RECIPIENTS OF THE NOVAMIN CODE OF ETHICS
This Code of Ethics is directed at employees, partners, and consultants who establish
relationships, directly or indirectly, stably or temporarily, with the Hello Nature Group and its
companies or otherwise to whoever operates to pursue corporate objectives.
The company commits to distributing a copy of this Code of Ethics to all employees and
collaborators and to disseminating its contents and objectives.
All recipients are required to understand the Code of Ethics and contribute to its
implementation.
Recipients of the Code of Ethics are required to comply with the laws of the countries in
which the respective companies operate. Under no circumstances is it permissible to pursue
or achieve corporate interests by violating the law.
Anyone operating within the Hello Nature organization, without distinctions or exceptions,
must align their actions and behavior with the principles and content of the Code,
recognizing that compliance with the Code is an essential part of the quality of work
performance.
Relationships between individuals, at all levels, must be based on honesty, fairness,
collaboration, loyalty, and mutual respect.
Recipients who violate the principles and rules contained in this Code undermine the
relationship of trust established with the Group and its companies.
Compliance with the law, moral integrity, ethics, and fairness must be the constant
commitment and duty of everyone operating within Hello Nature’s organizational structure.
Everything done in the course of work must be inspired by the highest standards of fairness,
completeness, truthfulness, and transparency of information.
Employees, external collaborators, and consultants must work with dedication and
professional rigor, ensuring adequate professional contributions to the assigned roles and
responsibilities while protecting the prestige and reputation of the Group.
All activities within the Group must aim to enhance, in the long term, the asset, technological,
and knowledge values of Hello Nature companies, as well as create value and well-being
for all stakeholders.
Under no circumstances can the belief of acting to the benefit or interest of the companies
justify even partial behaviors contrary to the law, principles, or contents of this Code.
Practices of corruption, illegitimate favors, collusive behaviors, or solicitations for personal
or career advantages for oneself or others are strictly prohibited.
PRINCIPLES
1.Transparency, Fairness, and Mutual Respect: These are mandatory principles in
the daily behavior and work of individuals operating within or on behalf of the Group
companies. Respect for everyone’s rights, including privacy and equal opportunities,
is a cornerstone of this Code of Ethics. Discrimination or conflicts of interest within
Hello Nature will not be tolerated.
Moral Integrity: Must characterize the behavior of the entire organization.
2.Diligence, Responsibility, and Competence: Within the Group, everyone must
perform their tasks in accordance with the professional and technical levels required
by their role. At all times, precautions must be taken to prevent harm to third parties,
whether death, injury, health, or material damage.
3.Loyalty: Recipients of this Code are required to focus their activities solely on
achieving the company’s objectives. All actions undertaken by recipients in
performing their duties or assignments must be guided by legality and the protection
of the company, in accordance with current regulations and internal procedures, as
well as with fairness and the ethics of responsibility. Information shared both
externally and internally must be accurate and complete.
1. PROTECTION, RELATIONS, AND MANAGEMENT OF PERSONNEL
Hello Nature promotes an internal environment of civil coexistence where every employee
interacts with honesty, ethics, and mutual respect. Each employee must perform his duties
responsibly, honestly, diligently, and with sound judgment, in compliance with the Group’s
procedures and directives. Everyone must avoid situations of conflict of interest or other
situations that could potentially harm the companies. It is emphasized that, to preserve the
integrity of the company’s image and reputation, it is advisable to avoid even the mere
appearance of a lack of integrity.
1.1Recruitment and Management of personnel
The evaluation of personnel to be hired is carried out based on the alignment between
candidates’ profiles and the expected ones, as well as the company’s needs,
ensuring equal opportunities for all concerned individuals. The information requested
from candidates is strictly related to verifying their compatibility with the professional
profile sought. Upon establishing the employment relationship, employees must
receive comprehensive information and training regarding the characteristics of their
duties and roles, regulatory and compensation elements, as well as the standards
and behaviors required for managing health-related risks.
All personnel must be hired under regular employment contracts in compliance with
legal obligations: no form of irregular or non-compliant work is tolerated. The Hello
Nature Group avoids and combats all forms of discrimination against its employees.
In personnel management and development processes, as well as during
recruitment, decisions are based on the alignment between expected and actual
profiles of employees and/or merit-based considerations.
1.2 Integrity and Personal Protection
Hello Nature guarantees the right to work conditions that respect the dignity of the
individual, combating any discriminatory or harmful attitude or behavior towards the
person. Sexual harassment is strongly condemned, and behaviors or speech that
may disturb the sensitivity of the person should be avoided. An employee who
believes to have been subject to harassment or discrimination based on age, gender,
sexuality, race, health status, nationality, political opinions, or religious beliefs can
report the incident to the human resources manager, who will assess whether there
has been a violation of this code.
1.3 Duties of Employees
The employee must act loyally in order to respect the obligations set out in the
employment contract and those provided by this code, ensuring the requested
performance. The employee must:
• Know and implement the company’s policies regarding information security to
ensure its integrity, confidentiality, and availability;
• Prepare their documents in a clear, objective, and thorough manner, allowing
for any checks by internal or external parties authorized to request them;
• Safeguard the company’s assets by properly protecting movable and
immovable property, technological resources and IT supports, equipment,
company products, information, and/or the company’s know-how;
• Work diligently to protect company assets through responsible behavior and
in accordance with operational procedures regulating their use, scrupulously
following all security programs to prevent unauthorized use or theft;
• Avoid improper use of company assets for purposes contrary to mandatory
legal norms, public order, or good morals, as well as for committing or inducing
the commission of crimes and/or racial intolerance, the glorification of
violence, or the violation of human rights.
The activity of each individual should be inspired by the desire to enhance their skills
and improve their professionalism. Employees are required to maintain confidentiality
about news and/or information of a confidential nature acquired from clients,
suppliers, competitors, or that they have access to due to their role, in order to ensure
maximum confidentiality regarding the documents and information of the company
they work for and the group in general (including projects, proposals, strategies,
negotiations, agreements, commitments, ongoing contracts, financial projections,
pricing policy, and client lists).
It is absolutely prohibited for employees and collaborators to:
• Reveal confidential information to competitors, third parties outside the group,
family members, and friends included;
• Improperly use confidential information they have come to know, even outside
of working hours;
• Disclose information about their companies to third parties, unless the
information has been made public;
• Discuss confidential business of the group or any of its companies in public or
in places open to the public where third parties may be present.
All those who operate in the name and on behalf of even a single company within the
Group are required to diligently keep all documentation related to the activity
performed, refraining from offering money or any other type of benefit to their
interlocutors, or from establishing unlawful personal relationships of favor that could
influence the outcome of the relationship.
1.4 Gifts and Forms of Benefits
The recipients of the code must not accept, even during holidays, gifts or other
benefits related to their professional activities, unless they are of modest value.
Recipients who, in the exercise of their duties, receive gifts or other benefits of
modest value are still required to promptly inform the company management: the
latter will assess the appropriateness and may request the return of such gifts.
Recipients of this code must refrain from practices that are not allowed by law,
commercial customs, or the ethical codes of the companies or organizations with
which they have relationships, if they are not in compliance with current regulations.
1.5 Conflict of Interest
The Hello Nature Group recognizes and respects the right of its employees to
participate in investments, business, or other activities outside those carried out in
the interest of its companies, provided that such activities are permitted by law and
compatible with the obligations undertaken towards the group.
It is understood, however, that any activity carried out on behalf of Hello Nature must
be aimed exclusively at fulfilling its interests. Therefore, any situations of conflict
between personal interests and those of the Group must be avoided or, at the very
least, communicated in advance. It should be noted that conflicts of interest often
correspond to violations of existing laws.
In case of doubt, the employee should consult their direct superior or the manager to
clarify whether they are in a situation that could potentially lead to a conflict of interest.
Recipients must always act loyally, in good faith, with diligence, efficiency, and
fairness, focusing their conduct on cooperation and collaboration with colleagues and
superiors, making the best use of the tools and time available to them, and taking on
the responsibilities associated with their duties.
The following activities are prohibited as they may represent an actual or perceived
conflict of interest:
• Having a significant financial interest or obligation to any external company
that is or seeks to do business with the Hello Nature Group or that is a current
or potential competitor of the group;
• Holding the position of director, manager, or any other management or
consulting role for any actual or potential competitor of the Group or
participating in activities that are directly competitive with those of the Group;
• Engaging in significant business activities on behalf of the Group with an
external company that is or seeks to do business with a company within the
Group, if a close relative of the employee is a director, manager, or employee
of that company;
• Using their position within the company or any business information or
opportunities acquired in the course of their duties for personal gain or the
benefit of third parties.
2. RELATIONSHIPS WITH EXTERNAL COLLABORATORS
External collaborators and consultants of Hello Nature are required, in the execution of the
contractual relationship established or the tasks assigned to them, to behave with fairness,
good faith, and loyalty, respecting, where applicable, the provisions of this Code of Ethics,
company regulations, and the instructions and requirements given to the Group’s staff,
under penalty of termination of the contract.
The group selects and identifies collaborators and consultants with absolute impartiality,
autonomy, and independence of judgment, without accepting any conditioning or
compromises of any kind aimed at securing or obtaining favors or advantages.
In this context, Hello Nature considers only professional competence, reputation,
independence, organizational ability, fairness, and the punctual execution of contractual
obligations and assigned tasks as requirements.
3. RELATIONSHIPS WITH CLIENTS
Relationships with clients are based on fully satisfying their needs with the goal of creating
a solid relationship inspired by the principles of fairness, honesty, efficiency, and
professionalism.
The primary interest of Hello Nature is the complete satisfaction of the clients and the
understanding of their needs.
The pillars of the customer satisfaction policy are based on the following values:
Attention: Identifying needs, even unspoken, by expanding listening channels and
establishing a relationship of mutual trust;
Credibility: Keeping every commitment made and behaving consistently with what has
been declared;
Transparency: Providing the client with comprehensive information to make them aware
both in choosing products and regarding the Group’s actions to meet their requests;
Flexibility: Adapting promptly to the needs and changes in the market and environment in
which the company operates;
Courtesy: Treating clients with respect and recognizing that their satisfaction is vital for the
well-being of the company.
Consequently, contracts and communications with clients must be based on:
• Full transparency and fairness;
• Compliance with the law and applicable regulations;
• Completeness, so that no relevant element for the client is overlooked.
4. RELATIONSHIPS WITH SUPPLIERS
Suppliers of the Hello Nature Group are required to comply with the laws and adhere to the
principles set out in this Code of Ethics.
In particular, suppliers are required to respect the human rights of workers in accordance
with applicable labor laws, with specific attention to child labor and the provisions of laws
regarding health and safety.
Suppliers are also required not to support, either directly or indirectly, mafia organizations,
terrorist groups, or any criminal organizations.
Violations of the general principles of the Code by suppliers will grant the company the right
to terminate the contract.
5. RELATIONSHIPS WITH PUBLIC ADMINISTRATION
Employees and directors of the Hello Nature Group are committed to not offering
employment and/or business opportunities to public administration personnel involved in
inspections, audits, or checks, or to their family members.
It is strictly forbidden to offer, either directly or through third parties, sums of money, gifts, or
any other kind of benefit to public administration personnel or their family members with
whom the company has any kind of relationship, in exchange for compensating or rewarding
them for an act of their office, or to induce them to perform an act contrary to the duties of
their office.
Any company within the Group, if deemed appropriate, may support public entities’
programs aimed at creating utility and benefits for the community, as well as the activities of
foundations and associations, always in compliance with applicable regulations and the
principles of this code.
If employees receive explicit or implicit requests for benefits of any kind from public
administration personnel or from individuals or entities acting on behalf of the public
administration, they must immediately suspend all relations and inform their direct superior
or the relevant company officer.
The provisions outlined above must not be circumvented by resorting to different forms of
assistance and contributions, which, under the guise of assignments, consultancies,
advertising, sponsorships, representation expenses, etc., have purposes similar to those
prohibited in this paragraph.
6. RELATIONSHIPS WITH THE JUDICIAL AUTHORITIES
Hello Nature group operates in a lawful and correct manner in the conduct of its activities,
cooperating with the Judicial Authorities and the bodies delegated by them, when
investigations are carried out against it.
To this end, recipients are required, if requested, to provide truthful, transparent, and
exhaustive testimony representing the facts, and to avoid omissions when there is a legal
obligation to act.
In the case of inspections, all existing documentation must be made available to the Judicial
Authorities, with an absolute prohibition on destroying or altering records, minutes,
accounting books, or any other type of document, as well as lying or persuading others to
do so.
7. ENVIRONMENTAL PROTECTION
Hello Nature group considers environmental protection one of its top priorities; it promotes
respect for the environment, recognizing it as a defining and rewarding element for every
type of project.
Hello Nature is committed to:
• Complying with applicable legislative requirements and any additional regulations
signed regarding the company’s environmental aspects;
• Promoting training, awareness, and empowerment activities for its staff regarding
environmental issues and the concept of sustainable development;
• Ensuring cooperation with local authorities and regulatory bodies;
• Adopting all possible procedures to minimize environmental impacts resulting from
potential emergency situations both at production and operational sites and at clients’
locations;
• Minimizing the consumption of raw materials and energy;
• Following environmental protection criteria and minimizing environmental impact in all
operational and administrative decisions.
8. PROTECTION OF HEALTH AND SAFETY
Hello Nature group is committed to promoting and strengthening a safety culture by:
• Developing awareness of risks;
• Promoting and requiring responsible behavior among its employees;
• Implementing preventive actions;
in order to safeguard the safety, health, and well-being not only of its employees but also of
all individuals who enter its premises.
Every activity within the Group must be focused on ensuring workplace safety, strict
adherence to safety regulations, and the measures required by internal procedures and
regulations.
In conducting its activities, the Group assigns significant value and implements concrete
measures to ensure the best working conditions for its employees, committing to:
• Fully comply with current legislation;
• Focus on the prevention of accidents and occupational diseases by implementing a
health and safety management system at the workplace;
• Create and maintain a safe working environment;
• Inform individuals about the risks and emergencies they may encounter and the
protective equipment available;
• Extend protection to all those who have relationships with the Group’s companies;
• Prevent risk situations and potential harm to people, property, and environmental
resources that may result from the use of the Group’s products.
9. PROTECTION OF THE COMPANY’S ASSETS
The Hello Nature Group is aware of the importance of truthfulness, transparency, accuracy,
completeness, and compliance with current regulations of accounting information.
The financial statements, reports, and communications required by law must be drafted in
compliance with the code of regulations and accounting principles, with clarity and
transparency, accurately reflecting the company’s financial and asset situation.
Directors, employees, and consultants, each within their respective duties and functions, are
required to rigorously adhere to the operational accounting and management procedures,
which must regulate the conduct of every operation and transaction. These procedures must
ensure that the legitimacy, authorization, consistency, appropriateness, correct recording,
and verifiability of transactions, including the use of financial resources, can be verified.
Those entrusted with the task of:
• Keeping accounting records;
• Preparing the financial statements or transmitting the necessary information to those
responsible for their preparation;
• Archiving accounting documentation;
must perform their duties in a manner that is:
• Accurate,
• Complete,
• Truthful and transparent, allowing for possible verifications by both internal and
external parties assigned to this task.
Accounting entries must be based on precise and verifiable information and must fully
comply with operational procedures regarding accounting. The accounting must be based
on accurate and verifiable information and must adhere fully to the operational procedures
in place for accounting. Each entry must allow for the reconstruction of the related operation
and must be accompanied by adequate documentation.
Reports, accounting records, and any document of the company must accurately and clearly
represent relevant facts and the true nature of operations and report all substantial facts of
an operation without omitting any information that would be relevant to the interpretation of
their content. All actions concerning the company’s activities must result in adequate records
that allow for audits and controls on the decision-making, authorization, and execution
processes. Any behavior that would prevent or hinder the activities of control or auditing by
shareholders, corporate bodies, public supervisory authorities, institutions, or agencies in
performing their respective activities and functions is prohibited, and the maximum
cooperation and transparency must be guaranteed.
Recipients who become aware of omissions, falsifications, alterations, incompleteness, or
neglect in the reporting and supporting documentation are required to report the facts to
their superior or the directors. No payment on behalf of the company may be approved or
made with the intention or awareness that any part of it will be used for a purpose other than
that described in the supporting documentation for the payment. Additionally, intentionally
erroneous accounting classifications are expressly prohibited.
Finally, the adequate preservation of records and documentation is required in compliance
with applicable laws and regulations, as well as internal company procedures. The
company’s assets must be managed correctly and honestly, and the directors, employees,
collaborators, and professionals working for the group must contribute to safeguarding their
integrity. Therefore, the company’s assets, goods, receivables, and liabilities must be
evaluated correctly, without attributing values higher or lower than the proper values. Illegal
operations on the share capital are not permitted.
IMPLEMENTATION AND CONTROL OF THE CODE OF ETHICS
Anyone acting on behalf of the Hello Nature Group who comes into contact with third parties
with whom the company intends to enter into commercial relationships, or with whom it is
required to maintain any kind of relationship, has the obligation to:
• Inform these third parties of the commitments and obligations imposed by the Code;
• Demand that the third parties comply with the Code’s obligations in their activities;
• Take necessary internal actions if third parties refuse to adhere to the Code or fail to
fully or partially fulfill their commitment to follow the provisions of the Code.
This Code of Ethics is communicated to all internal and external parties through specific
communication and information activities