GOLDEN GOOSE S.p.A.

Organisation and Management Model
Legislative Decree no. 231/2001“Organisational Model”

February 28, 2023

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Definitions

ü Risk analysis: specific analysis of the company/organisation in order to identify areas, sectors andmethods which have significant aspects that may be directly or indirectly associated with potential
offences resulting in the administrative liability of the company/organization;

ü Areas at risk: areas where there is a more concrete risk that the offences may be committed;
ü Customer: organisation or person who receives products or services from the company;
ü Code of Ethics : the ethical principles and rules of conduct followed by the Company when doing business,in order to protect its reputation and image on the market. The Code of Ethics is a guiding set of principles
that promotes a “corporate conduct” with which anyone who has business dealings with the Company,
such as employees, collaborators, customers, suppliers, etc., must comply, regardless of the provisions of
the law;

ü Collaborators: anyone who works on behalf of the Company, other than Employees;
ü Decree or Legislative Decree 231/01: Legislative Decree no. 231 of 8 June 2001 as amended;ü Recipients: directors, managers, employees, collaborators, consultants, suppliers, customers andbusiness partners;

ü Employees: persons who work for the Company;ü Entities: organisations with legal status or companies and associations, even without legal status;
ü Confindustria Guidelines : the guidelines for the creation of organisational, management and control

models pursuant to Legislative Decree 231/01 issued by Confindustria on 3 November 2003 as amended(the latest version is that dating to June 2021, approved by the Ministry of Justice on 8 June 2021);

ü Organisational Model or Model 231 or Model: the Organisational and Management Model provided by

Legislative Decree 231/01 introduced by the Company and which includes the structures, responsibilities,
methods of carrying out activities and protocols/procedures introduced and implemented through which
the typical activities of the company/organisation are carried out;ü Supervisory Body (SB): an internal body of the company with independent powers of initiative andcontrol, that supervises the proper functioning of and compliance with the Model and updating thereof,
within the meaning of article 6, paragraph 1, b) of Legislative Decree 231/01;

ü P.A.: Public Administration, including officials and persons in charge of a public service;ü Partners: contract business partners of Golden Goose S.p., with whom the Company enters into any typeof contractual relationship, and who cooperate with the Company in the context of Sensitive Processes;

ü Process: interconnected resources and activities;
ü Procedure/Protocol: a document describing responsibilities and activities, and how they are carried out.
This document must be drawn up, approved, implemented and updated;ü Sensitive Processes: activities at risk of offences;ü Professionals and/or Consultants: self-employed workers who provide intellectual work on the basis ofcontracts and/or agreements;

ü Offences: the types of offences to which the provisions of the Legislative Decree 231/01 on theadministrative liability of entities apply;

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ü Disciplinary System The principles and procedures relating to the penalties applied in the case of breachof the measures provided by the Model and Code of Ethics;

ü Company or Golden Goose: the company Golden Goose S.p.A.;
ü Senior Managers: persons who hold representation, administration or management positions in thecompany/organisation or any of its organisational units with financial and operating autonomy, including
persons, both as to fact and law, who manage and control the company/organization.

ü Staff: persons working under the instructions or supervision of senior managers.
ü Whistleblowing: the system for reporting offences or violations of the Model;ü Whistleblowing Officer: the person who receives the reports of offences or violations of the Model .

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GOLDEN GOOSE S.p.A.
Organisation and Management Model
Legislative Decree no. 231/2001“Organisational Model”

General Information

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1. The Administrative Liability of Companies
1.1. Legislative Decree no. 231/2001
In execution of the delegation pursuant to article 11 of law no. 300 of of 29 September 2000 – on 8 June 2001
Legislative Decree no. 231/01 was issued which amended the internal law on the liability of companies inaccordance with a number of international conventions, that had already adopted some time before.
Legislative Decree 231/01, entitled “Regulations on the administrative liability of legal persons, companies
and associations including those without legal status”, introduced, in the Italian legal system, theadministrative liability of entities in the case of certain offences committed, in the interest or to theadvantage of the same, by directors and/or employees of the company.
This new form of liability is ascertained in the context of a criminal proceeding which, if the Company is foundto be “guilty”, may imply a judgment against the Company with the application of both fines anddisqualifications (that may be applied as a precautionary measure), including the confiscation of the price of,or profit obtained with, the offence and publication of the judgment.
This regulatory innovation, which ensures that our legal system in now line with that of many other European
countries, is the inclusion of the Company’s assets in the penalty applied for these offences, given that before
the introduction of this law, the Company did not suffer any consequences when offences of this kind werecommitted, other than to its reputation; the principle of the individuality of criminal liability indeed meantthat the Company incurred no disciplinary consequences other than having to pay compensation fordamages.
The Company’s administrative liability is also implied in the case of offences committed abroad, and in thesecases Companies whose head offices are in our Country are liable for the offences indicated by the Decree,unless proceedings are filed in the Country of the place where the offence is committed.
Pursuant to article 6 of Legislative Decree 231/01, corporate liability is not automatically implied in the caseof a so-called “predicate offence”, but is a consequence of the Company's negligence in failing to implement
a number of measures to prevent the offence (“organisational negligence”).
As for the type of offences that imply administrative liability, the original text of the Decree referred
exclusively to offences committed in dealings with the Public Administration. Subsequent legislativeinterventions later extended its scope.
The following are the types of offences to which the provisions of Legislative Decree 231/01 are currently
applied:a) undue receipt of payments, fraud against the State, a public body or the European Union or for the
purpose of obtaining public funds, computer fraud against the State or a public body and fraud in public
supplies (article 24);b) IT crimes and illegal data processing (article 24– bis);c) organised crime (article 24- ter);d) embezzlement, extortion, incitement to give or promise benefits, corruption and abuse of office (article
25);e) counterfeiting of public credit cards, revenue stamps and identification marks or instruments (article 25bis);f) offences against industry and commerce (article 25- bis.1);g) corporate crimes (article 25-ter);h) crimes for the purpose of terrorism or subversion of the democratic order (article 25- quater);2

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i)
j)
k)
l)

female genital mutilation (article 25- quater 1);
crimes against personal rights and freedoms (article 25- quinquies);
market abuse (article 25- sexies);
manslaughter and serious or very serious personal injury through negligence committed in violation of
the rules on workplace health and safety (article 25-septies);m) handling stolen goods, laundering, use of stolen money, goods or other utilities including self-laundering(article 25- octies);n) crimes relating to payment instruments other than cash (article 25- octies.1)o) copyright infringement (article 25- novies);p) incitement not to make statements or to make false statements to the courts and legal authorities (article
25-decies);q) environmental offences (article 25-ter);r) employment of third-country nationals residing without authorisation (article 25-duodecies);s) racism and xenophobia (article 25-terdecies);t) fraud in sporting events, illegal gaming or betting and gambling with prohibited devices (article 25quaterdecies);u) tax offences (article 25-quinquiesdecies);v) smuggling (article 25-sexiesdecies);w) crimes against the cultural heritage (article 25-septiesdecies);x) laundering of cultural assets, destruction and looting of cultural and landscape assets (article 25duodevicies);y) transnational crimes (articles 3 and 10 of law no. 146 of 16 March 2006).
The penalty system applicable against the Company, for the above offences and crimes, includes theapplication of the following penalties:•

fines;

•

bans;

•

confiscation of the price or profit of the crime;•

publication of the judgment.

Fines may be reduced if:a) the perpetrator of the offence committed the act primarily in its own interest or that of third parties andthe Company did not obtain any advantage from the offence or in any case the advantage obtained wasminimal;b) the financial damage is small;c) before the opening statement of the first instance proceeding:- the Company has compensated the damage in full and has eliminated the harmful or dangerous
consequences of the offence or in any case has exerted its best efforts to do so and- an Organisation Model has been introduced and is operational.
A ban may be applied for the crimes or offences for which they are expressly envisaged, when at least oneof the following conditions applies:a) the Company obtains a significant profit from the offence and said offence is committed by persons
who hold a representative, administrative or managerial position in the Company or by persons

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under the management and control of the former and the reason the crime was committed isdetermined or facilitated by serious organisational failings;b) if the offences are repeated.
The Decree provides the following bans, ranging from no less than three months to no more than two years(without prejudice to the provisions article 25 sub-section 5 of the Decree):•ban on exercising the business activity;•

suspension or revocation of the authorisations, licences or concessions used to commit the offence;•ban on entering into contracts with the Public Administration;•

exclusion from concessions, loans, contributions and subsidies, and/or revocation of any
concessions, loans, contributions and subsidies already granted;• ban on advertising goods or services.
If the conditions exist for the application of a ban that orders the interruption of the company's businessactivities, the Decree also provides that instead of applying the ban, the Judge may order that businessactivities be continued by a commissioner for a period of time equal to the duration of the ban that would
have been applied, if at least one of the following conditions applies:•

if the Company provides a public service or a service of public necessity whose interruption may
seriously harm the community;•

taking into account its size and the economic conditions of the territory in which it is located, if theinterruption of the business activity may have significant repercussions on employment.

if the Company is convicted of committing the offences provided by article 25 sub-sections 2 and 3 (extortionand some cases of corruption), the bans applied will be for longer periods of time. In these cases, article 25
sub-section 5 of Legislative Decree 231/01 indeed provides a duration ranging from no less than 4 years andno more than 7 years, when the perpetrator of the predicate offence is a senior manager, and from no lessthan 2 years and no more than four years, if the crime is committed by persons reporting thereto. The may
however be reduced if the Company collaborates with the Judicial Authorities during the proceeding in which
it is involved (article 25 paragraph 5- bis of Legislative Decree 231/01). More specifically, the reduced penalty
may be applied if the Company introduces measures to stop any further consequences of the criminal
activity, or if it identifies those responsible for the predicate offence and eliminates the organisational failings
that led to the offence .
Confiscation is intended as the acquisition by the State of the price or profit of the crime or the acquisitionof sums of money, goods or other utilities having a value equivalent to the price or profit of the crime: thisdoes not however include the part of the price or profit of the offence which may be returned to the damaged
party. Confiscation is always ordered in the judgment.
Publication of the judgment may be ordered when a ban is applied against the Company that is implemented
by posting the ban in the municipality where the Company has its head office, including its publication on thewebsite of the Ministry of Justice.

1.2. Introduction of the “Organisation and Management Model”
Articles 6 and 7 of the Decree provide a form of exemption of the administrative liability of Companies. The
introduction of the Organisation and Management Model is optional but becomes necessary if a Company
wishes to benefit from the exemption system provided by the law.
This applies when the company is able to demonstrate, in court and for one of the offences in question, that:a. Article 6 Legislative Decree no. 231/01: for offences committed by its so-called senior managers (anyone

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having the authority to represent and manage the Company or one of its financially and operationallyautonomous organisational units, or by anyone who manages and controls the company), the Company’s
liability may be excluded if it is able to demonstrate that:o the managing body of the Company has introduced and effectively implemented, before the offence
was committed, organisation and management models to prevent the crimes and offences of thekind that occurred;o the task of supervising the functioning and compliance with the Model, including its updating, hasbeen entrusted to a body of the company, that has autonomous powers of initiative and control;o the persons committed the offence by fraudulently eluding the above Models;o there was no insufficient or omission of supervision by the Supervisory Body.
Therefore, in the case provided by the above article, the Company is assumed to be guilty until provenotherwise. It is therefore up to the Company to demonstrate that it is not guilty (the so-called reversal of theburden of proof).
b. Article 7 Legislative Decree no. 231/01: for crimes committed by persons in non-senior management
positions (persons under a manager), the Company is liable only “if it was possible to commit the crime
because of failure to comply with management or supervisory obligations” (paragraph 1). “In any case,non-compliance with management or supervisory obligations is excluded if the Company has adopted andeffectively implements an organisation and management model for preventing crimes of the type that
occurred” (paragraph 2).
In this case, the Public Prosecutor must demonstrate violation of management or supervisory obligations by
non-senior managers and failure to introduce, or the ineffective implementation of, the Organisation Model.
In order to exclude the Company’s administrative liability, by express provision of the Decree (article 6paragraph 2), the Model must:o identify the activities in which offences or crimes may be committed;
o provide specific protocols in order to plan and implement the Company's decisions for the crimes toprevent;o identify methods on how to manage financial resources that can prevent crimes;
o establish information obligations towards the body responsible for supervising the functioning andobservance of the Models;o introduce an internal disciplinary system for the application of penalties for failure to comply withthe measures indicated in the Model.
The Organisational Model must therefore be drawn up on the basis of a process structured in different stages
whose purpose is to create a control system to prevent and counter the offences indicated by the Decree.

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2. STRUCTURE OF THE COMPANY
2.1. Field of operation
Golden Goose operates in the fashion industry and deals with the creation and sale, in Italy and abroad, ofclothing, accessories and footwear. Production is outsourced in Italy through subsidiaries or associatedcompanies of Golden Goose or external suppliers.
Golden Goose was founded in 2000 thanks to the originality and creativity of a couple of young Venetiandesigners, who were outsiders in the world of fashion, and who created a brand characterised bycraftsmanship and originality.
Golden Goose has a registered office in Milan, Italy and an operational office in Venice (Marghera) andcontrols the other branches established throughout the world, some of which are subsidiaries, while others
are branch offices that manage one or more stores, with the support of external consultants and departmentsof the parent company.

2.2. The Organisation
The Company has the following traditional governance system:
ü

Shareholders' Meeting, regulated by article 11 et sequitur of the Articles of Association, that approves
resolutions at ordinary and extraordinary meetings on matters reserved to the Shareholders’ Meetingby law or the Articles of Association.

ü

Board of Directors, established and regulated by article 16 et sequitur of the Articles of Association,
vested with all-encompassing powers for the administration and management of the Company,
including the authority do whatever may be necessary to attain the corporate purpose, with exceptionof acts reserved - by law and the Articles of Association - to the Shareholders' Meeting .

The operational management of the company is essentially entrusted to a Chief Executive Officer (CEO) who
is responsible, functionally and hierarchically, for the management, coordination and supervision of thecompany. In any case, the Board of Directors has also allocated to other Directors more specific powers forthe management and legal representation of the Company (see certificate of incorporation).
The Company has appointed a Board of Statutory Auditors and - as regards accounting control - an Auditing
Company for certification of the financial statements.
The corporate organisational structure is shown in the organisation chart attached to this Model (Annex A).
This document is periodically updated in the case of changes to the workforce and/or roles and duties.
The Company has also established and formalised a system of proxies and powers of attorney to specificcorporate departments.
The main organisational, governance and internal control tools used by Company, and which were taken into
account in drawing up this Model, may be summarised as follows:2•

articles of association, which establish the rules of governance, management and organisation of theCompany;•

the corporate organisation chart, which represents the organisational structure of the Company, andestablishes the hierarchy and operational ties between the different organisation units of thecompany;•

the proxies and powers of attorney which grant the necessary powers of representation, in
accordance with the organisational and management responsibilities defined;

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•2

the Code of Ethics which expresses the ethical principles and values that Golden Goose recognises
and which it expects anyone who works with the company to follow in order to attain its goals.

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3. INTRODUCTION OF THE ORGANISATION AND MANAGEMENT MODEL3.1. The function and purposes of the Model
Being aware of the need to ensure correctness and transparency in conducting its business and corporate
activities, Golden Goose has considered it necessary to plan and implement this organisation andmanagement model pursuant to Legislative Decree 231/01 above all to protect its image and reputation on
the market, as well as the owners and employees.
The essential purpose of the Model (which this document, together with all the annexes) is to establish a
structured and organic system of operating rules and control activities whose purpose is to prevent thecrimes within the meaning of Legislative Decree 231/01, by identifying and regulating the company activities
and processes considered to be most “sensitive”, but also to establish and encourage a culture of legality andcompliance (accountability) in all those who work on behalf of the Company, clearly stating that any form ofillegal behaviour is strongly condemned by Golden Goose and is contrary to the values and mission of Golden
Goose.
The Model therefore represents a coherent set of principles, procedures and provisions that affect theinternal functioning of the Company and the ways in which the Company relates to the outside world, andwhich govern the diligent management of a control system of sensitive activities, whose purposes is toprevent the offences specified by Legislative Decree 231/01 from being committed or attempted.
In particular, the Model has the following purposes:Ø

to identify and map potential sensitive corporate activities and the consequent risks of offences pursuant
to Legislative Decree 231/01 that have an impact on the company and identify possible safeguards inorder to mitigate the risk of occurrence of the predicate offence;Ø

to identify the functions most involved in the above activities at risk as well as activities which may
concretely represent offences that imply the administrative liability of the Company;Øto ensure that all those who work in the name and on behalf of the Company are aware that in the caseof breach of the provisions of this Model, they may face not only disciplinary and/or contractual
consequences, but even and above all, they may be responsible for an offence against which both
criminal and administrative penalties may be applied, not only against the person concerned but evenagainst Golden Goose ;Øto reiterate that these forms of illegal behaviour are strongly condemned by the Company given thatthey are contrary to the provisions of the law and the ethical-social principles with which the Company
intends to comply in exercising its business activities;

Øto encourage an ever stronger corporate culture based on ethics, correctness and transparency ofactivities;

Øto allow the Company, with activities used to control and monitor the most exposed processes, tointervene in a precautionary manner in order to combat crimes and apply penalties against any behaviour
contrary to the law and the regulations of the company;Øto allow and encourage, in order to protect the integrity of the Company and in the interest of theCompany through the system for reporting offences and any cases of breach (known as whistleblowing), reports of illegal conduct encouraging employees and collaborators to inform the company, withoutfear, of offences or other irregularities, guaranteeing the utmost confidentiality to anyone who does so.

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3.2. Confindustria Guidelines
As provided by the Decree, the organisation and management models may also be adopted on the basis ofcodes of conduct drawn up by trade associations. Paragraph 3, article 6, of Legislative Decree 231/01 indeed
provides that "organisation and management models may be adopted, guaranteeing the requirements
provided by paragraph 2, on the basis of codes of conduct drawn up by the trade associations of thecompanies, communicated to the Ministry of Justice which, together with the Competent ministries, may
submit observations on the suitability of the models to prevent crimes within thirty days".
Golden Goose has drawn up this Model on the basis of the “Confindustria Guidelines” for the constructionof organisation, management and control models, which provide general methodological information on how
to identify risk areas and plan the prevention and control measures; each company then adapts these to its
own company (business, economic sector, organisation and dimensional complexity, geographical area, etc.).
In particular, the Guidelines provide, to the Companies in question, information and measures, essentiallyobtained from corporate practice, for drawing up Organisational Models. In short, they provide an overview
of the regulatory system outlined by Legislative Decree 231/01, ideas for the assessment of risks and drawing
up internal protocols, the Code of Ethics and the disciplinary system of the company, including information
on how to identify the Supervisory Body, providing information about a number of predicate offences thatare important in terms of the administrative liability in question.
In the Guidelines Confindustria indicates in particular that the checks should be carried out when:Ø

there is a sufficiently clear organisation system;Ø

there are procedures that govern the activities and identify control points;Ø

authorisation and signing powers are assigned according to specific corporate criteria and withappropriate spending limits;Ø

there is a control and management system that ensures prompt reporting of critical situations to theSupervisory Body;Ø

there is a communication, education and training system for personnel.

Moreover, if the Model is to be of valid in terms of exemption, it is of fundamental importance for theCompany to ensure the serious and concrete implementation of the measures introduced in its organisation.
The “Guidelines for the construction of organisation, management and control models pursuant to Legislative
Decree no. 231/2001” of Confindustria were published for the first time on 7 March 2002, amended on 3
October 2002 with an appendix relating to the so-called corporate offences (introduced in Legislative Decree
231/01 pursuant to Legislative Decree no. 61/2002) as amended in March 2008.
On 2 April 2008, the Ministry of Justice communicated that it had completed the examination procedure of
the new version of the Confindustria Guidelines. These were approved, given that the update was considered
to be “adequate on the whole and suitable to attain the purpose established by article 6, paragraph 3 ofLegislative Decree no. 231/2001”.
In 2014, after an extensive and detailed review, Confindustria completed the works to update the Guidelines.
The new version amended the previous 2008 text with respect to novelties in legislation, court cases andapplication practices, again in two sections, the general section and the special sections. More specifically,
the main amendments and additions to the General Section were: the new chapter on the characteristics ofliability for offences and the table of predicate offences, the disciplinary and penalty systems, the Supervisory
Body, above all its composition, and the phenomenon of business groups. The Special Section was
substantially revised, not only to deal with the new predicate offences introduced in the meantime, but also

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to introduce a schematic and more usable method of analysis for operators. The document was submitted
to the Ministry of Justice for approval and on 21 July 2014 the Ministry of Justice communicated its final
approval.
Lastly, Confindustria prepared a new update of the Guidelines, published in June 2021 duly approved by the
Ministry of Justice on 8 June 2021, with which it provided further explanations and introduced wellestablished practices for the management of risks and control systems. The following were in particularmentioned or explained in the General Section of the Guidelines: the principle of the mandatory nature of
the predicate offences specified by Legislative Decree 231/01; the concepts of interest and advantage of theCompany; the principles of integrated compliance and integrated risk management and related controls (e.g.
in terms of tax compliance ); the new whistleblowing regulation. In the Special Part of the Guidelines, on theother hand, safeguards and protocols for the new types of offences introduced after 2014 (e.g. influencepeddling and tax crimes) were included.

3.3. The construction of the “exempting system” pursuant to Legislative Decree 231/01
In October 2020, Golden Goose started an internal project to define and subsequently implement this Modelas a management system for the prevention of offences pursuant to Legislative Decree no. 231/01, carryingout the following operations in accordance with article 6 of Legislative Decree 231/01 and with the provisionsof the Confindustria Guidelines:
1.

Identification of Sensitive Processes: in the first phase of project development, an analysis of all the
Company's processes and activities was carried out with the precise intention of defining the sensitive
activities and processes, i.e. those exposed to possible offences pursuant to Legislative Decree no.
231/01, by examining the corporate business model, interviews with the Company’s employees and ananalysis of the related activities, above all trying to point out any prior risk situations and causes;

2.

Analysis of offence-risks: the sensitive company areas were identified, in other words those exposedto the potential crimes and offences specified by Legislative Decree no. 231/01, offences that could
theoretically occur as a consequence of certain types of illegal conduct were associated with eachprocess/activity analysed, assessing the degree of exposure to risk according to the probability of therisk and the effectiveness or vulnerability of the existing internal control system;

3.

Amendment of the existing control system: after giving a representation of the company organisation(activities, controls and existing procedures/practices with respect to sensitive processes) and theexpress purposes established by the Decree, improvement actions to make to the current company
management and control system were decided in order to align the latter with the requirements ofLegislative Decree 231/01. The ethical principles, rules of conduct and the new protocols and control
devices for planning, making and implementing Company decisions, necessary to ensure compliancewith the requirements set forth by the Decree, prevent predicate offences and ensure the correct
management of financial resources were established and identified, according to an integrated
approach in order to improve and coordinate existing procedures and controls, compliance with whichis also ensured through a disciplinary system of penalties;

4.

Drawing up the “Organisational Model”: this document was then drawn up, and represents thegovernance and control system established by the Company as its own internal regulation and also asa system to exempt its administrative - criminal liability pursuant to Legislative Decree 231/01 andwhich indeed summarises the above activities and the results of the same. The Model can therefore
be defined as the activities, resources and documents as a whole required by Legislative Decree 231/01
to prevent the body/organisation from committing crimes and offences. The actions necessary for the2

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effective implementation and application of the Model were also established, including any necessary
modifications or additions (see paragraph 3.10).
5.

Supervisory Body: at the same time as the official introduction of the Model, a Supervisory Body wasappointed to supervise the functioning and updating of the Model, and ensure compliance with thesame. This Body was granted autonomous powers of initiative and control and an expense budget andreceives specific information flows.

3.4. The structure of the Golden Goose Organisation Model
The Model has the following sections:•

General Section, which describes the contents of the Decree, gives a brief explanation of thecorporate governance and organisation and management models of the Company, the functioning
and general operating principles of the Model, including the mechanisms for its concrete
implementation;•

Special Sections, which describe the offences, grouped by category, which according to Golden Goose
may occur in the conduction of its business and a list of the corporate processes and activities
considered to be sensitive pursuant to Legislative Decree 231/01, namely, at risk of committing theoffences in question and the behavioural principles and protocols to follow, including the control
measures needed to prevent risks.

The Special Sections are the following:
1.
Special Part "A": Offences against State property, the Public Administration and incitement
not to make statements or to make false statements to the Courts andJudicial Authorities
2.
Special Part "B": Corporate crimes and market abuse
3.
Special Part “C”: Corruption between private individuals
4.
Special Part "D": Crimes for the purpose of terrorism or subversion of the democratic order,organised crime, handling stolen goods, money laundering, use of money,
goods or utilities of illegal origin, self-laundering
5.
Special Part "E": Crimes relating to workplace health and safety
6.
Special Part "F":Environmental Crimes
7.

Special Part "G":8.

Special Part "H":

9.
10.
11.
12.

Special Part "I":Special Part “L”:
Special Part “M”:
Special Part “N”:

Crimes involving the employment of third-country nationals residing withoutauthorisation, migrant trafficking, racism and xenophobia and crimes against
personal rights and freedoms
Currency counterfeiting, counterfeiting of identification marks or
instruments, crimes against industry and commerce and Copyright offences
Computer Crimes and Illegal Data Processing
Tax offences
Smuggling
Fraud in sporting events

Although the Special Sections are an integral part of this document, they have their own revision status andcontents. This is necessary in order update these sections separately with respect to the General Section of
the Organisation Model.
The documents attached to the Model are intended as an integral part thereof.

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3.5. The characteristics of the Golden Goose Organisation Model
The main aspects of this Model are: effectiveness, specificity and topicality.
EffectivenessThe effectiveness of the Model is its concrete capacity to develop decision-making and control
mechanisms and tools that eliminate – or at least reduce – the risk that a crime may be committed
and therefore in terms of liability for company personnel and the Company . This is guaranteed by
the existence of preventive and subsequent control mechanisms, to identify sensitive operations oroperations that have anomalous characteristics or critical conduct in areas at risk or any violation ofcompany regulations, in order to activate tools of prompt intervention when anomalies, critical issues
or violations are identified.
Specificity
The specificity of the Model is one of the factors that characterises its effectiveness and consists ofthe preparation of a Model (and thus protocols and control tools) gauged and contextualised on the
Company, its organisation and business and the related risk areas.
Topicality
A Model reduces the risks of crime if it is constantly updated and adapted in time according to thecharacteristics of the company's structure and activities, even at the suggestion or on initiative of theSupervisory Body.
Article 7 of the Decree establishes that the effective implementation of the Model includes a periodic
check, and any modification of the same that may be necessary when significant violations of theprovisions are discovered or there are changes to the activity or organisational structure of theCompany.

3.6. Identification of activities “at risk”
The Decree expressly provides, in article 6, paragraph 2, (a), that the Company's Model should identify the
corporate activities, in which the crimes described by the Decree may potentially be committed.
Golden Goose's corporate activities were therefore analysed, for the specific purpose of identifying theprocesses and areas of activity at risk, namely those in which the Offences specified by the Decree may becommitted, with examples of how the Offences could be committed. The risk mapping results, previously
shared with the company representatives interviewed, were included in a descriptive file (so-called Matrixof activities at risk of offences attached to this Model as Annex B), which gives a detailed description of theconcrete risk profiles of committing the crimes indicated by the Decree, within the scope of the Company's
activities and also includes an assessment of the risk level to which the Company is exposed with respect toeach sensitive activity, made on the basis of a methodological approach better described and explained in
the same matrix.
More specifically, the risk of committing the crimes indicated by the Decree was found in the following
company activity areas (for more details, please see the Special Sections of the Model and the Matrix ofactivities at risk of offences):•

Activities of the Board of Directors/Chief Executive Officer
ü Activities related to increases/decreases of the share capital and/or the valuation ofcontributions or the Company's assets and activities related to the distribution of profits,advances on profits or reserves

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ü Management secretarial activities and management of the Boards of Directors andShareholders' Meetings•

Relations with the P.A.
ü Management of inspections relating to corporate and/or tax obligations and/or property
management, personnel management or occupational safety or environmental management
ü Management of ordinary activities, communications and telematic flows with officials andpublic offices, including the submission of income and tax returns, and activities related toproperty management and applications for or upkeep of licences/building permits,authorisations or public real estate concessions (e.g. for sales outlets) or the organisation of
eventsü Management of public relations and institutional activities with public subjects (even throughintermediaries), management of relations with trade union associations and tradeorganisations and management of lobbying or representation activities•

Management of human resources and the company
ü Selection, recruitment, evaluation and management/utilisation of personnel and establishing
the salaries thereof (including bonuses and productivity bonuses, and training activities)
including working hours and methods
ü Personnel administration and management of payrolls, reimbursement of expenses,
contributions, holidays, sickness leave and travel•

Management of purchases of goods and services and relations with suppliersü Management of purchases and tenders and the related contracts
ü Management and assignment of professional mandates and consulting services (legal,
technical, administrative, fiscal, safety, etc.)•

Management of Litigation
ü Management of court and/or out-of-court activities and claims•

Administration and Financeü Management of accounts and budget
ü Management of the calculation and payment processes of taxes and duties and preparationof tax returns (income, VAT or withholding agents) or other declarations for the payment oftaxesü Relations with the Board of Statutory Auditors and Independent Auditors relating to checks
on administrative/accounting/fiscal management and the financial statements, and with theshareholders relating to the checks on company management•

Management of banking transactions, guarantees, financial resources1 and investments
ü Management of bank transactions, guarantees and public funding (application, obtaining
and allocation/use of the same)

1 This activity also includes factoring and leasing transactions, bond loans, payment orders, portfolio management subject tocollection, derivatives, sureties and letters of credit .

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ü Use of capital and management of investments
ü Management of bank current accounts, issue of cheques, management of petty cash,
payments, collections and cash, treasury, financial transactions with consequent movementof capital•Management of extraordinary and Intra-group corporate transactions
ü Management of extraordinary corporate transactions, purchase/sale of company
assets/shareholdings, investments, mergers, demergers; increase or decrease of the sharecapitalü Management of Intra-Company transactions, dealings and operations (transfer of goods,
provision of services and Intra-Company loans) or with related parties•

Operation and production management (design and development of products, production of
products and relations with the supply chain)ü Development and production of clothing products (directly or through the supply chain) andmanagement of the brand and intellectual property rights
ü Management of plants and production plants, logistics and transportü Management of relations with the production chain (management of selection, contracting
and compensation, training, management of relationships and control audits)•

Management of liquidity
ü Management of commercial and sales activities and relations with wholesale distributors•

Management of marketing and institutional communications
ü Management of sponsorships, gifts and donations
ü Promotional and advertising campaigns and in general management and publication ofcompany information externally and to the public (above all, if said information may
potentially significantly alter the price of financial instruments) and management of social
media

•

Management of information systems
ü Management of IT or telematic systems, programmes and tools, including the managementof credentials for logging in to company systems, networks and information by personnel,
collaborators and/or company consultants
ü Purchase and management of licensed programmes (software, databases, information
systems)•

Management of workplace safetyü Fulfilment and management of obligations relating to workplace health and safety•

Management of environmental protection obligations
ü Management, processing and disposal of waste and transfer of said waste to third parties

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3.7. Rules and general principles of conduct and control
Without prejudice to the provisions established by the Special Sections of the Model, Golden Goose and,insofar as necessary for their respective functions and responsibilities, the Recipients in general base theiractivities on criteria of maximum transparency and correctness, according to principles of maximum
responsibility. In particular:•

all activities must be carried out in full compliance with the legal requirements and applicablecorporate law and in full compliance with the Code of Ethics, the protocols of the Model and thecorporate provisions and procedures (including the existing system of proxies and powers of attorney
and the authorisation processes), avoiding any type of conduct which, directly or indirectly, may
favour, in terms of committing or attempting to commit, even just one of the potential crimes
envisaged by Legislative Decree 231/01. The directors of the Company shall in particular ensure that
the Model, including the Code of Ethics and procedures, is made known to and correctly respected andapplied by Recipients, even after distribution and training activities. To this end:othe corporate and control bodies will ensure that all procedures and controls are effectively
implemented and applied;oanyone responsible for controls shall, within its remit, verify that activities are carried out
correctly, forwarding to its superior and, where necessary, the Board of Directors, theSupervisory Body and other control bodies, the results of the above checks and, in particular,
any critical issues that make it fair to suppose that a crime may be committed;othe corporate and control bodies will arrange, or will arrange for others to provide, prepare (ormodify or integrate) any further procedure or protocol that may be appropriate or necessary inthe case of negative findings (e.g. breach or lack of regulation),•a manager is in general officially identified for each company activity, which typically will be themanager of the company department responsible for the management of the activity, within thecontext of an organisational system (organisational chart and company function chart) in which theroles and the responsibilities of the management departments, the functions and organisation units
are clearly specified, in compliance with the principle of the separation of duties and functions (in so
as far as possible, separating activities of the persons who authorises the activity, the person who
executes the activity and the person who controls the activity or transaction, at least with respect tothe most critical aspects of each process), ensuring that no one is given unlimited powers or is
entrusted with the management of an entire process in total autonomy;•

where necessary, a system of powers of attorney and proxies is arranged, which should comply withthe following requirements: i) consistency of the delegate's professional qualifications and skills withrespect to the organisational and management responsibilities assigned and the actual responsibilities
assigned and performed; ii) express acceptance by the delegate and consequent acceptance of theobligations; iii) clear definition of the powers and duties assigned, specifying the limits of spending
powers assigned and the nature of the expenses; iv) the proxies and powers of attorney issued should
be known within the Company and disclosed to external stakeholders;•each operation and/or transaction, intended in the broadest sense of the term, carried out by theCompany and the Recipients must be legal, authorised, coherent, congruous, documented, recorded
and verifiable at any time, in order to allow checks to be carried out on the characteristics of theoperation and/or transaction, the related decision-making process and the reasons for each
operational choice, the authorisations to carry out and execute the transaction and/or operation (e.g.
in order to make it quite clear who carried out the activity and who monitored/checked the same and2Page 18 /35

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allowing a third person to go over the main phases of the process). For this purpose, according to the
maximum traceability and transparency of transactions, IT systems are used in so as far as possible
which ensure the correct and truthful allocation of each transaction to the person who is responsible
for the same and to the persons who contribute to the transaction and which do not permit any
modification (not tracked) of the registrations made in the system;•

periodic operational checks and monitoring activities are carried out by the manager of each sensitive
activity, indicating the subject matter, frequency and results of the control or monitoring activity andany anomalies or critical issues found;•the documentation relating to sensitive activities and controls carried out is completed and filed incompliance with the confidentiality of the data, in hardcopy or IT format, by the relevant company
structure, in such a way that does not permit any subsequent modification, other than withappropriate proof, avoiding any form of damage, deterioration and/or loss. Access to archived
documents should be allowed only to duly authorised persons on the basis of internal regulations.

3.8. Code of Ethics
The rules of conduct contained in this Model are integrated with those of the Code of Ethics which is intended
to be an integral part thereof (Annex C), even though the Model, for the purposes it intends to pursue in
implementing the provisions contained in the Decree, has a different purpose with respect to the Code. In
this respect:•

The Code of Ethics is an instrument introduced autonomously and subject to general application forthe purpose of expressing the principles of “corporate ethics” that the Company recognises and withwhich all Employees and stakeholders of the Company (e.g. suppliers, Partners, etc.) must comply;•

The Model on the other hand responds to specific provisions contained in the Decree, whose purpose
is to prevent particular types of crimes.

3.9. Recipients of the Model
Legislative Decree 231/01 provides that the Entity shall be liable for offences committed in the State by its
personnel who hold, even de facto, positions of representation, administration, management or control in
the Company or in any of its autonomous organisation units (Senior Managers), including any persons underthe management or supervision of said senior managers.
The Recipients of this Model are therefore:a)corporate bodies (including members of the Board of Directors) and holders of appointments orjob descriptions (management, management and control of the Company or one of its
organisational units) considered to be “Senior Managers”;
b)persons who exercise the functions indicated by point a) above (management, management andcontrol) even if only de facto;c)
all Company personnel (senior executives, employees and collaborators ), with any type ofcontractual relationship (even if abroad);d)suppliers, consultants and other third parties linked by contract to the Company and who operate
on behalf of said Company, commercial or business partners and anyone who acts in the nameor on behalf of the same under its direction and supervision. The Company requires these parties
to comply with the provisions of the applicable Model and Code of Ethics, by signing specificcontract clauses or declarations of commitment.
All Recipients are adequately informed through the distribution of the Model and the Code of Ethics, indifferent ways depending on the nature of the relationship of the above persons with Golden Goose.

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3.10.

Approval, update, modification and integration of the Model

Given that this Model is an official document issued by the managing body (in compliance with the provisionsof article 6, paragraph 1, letter a) of the Decree), the Board of Directors of Golden Goose is responsible for
its introduction.
Any subsequent amendments and additions (e.g. in the event of changes to the organisational structure of
the Company and/or the methods of carrying out business activities; regulatory changes; results of controls;
serious breach of the provisions of the Model) are always introduced by the Board of Directors or, after
granting the necessary powers to the same, directly by the Chief Executive Officer, after hearing the opinionof the SB, with subsequent approval by the Board of Directors, in the case of ordinary, compilation or
descriptive changes.
In particular, the Board of Directors always decides on the integration of the Model as a result of new offences
introduced by in Legislative Decree 231/01 that are important for the Company.
Any circumstances that make it necessary to modify or update the Model are in any reported in writing by
the SB to the Board of Directors or, as the case may be, to the Chief Executive Officer, in order to adopt thenecessary resolutions.
The changes to the corporate rules and procedures necessary for implementation of the Model are on theother established and approved by the departments or bodies in question.
The SB is constantly informed of updates to the Model and/or the introduction of new company operatingprocedures or any modification and integration thereto.

3.11.

Distribution and awareness of the Model
3.11.1. Training and providing Information to company personnel

Adequate training and information provided constantly to Recipients regarding the principles and provisions
contained in the Model, its attachments and operating procedures in question are of great importance forthe correct and effective implementation of the Model.
The information, communication and training activities are monitored by the Supervisory Body which may
propose any additions it deems useful.
With the intention of ensuring the ongoing effectiveness of this Organisation Model and Code of Ethics,
Golden Goose sets itself the objective of guaranteeing a correct understanding of the rules of conduct it
contains both in the case of for resources who are already employed by the company and in the case of
future resources, using a different level of detail according to the different level of involvement of said
resources in processes that are considered to be sensitive.
In order to attain the above objectives, Golden Goose organises training and information courses for:a) anyone who cover, even de facto, a management, administration or control function in the Company
or in any of its autonomous organisational units (Senior Managers);b)

employees of the Company, even if posted abroad (so-called persons under the management or
supervision of others);c) anyone who collaborates with the Company and/or work on its behalf;d) the members of the Supervisory Body.
•

2

The initial communication

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This Model (including all and any updated versions) is sent to the members of the corporate bodies (whenthey not directly involved in the approval of the Model) and to all executive and non-executive personnel by:i) e-mail to which a file of the Model and related attachments are attached; ii) posting a copy of the generalpart of the Model on company bulletin boards; iii) publication of the full version of the Model andattachments on the company Intranet (https://goldengoose365.sharepoint.com/sites/goldenhub) .
The communication advising that the Model has been introduced may also be made through specificmeetings during which the exemption system, the Organisational Model, the Code of Ethics and related
management procedures prepared by Golden Goose to implement the Model, will be presented.
Unless otherwise decided by the senior management and the Chief Talent Officer, all newly hired personnel
receive the following documentation:- the Organisation Model (available on the company Intranet);- the Code of Ethics (available on the company Tntranet).
All personnel present on the company premises, new hires and third parties who work on behalf of theCompany are required to sign a declaration of acceptance of, and commitment to comply with, the Model(and Code of Ethics).
Continuous training
Training, to disseminate knowledge of the law indicated by the Decree and the provisions contained in the
Organisation Model and the Code of Ethics, is mandatory, continuous and diversified. All resources present
at Golden Goose, whether they hold a “senior” position or are “under the management or supervision ofothers”, shall be required to participate and attend the training courses organised on the administrative
liability of entities within the meaning of Legislative Decree no. 231/01, that are diversified according to therole covered in the company and processes that are considered to be sensitive.
These meetings are organised to help employees understand the law indicated by the Decree and Model,
and are organised by the Company, with methods and contents where this is considered to be appropriatethat are diversified according to the roles held in the company and the degree of involvement in the activities
identified as sensitive pursuant to Legislative Decree 231/01, with a rate of attendance that ensures anunderstanding of the Decree and distribution of the Model and the Code of Ethics.
Participation in training programs is documented and attendance checks and learning assessments are made.
Specific courses may also be planned for the members of the Supervisory Body who are thus ensured ofcontinuous and necessary updating, both to keep up-to-date with the rapid evolution of the law in question
and to better perform their supervisory and control activities.
Training is organised and managed by the Chief Talent Officer with the assistance of Golden Goose's Learning,
Development & Culture manager , who, together with the Supervisory Body, prepares an annual basic
training plan which takes into account different staff training requirements. The Supervisory Body, with thesupport of the competent departments, ensures that everyone in the company complies with the obligation
to participate and attend the training courses, as well as the effectiveness of the training activities. If
Recipients do not comply with said obligation, disciplinary sanctions will be applied against them.
•

The tools through which Golden Goose ensures an adequate level of training are the following:
•
•
•

2

the Intranet site which is updated in collaboration with the Supervisory Body (continuously accessible);institutional courses (e-learning or classroom);communications to all company personnel (e-mail updates, circulars, etc.).

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3.11.2. Information to suppliers and business partners
Golden Goose promotes awareness of and compliance with the Model even among its suppliers and business
partners partner commerciali e fornitori, sia di beni che di servizi.
Suppliers and business partners will be informed about the Model at the start of or during the professionalor commercial relationship, possibly even by viewing the summary of the Organisation Model and the Codeof Ethics on the company website. The letters of appointment and agreements will also contain specificclauses with which the persons who sign them agree to comply with the rules of conduct expressed by the
Model, also accepting that any breach thereof may be grounds for termination of the contract.

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4. THE SUPERVISORY BODY
4.1. The members of the Supervisory Body
In compliance with the provisions of article 6, paragraph 1 b) of the Decree, a Body with supervisory andcontrol functions has been set up at Golden Goose, known as the “Supervisory Body” or “SB” with regard to
the functioning, effectiveness, adequacy and compliance with the Model.
In exercising its duties, the SB bases itself on principles of autonomy and independence, professionalism,
integrity and continuity of action.
a) autonomy : the SB has decision-making autonomy. It is independent from the Company, has no operationaltasks and does not participate in management activities. Moreover, the SB carries out its duties without any
form of conditioning on the part of the company management and its activities cannot be questioned by anyother body or department of the Company. In order to guarantee the principle of autonomy, the SB istherefore considered to be staff, which is the highest in hierarchical terms, and reports directly to the
executive body (Board of Directors) of the Company.
b) independence: the members of the SB must possess the independence requirement which confirms andcompletes the above autonomy requirement. The requirement of the independence of the SB would be
worthless if the persons in question were to be in a condition of dependence or involvement of interests withrespect to the senior managers.
c) professionalism and integrity: the SB must be professionally capable and reliable. Considered as a whole,
the Body must possess the technical-professional skills appropriate to the functions it is called upon to
perform. Legal, accounting, business, organisation and auditing skills are required.
e) continuity of action: in order to guarantee the effective and constant implementation of the Model, theSB guarantees a commitment, which may not be exclusive, to effectively fulfil the commitments accepted.
The SB has the right to introduce its own “Regulations” in order to govern the aspects relating to theoperating methods of its functioning, including the methods of calling and holding meetings, the validity ofmeetings, the planning of activities, the timing of checks and the identification of controls and analysis
procedures.

4.2. Composition, appointment and duration
The Supervisory Body is appointed by resolution of the Board of Directors which, in the same resolution,
decides the composition, number and qualification of the members, the duration of the mandate andestablishes the financial resources (annual budget) available to the SB to perform its functions autonomously
and without the obligation of requesting the prior authorisation of the senior management. Every year, theSB prepares and submits a prospectus to the BoD for approval (even in the context of the reports mentioned
in paragraph 4.6) containing the final balance of any financial resources spent and an indication of theresources it considers to be necessary for the coming year.
Legislative Decree 231/01 does not provide specific indications as to the composition of the Supervisory
Body. Without such indications, the Company has opted for a solution which, taking into account the
purposes pursued by the law and established case law, ensures, with respect to its size and organisational
complexity, the effectiveness of the controls for which the Supervisory Body is responsible.
The Company has therefore opted for a Supervisory Body, consisting of at least to two and no more than
five members whose appointment, approved by the Board of Directors, allows the establishment of a bodywhich, as a whole, satisfies the above requirements of autonomy, independence, professionalism andcontinuity of action.

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4.3. Appointment requirements and causes of ineligibility
Persons with proven knowledge of the Company and particular professionalism may be appointed as
members of the SB. In the latter case, the members of the SB are selected from qualified persons and experts
in legal matters and matters of company organisation and management, inspection and controls, risk analysis
and assessment and interviewing techniques and processing of questionnaires.
The individual members must also fulfil the requirements of autonomy, independence, integrity and morality
established by current and applicable laws and on the basis of the interpretation of applicable case law.
Therefore, none of the following may be appointed as a member of the SB, and if appointed goes out of office:a. anyone who finds him or herself in any of the circumstances mentioned by section 2382 of the Italian Civil
Code;b. anyone who finds him or herself in a situation of conflict of interest or which may compromise its
autonomy and independence or holds, directly or indirectly, shareholdings of such a size as to allow themto exercise control or significant influence on the Company;c. anyone who is a spouse, relative or relative by marriage within the second degree, or business partner, of
any person under its control and supervision, and having interests in common or in conflict with the same;d. anyone is undergoing investigation for any of the crimes mentioned in the Decree or who has been
convicted, even if the sentence is not final, or a penalty has been applied at the request of the parties, forthe same crimes;
e. anyone who has been a member of the Supervisory Body of a company against which the penalties
provided by article 9 of the Decree have been applied, due to inadequate control of the SB or has held theposition of director - in the three financial years prior to its appointment as member of the Supervisory
Body - of companies in bankruptcy, administrative compulsory liquidation or similar procedures during
the term of office;4.4. Waiver, revocation and replacement
The members of the SB have may refuse to accept the appointment.
Waiver of the appointment may be exercised at any time, with prior notice of at least 3 months, with written
communication to the Company's Board of Directors, specifying the reasons for the waiver. A copy of thenotice must be sent for information purposes to the other members of the Supervisory Body and to the Boardof Statutory Auditors.
A member of the SB may be revoked by the Board of Directors in the case of any of the following
circumstances:a. repeated breach or unjustified inactivity in performing its duties;
b. bans may be imposed by the Company due to inactivity of the members of the Board;c. loss of the necessary requisites or supervening ineligibility as specified in paragraph 4.3 above;d. serious breach of the mandate, with respect to the functions indicated in the Model, including breach ofconfidentiality obligations;e. failure to participate, without justified reason, in two or more meetings of the Board over twelve
consecutive months.
In the event of waiver, supervening incapacity, death or revocation of the SB, the Board of Directors, having
been promptly informed, will take the appropriate decisions without delay.

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4.5. Activities of the Supervisory Body
In exercising its functions, the SB supervises:a. compliance with the Model by the corporate bodies, employees and collaborators, and within the limits
established, by suppliers and commercial partners;b. the effectiveness and adequacy of the Model, to prevent crimes, with respect to the corporate structure
and activities;c. the opportunity to update the Model by proposing to the Board of Directors any modifications caused bychanges to the corporate, regulatory and/or socio-environmental conditions;d. the whistleblowing procedure and compliance with the guarantees to ensure the confidentiality of theinformation contained in the reports of offences and the identity of the whistleblower, guaranteeing that
there will be no form of retaliation or discrimination against the whistleblower.
As part of the above tasks, the SB carries out the following activities:
collects, processes, files and updates information on the functioning of and compliance with theModel, including the documentation of the Model and mapping of the company areas considered
to be at risk of crimes, the relative updates and reports on the supervision activities;operiodically carries out internal audits on the company's activity in general, including thewhistleblowing procedure, and processes considered to be at risk of crimes, including surprise
checks;operiodically carries out checks on the map of the areas at risk of crime, in order to verify theadequacy thereof with respect to interal and/or external changes of the Company;overifies and checks that the documentation relating to the activities identified in the Model iseffective and kept correctly;oprepares specific information channels in addition to those already provided by the Model, whichmake the exchange of information to and from the SB and the flow of reports about offences to
the SB by Recipients, fast and easy;opromptly reports to the Board of Directors any cases of breach of the Model;
opromptly informs the Board of Directors of any changes/update considered to be important interms of carrying out the activities of the Supervisory Body, and for the correct fulfilment of theprovisions of the Decree;ocoordinates the activities for which is is responsible with those of the other company control
functions and bodies, arranging, if necessary, special meetings, in order to better monitor thecompany activities in an integrated perspective of the control systems.
As required by law, the SB has autonomous powers of initiative and control in order to supervise thefunctioning of and compliance with the Model. The SB however has no coercive powers or powers tointervene in order to modify the corporate structure or apply penalties against employees, corporate
bodies, consultants, partners or suppliers; the corporate bodies or competent corporate functions havethese powers.
Moreover, in order to carry out the inspection activities within its remit, the SB has access, within the limits
established by the Privacy Law (Legislative Decree 196/2003 as amended by Legislative Decree no. 101 of
10 August 2018, containing “Provisions for the adaptation of the national law to the provisions of regulation(EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection ofindividuals with regard to the processing of personal data, as well as the free movement of such data andwhich repeals Directive 95/46/EC (general data protection regulation”), to all company documentation thatit considered to be relevant as well as IT and information tools relating to activities classified or that may beo2Page 25 /35

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classified as at risk of crime .
In carrying out its duties, the SB may make use of the assistance of all the structures and departments of
the Company but under its direct supervision and responsibility, as well as external consultants with specificprofessional skills for the execution of activities that require specific knowledge. These consultants willreport directly to the SB about the work they do.
By way of example only, the Supervisory Body may make use of:othe Chief Talent Officer, e.g. for the implementation of the personnel communication and training
plan, the implementation of the disciplinary system and the management of disciplinary
proceedings;othe Chief Corporate Officer and Head of Administration & Tax , e.g. in order to control the budget,
accounting and tax activities and the Finance & Treasury manager, such as the management offinancial flows;othe Legal function e.g. to support its supervisory activities and for the interpretation of the law
and examination of any updates, and case law rulings on the matter;o
the Safety Prevention and Protection Manager (RSPP) with regard to issues relating to the
management of workplace health and safety;othe Internal Audit function, if present, to support its supervisory activities.
The verification and surveillance activities on the Company's Model can therefore be:ooperformed directly by the SB;commissioned by the SB to other subjects internal and/or external to the Company (in the lattercase using the SB's budget).

Once a year the SB autonomously plans the checks it intends to carry out on the company’s
processes/activities that are considered to be sensitive to the risk of the crimes indicated by Legislative
Decree 231/01, according to a plan established and agreed by its members, without prejudice to any otherneeds that may arise during said activities.
The checks carried out on the Model may be planned and pre-announced to all personnel on whom thechecks are to be carried out or may be performed without warning, in other words, without priornotification to the personnel in question.
Once the check has been carried out, the SB draws up a report/minutes of the check (which is filed, together
with all the applicable documents, by the SB), that should indicatr any critical issues that have been found(by the SB or the persons who are instructed to carry out the check) during the check and suggests corrective
actions in order to resolve the critical issues identified. The Chief Executive Officer and the Board of Directors
are informed of the results of the check, so that any corrective measures and actions that may be necessary
can be assessed and introduced.
During the follow-up checks, the SB will decide the correct implementation of any corrective actions
suggested and/or any other actions taken by the Company.

4.6. Reports by the Supervisory Body to senior management i
The SB shall immediately report in writing to the Board of Directors:oany ascertained violation of the Model or alleged crimes;oany important issues that may be ascertained during its analysis and checks.
The SB shall also immediately inform the Board of Directors in writing, requesting that a Shareholders'2Page 26 /35

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Meeting be called, if the violation or alleged crime involves the directors of the Company.
Without prejudice to the obligation of immediate communication, every six months the SB will send a reportto the Board of Directors, on the activities carried out in the period in question, including checks carried out
and results, any reports received and the need to implement corrective actions and adjustments to theModel.
The following aspects are addressed in the report:
any checks and controls carried out by the Supervisory Body and the results of said checks and controls
any critical issues that are discovered;
the status of corrective and improvement measures introduced to the Model;
legislative innovations or organisational changes that require updates in identifying the risks or otherchanges to the Model;
disciplinary penalties imposed by the competent bodies and departments due to violations of theModel;
reports received from internal and external parties during the period in question regarding alleged
violations of the Model or the Code of Ethics;
the activity plan for the following semester;
any other information considered to be important.

•
•
•
•
•
•
•
•

The Supervisory Body in any case has the right to request to be heard by the Board of Directors, if it considers
this to be necessary. Likewise, the Board of Directors has the right to call a meeting of the Supervisory Body
if the Board considers this to be necessary. Meetings with the corporate bodies to which the Supervisory
Body reports must be documented. The Supervisory Body files the documentation.

4.7. Checks and information flows to the Supervisory Body
A) Whistleblowing and reporting of offences or violations
Golden Goose will identify the recipient of the reports as provided by the whistleblowing system2(hereinafter, “Whistleblowing Officer”). The SB will be informed, directly, if it is identified by the Company
as the recipient of the reports (thus assuming the role of Whistleblowing Officer) or indirectly (e.g. througha different Whistleblowing Officer identified by Golden Goose), about events that could imply theadministrative liability of Golden Goose pursuant to Legislative Decree 231/01.
In particular:ooothe members of the corporate bodies, employees and collaborators of the Company
consultants and personnel of the companies controlled by the Company,
any other party identified by the Company in this regard,

shall report directly to the Supervisory Body (if it acts as Whistleblowing Officer) any information relating tooffences within the meaning of the the Decree that have been committed, or that in its reasonable belief
2In this regard, Law no. 179 of 30 November 2017, containing the “Provisions for the protection of persons who report a crime orirregularities of which they have become aware in the context of a public or private employment relationship”, added three newparagraphs (paragraph 2-bis, 2-ter and 2-quater) to article 6 of the Decree, also introducing certain safeguards in the private sector(for example, the prohibition of taking retaliatory or discriminatory actions for reasons related, directly or indirectly, to the reportand protection of the whistleblower's confidentiality, etc.) for senior managers and the persons who report to them, who reportunlawful conduct, pursuant to the Decree, or violations of the Model, of which they become aware in performing their duties. In
addition to the above, the new paragraphs of article 6 of the Decree also introduced the obligation for entities to introduce specificcommunication channels, that should be included in the Model, through which reports of serious unlawful conduct may be submitted,
pursuant to the Decree, guaranteeing the confidentiality of the whistleblower even through IT systems. The whistleblowing reglations
are also governed by EU Directive 2019/1937 that is currently being implemented in Italy.

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may be committed, including any violations of the Model or the Code of Ethics in the activities carried out
by the Company, of which they have become aware while performing their duties on behalf of the Company.
These reports should be detailed and based on precise and consistent facts.
If the Whistleblowing Officer is however a person other than the Supervisory Body, the Company shallensure that the SB indirectly and promptly receives (for example, through the Whistleblowing Officer inquestion) an appropriate flow of information about the important information made subject of the reportand related results.
To this end, the Company Model includes a specific procedure, to regulate the above whistleblowing system.
Information about the following matters must also be sent to SB:
o

o

o

o

orders and/or information from the criminal investigation departments, or any other authority,
which confirm that investigations are being carried out, even against unknown subjects, for thecrimes indicated by Legislative Decree 231/2001 if said investigations involve the Company or its
employees, corporate bodies, suppliers, consultants and partners;
requests for legal assistance forwarded by senior managers and/or employees if legal proceedings
are filed for the crimes provided by Legislative Decree 231/2001, including requests for legal
assistance proposed by shareholders, directors, senior managers for the crimes provided by
Legislative Decree 231/2001;
reports drawn up by the managers of other departments or corporate bodies of the Company
during any checks they carry out from which critical facts, acts, events or omissions are discovered
with respect to compliance with the provisions of Legislative Decree 231/2001;
information about disciplinary proceedings filed for violations of the Model and any penalties
applied (including measures against Employees) or the dismissal of said proceedings together withthe reasons, if these are linked to the offences or violation of the rules of conduct or proceduresof the Model.

The way in which reports about serious unlawful conduct are sent, received, examined, processed andhandled pursuant to Legislative Decree 231/01, including violations of the related Model, and possible
whistleblowers, the reporting channels and the manner in which whistleblower's confidentiality isprotected, are better defined and regulated in the above whistleblowing procedure.
The reports (and results thereof) will be filed and included in periodic reports to the corporate bodies andSupervisory Body (if the Whistleblowing Officer is not the Supervisory Body).
The Company guarantees that whistleblowers will not suffer any form of retaliation, discrimination or
penalisation and ensures complete confidentiality of their identity, without prejudice to legal obligations
and the protection of the rights of the Company or persons who have been wrongly accused and/or are
accused or in bad faith.
B) Other reports and/or communications
In addition to reports of events that could give rise to the administrative liability of Golden Goose pursuant
to the Decree, the following are also sent to the Supervisory Body, so as to allow the SB to carry out its
supervisory and monitoring activities on the adequacy, updating and correct application of the Model:oinformation regarding the change in the organisational structure, including the system of proxies
and powers;ominutes containing resolutions of the Board of Directors of relating to matters involving
Legislative Decree 231/01 and the related Model;oany changes of the risk areas and new operating procedures;

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new operating activities or changes to the Company's business and any other circumstance
relating to the company's activity that may expose the Company to the risk of committing theoffences specified by Legislative Decree 231/01;
oinformation on dealings with suppliers, consultants and partners who operate on behalf of theCompany in the context of sensitive activities;oextraordinary transactions carried out by the Company;oin general, any information or documentation that may have an impact on the organisation of theCompany and the Model or that are, in any case. pertinent to transactions carried out by theCompany, above all in areas of activities at risk.
The flow of information to the SB includes documents and/or reports which the different offices of theCompany must periodically send to the SB as specifically provided in each special section of the Model.
The periodic document flow may be sent directly, and personally, or through specially preparedcommunication channels, in any of the following ways:oto the SB's e-mail address: odv@goldengoose.com;oby ordinary mail addressed to the Supervisory Body of Golden Goose at the registered office or to
the address of the members of the SB.
The Company may decide, together with the SB, whether it is necessary to identify one or more internalmanagers (so-called “231 Representatives”) for each area or activity at risk of offences or for each company
area, who will provide and ensure the above information flows to the SB.
The SB has the right to suggest additions and modifications to the above information flow system just as itcan, within the scope of its autonomous powers of initiative and control and in line with the provisions of
this Model, define and summarise said information flow system in a specific procedure or schedule,
containing the subject matter of the information flows, the corporate functions involved and the methods
and times for sending them.
Moreover, the SB may be consulted for explanations on the provisions of the Model.
o4.8. Collection and Filing of Information
The information and reports provided by the Model are filed by the Supervisory Body in a special database
and/or paper archive. Only the SB is allowed access to the database or archive and shall ensure theconfidentiality of all and any facts and circumstances of which it becomes aware during its mandate, withthe exception of communications which it is required to make by law.

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5. DISCIPLINARY SYSTEM
5.1 General Principles
In order to guarantee the effective implementation of the Model, Golden Goose has established a systemof penalties that may be applied in the event of violation of the rules of conduct and procedure establishedthereby.
The definition of the disciplinary measures that may be applied in the case of any violation of the rules ofthe Model ensures the efficiency of the action of the Supervisory Body and its purpose is to guarantee theeffectiveness of the Model (article 6, paragraph 1 (e) of Legislative Decree 231/01).
The application of this disciplinary system and the related penalties is independent from the filing andoutcome of criminal proceedings that the Judicial Authority may initiate if the conduct in question also
implies one of the predicate offences provided by Legislative Decree no. 231/01.
If disciplinary penalties are applied against the recipients of the Model, Golden Goose must firstly grade thepenalties that may be applied with respect to the different levels of danger and/or seriousness that the
conduct implies for committing the crimes provided by the Decree.
The type and extent of the penalty will vary according to the following factors:•

the subjective aspect of the conduct, depending, in other words, on whether said conduct wascharacterised by wilful misconduct, negligence or inexperience;•

importance of the obligations violated or any recurrence of non-compliant conduct;•level of hierarchical and/or technical liability of the perpetrator of the conduct, against whom thepenalty was applied;•

sharing of responsibilities with other persons who may have contributed to violation of the rules
established by the Model;•

the presence of aggravating or mitigating circumstances, above all with regard to professionalism,
previous professional services, previous disciplinary actions, the circumstances in which the crime
was committed;•

level of risk to which the Company is considered to be exposed as a result of said irregular conduct.

Pursuant to the combined provisions of articles 5, (b) and 7 of Legislative Decree 231/2001, the penalties
provided in the following paragraphs will be applied, according to the seriousness of the offence, against
Company personnel who commit the following violations (hereinafter “Violations”):a) failure to comply with the provisions of the Model, the related Protocols or the Code of Ethics andlegal regulations;b) failure to comply with the procedures for documentation, filing and control of the documents
provided by the Protocols;c) violations and/or circumvention of the control system, achieved by removing, destroying or altering
the documents provided by the Protocols or preventing the control of or access to information anddocuments by persons in charge, including the Supervisory Body.
A verbal warning may be given when, in the worker's diligence in complying with the rules of conduct set
forth by the Model and its behaviour towards superiors and work colleagues, there are faults not attributable
to the deliberate intention of not doing his or her duty. A written warning, which will be of a more specificadmonitory nature, will be used when the fault, even if minor, tends to be repeated and it is therefore

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necessary to warn the person, in a stronger manner than a mere verbal warning, that more serious penalties
will be applied.
Dismissal or termination of the employment relationship or contract will instead be applied in the case of aworker who (i) is in serious breach of the regulations or the rules of diligence at the workplace, with respect
to the provisions of the Model, and causes serious moral or material damage to the company, or (ii) commits
criminal acts in any way associated with the employment relationship.
The corporate bodies and departments, who should immediately inform the Supervisory Body, shall ascertain
whether or not a disciplinary offence has been committed, as well as for the consequent proceedings andpenalties applied.
Penalties related to whistleblowing
Without prejudice to the above, pursuant to article 6,paragraph 2-bis, (d) of the Decree, for the
implementation of the so-called whistleblowing system, the disciplinary system of the Model provides
appropriate penalties for the following violations:a)b)reports that prove to be false and/or unfounded made intentionally or with gross negligence by
the whistleblower;
violations of the whistleblower's protection measures.

As regards the former, if, after carrying out internal checks, the report relating to an offence or violation of
the Model should prove to be unfounded, investigations will be carried out to ascertain the gross negligenceor wilful misrepresentation of the unlawful report and, should this be confirmed, the Board of Directors, theChief Executive Officer and/or the company department in question will apply the disciplinary measuresprovided by the applicable National Collective Bargaining Agreement or by the contracts and the applicablelaw in force and, if the conditions or presuppositions exist, will file a report, if necessary even a criminal
report, against the whistleblower, unless the latter produces further proof to support his/her report. In theevent of abuse or falsification of the report, the whistleblower shall in any case be potentially liable forslander, defamation, forgery, moral damage or other civil or criminal damage.
In the case of the latter, breach of the obligation of confidentiality or retaliatory or discriminatory acts against
the whistlebower implies disciplinary liability pursuant to the applicable National Collective Bargaining
Agreement, contracts and laws, without prejudice to any further form of liability provided by law.

5.2 Measures against Directors and Statutory Auditors
In the case of breach by a member of the Board of Directors or the Board of Statutory Auditors, and inparticular in the case of violation of the whistleblowing procedures (i.e. if a false report is submitted
intentionally or with gross negligence or in the case of threats, discriminatory or retaliatory measures against
the whistleblower or breach of the whistleblower's obligation of confidentiality), the Supervisory Body must
immediately inform the Board of Statutory Auditors and the Board of Directors, who shall apply the necessary
measures, above all in accordance with current corporate laws.
If no action is taken by the competent bodies, the SB shall request the intervention of the shareholders'meeting.

5.3 Measures against the members of the Supervisory Body
In the case of violation by a member of the Supervisory Body, and in particular, violation of thewhistleblowingprocedures (if a false report is submitted intentionally or with gross negligence or in the caseof threats, discriminatory or retaliatory measures against the whistleblower or breach of the whistleblower's
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provisions of the Model, shall inform the Board of Statutory Auditors and the Board of Directors, who will inturn take the appropriate measures above all with respect to the provisions for the respective category towhich the various members belong and in compliance with the rules of the Body and the criteria for the termof office and replacement of the members thereof, as provided by the Model and the letters of appointment
or the agreements governing the relationship.

5.4 Measures against employees classified as senior managers
In the case of breach by a senior manager, and in particular in the case of violation of the whistleblowing
procedures (i.e. if a false report is submitted intentionally or with gross negligence or in the case of threats,
discriminatory or retaliatory measures against the whistleblower or breach of the whistleblower's obligationof confidentiality), the Supervisory Body must ensure that all the penalty procedures are initiated.
In the case of senior managers, confirmation of the violation may imply the application of measures andprovisions considered to be most appropriate in compliance with applicable provisions of the law, thecontract and company regulations, with respect to the seriousness of the violation and any recurrence
thereof, as well as in consideration of the particular relationship of trust that characterises the relationshipbetween the Company and the senior manager in question.
If the violation is ascertained and confirmed, the penalties indicated below will be applied, proportionally tothe factors of importance specified by the above paragraph 5.1:
a)Cease and desist warning

A cease and desist warning may be given in the case of:1) Non-serious violation of the provisions of the Protocols provided by the Model or negligent conductthat does not comply with the provisions of the Model (including omission of checks or reporting or
acquiescence of irregularities by other employees) ;2) Violation of whistleblowing procedures, if discriminatory or retaliatory measures are threatenedagainst the whistleblower or breach of the whistleblower's obligation of confidentiality.
The senior manager may be required to pay compensation for damages, as well as a fine, depending on theseriousness of the non-compliance and/or omitted reports and acquiescence.
b)

Dismissal pursuant to section 2118 of the Italian Civil Code:The person in question may be dismissed in the case of:1) serious violation of the provisions of the Protocols provided by the Model or seriously negligent
conduct that does not comply with the provisions of the Model (including omission of checks orreporting or acquiescence of serious irregularities by other employees)2) Violation of whistleblowing procedures, if a false or unfounded report is submitted intentionally orwith gross negligence;3) serious or repeated (during the year) Violation of the whistleblower’s obligation of confidentiality orin the case of Violation of the whistleblowing procedures through discriminatory or retaliatory
measures against the whistleblower.
c)

Dismissal for just cause:

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1) clear and serious Violation that may concretely imply the application against the Company of themeasures provided by Legislative Decree 231/2001, attributable to very serious faults that
undermine the trust on which the employment relationship is based and in any case that do not
permit the continuation, even temporarily, of the relationship;2) Serious violation that may constitute a possible offence within the meaning of Legislative Decree
231/01, which exposes the Company to an objective situation of danger, thus constituting significant
breach of the obligations to which the worker is bound in carrying out its employment duties;3) serious or reiterated (during the year) Violation of the whistleblowing procedures, if a false or
unfounded report is submitted intentionally or with gross negligence, with damages for theCompany;4) serious or repeated (during the year) Violation of the whistleblowing procedures, in the case of
discriminatory or retaliatory measures against the whistleblower, with damages for the Company.
Pending the decision on the final disciplinary measure, Golden Goose applies the precautionary measuresprovided by the applicable labour law.
This paragraph incorporates all the provisions established by law and the applicable Collective Agreement,
relating to the procedures and obligations to comply with when applying penalties.

5.5 Measures against employees and senior managers
The Model is an integral part of the Company regulations and therefore any substantial violations of thesingle rules of conduct provided by the Model and related documents and company procedures on the partof Employees, and in particular, Violation of the whistleblowing procedures (i.e. submitting false reports
intentionally or with gross negligence or any discriminatory or retaliatory measures that may be threatenedor applied against the whistleblower or violation of the whistleblower’s obligation of confidentiality),
constitute (a) breach of the obligations relating to the employment relationship, (b) a disciplinary offence inaccordance with the provisions of the applicable National Collective Bargaining Agreement (CCNL) andapplicable laws, and (c) a prejudicial event for the recognition of bonuses and/or incentives.
Committing a disciplinary offence implies the initiation of a disciplinary procedure at the end of which, if the
Employee’s liability is ascertained and confirmed, a disciplinary measure is issued with the application ofpenalties. The above procedure and disciplinary measures are governed by article 7 of Law no. 300/1979(Workers' Statute), the applicable CCNLs and labour law.

5.6 Measures against external collaborators
Violation by external collaborators of the Company and in particular Violation of the whistleblowing
procedures (i.e. the submission of false reports intentionally or with gross negligence or if discriminatory or
retaliatory measures are threatened or applied against the whistleblower or breach of the whistleblower’s
obligation of confidentiality), may imply, pursuant to the provisions of the specific contractual clauses
contained in the letters of appointment or agreements, early termination of the contractual relationship,
pursuant to section 1456 of the Italian Civil Code, without prejudice to the right to claim compensation if theabove Violations may cause concrete damage to the Company.

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5.7 To this end, all external collaborators of the Company are required to sign a declaration accepting,and agreeing to comply with, the Model (and Code of Ethics). Measures against suppliers andPartners
In the case of Violation by suppliers and Partners of the Company (e.g. Violation of the Code of Ethics) thecompetent corporate bodies and departments will apply penalties in accordance with the provisions of theapplicable clauses of the relative contracts and, in any case, with the application of conventional penalties,
which may include automatic termination of the contract (pursuant to section 1456 of the Italian Civil Code),
without prejudice to right to claim damages.
To this end, all suppliers and Partners are required to sign a declaration accepting, and agreeing to comply
with, the Model (and Code of Ethics).

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ANNEXESA) Organisation Chart
B) Matrix of activities at risk of offences
C) Code of Ethics

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