Organisational Model ex Legislative Decree 231/01 (Ita)

The corporate decision to adopt an Organisation, Management and Control Model in compliance with the requirements of Legislative Decree 231/01 (Ita), constitutes an act of social responsibility of G&A towards its stakeholders, to guarantee conditions of correctness and transparency in the management of corporate activities.

The company management has adopted this Model together with the Code of Ethics and the Disciplinary Code. It has been also integrated with the procedures of the ISO 9001 Quality Management System. This is the program to ensure effective prevention and detection of violations of laws, as well as the set of corporate governance tools aimed at allowing healthy and consistent management of the company with the objectives set.

G&A is also determined to ensure that the above corporate governance standards adopted are constantly adequate to prevent the commission of corporate offences. To this end, G&A continuously verifies the effectiveness of the Model adopted with respect to its own organisational and business reality as well as any amendments to Legislative Decree 231/01, and any criticalities that have emerged in the application of the Model itself.

In particular, in the context of the periodic updating activities carried out on the Model, G&A considers not only the inclusion of new types of offences connected with the evolution of the reference legislation. It also considers the occurred corporate events and any signs of risk identified and relevant for the application of the above legislation.

Precise internal rules are used to organise the system of powers and delegations, to regulate and prepare the protocols of the activities of G&A, to regulate the various information flows between the various functions and bodies.

The adoption of the Model also ensures that G&A personnel, employees, external collaborators and partners are informed of the severe administrative sanctions applicable to G&A in the event of the commission of crimes. Through the continuous control of all areas of activity at risk and the training of personnel in the correct execution of their tasks, G&A makes it possible to ensure the prevention of offences, including criminal offences, within the sphere of its activities.

Purpose of the Model

With the adoption of this Model, G&A proposes to formalise principles and rules of conduct, directed internally and at the subjects with whom it operates. These are based on transparency, correctness and legality, on the distinction of roles and functions and on the clear assignment of tasks and responsibilities, with the following purposes:

  • promote a business culture based on the principles of legality and respect for social utility, safety, freedom and human dignity;
  • to promote awareness of Legislative Decree 231/01 and the rules referred to therein and to inform the recipients of the Model that, in the event of violation of the provisions contained therein, they may incur penalties, including for G&A;
  • identify the activities carried out by the individual company functions which, due to their particular type, may entail a risk of offence as per Legislative Decree 231/01;
  • analyse potential risks with regard to the possible methods of committing offences in relation to the internal and external operating context in which the Company operates;
  • define a system of rules that sets out the general (Code of Ethics) and specific (organisational procedures) lines of conduct aimed at regulating company activities in ” critical ” sectors;
  • establish a system of authorization and signature powers to ensure punctuality and transparency.

Representation of the decision-making process and implementation of decisions

  • prepare a structured and comprehensive system of monitoring, prevention and control, aimed at reducing the risk of commission of offences connected with company activities, with particular regard to those for which Legislative Decree 231/01 applies;
  • affirm the principle of non-tolerance of unlawful conduct, even if it is to the advantage or in the interest of G&A;
  • inform all those who operate for any reason in the name, on behalf or in the interest of G&A that the violation of the provisions contained in the Model will result in the application of appropriate sanctions including the termination of the contractual relationship.

In compliance with the provisions of art. 6 of Legislative Decree 231/2001 and the indications contained in the guidelines, G&A has set up a collective external Supervisory Body (SB). In order to comply with the provisions of art. 6, paragraph 1, letter b) of Legislative Decree 231/2001, it is characterised by independence, professionalism, respectability and continuity of action and has autonomous powers of initiative and control, to supervise:

  1. the functioning of the Model, in terms of its effectiveness and adequacy in relation to the company structure and its effective effectiveness in preventing the commission of the crimes indicated in the decree;
  2. compliance with the provisions contained in the Model by the recipients;
  3. the appropriateness of updating the Model, where there is a need to adapt and/or integrate it in relation to changed company and/or regulatory conditions, as well as as a consequence of any ascertainment of violations.

The SB has the following characteristics:

  1. autonomy and independence, as it must not be directly involved in the management activities that constitute the object of its control activity and must be hierarchically independent (including by placing it in the highest possible hierarchical position);
  2. professionalism, necessary for the execution of the functions assigned to it by law and by the Model;
  3. continuity of action.

The SB has the following competencies:

  1. knowledge of the G&A Organization and of the main business processes typical of the sector in which it operates;
  2. legal knowledge to identify the cases that may constitute a crime;
  3. ability to identify and evaluate the impacts on the company reality, deriving from the regulatory context of reference;
  4. knowledge of internal audit principles and techniques.

For the board composition of the SB, G&A opted for the presence of a lawyer and a chartered accountant, who are responsible for expressing the opinion of conformity on the procedure for the preparation of the financial statements, in accordance with the provisions and accounting principles of OIC (Italian accounting body).

The SB is appointed by the BoD and the appointment of the members of the SB is expressly accepted by the BoD; the members remain in office for the period provided for by the appointment, which shall not be less than three years, and the appointment may be tacitly renewed.

The members of the SB may be revoked by the Board of Directors for serious breach of their supervisory duties, or they may be removed from office for the following reasons:

  1. loss of the requirements of honourableness and professionalism indicated above;
  2. prohibition or disqualification, or a condition that renders the member of the SB unfit to perform his supervisory duties for a period of more than two months;
  3. conviction of G&A, pursuant to Legislative Decree 231/01, or a criminal proceeding concluded by ” plea bargaining “, where the acts result in the omission or insufficient supervision by the SB, as provided for in art. 6, paragraph 1, letter d) of Legislative Decree 231/01;
  4. the occurrence of one of the causes of ineligibility and/or incompatibility which is not eliminated, where possible, within 30 days.

Members of the SB are required to inform the BoD of the occurrence of a cause of termination and the BoD shall promptly replace the terminated member(s); members of the SB may withdraw from their appointment by giving at least 3 months’ written notice.

The members of the SB are obliged to carry out their duties with the diligence required by the nature of the duties and to treat in confidence the information that comes into their possession in relation to the duties. They are granted free access to the offices, books and accounting records and to all information, including verbal information, documents or data relating to G&A and the functioning of its bodies, without the need for any prior consent.

The SB is responsible for the following tasks:

  1. verify the efficiency and effectiveness of the Model, monitoring the functionality of the preventive system adopted, also in relation to compliance with the protocols adopted;
  2. verify the constant updating of the Model, suggesting, where necessary, to the Board of Directors the changes and/or additions to the Model in the presence of: i) significant violations of the provisions of the Model; ii) significant changes in the organisational structure of G&A; iii) regulatory changes;
  3. verify the periodic updating of the system for the identification, mapping and classification of sensitive activities;
  4. detect violations of the Model following reports received or verification activities carried out;
  5. to carry out the reports provided for by the sanctions system;
  6. promote initiatives for the dissemination of knowledge and understanding of the contents of Legislative Decree 231/01, the Model, as well as for the training of personnel and to raise their awareness of compliance with the provisions contained in the Model;
  7. periodically report to the Board of Directors on the state of implementation and operation of the Model;
  8. assess the adequacy of the disciplinary system envisaged;
  9. express the opinion of conformity on the procedure for preparing the financial statements.

The SB may also report violations of the law or the Model to the relevant Corporate Bodies, for which it may request the initiation of disciplinary proceedings.

The SB also has the right to call on external consultants of proven professionalism in cases where this is necessary for the performance of verification and control activities, while remaining responsible for the exact fulfillment of the obligations of supervision and control entrusted and, notwithstanding the obligation for them, the same obligations of diligence and confidentiality.

The members of the SB are liable for their actions under the disciplinary system. They are also liable to G&A for damages resulting from failure to comply with the obligations of due diligence in the performance of their duties and the legal obligations imposed on them for the performance of their duties.

In order to guarantee its independence, the SB is provided with an appropriate fund, allocated in the annual budget, by a motivated indication of the SB, which must be used for the expenses incurred by the SB in the performance of its duties.

The SB informs the BoD of the activity carried out, the controls carried out and the findings that emerged at the end of each verification; when it deems it appropriate, it informs the BoD or the Auditor of the Accounts of the activity carried out and/or of relevant facts.

Each year, the SB prepares a report summarising the activities carried out (also indicating the violations found, the planned activities that could not be carried out for justified reasons of time and resources, the corrective measures and their implementation), suggestions for adapting the Model, and a plan of activities planned for the following year.

The annual report is addressed to the Administrative Body and must be submitted to the Shareholders’ Meeting.

Disciplinary code

1.GENERAL PRINCIPLES

The company Giubilesi & Associati s.r.l. (hereinafter “G&A” or “Company”) has adopted this Disciplinary Code (hereinafter also “Code”), with the aim of sanctioning conduct in violation of the provisions of the Model of Organization, Management and Control adopted in compliance with the provisions contained in Legislative Decree 231/01 and Legislative Decree 81/08 (Ita).

The Code supplements and does not replace the provisions of the law (articles 2104, 2105 and 2106 of the Italian Civil Code and article 7 of Law 300/70) and the provisions of the applicable national collective labour agreements on the subject.

This disciplinary code is based on the contractual provisions governing the relations of the recipients with the company. Therefore, both the notification of violations and the application of the sanctions provided for herein are independent and do not depend on the possible initiation and/or outcome of criminal proceedings against the person subject to disciplinary proceedings.

The disciplinary code is subject to constant monitoring and evaluation by the Board of Directors, with the support of the SB.

The PRE-AD is responsible for the concrete disclosure of the Code and the adoption of appropriate means of publicity of the same to all persons required to apply the provisions contained therein.

The disciplinary code is posted in the workplace in a place accessible to all, in accordance with art. 7 of Law 300/70 and made available, also through publication on the Company’s website, to third parties to whom the Model is addressed.

 

2. SANCTIONED CONDUCTS

Violations of the legal and contractual rules applicable to the activity carried out on behalf of the company, as well as the violation of the prescriptions provided for by the Model of organisation, management and control adopted by the company pursuant to Legislative Decree 231/01, or by other internal provisions of the company, are sanctioned under this Code, as they constitute a violation of the obligations of diligence and/or loyalty towards the company itself. In particular, reference is made to the offences for which Legislative Decree 231/2001 applies and the provisions of Legislative Decree 81/2008, and their subsequent amendments and additions.

 3.RECIPIENTS

This Code applies to all the recipients of the Organizational Model pursuant to Legislative Decree 231/201, i.e. the Company Management, the Contact persons of the disciplinary areas and all those who, in various capacities, exercise, even de facto, functions of representation, administration or management of autonomous organisational units, as well as to the subjects subject to their management or supervision, such as employees, collaborators, consultants, agents, representatives and, in general, all those who act on behalf of the Company.

Code of Ethics

1.INTRODUCTION

The Code of Ethics (hereinafter “the Code”) is an integral part of the Organisation, Management and Control Model pursuant to Legislative Decree 231/01 (hereinafter “OMC”). It stems first and foremost from the desire to formalise principles such as fairness, loyalty, integrity, transparency, the moral and professional commitment that guide the performance of the company’s activities and conduct both internally and externally. The Code is also an integral part of the company’s provisions for the prevention of corrupt practices.
The Company, therefore, undertakes to ensure full compliance with the contents of this Code through adequate information tools and procedures, through activities and control systems and, where appropriate, through adequate corrective measures.

2. RECIPIENTS OF THE CODE

This Code is intended for the recipients of the OMC, i.e. the bodies of the Company and all those who exercise, even de facto, functions of representation, administration or management of the Entity or of autonomous organisational units, or the management and control thereof, as well as those subject to their management or supervision, such as employees, collaborators, teachers, consultants, proxies and, in general, all those who work on behalf of the same.
The Company shall endeavour to ensure that the persons with whom it operates, especially if in relation to the Public Administration, inspire their conduct, in the interest or to the advantage of this Entity, to the principles set out herein, also by resorting to specific contractual obligations. Through specific agreements, the Code is addressed also to all subjects who work on behalf of the Company in areas at risk.
Recipients are therefore required to observe and ensure compliance with the Code of Ethics within the scope of their functions and responsibilities.
The Code is published on the website of the Entity.

3.BASIC PRINCIPLES

Giubilesi & Associati requires the Recipients of the Code of Ethics to fully comply with the regulations and to operate in compliance with the principles of legality, responsibility, professional correctness, transparency, competence, honesty and loyalty in the management of relations with third parties, in particular with Public Administrations and Competent Authorities.

The recipients of the Code, within the scope of their professional activity, are therefore required to diligently comply with the current legal and technical standards and best practices, this Code, as well as the provisions of the OMC, the Quality Management System and the internal procedures applicable to them.
Their violation is sanctioned in accordance with the Company’s disciplinary code.

The Directors must act in such a way as to set an example to their employees and collaborators through their conduct and to demonstrate to them that compliance with the Code is an essential aspect of the quality of their work.
The Company adopts an organisational structure designed to prevent the violation of the regulations, the principles set out in this document, the protocols and procedures adopted, the provisions contained in the

Quality Management System, to monitor their observance and concrete implementation and to update the measures in an adequate and continuous manner.

The general principles of conduct to which the recipients of the Code are bound are:

Honesty : compliance with the laws and regulations in force in the areas in which they carry out their activities.

Impartiality and non-discrimination: relations with customers, suppliers and personnel are based on criteria of merit, and on the principles of impartiality, objectivity and reasonableness.

In particular, full equality of treatment shall be ensured, on equal terms, for the recipients of training activities; discriminatory conduct shall be prohibited.

Confidentiality and respect for intellectual property: those who work on behalf of the Company ensure the confidentiality of the information held and ensure that such information is not used for personal purposes, or purposes other than those related to the activities carried out for the Company. Anyone working on behalf of the Entity is required to preserve the know-how of the Company and third parties and to respect their rights of privacy.

Recipients of the Code are required not to communicate, disclose or use, unless authorized, confidential information of which they have become aware in the course of their work on behalf of the Company or customers. All confidential information shall be treated, in accordance with the applicable legislation, in such a way as to ensure that it is not unduly disclosed.

The Company also prohibits anyone working on its behalf from acquiring and/or using in any way tangible or intangible assets in violation of the exclusive rights of third parties, or licenses, trademarks, patents, copyrights, or other intellectual property rights of third parties.

Giubilesi & Associati is committed to protecting the personal data in its possession and to avoiding any improper use of this information, even in cases where its processing is entrusted to third parties (eg. payroll processing), or its disclosure.

If you are appointed as a Party or Office Technical Advisor, you are bound by professional secrecy.

Fair competition: the Company carries out its business activities in respect of fair competition, a fundamental value for the development of the market and for the protection of the interests of consumers and the community.

Quality of the services and products offered: the Company has adopted a Quality Management System, integrated with the OMC and binding on the recipients.

Value of human resources: the Company, aware of the importance of its intangible assets, is committed to increasing and enhancing its human resources and guarantees the physical and moral integrity of individuals, refusing, in particular, any kind of labour exploitation and respecting the principle of equal opportunities in the workplace.

Protection of safety and the environment: Giubilesi & Associati carries out its business activities in compliance with the primary interests of safety in the workplace and protection of the environment, avoiding as far as possible exposure to relative risks, or in any case working to the maximum possible reduction of these, in relation to the knowledge and technical measures available and the regulations in force.

Prevention of corruption: the recipients of the Code are required to operate in respect of third parties, impartiality, legality and good performance of Public Administrations, with the absolute prohibition of offering or giving money or other benefits for corrupt purposes or as a result of incitement by a public official or public service appointee.

It is absolutely forbidden to engage in corruption, or even just to give or promise money, goods or other benefits to public officials, persons in charge of a public service, or to directors, general managers, managers responsible for preparing the company’s financial reports, auditors, liquidators, or persons subject to their direction or supervision.

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