The adoption of the model of organizational, management and control, therefore, allows the entity to escape the charge of administrative responsibility. The mere adoption of such a document, by resolution of the entity’s administrative body, is not, however, sufficient as such to exclude said liability, since it is necessary that the model be efficiently and effectively implemented.

With reference to the effectiveness of the organizational, management and control model for the prevention of the commission of the offences provided for by Lgs. D. 231/2001, it is required that:

it identifies the business activities within which the offences may be committed;
it includes specific protocols intended to plan training and the implementation of the entity’s decisions in relation to offences to be prevented;
it identifies appropriate methods to manage financial resources to prevent offences from being committed;
it provides information obligations vis-à-vis the Body in charge of supervising the functioning and compliance with the models;
it introduces a disciplinary system suitable for sanctioning non-compliance with the measures contained in the organizational, management and control model.

With reference to the effective application of the organizational, management and control model, Lgs. D. 231/2001 requires:

a periodic assessment and, in the event that significant violations of the provisions imposed by the model are discovered or changes occur in the organization or activity of the entity or legislation changes, the modification of the organizational, management and control model;
the imposition of sanctions in the event of violation of the provisions imposed by the organizational, management and control model.

1.6. Confindustria “Guidelines”

Article 6 of Lgs. D. 231/2001 expressly provides that organizational, management and control models may be adopted based upon codes of conduct drawn up by the associations representing the entities.

The Confindustria’s Guidelines were approved by the Ministry of Justice with the Ministerial Decree of December 4, 2003.
The subsequent update, published by Confindustria on 24 May 2004, has been approved by the Ministry of Justice, which has judged these Guidelines as suitable for achieving the purposes envisaged by the Decree. These Guidelines were updated by Confindustria on 31 March 2008 and approved by the Ministry of Justice on 2 April 2008.

Finally, the aforementioned Guidelines were again updated in 2014.

The latest version adapts the previous 2008 text to the new legislation, jurisprudence and application practice enacted in the meantime, maintaining the distinction between the two Parties, general and special.

In particular, the main changes and additions to the General Part concern: the new chapter on the features of criminal liability and the summary table of prerequisite offences; the disciplinary system and sanctioning mechanisms; the supervisory body, with particular reference to its composition; the phenomenon of groups of companies.

The special part, which is an insight on prerequisite offences through specific case studies, was the subject of a substantial review, aimed not only at dealing with new cases of prerequisite offences, but also at introducing a method of schematic analysis that is easier to use for the operators concerned.

As provided for by the same Lgs. D. 231/2001 (art. 6, paragraph 3), the document was submitted to the Ministry of Justice for examination, which communicated its final approval on 21 July 2014.

In the definition of the organizational, management and control model, the Confindustria’s Guidelines provide for the following design stages:

the identification of risks, i.e. the analysis of the business context to highlight in which areas of activity and according to which methods the crimes envisaged by Lgs. D. 231/2001 may occur;
the preparation of a control system (protocols) suitable for preventing the risks of crime identified in the previous phase, through the assessment of the control system existing within the entity and its degree of adaptation to the needs expressed by Lgs. D. 231/2001.

The most relevant components of the control system outlined in the Confindustria’s Guidelines to ensure the effectiveness of the organisational, management and control model are as follows:

provision of ethical principles and rules of conduct in a Code of Ethics;
a sufficiently up-to-date, formalised and clear organisational system, in particular as regards the allocation of responsibilities, reporting lines and description of tasks with specific provision for control principles;
manual and/or computerized procedures that regulate the performance of activities, providing appropriate controls;
authorization and signatory powers consistent with the organizational and managerial responsibilities assigned by the entity, providing, where appropriate, adequate spending limits;
management control systems, capable of promptly reporting possible critical issues;
information and training of personnel.

The Confindustria’s Guidelines also specify that the components of the control system described above must comply with a series of control principles, including:

verifiability, traceability, consistency and appropriateness of every operation, transaction and action;
application of the principle of separation of functions and segregation of duties (no one can manage an entire process autonomously);
establishment, execution and documentation of control activities on processes and activities subject to the risk of crime.

Section Two

2. The Organisation, Management and Control Model of DOLCE&GABBANA S.r.l.

2.1. The process of drafting and implementing the Model

The Model, inspired to the Confindustria’s Guidelines, has been drawn up taking into account the structure and activities actually carried out by the Company, the nature and size of its organisation.

The Company has carried out a preliminary analysis of its business context and subsequently an analysis of the areas of activities and processes that present potential risk profiles in relation to the commission of the offences referred to in the Decree and deemed applicable to DOLCE&GABBANA BEAUTY S.r.l. (hereinafter the “Company” or “DOLCE&GABBANA BEAUTY”).

In particular, by way of example, the following aspects were analysed:

the history of the Company and the corporate context;
the industry it belongs to;
the organizational structure;
the existing Corporate governance system;
the system of delegated powers;
existing legal relationships with third parties;
the typical methods of conducting business;
the practices and procedures formalised and disseminated within the Company for the performance of business activities.

Based on the preliminary analyses, the company departments involved in the areas of activity that present potential risk profiles in relation to the commission of the offences mentioned have therefore been identified, as well as the subjects belonging to these functions who occupy key roles in the company organisation, the so-called Key Officers, in order to be able to conduct the interviews relating to the next phase of the investigation.

For the purposes of preparing this document, the Company therefore, through interviews with the Key Officers and document analysis:

identified the Sensitive Activities and Instrumental Processes, i.e. the areas in which it is possible that the Offences considered applicable to DOLCE&GABBANA BEAUTY are committed and the possible implementation methods thereof;
identified the operating methods for the execution of Sensitive Activities and Instrumental Processes, relating to the parties involved and the system for allocation of responsibilities;
identified the risks (Risk Assessment) of crime commission and analysed the Control System suitable to prevent potentially illegal behaviours.
identified appropriate control measures, necessary for the prevention of the aforementioned crimes or for the mitigation of the risk of commission.

The Model has therefore identified, in the light of the results of the so-called Risk Assessment activities, the general principles of behaviour and the rules of prevention, which must be implemented to prevent, as far as reasonably possible, the commission of the Offences relevant to the Company.

To this end, the Company has taken into account existing control and prevention instruments aimed at regulating corporate governance, such as the Articles of Association, the system of proxies and powers of attorney, contracts as well as operating procedures and instructions drawn up by individual corporate functions.

In particular, the results of the analyses carried out and described above attributable to the so-called Risk Assessment are contained or referred to in the documentation in which the evidence arising from it is formalised, with particular reference to the following elements:

sensitive activities and instrumental processes and their implementation methods;
the subjects involved in sensitive activities and instrumental processes;
examples of the possible methods of committing offences in the context of sensitive activities and instrumental processes;
the specific protocols and control systems identified by the Company to monitor/mitigate the “crime risks” attributable to sensitive activities and instrumental processes.

This documentation is a prerequisite of this Model and is kept at the Company’s registered office, making it available for possible consultation to the Board of Directors, the Statutory Auditors, the Supervisory Body and anyone entitled to view it.

2.2. Purpose of the Model

DOLCE&GABBANA BEAUTY, operates in the production, processing, packaging and marketing sector, both directly and through third parties, of perfumes, cosmetic and make-up . The Company also receives, through regular service contracts, legal, tax, treasury, IT and general services from Dolce & Gabbana S.r.l..

The Company is sensitive to the need to ensure conditions of honesty and transparency in the conduct of business and company activities, to protect its position, the expectations of the Shareholders and the work of its employees and is aware of the importance of adopting and effectively implementing an organizational, management and control model pursuant to Lgs. D. 231/2001, suitable for preventing the commission of unlawful conduct in the business context.

Consequently, by resolution of the Board of Directors on 28/06/2023, DOLCE&GABBANA Beauty S.r.l. approved the organizational, management and control (hereinafter, the “Model”), on the assumption that it constitutes a valid tool for raising awareness among recipients (as defined in paragraph 2.3) to adopt correct and transparent behaviour, such as to prevent the risk of committing the offences referred to in the Decree.

Through the adoption of the Model, the Company intends to pursue the following purposes:

prohibit behaviours that may constitute the types of offences referred to in the Decree,
spread awareness that the violation of the Decree, the provisions contained in the Model and the principles of the Code of Ethics may result in the application of sanctions (fines and disqualification) also against the Company;
develop the awareness in the Recipients, who operate in the processes affected by risks, that incurring in offences involves sanctions both against them and against the Company and raise their awareness on the set of duties and behaviours, that the Recipients are required to comply with and carry out in the exercise of their functions and/or assignments;
enable the Company, thanks to a system of control measures and constant monitoring of the proper implementation of this system, to prevent and/or promptly contrast the commission of offences relevant to the Decree.

To this end, the purpose of this document is to:

identify the areas or processes of possible risk within the company’s business, that is, those activities in which the possibility of committing the Offences is considered highest;
define the system of prevention protocols for each type of Crime and for each individual sensitive activity;
assign the SB the task of supervising the operation and compliance with the Model and of proposing its updating.

In the exercise of their autonomy, the individual companies of the Dolce & Gabbana Group are directly and exclusively responsible for the adoption and implementation of the respective Model. The adoption of the Model is resolved by the respective Boards of Directors bearing in mind the interest of the individual Company as a Company belonging to a Group.

In implementing these indications, the Subsidiaries assess, autonomously, further specific areas of risk in relation to the particular activity carried out, following the analysis of the company structure and operations.

2.3. Structure of the Model

This Sub-Contract consists of a:

General Part, which contains the principles and general rules of the Model itself, describes the regulatory framework of reference, the purposes, its structure, the Recipients and the essential elements of which it is composed, requirements, powers and functions of the Supervisory Body, the Sanctioning System, as well as the process of implementation and adoption of the same;
Special Part, which constitutes the heart of the Model itself and specifies the cases of offences that can be committed in the context of DOLCE & GABBANA BEAUTY S.R.L., as well as the methodological path used for the identification of sensitive activities, and the existing control measures for the prevention of the identified risk-crimes.

2.4. Recipients

The provisions of this Model are binding for the Directors and for all those who hold representation, administration and direction or management and control functions at DOLCE&GABBANA BEAUTY, including de facto, for employees (meaning all those who are linked to the Company by a subordinate employment relationship, including managers), for external collaborators subject to the direction or supervision of the Top Management of the Company and in any event those who act in the name and on behalf of the Company (hereinafter the “Recipients”).

2.5. Fundamental elements of the Model

With reference to the needs identified in Lgs. D. 231/2001, the fundamental elements developed by the Company in defining the Model can be summarized as follows:

The mapping of the “sensitive” activities, with examples of possible ways of committing offences and instrumental processes within which, in principle, the conditions and/or means for committing the offences included in the Decree could occur.
the provision of specific protocols to oversee the instrumental processes considered exposed to the risk of committing crimes;
the identification of ethical principles, integrated both in the Code of Ethics adopted by DOLCE & GABBANA BEAUTY, and, in more detail, in the Special Part of this Model;
The setting up of a Supervisory Body, with the assignment of specific tasks to supervise the effective implementation and application of the Model.
the adoption of a sanctioning system aimed at ensuring the effective implementation of the Model and containing the disciplinary measures applicable in the event of breach of the provisions contained in the Model and aimed at protecting whistleblowers from illegal conduct or breach of this Model (so-called Whistleblowing);
the definition of communication channels, which allow the submission, to protect the integrity of the Company, of detailed reports of illegal conduct, relevant pursuant to Lgs. D. 231/2001 or violations of this Model, guaranteeing the confidentiality of the identity of the whistleblower;
the performance of an information and training activity on the contents of this Model;
the procedures for the adoption and effective application of this Model as well as for the necessary modifications or additions to it (updating of the Model).

2.6. Code of Ethics and Model

As mentioned above, DOLCE&GABBANA BEAUTY, determined to base the performance of company activities on compliance with current laws and regulations and the principles of the Group to which it belongs, has formally adopted the Group Code of Ethics (hereinafter also “Code”). This Code establishes a series of principles of “business ethics” and rules of conduct that the Company recognises as its own and the compliance with which is required both to its corporate bodies and employees, as well as to third parties who, for whatever reason, have relations with it.

The Model, whose provisions are consistent and comply with the principles of the Code of Ethics, instead responds to specific requirements of Lgs. D. 231/2001, aimed at preventing the commission of the cases of offences included within the scope of operation of the Decree itself and is, therefore, binding on the Recipients as identified above.

Moreover, in consideration of the fact that the Code of Ethics also recalls principles of conduct also suitable for preventing unlawful conduct referred to in Lgs. D. 231/2001, said document becomes relevant for the purposes of the Model and constitutes, therefore, a complementary element to it.

2.7. Assumptions of the Model

Lgs. D. 231/2001 expressly envisages, in article 6, paragraph 2, letter a), that the Organizational, Management and Control Model of the Company identifies the corporate activities within the scope of which the offences included in the Decree may potentially be committed.

In preparing the Model, DOLCE & GABBANA BEAUTY, in order to analyse the areas of activity most exposed to the potential risk of committing crimes referred to in the Decree, has taken into account a series of assumptions that are summarised and detailed below in the Special Part.

In first lieu, the Company has analysed its organisational structure, represented in the Company Organisation Chart, which identifies Company Heads of Departments/Functions and highlights roles and hierarchical lines. This document is kept at the Company’s registered office by the Human Resources & Organization Department, which handles its archiving, making it available for possible consultation to anyone entitled to view it.

In preparing the Model, DOLCE & GABBANA BEAUTY also took into account its internal control system, analysed and evaluated on the basis of the information collected from company representatives (Directors and Function Managers), in order to verify its ability to prevent the types of crime provided for by Lgs. D. 231/2001 in the areas of activities identified as subject to risks.

More generally, the Company’s internal control system must guarantee, with reasonable certainty, the achievement of the objectives identified below:

operational objective of the internal control system, which concerns the effectiveness and efficiency of the Company in employing resources, in protecting itself from losses, in safeguarding company assets;
information objective, which translates into timely and reliable communications to allow the correct conduct of each decision-making process;
compliance objective, which ensures that all of the Company’s operations and actions are conducted in compliance with applicable laws and regulations.

In particular, the internal control system is based on the following elements:

segregation of duties through a clear distribution of responsibilities and appropriate levels of authorisation;
formalised attribution of powers, including powers of signature, in line with the responsibilities assigned;
truthfulness, verifiability, consistency, congruity and traceability of each operation and transaction;
existence of rules of conduct aimed at ensuring the exercise of company activities in compliance with the principle of legality;
information systems focused on segregating functions and protecting the information contained therein from unauthorised subjects, with particular reference to management and accounting systems;
control activities on processes and activities at risk;
internal communication system and staff training.

The personnel, within the scope of the functions performed, are responsible for the correct functioning of the control system consisting of all the verification activities that the individual corporate Directions/Functions carry out on the relating processes.

Section Three

3. Supervisory Board

Article 6, paragraph 1 of Lgs. D. 231/2001 requires, as a condition for benefiting from the exemption from administrative liability, that the task of supervising the compliance with and functioning of the Model, ensuring its updating, is entrusted to a Supervisory Body within the entity which, endowed with autonomous powers of initiative and control, continuously exercises the tasks entrusted to it.

In this regard, the Confindustria’s Guidelines specify that, although Lgs. D. 231/2001 allows to opt for both a single-member and multiple-members composition, the choice between one or the other solution must ensure the effectiveness of the controls in relation to the size and organisational complexity of the company.

The Decree requires the Supervisory Body to perform its functions outside the operational processes of the Company, reporting periodically to the Board of Directors, unbound from any hierarchical relationship with the Board itself and the individual heads of functions/directions.

In compliance with the provisions of Lgs. D. 231/2001, to the indications expressed by the Confindustria’s Guidelines and the guidelines from the caselaw relating to the relevant issue, the Board of Directors of DOLCE & GABBANA BEAUTY established the Supervisory Body with a collegial structure functionally dependent on the Board itself.

In particular, the composition of the Supervisory Body has been defined so as to ensure the following requirements:

Autonomy and independence: this requirement is ensured by the collegial composition, the presence of “qualified external” members and by reporting directly to the Board of Directors.
Professionalism: this requirement is guaranteed by the professional, technical and practical knowledge of the members of the Supervisory Body. In particular, the chosen composition ensures appropriate knowledge of the law and of control and monitoring principles and techniques, as well as of the Company’s organisation and main processes.
Continuity of action: with reference to this requirement, the Supervisory Body is required to constantly monitor, through powers of investigation, compliance with the Model by the Recipients, to ensure its implementation and updating, representing a constant point of reference for all DOLCE&GABBANA BEAUTY personnel.

3.1. Term of office, disqualification and revocation

The members of the Supervisory Body remain in office for three years of the date of their appointment and may in any event be re-elected. They are chosen from among subjects with an ethical and professional profile of indisputable value.

Company employees and external professionals may be appointed as members of the Supervisory Body. The latter must not have any relationship with the Company that could represent a conflict of interest.

The remuneration of the members of the Supervisory Body is defined by the Board of Directors of the Company with the appointment resolution and does not constitute a conflict of interest.

The following persons may not be appointed as members of the Supervisory Body and, if appointed, his/her membership shall be withdrawn: a person who has been banned, disqualified or bankrupt, or who has been sentenced, even if not definitively, to a punishment entailing disqualification, even temporary, from holding public office or the inability to exercise executive offices, or who has been sentenced, even if not definitively or with a judgement applying the penalty at the request of the parties pursuant to Article 444 Italian Code of Criminal Procedure (so-called plea bargaining), for having committed one of the offences provided for in Lgs. D. 231/2001.

The members of the Supervisory Body are chosen from among persons who do not have a relationship of marriage, kinship or affinity within the fourth degree with the Directors, as such relationships could compromise their independence of judgment.

The Board of Directors may dismiss the member of the Supervisory Body at any time, but only for just cause.

The following constitutes just cause for dismissal:

the establishment of a serious breach by the Supervisory Body in the performance of their duties;
failure to inform the Board of Directors of a conflict of interest preventing any continuation as a member of the Supervisory Body;
a judgement convicting the Company, which has become final, or a plea bargaining judgement, where the documents show omitted or insufficient supervision by the Supervisory Body;
breach of confidentiality obligations with regard to information obtained in the exercise of the functions of the Supervisory Body;
for the member bound to the Company by an employment relationship, the initiation of disciplinary proceedings for facts that may lead to the sanction of dismissal.

If the revocation occurs without just cause, the revoked member may apply for immediate reinstatement.

The members of the Body, who simultaneously hold the position of Director or Statutory Auditor within the Company, shall cease with immediate effect from holding the office of member of the Supervisory Body upon the expiry of the aforementioned position of Director or Statutory Auditor.

The occurrence of a cause of withdrawal is promptly communicated in writing to the Board of Directors by the Chairman or, in the event that the cause of withdrawal is referred to the Chairman, by the other members of the Body, even individually.

Each member may withdraw from the office at any time by giving at least 30 days’ written notice, to be communicated to the Directors by registered letter with return receipt requested; the Board of Directors shall appoint a new member during the first meeting of the Board itself and, in any event, within 60 days of the date of withdrawal.

The Supervisory Body is required to immediately notify the Board of Directors of the occurrence of any conditions preventing the continuation of the eligibility requirements required for the position of member of the Body itself.

The Supervisory Body shall independently lay down the rules for its own operation in a specific Regulation, in particular by defining the operating methods for carrying out the functions entrusted to it. The Rules are then submitted to the Board of Directors for approval.

3.2. Powers and functions of the Supervisory Body

The Supervisory Body is entrusted with the following tasks:

ensure that the knowledge, understanding and compliance with the Model is disseminated within the Company;
supervise compliance with the Code of Ethics by the Recipients;
supervise the validity and adequacy of the Model, with particular reference to the behaviours within the company;
supervise the effective ability of the Model to prevent the commission of the offences envisaged by the Decree;
supervise the implementation of the Model within the areas of activity potentially subject to risk of offence;
report to the Company the opportunity to update the Model, when the need for adaptation in relation to changed company conditions and/or regulations is identified.

In carrying out these activities, the Body shall perform the following tasks:

coordinating and collaborating with the corporate directions (also through specific meetings) to improve the supervision of the corporate activities identified in the Model as subject to the risk of offence;
verifying the establishment and functioning of specific “dedicated” information channels (e.g. digital and paper mail), aimed at facilitating the flow of reports and information to the Supervisory Body;
carrying out targeted checks on specific operations or acts carried out within the areas of company activity identified as under a potential risk of offence;
verifying and controlling the regular keeping and effectiveness of all documentation relating to the activities/operations identified in the Model;
verifying the effective implementation of the information and training initiatives on the Model undertaken by the Company;
immediately reporting to the Board of Directors any violations of the Model, considered well-founded, by the Directors of the Company or Top Managers of the same, in the latter case also informing the Human Resources & Organization Manager;
immediately report to the Board of Statutory Auditors any violations of the Model, considered well-founded, by the entire Board of Directors.

For the purposes of carrying out the duties listed above, the Body is endowed with the powers referred to below:

issue instructions and service orders to regulate its activities and prepare and update the list of information to be received from the functions/directions concerned;
access, without prior authorisation, any company document relevant to the performance of the functions assigned to it by Lgs. D. 231/2001;
order the Heads of corporate functions/directions, and in any event all the Recipients, to provide the information and/or data requested of them promptly in order to identify aspects connected to the various company activities that are relevant in accordance with the Model and to verify its effective implementation by the Company
use external consultants with proven professionalism in the event that this is necessary to carry out verification and control activities or to update the Model;

For a better performance of its activities, the Supervisory Body may appoint an internal person (for example the Internal Audit function) or an external person who will carry out the supervisory tasks in the name and on behalf of the Body itself. With regard to the delegated tasks, the responsibility deriving from them lies with the Body as a whole.

The Board of Directors of the Company assigns the Supervisory Body an annual expenditure budget in the amount proposed by the Body itself and, in any event, adequate in relation to the functions assigned to it. The Body independently decides on the expenses to be incurred in compliance with the company’s signatory powers and, in the event of expenses exceeding the budget, they must be authorised directly by the Board of Directors.

3.3. Reporting of the Supervisory Body to the Corporate Bodies

In order to ensure full autonomy and independence in the performance of its functions, the Supervisory Body communicates directly with the Company’s Board of Directors.

In particular, the Supervisory Body reports to the Board of Directors the situation relating to the implementation of the Model and the results of the supervisory activity carried out in the following ways:

at least annually, to the Board of Directors, through a written report, by means of which the monitoring activities carried out by the Body itself, the critical issues arisen and any corrective or improvement interventions appropriate for the implementation of the Model are illustrated. The Supervisory Body also informs the Board of Statutory Auditors of the content of said written report;
occasionally vis-à-vis the Board of Statutory Auditors, where it deems it necessary, in relation to alleged violations committed by company executives or members of the Board of Directors, being able to receive requests from the Board of Statutory Auditors for information or clarification on the aforementioned alleged violations.

The Supervisory Body may be convened at any time by both the Board of Directors and the Board of Statutory Auditors and, in turn, may request these bodies to be heard if it deems it appropriate to report on matters relating to the functioning and effective implementation of the Model or in relation to specific situations.

In order to guarantee a correct and effective flow of information, as well as for the purpose of a complete and correct exercise of its tasks, the Body has the power to request clarifications or information directly from the persons having the main operational responsibilities.

The above reporting activities will be documented by means of minutes and kept on file by the Body (in the so called book of the minutes of the Supervisory Body), in compliance with the principle of confidentiality of the data and information contained therein, as well as with the regulations on the processing of personal data. The documentation in question must be kept and protected by the Supervisory Body, which may determine the relevant procedures by means of specific provisions contained in its Regulations.

3.4. Information flow to the Supervisory Body from the Recipients

Lgs. D. 231/2001 sets out, among the requirements that the Model must comply with, the establishment of specific disclosure obligations vis-à-vis the Supervisory Body by the corporate functions, aimed at allowing the Body itself to carry out its own supervisory and verification activities.

In this regard, the following information must be communicated to the Supervisory Body:

on a quarterly basis: information flows (previously identified by the Body and formally requested by them from the individual Functions/Directions) relating to instrumental processes and sensitive activities subject to risk of crime;
upon occurring of an event: any information, data and document representing exemption and/or exceptions of company procedures (previously identified by the Body);
as part of the Supervisory Body’s verification activities, any information, data and document deemed useful and/or necessary for the performance of these verifications, previously identified by the Body and formally requested by the individual Functions/Direction;
on an occasional basis, any other information, of any nature, concerning the implementation of the Model in the areas of activities subject to the risk of crime, as well as compliance with the provisions of the Decree, which may be useful for the purpose of fulfilment of the duties of the Body (so-called whistleblowing).

In this last regard, the Recipients must report to the Supervisory Body any information relating to behaviour that may represent violations of the provisions of the Decree and/or the Model, as well as specific types of offences.

To this end, dedicated communication channels have been established for the consultation of the Supervisory Body notified to company personnel and to which any reports may be sent and whose access is reserved for the Supervisory Body only:

letter to the address: ODV Dolce & Gabbana BEAUTY S.r.l., Via Goldoni 10, 20129 Milan
email: ODV231_DGB@dolcegabbana.it

These methods of transmission of reports are aimed at guaranteeing the maximum confidentiality of the whistleblowers, also in order to avoid retaliatory attitudes or any other form of discrimination or penalization against them.

In any event, any information held by the members of the Body shall be treated in accordance with the relevant legislation in force and, in particular, in accordance with UE Reg. 2016/679 (so called GDPR) an the Lgs. D. 196/2003 (Personal data protection code).

The Supervisory Body shall assess the whistleblowing, and may convene, if it deems it appropriate, both the whistleblower, if known, to obtain more information, and the alleged perpetrator of the breach also giving rise to all the verifications and investigations that are necessary to ascertain the substantiation of the report.

Once the substantiation of the report has been ascertained, the Body:

for violations committed by employees, shall immediately inform the Human Resources Manager in writing for the initiation of the consequent disciplinary actions;
for breaches of the Model, considered well-founded, by Top Managers of the Company, shall immediately notify the Board of Directors, also informing the Human Resources & Organization Manager;
for breaches of the Model, which are deemed to be well-founded, by Directors of the Company, shall immediately notify the Board of Directors;
for breaches of the Model, considered well-founded, by the entire Board of Directors, shall immediately notify the Board of Statutory Auditors.

In addition to the information referred to above, the following must be transmitted to the Supervisory Body:

measures and/or information from judicial police, or any other authority, including administrative ones, which consider the involvement of the company or Top Managers, from which the conduct of investigations can be inferred, including against unknown persons, for crimes envisaged in the Lgs. D. 231/2001, without prejudice to the obligations of confidentiality and secrecy legally imposed;
requests for legal assistance forwarded by managers and/or employees in the event of legal proceedings being initiated for crimes included in the Lgs. D. 231/2001;
changes in the system of proxies and powers of attorney, amendments to the articles of association or changes to the company organisation chart;
outcome of any actions taken following a written report by the Supervisory Body of ascertained breach of the Model, the application of disciplinary sanctions for the breach of the Model, as well as the measures of dismissal with the relevant reasons;
reports of serious injuries (manslaughter or serious or very serious negligent personal injuries, in any event any injury with a prognosis of more than 40 days and, in any event, the duration of which is higher than 40 days), occurring to employees, collaborators of DOLCE&GABBANA BEAUTY and more generally to all those who have access to the facilities of the Company;
alleged violations of the Code of Ethics received from the individual corporate Functions/Directions, by the Supervisory Body. The Human Resources & Organization Department is responsible for sending this information to the Supervisory Body.

The Supervisory Body, with the support of the Company, formally defines the methods of transmitting such information, notifying the Functions/Directions responsible for sending it.

All information, documentation, including the reports envisaged by the Model, and reports collected by the Supervisory Body and received by the latter in the performance of its institutional duties must be kept by the same Body in a special archive at the Company’s registered office, for 10 years, unless otherwise prescribed by law.

In compliance with Lgs. D. 24/2023 “Implementation of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law and on the protection of persons who report breaches of national regulations” the Company guarantees the protection of whistleblowers against any direct or indirect form of retaliation, discrimination or penalisation (application of disciplinary measures, demotion, dismissal, transfer or submission to other organisational measures with direct or indirect negative effects on working conditions) for reasons directly or indirectly connected with the whistleblowing.

The Company ensures in all circumstances the confidentiality and anonymity of the whistleblower, without prejudice to legal obligations and the protection of the rights of the Company or of persons wrongly accused and/or in bad faith.

The Supervisory Body analyses and evaluates the whistleblowing received. If deemed appropriate, the Body convenes the whistleblower to obtain further information, and possibly also the alleged perpetrator of the breach, and initiates all the verifications and investigations necessary to ascertain the substantiation of the whistleblowing.

Section Four

4. Sanctioning system

The definition of a sanctioning system, applicable in the event of breach of the provisions of this Model and principles of the Code of Ethics, is a necessary condition for ensuring the effective implementation of the Model itself, as well as an indispensable prerequisite to allow the Company benefitting from the exemption from administrative liability.

The application of disciplinary penalties is independent of the establishment and outcome of any criminal proceedings initiated in cases where the breach relates to a relevant offence pursuant to Lgs. D. 231/2001. The penalties that may be imposed are diversified according to the nature of the relationship between the author of the breach and the Company, as well as the importance and seriousness of the breach committed and the role and responsibility of the author.

In general, breaches can be classified as follows:

a) conduct that integrates a negligent failure to implement the provisions of the Model, including company directives, procedures or instructions;

b) conduct that integrates a wilful breach of the provisions of the Model, such as to compromise the relationship of trust between the author and the Company as it is uniquely preordained to commit a crime.

In particular, the following can be further listed, by way of example but not limited to:

obstacle to the institutional activities of the Supervisory Body;
impediment to access to information and documentation requested by those responsible for the implementation of the Model;
the performance of any other conduct likely to circumvent the control system provided for by the Model.

The sanctioning procedure is in any event referred to the competent function and/or the corporate bodies.

4.1. Sanctions for employees

In relation to employees, the Company must comply with the limits set forth in art. 7 of Italian Law 300/1970 (Workers’ Statute) and the provisions contained in the applicable National Collective Labour Contract (Commerce, Textile, Tourism), both with regard to the penalties that can be imposed and the methods of exercising disciplinary power.

Failure to comply – by employees – with the provisions of the Model, and all the documentation that forms part of it, constitutes a breach of the obligations arising from the employment relationship pursuant to article 2104 of Italian Civil Code and a disciplinary offence.

More specifically, a conduct of an employee of the Company, that can be qualified, based on previous paragraph, as a disciplinary offence, is moreover a breach of the employees’ obligation to carry out the tasks entrusted to him/her with the utmost diligence, complying with the directives of the Company, as provided for by the applicable National Collective Bargaining Agreement in force.

Employees may be subject to the following sanctions:

1. verbal reprimand for minor offences;
2. written reprimand;
3. a fine not exceeding the amount of 4 hours of normal remuneration;
4. suspension from remuneration and work for a maximum of 10 days;
5. disciplinary dismissal without prior notice and with other consequences also according to the law.

In order to highlight the correlation criteria between violations and disciplinary measures, it is specified that:

1. the disciplinary measure of verbal reprimand for minor offences is applicable to the employee who:

violates, by mere negligence, company procedures, the provisions of the Code of Ethics or adopts, in carrying out activities in areas subject to risk, a behaviour that does not comply with the provisions contained in the Model, in the event that the breach has no external relevance;

2. the disciplinary measure of the written reprimand is applicable to the employee who:

is recidivist, during the two-year period, in the commission of infractions to which verbal reprimand is applicable;
breaches, by mere negligence, the provisions of the Code of Ethics or adopts, in carrying out activities in areas subject to risk, a behaviour that does not comply with the requirements contained in the Model, if the breach has external relevance;
fails to draw up or prepare the documentation required by this Model or by the procedures established for its implementation;

3. the disciplinary measure of a fine shall not exceed the amount of 4 hours of normal remuneration for the employee who:

is recidivist, during the two-year period, in the commission of infractions for which the written reprimand is applicable;
draws up untruthful documentation, steals, destroys, alters the documentation concerning the implementation of the Model or facilitates such conduct by other Recipients;
for the level of hierarchical or technical responsibility, or in the presence of aggravating circumstances, impairs the effectiveness of the Model with behaviours such as:
failure to comply with the obligation to inform the Supervisory Body;
the repeated non-compliance with the obligations provided for by the requirements of the Model, in the event that they concern a procedure or relationship in which the Public Administration is a party;

4. the disciplinary measure of suspension from remuneration and service for a maximum of 10 days is applicable if the employee:

is a recidivist, during the two-year period, in the commission of offences for which the fine is applicable not exceeding the amount of 4 hours of normal remuneration;
breaches the provisions concerning the powers of signature and the system of proxies attributed with regard to deeds and documents addressed to the Public Administration;
breaches company rules concerning the conduct to be adopted in the management of trademarks, distinctive signs, designs and ornamental models;
makes false or ungrounded reports concerning violations of the Model and the Code of Ethics;
breaches the internal control system by preventing the control or access to information and documentation to the persons in charge, including the Supervisory Body in order to compromise their transparency and verifiability;

5.the disciplinary measure of dismissal without notice is applicable to the employee who:

fraudulently circumvent the requirements of the Model through unequivocal behaviour aimed at the commission of one of the offences included among those provided for in Lgs. D. 231/2001.

The Company may not take any disciplinary action against the employee without complying with the procedures provided for in the applicable National Collective Bargaining Agreement for individual cases.

The principles of correlation and proportionality between the violation committed and the penalty imposed are guaranteed by compliance with the following criteria:

seriousness of the breach committed;
employee’s job description, role, responsibilities and autonomy;
predictability of the event;
intentionality of conduct or degree of negligence, recklessness or malpractice;
the overall conduct of the perpetrator of the breach, with regard to the existence or non-existence of disciplinary precedents in the terms provided for by the applicable National Collective Bargaining Agreement;
other special circumstances characterizing the breach.

The existence of a system of sanctions connected with failure to comply with the provisions contained in the Model, and in the documentation which forms part of it, must necessarily be brought to the attention of employees by the means considered most appropriate by the Company.

4.2. Sanctions for employees with the qualification of Managers

Failure by managers to comply with the provisions of the Model, and all the documentation that forms part of it, including the breach of the information obligations vis-à-vis the Supervisory Body and the principles established in the Code of Ethics, determines the application of the sanctions referred to in collective bargaining for the other categories of employees, in compliance with Articles 2106, 2118 and 2119 of Italian Civil Code, as well as art. 7 of Italian Law 300/1970.

In general, the following sanctions may be imposed on management personnel:

1. Suspension from work

2. Early termination of the employment relationship

The establishment of any breaches, as well as inadequate supervision and failure to promptly inform the Supervisory Body, may result in workers with managerial qualifications being suspended as a precautionary measure from work, without prejudice to the manager’s right to remuneration, as well as, again provisionally and as a precautionary measure for a period not exceeding three months, the assignment to different tasks in compliance with Article 2103 of Italian Civil Code.

In the event of serious breaches, the Company may terminate early the employment agreement without notice pursuant to article 2119 of Italian civil code.

4.3. Sanctions for employees subject to management or supervision

Failure – by employees subject to the direction or supervision of the Company’s Top Managers – to comply with the Model provisions, including the violation of the information obligations vis-à-vis the Supervisory Body and the principles established in the Code of Ethics, determines, in accordance with the provisions of the specific contractual relationship, the termination of the relevant contract, without prejudice to the Company’s right to request compensation for damages suffered as a result of such conduct, including damages caused by the application of the sanctioning measures provided for by Lgs. D. 231/2001.

4.4. Measures against directors

In the event of an ascertained breac of the Model provisions, including those of the documentation that forms part of it, by one or more Directors, the Supervisory Body shall promptly inform the entire Board of Directors and the Board of Statutory Auditors, so that they take or promote the most appropriate initiatives and in relation to the seriousness of the breach found and in accordance with the powers provided for by current legislation and the Articles of Association.

In the event of a breach of the provisions of the Model found by the entire Board of Directors, including the documentation that forms part of it, the Supervisory Body will immediately inform the Board of Statutory Auditors so that they can promote the relevant initiatives.

In particular, in the event of violation of the provisions of the Model, including those of the documentation that forms part of it, by one or more directors, the Board of Directors may proceed directly, based on the extent and seriousness of the breach committed, to impose the sanction of a formal written reprimand or the revocation, even in part, of the delegated powers and the powers of attorney conferred.

In the event of breach of the provisions of the Model, including those of the documentation that is part of it, by one or more directors, unequivocally aimed at facilitating or instigating the commission of a relevant offence pursuant to Lgs. D. 231/2001 or to commit it, the sanctioning measures (such as, by way of example, temporary suspension from office and, in the most serious circumstances, revocation from the same) shall be adopted by the Shareholders’ Meeting, upon proposal of the Board of Directors or the Board of Statutory Auditors.

4.5. Measures against Top Managers

In any event, even the breach of the specific duty of supervision on subordinates on the part of Top Managers shall imply the assumption by the Company of the sanctions deemed most appropriate in relation, on the one hand, to the nature and seriousness of the breach committed and, on the other hand, the qualification of the Top Manager who should commit the breach.

4.6. Publicity of the sanctioning system

This section of the Model, containing the provisions relating to infringements and sanctions relating to them, must be brought to the attention of the Recipients, by posting it in a place accessible to all (possibly also through disclosure on the company website and intranet), as well as through the specific reference in the context of contracts or unilateral deeds of appointment, relating to the other interested parties, but not bound by an employment relationship.

4.7. Sanctions pursuant to Lgs. D. 24/2023 (so-called Whistleblowing)

With reference to the sanctioning system relating to the correct handling of whistleblowing of offences pursuant to Art. 6, paragraph 2-bis, Lgs. D. 24/2023 (so-called Whistleblowing), the following are envisaged:

sanctions to protect the whistleblower against those who engage in direct or indirect retaliatory or discriminatory acts against the whistleblower for reasons directly or indirectly relating to the whistleblowing;
sanctions against those who, with fraud or gross negligence, make a whistleblowing that proves to be unfounded.

The sanctions are defined in relation to the role of the recipient of the sanctions, as indicated in the previous paragraphs, to the extent that the breaches of the rules relating to the whistleblowing system represent breaches of the provisions of the Model.

Section Five

5. Dissemination of the Model

DOLCE&GABBANA BEAUTY, aware of the importance that the training and information aspects assume in a prevention perspective, defines a communication and training program aimed at ensuring the dissemination to all Recipients of the main contents of the Decree and of the obligations deriving therefrom, as well as prescriptions provided by the Model and the Code of Ethics.

In the end, information and training activities for personnel are organized by providing for different levels of insight due to the different degree of involvement of personnel in activities subject to the risk of crime. In any event, the training activity aimed at spreading the knowledge of Lgs. D. 231/2001 and the provisions of the Model, has different contents and methods of dissemination depending on the qualification of the Recipients, the level of risk in the area in which they operate, whether they are responsible for representing and managing the Company.

The mandatory training activity, which is the responsibility of the Human Resources & Organization Direction, involves all the active staff, as well as all the resources that will be included in the company organization in the future. In this regard, the relevant training activities shall be planned and concretely carried out both at the time of recruitment, and on the occasion of any changes in duties, as well as following updates and/or changes to the Model.

With regard to the dissemination of the Model in the corporate context, DOLCE&GABBANA BEAUTY undertakes to:

send a communication to all personnel concerning the adoption and updating of this Model;
publish the Model and the Code of Ethics on the company intranet and/or on any other communication tool deemed appropriate;
organise training activities aimed at disseminating knowledge of Lgs. D. 231/2001 and the provisions of the Model, as well as planning training sessions for personnel in the event of updates and/or changes to the Model, in the manner deemed most appropriate.

Training activities, aimed at disseminating knowledge of the regulations pursuant to Lgs. D. 231/2001, are differentiated in terms of content and methods according to the qualification of the Recipients, the risk level of the area in which they operate and whether or not they have functions of representation of the Company.

The documentation relating to information and training activities in general shall be kept by the Human Resources & Organization Direction and be available for consultation by the Supervisory Body and by any person who is entitled to view it.

The Company also promotes awareness of the Code of Ethics and the Model among its business and financial partners, consultants, collaborators in various capacities, customers and suppliers, to whom both documents are made available through online consultation on the Company’s website.

Contracts with suppliers, consultants and business partners include a specific clause according to which they declare that they have read the Code of Ethics and the Organisation, Management and Control Model adopted by the Company pursuant to Lgs. D. 231/2001 and to have accepted the same, which can be consulted from the website at https://world.dolcegabbana.com/it/corporate/codice-etico. These subjects adhere to the principles defined in the Organizational, Management and Control Model and Code of Ethics adopted by the Company and undertake to comply with the provisions and the inspiring principles and, in general, to refrain from any behaviour aimed at committing/establishing the crimes provided for in Lgs. D. 231/01 and referred to in the aforementioned Model.

Section Six

6. Adoption and amendment of the Model

The adoption and effective implementation of the Model are, by express legislative provision, a responsibility of the Board of Directors. It follows that the power to adopt any updates to the Model lies, therefore, with the Board of Directors, which will exercise it by means of a resolution according to the methods for its adoption.

The updating activity, intended both as an integration and as a modification, is aimed at ensuring the adequacy and suitability of the Model, assessed with respect to the function of prevention of the commission of the offences set forth in Lgs. D. 231/2001.

On the other hand, the Supervisory Body is responsible for concretely verifying the need or advisability of updating the Model, promoting this need before the Board of Directors. The Supervisory Body, within the context of the powers conferred upon it in accordance with Art. 6, paragraph 1 letter b) and Art. 7, paragraph 4 letter a) of the Decree, is responsible for formulating proposals to the Board of Directors regarding the updating and adjustment of this Model.

The Model must be promptly amended and supplemented by the Board of Directors, also on the proposal and after consultation with the Supervisory Body, where necessary, in the event that the following takes place:

modifications and circumventions of the provisions contained therein that have highlighted the ineffectiveness or incoherence for the purpose of crime prevention;
significant changes to the internal structure of the Company and/or to the way in which it carries out its business activities;
regulatory changes.

The changes, updates and additions to the Model must always be communicated to the Supervisory Body.

The operating procedures adopted in implementation of this Model are modified by the competent corporate Functions/Directions, after evaluation by the Internal Audit function, for the purposes of a correct implementation of the provisions of the Model. The competent corporate Functions/Directions are also in charge of the modifications or additions to the procedures necessary to implement any revisions of this Model.

The Supervisory Body must be constantly informed by the Company Functions, regarding the updating of existing procedures and the implementation of new procedures.

SPECIAL PART

1. Methodological path for defining the Model

1.1 Mapping of activities subject to risk

1.2. Identification of instrumental processes and protocols to prevent the risk

1.3 – Internal audit system

2. Special Sections

2.1. Offences against the Public Administration.

2.1.1. Sensitive activities

2.1.2. General rules of conduct

2.1.3. Prevention protocols

2.2. Corporate offences.

2.2.1. Sensitive activities

2.2.2. General rules of conduct

2.2.3. Prevention protocols

2.3. Offences consisting in receiving stolen goods, money laundering and use of money, goods or utilities of illicit origin

2.3.1. Sensitive activities

2.3.2. General rules of conduct

2.3.3. Prevention protocols

2.4. Offences relating to organised crime;

2.4.1. Sensitive activities

2.4.2. General rules of conduct

2.4.3. Prevention protocols

2.5. Prevention of culpable offences relating to health and safety in the workplace.

2.5.1. Sensitive activities

2.5.2. General rules of conduct

2.5.3. Prevention protocols

2.6. Offences relating copyright infringement

2.6.1. Sensitive activities

2.6.2. General rules of conduct

2.6.3. Prevention protocols

2.7. Computer crimes and illegal processing of data

2.7.1. Sensitive activities

2.7.2. General rules of conduct

2.7.3. Prevention protocols

2.8. Crimes against industry and commerce

2.8.1. Sensitive activities

2.8.2. General rules of conduct

2.8.3. Prevention protocols

2.9. Inducement not to make statements or to make false statements to the judicial authority

2.9.1. Sensitive activities

2.9.2. General rules of conduct

2.9.3. Prevention protocols

2.10. Environmental Offences.

2.10.1. Sensitive activities

2.10.2. General rules of conduct

2.10.3. Prevention protocols

2.11. Employment of non-EU citizens without regular documentation

2.11.1. Sensitive activities

2.11.2. General rules of conduct

2.11.3. Prevention protocols

2.12. Counterfeiting currency, public credit cards or revenue stamps, instruments or signs of recognition

2.12.1. Sensitive activities

2.12.2. General rules of conduct

2.12.3. Prevention protocols

2.13. Tax offences

2.13.1. Sensitive activities

2.13.2. General rules of conduct

2.13.3. Prevention protocols

2.14. Offences relating to non-cash payment instruments

2.14.1. Sensitive activities

2.14.2. General rules of conduct

2.14.3. Prevention protocols

2.15. Crimes against cultural heritage

2.15.1. Sensitive activities

2.15.2. General rules of conduct

2.15.3. Prevention protocols

Organisation Model Dolce&Gabbana Beauty S.r.l

Contents GENERAL PART

Section One

Section Two

Section Three

Section Four

Section Five

Section Six

Special Part

Section one

1. Italian Legislative Decree no. 231 dated 8 June 2001

1.1. The Administrative liability of Entities

1.2. The offences envisaged by the Decree

1.3. The sanctions imposed by the Decree

1.4. Offences committed abroad

1.5. Exemption condition of administrative liability

1.6. Confindustria “Guidelines”

Section Two

2. The Organisation, Management and Control Model of DOLCE&GABBANA S.r.l.

2.1. The process of drafting and implementing the Model

2.2. Purpose of the Model

2.3. Structure of the Model

2.4. Recipients

2.5. Fundamental elements of the Model

2.6. Code of Ethics and Model

2.7. Assumptions of the Model

Section Three

3. Supervisory Board

3.1. Term of office, disqualification and revocation

3.2. Powers and functions of the Supervisory Body

3.3. Reporting of the Supervisory Body to the Corporate Bodies

3.4. Information flow to the Supervisory Body from the Recipients

Section Four

4. Sanctioning system

4.1. Sanctions for employees

4.2. Sanctions for employees with the qualification of Managers

4.3. Sanctions for employees subject to management or supervision

4.4. Measures against directors

4.5. Measures against Top Managers

4.6. Publicity of the sanctioning system

4.7. Sanctions pursuant to Lgs. D. 24/2023 (so-called Whistleblowing)

Section Five

5. Dissemination of the Model

Section Six

6. Adoption and amendment of the Model

Contents

SPECIAL PART

Contents
GENERAL PART