Legislative Decree No. 231/2001 and Code of Ethics
In 2004, the Company launched the so-called "231 Project" aimed at drawing up its organisation model within the meaning of Legislative Decree No. 231/2001 on the vicarious liability of entities for criminal offences committed by high-level company executives or persons placed under their managerial control or supervision. The activities undertaken since then consisted in the drafting of the following documents illustrating the system of procedures and checks implemented with a view to reducing the risk of the commission of the offences falling within the scope of the aforesaid Legislative Decree: the Group's Code of Ethics, the Principles and Guidelines of the Organisational, Management and Control Model and the Organisational Model.
The Organisational Model is accordingly divided into specific and distinct sections, each featuring: (i) an indication and description of the specific Article of Legislative Decree No. 231 it refers to; (ii) an illustration of general implementing principles and related rules of conduct, and where necessary, specific procedures to be followed in the areas at risk identified during assessment, as well as related support areas; (iii) specific appendices setting forth the statutory definitions of the offences to which the section refers.
The Board of Directors has resolved to appoint the following members of the aforementioned Supervisory Body: Marco Rigotti (Adjunct Professor of Commercial Law at Bocconi University) as Chairman, Chiara Burberi (Company’s Independent Director) and Michaela Castelli (Secretary of the Company’s Board of Directors) and has set their mandate to last until the date on which the Shareholders’ Meeting is called to approve the 2014 Financial Statements.
The Supervisory Body is entrusted with the task of:
• implementing the Model;
• overseeing the effectiveness of the Model, with a view to ensuring that conduct within the Company complies with the Organisational, Management and Control Model itself;
• monitoring the efficacy of the Model, by carrying out checks to ensure that the latter is suited to the goal of preventing the offences in question;
• updating the Model, so as to adapt the same to changes in the corporate environment and/or structure;
More specifically, the tasks of the Supervisory Body include:
a) oversight of the effectiveness of the Model and implementation of the applicable internal control procedures;
b) checking for efficiency in terms of the prevention of unlawful behaviour;
c) ensuring that all statutory and regulatory requirements are met constantly over time, and introducing changes and updates where necessary;
d) implementing concerted action with the other corporate units involved, so as to ensure that the Model and the system set up to oversee compliance with the same, are constantly updated and adapted to current requirements;
e) ensuring the flows of information falling within its purview;
f) liaising with the Supervisory Bodies set up within other Group companies;
g) preparing an oversight plan for the Company's various business areas, to be drawn up in light of the principles of the Model;
h) undertaking routine and extraordinary oversight activities;
i) reporting all breaches of the Model to the relevant corporate departments and monitoring the application of disciplinary measures, in collaboration with the Human Resources Department.
In undertaking its tasks, the Supervisory Body shall be afforded unrestricted access to all corporate information it may require to carry out its investigations, analysis and oversight activities.