Organization, Management and Control Model (pursuant to L. Decree June 8, 2001 no. 231)
The L. Decree dated June 8, 2001 no. 231 “Discipline of the administrative liability of legal persons, companies and associations, including those without legal personality, pursuant to Art. 11 of the Law dated September 29, 2000, no. 300” (GU no. 140 of 06/19/2001), has introduced for the first time in our system the “liability of entities for regulatory offences connected to criminal acts” (which adds to that of the natural person who materially committed the unlawful act). According to the provisions laid down in Decree “231”, entities could be sanctioned with a pecuniary and/or disqualifying penalty, in relation to certain predicate offenses committed in the interest or to the advantage of the companies by: a) persons who have representative, administration or management roles of the entity or one of its organizational units with financial and functional autonomy, as well as by persons who exercise, even de facto, the management and control of the same; b) persons subject to the management or supervision of one of the subjects referred to herein at letter a).
In compliance with the provisions of L. Decree no. 231/2001, the Directors of the Master Group approved the adoption of an Organizational, Management and Control Model (hereinafter referred to as the “Model”) suitable for preventing the offenses envisaged by the above law. The Model of the Group Companies was defined based on the provisions of L. Decree no. 231/2001, and also on the jurisprudential developments and the specific Guidelines established by the Trade Associations.
THE SUPERVISORY BODY
The L. Decree no. 231/2001, Art. 6, paragraph 1, lett. b) provides, among the essential preliminary requirements for the exemption from liability resulting from the commission of crimes, for the establishment of a Supervisory Body with autonomous powers of initiative and control, with the task of supervising the functioning and conformity of the Model, and updating of the latter.
Therefore, the Group Companies, as part of the adaptation of their organization and control system to the provisions of Legislative Decree no. 231/2001, have provided for the establishment of a Supervisory Body, in charge of supervising the adequacy and functioning of the Model.
THE CODE OF ETHICS
The Code of Ethics represents an essential Annex of the Model.
In carrying out their services, all those who act, operate and collaborate in any capacity with the companies of the Group (employees, consultants, suppliers, and third parties in general) have to face situations that require the adoption of behaviours that are relevant under various profiles, among which, the most important are the ethical and the legal ones.
Everyone has the duty to maintain and ensure that their collaborators and interlocutors behave in accordance with the general principles of absolute honesty, loyalty, good faith, balance, fairness and diligence, and also in compliance with the specific obligations that may derive from ethical principles and, in any case, from those principles deemed due by virtue of the context and purpose of their own mission.
The purpose of the Code of Ethics is to provide general guidelines of an ethical and behavioural nature, which one must comply with in the execution of their duties, as well as to help prevent the predicate offenses specified in L. Decree no. 231/2001.
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