aedes siiq s.p.a. organisational and … · organisational and management model pursuant to ......
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AEDES SIIQ S.P.A. ORGANISATIONAL AND
MANAGEMENT
MODEL PURSUANT TO
LEGISLATIVE DECREE 231/01
GENERAL SECTION
(Version approved by the Board of Directors of Aedes SIIQ S.p.A. on 21 December 2016)
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GENERAL SECTION
TABLE OF CONTENTS
1. LEGISLATIVE DECREE NO 231 DATED 8 JUNE 2001 REGARDING THE ADMINISTRATIVE LIABILITY OF LEGAL PERSONS, COMPANIES AND ASSOCIATIONS WITH OR WITHOUT LEGAL PERSONALITY ....................... 4
1.1 The Administrative Liability of Legal Persons ................................................................................................. 4
1.2 Persons subject to Legislative Decree No 231/2001 ......................................................................................... 4
1.3 The Predicate Offences .................................................................................................................................... 5
1.4 The Sanctions set out in the Decree ................................................................................................................. 5
1.5 Attempted offences ........................................................................................................................................... 8
1.6 Exemptions ...................................................................................................................................................... 8
1.7 Guidelines ......................................................................................................................................................... 9
2. AEDES SIIQ S.P.A. ORGANISATIONAL AND MANAGEMENT MODEL 11
2.1 A summary of Aedes SIIQ S.p.A.’s business ...................................................................................................11
2.2 Adoption of the Model .....................................................................................................................................11
2.3 This Model ......................................................................................................................................................11 2.3.1 The purpose(s) of the Model ........................................................................................................................... 11 2.3.2 Building the Model ......................................................................................................................................... 12 2.3.3 The concept of acceptable risk ........................................................................................................................ 12 2.3.4 The structure of the Model and the Predicate Offences relevant to its construction ........................................ 12
2.4 Updates to the Model ......................................................................................................................................13
2.5 Adoption of the Model by Aedes Group companies ........................................................................................13
2.6 Documents related to the Model .....................................................................................................................14
2.7 Financial resource management .....................................................................................................................14
2.8 Diffusion of the Model .....................................................................................................................................14 2.8.1 Recipients ....................................................................................................................................................... 14
2.9 Train and inform Staff .....................................................................................................................................15
2.10 Third Party Information and dissemination of the Model ..........................................................................15
3. COMPONENTS OF THE AEDES SIIQ GOVERNANCE MODEL AND OVERALL ORGANIZATIONAL STRUCTURE ...................................................................... 17
3.1 Company Governance Model ..........................................................................................................................17
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3.2 Aedes SIIQ S.p.A.’s internal control system ....................................................................................................17
3.3 Outsourced activities .......................................................................................................................................18
3.4 General Control Principles in All At-risk Areas ...............................................................................................18
4. SUPERVISORY BODY ..................................................................................... 19
4.1 Characteristics of the Supervisory Body ..........................................................................................................19
4.2 Identification of the Supervisory Body ............................................................................................................20
4.3 Term of office, requirements, causes of disqualification, forfeiture, suspension and replacement of members
of the Supervisory Body ............................................................................................................................................20
4.4 Functions, Tasks and Powers of the Supervisory Body ...................................................................................22
4.5 Resources of the Supervisory Body .................................................................................................................24
4.6 Information Flows for the Supervisory Body ...................................................................................................24 4.6.1 Disclosure requirements vis-à-vis the Supervisory Body .................................................................................. 24 4.6.2 Disclosure requirements specific to the Supervisory Body ............................................................................... 25 4.6.3 Intragroup Information Flows ........................................................................................................................ 26
5. SANCTIONING SYSTEM FOR NON-COMPLIANCE WITH THIS MODEL AND THE STANDARDS/PROVISIONS REFERRED TO THEREIN ....................... 26
5.1 General principles ............................................................................................................................................26
5.2 System of sanctions .........................................................................................................................................27
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1. LEGISLATIVE DECREE NO 231 DATED 8 JUNE 2001 REGARDING THE ADMINISTRATIVE LIABILITY
OF LEGAL PERSONS, COMPANIES AND ASSOCIATIONS WITH OR WITHOUT LEGAL PERSONALITY
1.1 The Administrative Liability of Legal Persons
Legislative Decree No. 231 dated 8 June 2001, in implementation of Delegated law No 300 dated
29 September 2000, introduced the “Regulations on the liability of legal persons, companies and associations with or without
legal personality” in Italy (hereinafter "Legislative Decree No 231/2001” or the “Decree”), which is part of a wide-
ranging legislative process in the fight against corruption and brings Italian legislation on the liability of legal
persons into line with a number of International Conventions previously subscribed by Italy.
Legislative Decree No 231/2001 therefore establishes a system of administrative liability (substantially equivalent
to criminal liability), to be borne by legal persons1 (hereinafter referred to as the “Agency/Agencies"), which is
to be added to the liability (set out below) of the individual who is the material author of the offence and aims to
involve, in the punishment thereof, the Agencies in whose interest or advantage such offence was committed. This
administrative liability regards solely offences specifically listed in Legislative Decree No 231/2001.
Article 4 of the Decree also specifies that in some cases and under the conditions foreseen by Articles 7, 8, 9 and
10 of the Italian Criminal Code, agencies having their head office in State territory shall have administrative liability
for offences committed abroad by natural persons (as hereinafter described) provided that the State of the place
where the offence was committed does not prosecute them.
1.2 Persons subject to Legislative Decree No 231/2001
Subjects who, when committing a crime in the interest or benefit of the Agency, may make said Agency liable are
listed below:
(i) individuals who hold top management positions (having functions of representation, administration or
management of the Agency or of an organizational unit thereof with financial and functional autonomy
or persons who exercise management and control thereof: hereinafter, for brevity, “Top Executives”),
(ii) individuals subject to management or supervision by one of the Top Executives (hereinafter, for brevity,
“Persons Subject to Supervision”).
In this regard, it should be noted that it is not necessary for Persons Subject to Supervision to have an employment
contract with the Agency, as this notion shall also include “those workers who, while not being employees of the Agency, have
a relationship with it such that Agency executives have a supervisory obligation towards them. For example, partners in joint ventures,
1Article 1 of Legislative Decree No 231/2001 specified the subjects addressed by the legislation as “agencies with legal personality, companies and associations with or without legal personality”. In this light, the legislation shall apply to:
▪ privately-owned agencies, i.e. to agencies with legal personality and associations with or without legal personality
▪ publicly-owned agencies, i.e. to agencies of a public nature, but lacking public powers (so-called “profit-seeking public bodies”)
▪ agencies with mixed public/private ownership (so-called “joint enterprises”). The contents of the Decree do not apply to the State, to territorial public agencies (Regional, Provincial, Municipal administrations and Mountain municipalities), to other non-profit public agencies and, in general, to all agencies carrying out functions of constitutional importance (Chamber of Deputies, Senate of the Republic, Constitutional Court, General Secretariat of the Presidency of the Republic, High Council of the Judiciary (or CSM), etc.).
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so-called para-subordinate workers in general, distributors, suppliers, consultants, associates”.2
Indeed, according to prevailing doctrine, those matters where a specific assignment is entrusted to external
associates, who are required to perform it under the direction or control of Top Executives, shall be of relevance
for the administrative liability of the Agency.
It should, however, be underlined that the Agency shall not be liable, by express legislative provision (Article 5(2)
of the Decree), if the aforesaid persons acted in their own interest or that of third parties. In any case, their
behaviour shall be referrable to that "organic" relationship by which an individual’s acts may be attributable to the
Agency.
1.3 The Predicate Offences
The Decree sets out the following categories of offences (hereinafter, for brevity, also, “Predicate Offences”):
(i) offences against Public Administration (Articles 24 and 25 of Legislative Decree No 231/2001)
(ii) computer crimes and unlawful processing of data (Article 24-bis)
(iii) offences connected with organised crime (Article 24-ter)
(iv) forging money, public credit notes, revenue stamps and instruments or identity marks (Article 25-bis)
(v) offences connected with industry and trade (Article 25-bis.1)
(vi) corporate offences (Article 25-ter)
(vii) offences with the purpose of terrorism or subversion of the democratic order (Article 25-quater)
(viii) female genital mutilation (Article 25-quater.1)
(ix) offences against individuals (Article 25-quinquies)
(x) market abuse offences (Article 25-sexies):
(xi) offences of manslaughter and serious or very serious negligent injury, in violation of the regulations for
the protection of health and safety in the workplace (Article 25-septies)
(xii) receiving stolen goods, money laundering and use of money, goods or benefits of unlawful origin, as well
as self-laundering (Article 25-octies)
(xiii) copyright infringement offences (Article 25-novies)
(xiv) offences of inducement not to make statements or to make false statements to the judicial authorities
(Article 25-decies3)
(xv) environmental offences (Article 25-undecies)
(xvi) transnational offences, introduced by Italian Law No 146 dated 16 March 2006
(xvii) offences of employment of citizens of illegally-staying third-country nationals (Article 25-duodecies).
1.4 The Sanctions set out in the Decree4
Legislative Decree No 231/2001 provides the following types of sanctions applicable to Agencies covered by the
2Verbatim in the Italian version: Assonime circular No 68, dated 19 November 2002. 3 Originally 25-novies, renumbered by Legislative Decree 121/2011. 4 The penalties for offences considered relevant to the Company are set out in Annex A.
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legislation:
(a) monetary administrative sanctions
(b) disqualification sanctions
(c) confiscation of the price and profit arising from the offence
(d) publication of the sentence.
(a) The monetary administrative sanction, governed by Articles 10 et seq. of the Decree, constitutes the
“basic” sanction that must be paid by the Agency through its own financial resources or a mutual fund.
The Legislator adopted an innovative criterion of apportionment of blame, obliging the Court to proceed with two
different assessments at different times. This entails a greater sanction according to the gravity of the offence
committed and the economic condition of the Agency.
The first assessment requires the Court to determine how many quotas (in any case no less than one hundred, and
no more than a thousand)5 taking into account:
- the gravity of the offence
- the degree of the Agency’s liability
- the activity carried out to eliminate or mitigate the consequences of the offence and to prevent the
commission of further illicit activities.
During the second assessment, the Court shall determine, within the minimum and maximum values previously
chosen in relation to the offences sanctioned, the value of each quota, from no less than 258.00 euros to no more
than 1,549.00 euros. Said amount shall be fixed “on the basis of the Agency’s economic condition and assets, in order to ensure
that the sanction shall be effective” (Articles 10 and 11(2), Legislative Decree No 231/2001).
As stated in Section 5.1 of the Ministerial Report on the Decree, "With regard to the method for establishing the Agency’s
economic condition and assets, the Court may use the financial statements or other documents suitable for appraising such conditions.
In some cases, the proof may also be obtained by taking into account the size of the Agency and its position on the market. (...) The
Court with the help of consultants shall investigate the true nature of the enterprise, so as to draw on information regarding the Agency’s
economic and financial conditions and assets.”
Article 12 of Legislative Decree No 231/2001 provides for a number of cases where the monetary sanction may
be reduced. They are summarized in the table below, indicating the reductions as well as the assumptions for
applying them.
Reduction Assumptions
1/2
(may not in any case
exceed 103,291.00 euros)
• The author of the offence committed the offence mainly in
their own interests or in the interests of a third party and
the Entity did not receive any advantage or received only a
minimum advantage therefrom
or else
5With regard to market abuse crimes, Article 25-sexies subsection 2 of Legislative Decree 231/2001 provides as follows: “If following the commission of offences referred to in point 1 the product or profit obtained by the entity is of a consistent amount, the sanctions are increased by up to ten times the value of the product or profit.”
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Reduction Assumptions
• the financial harm caused is particularly slight.
from 1/3 to ½
[Prior to the opening of the trial of first instance]
• The Agency has completely refunded the damages and has
either eliminated the harmful or dangerous consequences
of the offence or else taken effective steps in this direction;
or else
• the Agency has adopted and put into practice an
organisational model that is suitable for preventing
offences of the same type as the one in question.
from 1/2 to 2/3
[Prior to the opening of the trial of first instance]
• The Agency has completely refunded the damages and has
either eliminated the harmful or dangerous consequences
of the offence or else taken effective steps in this direction;
and
• the Agency has adopted and put into practice an
organisational model that is suitable for preventing
offences of the same type as the one in question.
(b) The following interdictory sanctions are set out in the Decree and apply only in relation to offences for
which they are expressly foreseen:
- disqualification from carrying out the corporate task in question
- suspension or cancellation of the authorisations, licences or concessions required for committing the offence
- prohibition from contracting with Public Administration, except for obtaining a public service
- debarment from concessions, loans, contributions and subsidies, and/or the revocation of any already granted
- prohibition from publicising goods or services
For interdictory sanctions to be imposed, at least one of the conditions set out in Article 13 of Legislative Decree
No 231/2001 shall apply, namely:
- “the Agency has gained a significant benefit from the offence and the offence has been committed by either Top Executives or by
Persons Subject to Supervision when, in this case, the commission of the offence was determined or helped by grave organisational
shortcomings”; or else
- “in the event of reiteration of the offences”6.
In addition, interdictory sanctions may also be requested by the Public Prosecutor and enforced by the Court on
the Agency on a provisional basis when:
• there are serious indications that the Agency has committed an administrative offence resulting from a
crime
6According to Article 20 of Legislative Decree No 231/2001, “reiteration occurs when an Agency that has already been definitively found guilty of an offence commits another within five years of the definitive sentence”.
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• there is well-founded and specific evidence of a real danger of commission of unlawful acts of the same
nature as the one for legal action is being taken
• the Agency has obtained a significant amount of profit therefrom.
In any case, no interdictory sanctions shall be applied when the offence was committed in the prevailing interest
of the perpetrator or third parties and the Agency did not receive any advantage or received only a minimum
advantage therefrom, i.e. the financial harm caused is particularly slight.
Interdictory sanctions do not apply where the Agency has redressed the consequences of the offence, as set out in
Article 17 of Legislative Decree No 231/2001, i.e. when the following conditions exist:
- “the entity has completely refunded the damage and has either eliminated the damaging or dangerous consequences of the offence
or else taken effective steps in this direction”
- “the entity has eliminated the organisational deficiencies that allowed the offence to be committed by adopting and implementing
organisational models that are suitable for preventing offences of the same type as the one in question”
- “the entity has made available for confiscation the profit made from the offence”
Interdictory sanctions shall have a duration of not less than three months and not more than two years and the
choice of the measure to apply and its duration shall be taken by the Court on the basis of the criteria previously
set for the proportioning of the monetary sanctions, “taking into account the suitability of the individual sanctions to prevent
infringements of the same type as the one committed” (Article 14, Legislative Decree No 231/2001).
The Legislator was also concerned to point out that the interdiction on activity is residual compared to other
interdictory sanctions.
(c) Pursuant to Article 19, Legislative Decree No 231/2001, alongside the sentence of conviction,
confiscation - even of equivalent value - is always ordered of the price (cash or other economic benefit given or
promised in order to induce or determine another person to commit the offence) or profit (economic benefit
immediately obtained) of the offence, except for the part that may be returned to the damaged party. Rights
acquired by third parties in good faith are held good.
(d) The publication of the conviction sentence in one or more newspapers, in the form of an excerpt or
in full, may be ordered by the Court, to be affixed in the municipality where the Agency has its head office, when
an interdictory sanction is applied. Publication of the sentence shall be arranged by the clerk of the court, at the
Agency’s cost.
1.5 Attempted offences
In the event of attempts to commit the predicate offences set out by the Decree, the monetary sanctions (in terms
of amount) and the interdictory sanctions (in terms of duration) shall be reduced by one-third to one-half, while
the Agency shall not be liable when it voluntarily prevents the performance of the action or the carrying out of the
event (Article 26 of the Decree).
1.6 Exemptions
Articles 6 and 7 of Legislative Decree No 231/2001 provide specific forms of exemption from administrative
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liability for the Agency for any offences committed in the interest or benefit thereof whether by Top Executives
or by Persons Subject to Supervision (as defined in Section 1.2 above).
Specifically, in the event of offences committed by Top Executives, Article 6 of the Decree states that the agency
is not answerable if it proves that:
a) the management has adopted and efficiently put into effect, before the offence was committed, an
organisational and management model designed to prevent those types of offences in question (hereinafter
referred to as the “Model”)
b) the task of supervising the operation and compliance of the Model as well as of updating it has been
entrusted to an Agency unit (hereinafter, for brevity referred to as the “Supervisory Body” or “SB”),
with independent powers of initiative and control
c) the persons who committed the offence acted by fraudulently eluding the Model
d) supervision by the Supervisory Body was not omitted or insufficient.
As regards Persons Subject to Supervision, Article 7 of the Decree provides that an Entity shall not be liable where
it can prove that before the offence was committed, it adopted and effectively implemented an appropriate Model
to prevent offences of the kind that has occurred.
However, the Agency is not exempted from liability simply by adopting the Model, but by actually implementing
all the protocols and controls needed to reduce the risk of committing the offences which the Company intends
to ward off. In particular, with reference to the features of the Model, Article 6(2) of the Decree expressly provides
the following steps prior to proper implementation of the Model itself:
a) identify the activities in which offences may have been committed
b) produce specific protocols aimed at planning training and the adoption of the decisions taken by the Entity
in relation to the prevention of offences
c) identifying methods for administrating financial resources that would prevent such offences from
occurring
d) provision of information requirements vis-à-vis the Supervisory Body
e) implementation of a disciplinary system to sanction failure to comply with the measures indicated in the
Model.
1.7 Guidelines
On express indication from the delegated Legislator, the Models may be adopted on the basis of a code of practice
drawn up by trades unions representing the category in question, on condition that the code of practice is submitted
to the Ministry of Justice which, in collaboration with other relevant Ministries, may issue within 30 days an opinion
on whether or not the models are suitable for preventing the offences.
This Model was inspired by the Guidelines for Building Organizational, Management and Control Models pursuant
to Legislative Decree No 231/2001, as approved by Confindustria on 7 March 2002 and subsequently updated7.
The pathway shown in the Guidelines for Drawing Up Models can be schematized using the following key points:
7 Guidelines updated by Confindustria in March 2014.
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➢ identify at-risk areas, in order to verify which areas/business sectors offences can be carried out in
➢ set up a control system that can reduce risks by adopting appropriate protocols. To support this, assist the
co-ordinated set of organizational structures, activities and operational rules applied by management and
consultants - at the indication of top executives - in order to provide reasonable assurance with regard to
achieving goals that fall into a good internal control system.
The most relevant components of the preventive control system proposed by the Confindustria Guidelines
are, as far as offence prevention is concerned:
- the Code of Ethics
- the organizational system
- manual and IT procedures
- authorization and signature powers
- the management control system
- communication to staff and training
With reference to criminal offences (occupational health and safety and most environmental offences), the
most relevant components identified by Confindustria are as follows:
- the Code of Ethics (or Conduct) with reference to the offences considered
- the organisational structure
- training and development
- communication and involvement
- operational management
- the security monitoring system
The control system shall be based on the following principles:
- verifiability, documentability, consistency and reasonableness of every operation
- separation of duties (no single person may independently manage all the phases of a process)
- documentation of controls
- introduction of an adequate system of sanctions for any violation of the rules and protocols set out in
the Model
- identification of a Supervisory Body whose main requisites are:
• autonomy and independence
• professional expertise
• continuity of action
➢ obligation on the part of corporate functions, especially those that are mostly at risk of committing an offence,
to provide information to the Supervisory Body, both on a structured basis (periodic reports enforcing the
Model itself) and for the purpose of reporting any anomalies or atypical situations encountered in the context
of any information available.
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2. AEDES SIIQ S.P.A. ORGANISATIONAL AND MANAGEMENT MODEL
2.1 A summary of Aedes SIIQ S.p.A.’s business
Aedes SIIQ S.p.A. (hereinafter “Aedes SIIQ” or the “Company”), deals with the purchase, sale, construction and exchange of any kind of property, as well as the management and tenancy of owned properties.
The Company’s main purposes also include the conduct, with the exclusion of transactions with the general public, of the following activities:
1. acquisition of investments, purchase of companies or shares in companies 2. technical, administrative and financial coordination of the companies in which it has an investment holding
and funding thereof 3. financial investments directly and/or through qualified organizations, in Italian and foreign companies 4. provision in favour of third parties of financial, commercial, technical and administrative consultancy
services.
2.2 Adoption of the Model
Aedes SIIQ S.p.A. has adopted its own Model which, as required by the Decree, was approved by the Board of
Directors of the Company on 12 February 2004 and last updated on 12 November 2013.
Subsequently, following the introduction of further offences under Legislative Decree No 231/2001, Aedes SIIQ
updated and integrated its Model, taking into account the following:
- the Company’s organizational changes
- the evolution of jurisprudence and doctrine
- the considerations arising from applying the Model
- Italian companies’ experience with regard to models
- the results of supervision
- the evolution of the regulatory framework
In this regard, this Model was updated on 21 December 2016.
2.3 This Model
2.3.1 The purpose(s) of the Model
The purpose of the Model, which was drawn up by the Company by identifying the areas of potential risk in the
business activities which are felt to hold the highest probability of commission of offences, is to:
- set up a prevention and control system to reduce the risk of committing offences related to the business
activities
- raise awareness among all those who operate in the name and on behalf of Aedes SIIQ S.p.A. in “areas of
at-risk business activities”, the awareness that by breaching the provisions thereof they could incur in an
offence implying criminal or administrative sanctions, to be levied not only against them but also against
the Company
- inform all those who work with the Company, that any breach of this Model’s provisions shall lead to
appropriate sanctions, i.e. termination of the contractual relationship
- confirm that Aedes SIIQ S.p.A. shall not tolerate illegal conduct of any kind, and independently of the
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aim, and that in any case, such conduct (even where the Company were apparently in a position to gain
an advantage therefrom) is contrary to the ethical principles on which the Company’s entrepreneurial
activities are based.
2.3.2 Building the Model
In addition to the indications set out in the Reference Guidelines, the Model (and the subsequent drafting of this
document) was constructed using the following steps:
(i) preliminary examination of the company context by analysing relevant corporate documentation and
interviewing well-informed Aedes SIIQ managers about its structure and activities in order to “map” the
organization and the activities carried out by the various organizational units/corporate functions as well as
the business processes in which the activities occur and their actual and effective implementation
(ii) pinpointing of the at-risk activity areas and company functions or – with regard solely to offences to the
detriment of Public Administration – those instrumental to the commission of offences, carried out on the
basis of the aforementioned preliminary examination of the corporate context (hereinafter, for brevity,
collectively referred to as “At-Risk Areas”)
(iii) hypothetical definition of the main potential ways of committing Predicate Offences within the individual
At-risk Areas
(iv) detection and identification of the Company’s control system aimed at preventing the commission of
Predicate Offences
2.3.3 The concept of acceptable risk
When drafting an organizational and management Model, such as this one, the concept of acceptable risk cannot
be overlooked. Indeed, for the purpose of complying with the provisions introduced by Legislative Decree
No 231/2001, a threshold shall be established that limits the quantity and quality of the prevention tools adopted
to prevent the offence from being committed. With specific reference to the sanction mechanism introduced by
the Decree, the threshold of acceptability, for the purpose of excluding the Agency’s administrative liability, is the
effective implementation of an appropriate prevention system that can only be circumvented intentionally, i.e.
where the people committing the crime acted fraudulently by eluding the Model and the controls adopted by the
Company.
2.3.4 The structure of the Model and the Predicate Offences relevant to its construction
The Company intends to set up a Model that takes into account its specific corporate reality, consistent with its
governance system, and capable of empowering existing controls and organs.
The Model is thus made up of a coherent set of principles, rules and provisions that:
- affect the internal functioning of the Company and how it relates to the outside
- regulate the diligent management of a control system for the At-risk Areas, aimed at preventing the
commission, or attempted commission, of the offences set out in the Decree.
Specifically, the Aedes SIIQ S.p.A. Model is made up of a “General Section”, containing its core principles and a
“Special Section” on the different categories of offence set out in Legislative Decree No 231/2001.
In relation to the different categories of offences set out in Legislative Decree No 231/2001, the Special Section
contains a summary description of the offences that may lead to the Company bearing administrative liability, an
indication of the At-risk Areas identified and a description of the main conduct rules implemented by the
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Company, with which the Recipients of the Model (as defined below) shall comply in order to prevent the
commission of those offences.
In view of the number of categories/offences currently giving rise to Agency administrative liability under the
Decree, some of them were considered as irrelevant for the purposes of drafting this Model, as it was felt that the
risk of commission thereof was only abstract and not concretely conceivable. Following a careful assessment of
the actual activity carried out by Aedes SIIQ and its history, the following categories of offences were considered
not relevant:
1. Forging money, public credit notes, revenue stamps and instruments or identity marks (Article 25-
bis of the Decree)
2. Offences connected with industry and trade (Article 25-bis.1) of the Decree)
3. Mutilation of female genital organs (Article 25-quater.1 of the Decree)
4. Offences against individuals (Article 25-quinquies of the Decree)
5. Offences connected with copyright infringement (Article 25-novies)
In any case, the ethical principles on which the Company Model is based and its governance structure are generally
aimed at preventing those categories/offences which are too irrelevant for a specific discipline to be set out in the
Special Section of this Model.
2.4 Updates to the Model
The Decree expressly requires the organisational and management model to be updated, in order to make sure that
it is always a perfect fit for the specific needs of the Agency and its concrete operations. Modifications and/or
updates shall be carried out essentially when one or more of the following occur:
• new legislation
• violations of the Model and/or negative outcomes of effectiveness audits (which may also be inferred
from experiences affecting other companies)
• revisions to the Company's organizational structure, also arising from extraordinary finance transactions
or changes in company strategy arising from new fields of business activity.
The Board of Directors shall therefore be responsible for updating, integrating and/or editing the Model. The
input for such updates, i.e. the notification of the need therefor, but not its direct implementation, shall be the
responsibility of the Supervisory Body.
2.5 Adoption of the Model by Aedes Group companies8
Without prejudice to the attribution of liability to individual Group companies regarding implementation of the
Model and without prejudice to the primary competence of their Supervisory Body to conduct controls, the
Supervisory Body of Aedes SIIQ, being the parent company, shall be given the power of driving and co-ordinating
the effort to implement the Model throughout the Group, to carry out any audits thereof jointly with the
Supervisory Body of individual Group companies, with the right to access relevant documentation.
By adopting their own Model, Group companies shall recognize the powers attributed by this Model to the Aedes
8For the purposes of this document, “Aedes Group” or “Group” shall mean Aedes SIIQ S.p.A. and its Subsidiaries pursuant to Article 2359 of the Italian Civil Code and Article 93 of Legislative Decree No 58 dated 24 February 1998 (the Consolidated Law on Finance or “TUF”), as well as any other subsidiaries pursuant to Article 26 of Legislative Decree No 127 dated 9 April 1991.
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SIIQ Supervisory Body.
2.6 Documents related to the Model
The following documents shall form an integral and substantive part of this Model:
- the Aedes Group Code of Ethics, which contains all the rights and obligations with which addressees of
the Model are required to comply while performing their duties (hereinafter, for brevity, referred to as the
"Code of Ethics”)
- the disciplinary system and corresponding sanctioning mechanism to use in the event of an infringement
of the Model (hereinafter, for brevity, the “Sanctions System”)
- system of delegates and proxies, as well as all documents which aim to describe and assign responsibilities
and/or duties to those operating in At-risk Areas within the Agency (i.e. organizational charts, service
orders, job descriptions, corporate function charts, etc.)
- system of procedures, protocols and internal controls with a view to ensuring adequate transparency and
traceability of decision-making and financial processes, as well as of the conduct required of those covered
by this Model who operate in At-risk Areas.
(Hereinafter, for the sake of brevity, the system of delegates and proxies, the procedures, protocols and internal
controls mentioned above shall be cumulatively defined as the “Procedures”).
Consequently, the term “Model” shall mean not only this document, but also all other documents and procedures
that will subsequently be adopted and will pursue the same purposes.
2.7 Financial resource management
Notwithstanding the above paragraph, given that – pursuant to Article 6(c) of Legislative Decree No 231/2001 –
one of the requirements of the Model is to identify ways of managing financial resources to prevent the commission
of offences, the Company has adopted specific protocols outlining the principles and conduct to be followed when
managing such resources.
2.8 Dissemination of the Model
2.8.1 Recipients
This Model takes into account Aedes SIIQ S.p.A.’s specific entrepreneurial situation and is a valuable tool for
informing and raising awareness among Top Executives and Persons Subject to Supervision (hereinafter, for
brevity, the “Recipients”).
This aims to ensure that Recipients show proper and transparent conduct in the pursuit of their activities, in line
with the ethical and social principles that regulate the Company’s conduct when carrying out its corporate purpose,
and in any case to prevent the risk of committing the crimes set out by the Decree.
In any case, the competent business functions ensure that the principles and standards of conduct contained in
the Model and Code of Ethics shall be implemented in the Company’s Procedures.
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2.9 Train and inform Staff
It is Aedes SIIQ S.p.A.’s goal to ensure that Recipients are properly aware of the content of the Decree and the
obligations arising therefrom.
In order to effectively implement this Model, training and notification of Recipients shall be handled by the Human
Resources, General Services & IT Department, in close conjunction with the Supervisory Body and with the heads of
other corporate functions involved in implementing the Model.
The main methods used to carry out the training/notification tasks required to comply with the provisions of the
Decree also relate to the specific training given at the time of recruitment and other tasks deemed necessary to
ensure correct implementation of the provisions laid down in the Decree. Specifically: - an initial communication. In this regard, the notification shall be drawn up by sending a letter signed either
by the Chairman of the Board of Directors or the CEO to all staff about the content of the Decree, the importance of effectively implementing the Model, and the Information/training methods to be used by the Company. New recruits shall be given an information kit (e.g. Model, Code of Ethics, Decree, etc.), to ensure they receive this knowledge which is considered to be of primary importance. On receipt of this Model, the above subjects shall sign it as full acknowledgment and acceptance thereof and shall undertake, in carrying out their duties in areas touched on by the Decree and any other tasks performed in the interest or benefit of the Company, respecting the principles, rules and procedures contained therein
- specific training tasks. More specifically, Aedes SIIQ shall provide training courses for all employees,
explaining:
• the legislative context
• the Model adopted by Aedes SIIQ
• the composition of the Supervisory Body and how it works, as well as the management of the Model over
time.
This training shall be differentiated in terms of content and delivery, depending on the job title of the course
participants, the level of risk in the area in which they operate, and whether or not their functions include
representation of the Company.
With specific reference to workplace health and safety requirements, the functions involved shall draw up the
training and development courses required by Law, as well as training courses for specific roles in the safety
field, notifying the Supervisory Body thereof forthwith.
Participation in the above training processes shall be mandatory and participants shall sign for attendance.
In order to ensure the effective dissemination of the Model and of information for staff regarding the contents of
the Decree and the obligations arising from its implementation, a specific section of the company intranet shall be
set up (where all of the documents making up the Model shall be available) on the subject matter. The in-house
function with this remit shall update this section, from time to time, in conjunction with or at the behest of the
Supervisory Body.
2.10 Third Party Information and dissemination of the Model
Aedes SIIQ S.p.A. shall also take steps to disseminate the Model to persons who work with the Company either
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without any contract of employment, or as consultants or in any other relationships who work on a professional,
non-employee, continuous or occasional basis (including those acting on behalf of suppliers and trading partners,
even in the form of temporary associations of companies, consortia and joint ventures) (hereinafter for brevity’s
sake, referred to as “Third parties”).
More specifically, the corporate functions involved on a case-by-case basis, shall provide Third parties in general
and service companies with whom they come into contact, with appropriate information regarding the adoption
by Aedes SIIQ of the Model pursuant to Legislative Decree No 231/2001. In addition, the Company shall invite
Third parties to read the contents of the Code of Ethics and an extract from the General Section of the Model on
its website.
Specific clauses shall be inserted in the respective contractual texts in order to inform Third parties that Aedes
SIIQ has adopted the Model and Code of Ethics, whose content they shall declare to have duly read and to be
aware of (in the version available on the Company website) and to understand the consequences of any failure to
comply with the precepts contained in the General Section of the Model, and in the Code of Ethics, and shall
undertake not to commit and to ensure that their top executives or subordinate refrain from committing any of
the Predicate Offences.
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3. COMPONENTS OF THE AEDES SIIQ GOVERNANCE MODEL AND OVERALL ORGANIZATIONAL
STRUCTURE
3.1 Company Governance Model
In the design of its corporate governance system, Aedes SIIQ S.p.A. has adopted the principles set out in the Code
of Corporate Governance for Listed Companies promoted by Borsa Italiana S.p.A., which for listed companies,
acts as a self-regulation tool designed to ensure correct management in terms of Corporate Governance, by
providing a set of principles, application criteria and recommendations addressed to Directors, Statutory Auditors,
Shareholders, Corporate Bodies and Company Functions.
In light of the peculiarities of its organizational structure and its activities, the Company has favoured the so-called
“traditional system” by founding the corporate governance system on a set of key principles, such as the central
role assigned to the Board of Directors, the proper management of Conflict of interest, transparency in the
communication of business management choices and the efficiency of its Internal Control System.
Aedes SIIQ S.p.A. is a joint-stock company and may be governed by a Board of Directors, comprising no fewer
than 3 (three) and no more than 21 (twenty-one) members, who may or may not be shareholders.
Currently, the Company is governed by a Board of Directors consisting of 9 (nine) members as decided by the
Shareholders’ Meeting.
In addition to the provisions of the Company's Bylaws, the Board of Directors has assigned the Chairman, Deputy
Chairman and Chief Executive Officer with appropriate powers.
In accordance with the obligations under Article 123 bis of Legislative Decree No 58 dated 28 February 1998 and
by virtue of its acceptance of the Corporate Governance Code for Listed Companies, the Board of Directors
established its own: (i) Control, Risk and Related Party Transactions Committee and (ii) the Remuneration &
Appointments Committee; both play an advisory role and have the power to formulate proposals.
The Board of Directors has also set up an Investment & Finance Committee which plays an advisory role and has
the power to formulate proposals in investment, finance and management control.
The statutory audit of the Company is carried out by Independent Auditors. The Company has also appointed a
Board of Statutory Auditors.
3.2 Aedes SIIQ S.p.A.’s internal control system
Aedes SIIQ S.p.A. has adopted the following general tools for planning the training and adoption of the decisions
taken by the Company (also in relation to the prevention of offences):
- the ethical principles underpinning the Company, also on the basis of the Code of Ethics
- the recommendations of the Corporate Governance Code for Listed Companies, promoted by the Italian
Stock Exchange, which the Company has undersigned
- the system of proxies and powers of attorney
- the documentation and provisions inherent in the corporate hierarchy at a functional and organizational
level
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- the internal control system and hence the structure of corporate procedures
- the procedures relating to the administrative, accounting and reporting system
- the notifications, corporate procedures and operating instructions given to employees
- the compulsory, specific and differentiated training for all staff
- the sanctions system as set out in the collective contracts
- the domestic and foreign legislation when applicable.
3.3 Outsourced activities
It should be noted that Aedes SIIQ S.p.A. has outsourced some of its activities/functions to other companies in the Aedes Group as well as to third parties outside the Group, by entering into service contracts that are properly formalized and signed, in compliance with current delegates and proxies. For further information, see the description in the Special Section of this Model.
3.4 General Control Principles in All At-risk Areas
In addition to the specific controls described in the Special Section of this Model, the Company has implemented
general controls applicable in all At-risk Areas.
These are as follows:
• Transparency: each operation/transaction/action shall be justifiable, verifiable, consistent and congruent
• Separation of Functions/Powers: no single person shall be permitted to handle an entire process
autonomously, nor be endowed with unlimited powers; authorization and signature powers shall be
defined in a manner consistent with the organizational responsibilities assigned
• Adequacy of internal rules: the set of company rules shall be consistent with the operations carried out
and the level of organizational complexity and such as to ensure the controls needed to prevent the
commission of offences set out by the Decree
• Traceability/Documentability: each operation/transaction/action as well as verification and control
thereof shall be documented and this documentation properly filed.
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4. SUPERVISORY BODY
4.1 Characteristics of the Supervisory Body
According to the provisions of Legislative Decree No 231/2001 (Articles 6 and 7), as well as the indications set
out in the Guidelines of the main trade associations, the characteristics of the Supervisory Body, ensuring effective
implementation of the Model, shall be as follows:
(a) autonomy and independence
(b) professional expertise
(c) continuity of action
Autonomy and independence
The requirements of autonomy and independence are crucial for the SB so as not to be directly involved in the
management activities subject to its control and therefore not to be subjected to any conditioning or interference
by the governing body.
These requirements may be achieved by providing the Supervisory Body with the highest possible hierarchical
position and by requiring it to report to the Company’s highest operational level i.e. to the Board of Directors as
a whole. In order for it to be independent, it is also crucial that no operational duties are attributed to the SB,
which would undermine its objectivity when assessing conduct and evaluating the effectiveness of the Model.
Integrity and Professional expertise
The SB shall have technical and professional competencies appropriate to the functions it is called upon to
perform. Together with its independence, these qualities guarantee that its judgment will be objective9. As regards
integrity, not only should the requirements of Article 2399 of the Italian Civil Code, which refers to Article 2382
thereof, be taken into account, but also the fact that, as argued by jurisprudential and doctrinal guidelines, SB
members shall not have been sentenced or have held any of the roles described in the cases referred to in Section
4.4.
Continuity of action
The Supervisory Body shall:
- constantly monitor observance of the Model with due commitment, having the necessary investigative
powers
- be a structure connected with the Company, in order to ensure due continuity with supervisory activity
In order to ensure that the above requirements actually exist, in addition to the professional competences
described, these subjects shall possess the formal subjective requisites to further guarantee autonomy and
independence required by the task (e.g., integrity, lack of conflicts of interests and kinship with members of the
corporate bodies and top management, etc.).
9 This includes, inter alia: analysis and risk assessment techniques; measures for their containment (organizational procedures, cross-checks, etc.); flow charting of procedures and processes for identifying weaknesses, interview techniques and drafting of questionnaires; fraud detection methods; etc. The Supervisory Body shall have an auditing function (in order to ascertain how a similar offence could take place and who committed it); a consultancy function (in order, when designing the Model and subsequent amendments thereto, to adopt the most appropriate measures to prevent, with reasonable certainty, the offences from being committed) or, further, to ensure that daily conduct actually complies with regulations), and legal competences. Legislative Decree No 231/2001 is a penal regulation and, given that the Supervisory Body’s task is to prevent offences from being committed, it is therefore essential to understand the nature and the manner in which the offences may be committed (such information may be obtained by utilising the internal resources of the Company, or with the support of external consultants).
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4.2 Identification of the Supervisory Body
In accordance with the provisions of the Decree and in accordance with Article 6, subsection 4-bis of Legislative
Decree No 231/2001, the Aedes SIIQ S.p.A. Board of Directors has entrusted the functions of the Supervisory
Body to the Board of Statutory Auditors.
In the same resolution which appointed the Supervisory Body, the Company's Board of Directors also decided on
its annual remuneration for the duties assigned thereto. The members of the Supervisory Body shall be reimbursed
for any out-of-pocket and documented expenses incurred in performing its duties.
The Supervisory Body has appointed its Chairman.
The Supervisory Body shall assume office from the moment when all members have accepted their nomination
from the Board of Directors in an express written declaration.
The Supervisory Body may regulate the performance of its activities (scheduling of tasks, minutes of meetings,
flow of information from corporate structures to the Supervisory Body, etc.) through a specific regulation.
The Supervisory Body may appoint a Secretary from among its members or from outside.
4.3 Term of office, requirements, causes of disqualification, forfeiture, suspension and replacement of
members of the Supervisory Body
The Supervisory Body shall remain in office until the expiry of the mandate of the Board of Directors that
appointed it.
Members of the Body shall be chosen from among subjects with legal and accounting competence, with adequate
professional expertise, according to their academic qualifications and professional experience gained; by way of
example, this requirement shall be considered to have been met if the candidate has a degree in a legal or financial
field and has practised in the field for a period of not less than five years.
Without prejudice to the provisions of this Section, the members of the Body may be appointed from among
subjects inside or outside the Company. The members of the Body shall not in this capacity and in the performance
of their duties be subject to the hierarchical and disciplinary power of any corporate body or function.
The members of the Supervisory Body shall meet at least the following requirements:
a) ability to carry out the task, i.e. not to be prohibited, disqualified, bankrupt, sentenced to a penalty
involving disqualification, even temporary, from public office or incapacity to exercise executive functions
integrity; i.e., they shall:
• enjoy full exercise of their civil rights, be of appropriate and unquestionable conduct, shall not have been
convicted, even where the sentence is not final, nor have received any accessory penalties for any of the
Offences
• not be involved in a criminal trial concerning the commission of one of the crimes provided for by the
Decree
• not be involved in criminal or civil proceedings connected with a lack of vigilance or insufficient
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supervision, including culpable negligence as per Legislative Decree 231/01
• not have been convicted with an irrevocable sentence, without prejudice to the effects of rehabilitation:
- imprisonment for one of the offences provided for by the rules governing banking, financial and
insurance activities and by the rules on markets and financial instruments, taxation and payment
instruments
- imprisonment for one of the crimes referred to in Book V, Title XI, of the Italian Civil Code and
in Royal Decree No 267 dated 16 March 1942
- imprisonment for a period of not less than six months for a crime against public administration,
public faith, property, public order and the public economy
- imprisonment for a period of not less than one year for any crime committed without culpable
intent
- for an offence which amounts to and has resulted in a conviction involving disqualification, even
temporary, from public office, or temporary disqualification from management of legal persons
and enterprises
• not have been definitively sentenced to preventive measures of special public security surveillance and
compulsory stay in the municipality of residence or habitual residence provided for by the law against the
Mafia
• not be subject to additional administrative sanctions for the temporary loss of integrity and temporary
incapacity to assume administrative, management and control functions, as provided for in Article 187
quater of Legislative Decree No 58/1998.
b) independence from the management of the Company, i.e. not having:
• financial relations of such relevance as to affect their autonomy of judgment, directly or indirectly or on
behalf of third parties, towards the Company, its subsidiaries, its executives, the shareholder or group of
shareholders controlling the Company, it being understood that one of the members of the SB may be an
internal member of the Company (and therefore also be a Company employee)
• ownership, direct, indirect, or on behalf of third parties, of shareholdings such as to allow control or
significant influence over the Company
• a participation in shareholder agreements for control of the Company
• the status of spouse, domestic partner, relative or similar within the second degree of an executive director
of the Company or of a shareholder who controls the Company or is a spouse, domestic partner, or first
degree relative of a person in the aforementioned situations
Candidates for the position of members of the Supervisory Body shall self-certify by means of a sworn declaration
in lieu of notarial deed that they are not in any of the conditions indicated in this Section, expressly undertaking to
communicate any variations with respect to the content of such declarations.
Without prejudice to the provisions of the above, the recurrence and permanence of the requirements for each
member of the Supervisory Body shall be verified from time to time by the Board of Directors at the time of
appointment and shall be verified by the same body throughout the Supervisory Body’s term of office (e.g., through
a periodic declaration by the members of the Supervisory Body).
Individuals convicted of one of the offences provided for by Legislative Decree No. 231/2001 may not be
appointed as members of the Supervisory Body, without prejudice to compliance with the other requirements.
The members of the Supervisory Body shall be removed from office in the event of:
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a) loss of the above requisites following their appointment or when it is established that they did not meet
them at the time of appointment, or
b) failure to participate in two or more (even non-consecutive) meetings of the SB without good reason in
the course of twelve consecutive months
c) non-compliance with confidentiality obligations10.
The following shall be grounds for suspension from the office of member of the Supervisory Body:
• sentencing with a non-final sentence, even if with a penalty applied on request or suspended on condition,
for one of the offences referred to in Legislative Decree No. 231/2001 or other offences of any kind
involving professional conduct; or
• the application of a personal precautionary measure; or
• the provisional application of special public security surveillance or the obligation to stay in the
municipality of residence or habitual residence
If the reason for suspension is no longer applicable, without becoming grounds for disqualification, the Board of
Directors of the Company may reinstate the member of the Supervisory Body.
The Aedes SIIQ Board of Directors may at any time remove the members of the Supervisory Body, if there is a
justified reason.
In the event of renunciation, incapacity, death or forfeiture of a member of the Supervisory Body, the Board of
Directors shall take all actions to replace such a member. Meanwhile, the remaining members shall comply with
the Regulation and by virtue of a casting vote in favour of the Chairman of the SB.
In the event of renunciation, incapacity, death, revocation or forfeiture of the Chairman, the oldest member shall
take over the Chair, and shall remain in office until the date on which the Board of Directors has appointed a new
member of the Supervisory Body.
4.4 Functions, Tasks and Powers of the Supervisory Body
In compliance with the indications provided by the Decree and the Guidelines, the function of the Supervisory
Body shall consist, in general, of:
• supervising the functioning and observance of the Model
• ensuring it is kept up to date
In particular, the Supervisory Body shall be called upon to carry out the following activities:
a) promotion of the dissemination in the corporate context of a knowledge and understanding of the Model
b) supervision of compliance with the Model within the company
c) supervision of the validity and adequacy of the Model, with particular reference to conduct encountered
10The members of the Supervisory Body shall be bound to secrecy with regard to the information acquired in the performance of their duties, unless the communication of such information is necessary for the performance of their duties. Said obligation shall, however, not apply to the Board of Directors. The members of the Supervisory Body shall ensure the confidentiality of the information in their possession – with particular reference to any reports that they may receive regarding alleged or presumed violations of the Model – and shall refrain from seeking and using such information for purposes other than institutional purposes or, in any case, for purposes that do not conform to the functions of the Supervisory Body.
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in the corporate context
d) verification of the Model’s effective capacity to prevent Offences from being committed
e) ensuring that the Model is kept updated in the event that it becomes necessary and/or appropriate, in
relation to changes to the company and/or legislative conditions, by means of:
- presentation of proposals for updating the Model to the Board of Directors
- monitoring of the implementation and effective functioning of the solutions proposed
- notification and periodic reporting to the Board of Directors on activities performed, information
received, on any corrective measures and improvements needed for the Model and their state of
implementation.
Within the scope of the above activities, the Supervisory Body shall perform the following tasks:
a) at the end of any inspection, information session and proposal, it shall draw up minutes to be recorded in
their own book
b) propose the activation of the sanction provided for by the Model
c) collect, process, store and update any information received or collected that may help verify compliance
with the Model
d) periodically check and control the At-risk Areas/Operations identified in the Model
e) set up specific “dedicated” information channels to facilitate the flow of reporting and information to the
SB
f) promptly report to the Board of Directors, so that it may take appropriate measures, any violations of the
Model that may have been ascertained and which may lead to a liability for the Company
g) promptly forward to the Board of Directors any significant information that might be required in order
to properly carry out the functions of the SB
h) report to the Board of Directors on any breaches of the Organizational Model by Directors; and
i) at least once every six months, transmit to the Board of Directors and to the Control, Risk and Related
Party Transactions Committee a report on activities performed, information received and any disciplinary
sanctions (for conduct related to the purposes of the Decree) that may be imposed by the competent
authorities, to the necessary and/or appropriate corrective measures and improvements needed for the
Model and their state of implementation. At least once a year, this report shall be personally presented to
the Board of Directors by the Chairman of the SB.
For the purposes of carrying out the activities and fulfilling the obligations set out in the previous sections, the
Supervisory Body shall be granted the powers indicated below:
a. issue provisions and service orders to regulate the activity of the SB as well as the flow of
information therefrom and thereto
b. access any and all corporate writings and documents required to perform the functions assigned
to the SB under the Decree
c. request the collaboration, even on an ongoing basis, of internal structures or resort to external
consultants with proven professional expertise in cases where this is necessary to verify, control
or update the Model
d. require that the persons to whom the request is addressed, including associates, consultants,
agents and representatives outside the Company, promptly provide all information, documents,
data and/or news requested of them in order to identify aspects connected with the various
corporate activities covered by the Model and to verify the effective implementation thereof by
the company’s organizational structures.
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In order to better and more effectively perform the tasks and functions assigned to it, the Supervisory Body may
decide to delegate one or more specific tasks to individual members. In any case, even for functions delegated by
the Supervisory Body to individual members, responsibility for those functions shall be of the Supervisory Body
as a whole.
4.5 Resources of the Supervisory Body
In order to guarantee the Supervisory Body has full autonomy in the performance of its functions, without any
limitations caused by insufficient financial resources, an annual budget shall be allocated thereto by the Board of
Directors, on the basis of an expenditure estimate drawn up by the Supervisory Body itself. In addition, the
Supervisory Body may autonomously commit resources in excess of its own budget, where such resources are
required to deal with exceptional and urgent situations, as well as to stipulate, modify and/or terminate professional
assignments with third parties who have the specific skills needed in order to perform the assignment in an optimal
fashion.
In such cases, the Supervisory Body shall inform the Board of Directors without delay.
4.6 Information Flows for the Supervisory Body
4.6.1 Disclosure requirements vis-à-vis the Supervisory Body
In order to facilitate supervision of the Model’s effectiveness, the Supervisory Body shall be informed, through
specific reports from the Recipients (and, where applicable, by third parties) about any events that could expose
Aedes SIIQ S.p.A. to liability pursuant to Legislative Decree No 231/2001.
Information flows to the Supervisory Body may consist either of general information or of specific mandatory
information.
In the first case, the following requirements shall apply:
- Recipients shall be required to report to the SB any information about the commission, or reasonable
conviction of commission, of any offences or practices not in line with the procedures and rules of conduct
issued or to be issued by Aedes SIIQ
- Third parties shall be required to report the commission, or reasonable conviction of commission, of
offences within the limits and in accordance with contractually established procedures
- Third Parties shall report directly to the SB.
In addition to reports of general violations as described above, the following information shall be provided to the
Supervisory Body in a timely manner:
- measures and/or information from judicial police bodies, or any other authority, concerning investigations
involving Aedes SIIQ or members of its corporate bodies
- visits, inspections and inquiries initiated by competent bodies (purely by way of example: ASL health
authorities, INPS social security authority, INAIL work safety authority, the Guardia di Finanza tax police,
etc.) and any findings and sanctions imposed on their conclusion
- current disputes in progress when the counterpart is a public entity or body (or equivalent) and, at their
conclusion, the corresponding outcomes
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- requests for legal assistance from staff in the event of legal proceedings against them
- any reports drawn up by managers of other bodies in the context of their control activities and from which
facts, acts, events or omissions with critical profiles may emerge with respect to compliance with Legislative
Decree No 231/2001
- information relating to disciplinary proceedings and any sanctions imposed or any measures taken to dismiss
such proceedings with the reasons therefor, if related to the commission of crimes or breach of the code of
conduct or procedure as set out in the Model
- any investigative committees or internal reports/communications finding liability for offences referred to
in Legislative Decree No 231/2001
- organizational changes
- updates to proxies and powers of attorney
- significant transactions carried out within the At-risk Areas
- changes in to At-risk Areas (or potentially At-risk Areas)
- declaration of accuracy and completeness for the information contained in corporate disclosures
- copy of the Minutes of the Meetings of the Board of Directors.
In addition to the above, in carrying out their duties, Department/Function Managers shall promptly provide the
Supervisory Body with the information required by their protocols/procedures for the purposes of compliance
with the Model, whenever such an event should occur.
All such information, whether general or specific, shall be provided in writing and addressed to the Chairman of
the Supervisory Body.
The Company shall adopt specific dedicated information channels in order to ensure confidentiality (see note 10)
and facilitate the flow of reporting and information to the SB. In particular, all reports and communications
addressed to the Supervisory Body may be sent to the following e-mail address: [email protected].
All information and reports provided for in the Model shall be stored by the Supervisory Body in a separate
computer and/or paper archive, in compliance with the provisions of Legislative Decree No 196/2003.
Members of the Supervisory Body shall be bound by an absolute and mandatory obligation to maintain the
confidentiality of the activities performed and of the corporate information they become aware of in the exercise
of their mandate, except as specifically provided for in this section.
The Supervisory Body shall assess any reports received with discretion and responsibility. To this end, it may
interview whistleblowers and/or the perpetrator of the alleged offence, stating in writing any reasons for deciding
autonomously not to proceed. In any case, those making said reports in good faith shall be safeguarded from any
type of retaliation or penalisation and in any event the highest confidentiality on their identity shall be maintained,
except where their disclosure is required by the law and by protection of the rights of the Company or of any
persons that have been wrongly and/or maliciously accused.
4.6.2 Disclosure requirements specific to the Supervisory Body
Given that responsibility for adopting and effectively implementing the Model remains with the Company’s Board
of Directors, the Supervisory Body shall report on the implementation of the Model and the occurrence of any
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critical issues.
Specifically, the Supervisory Body has the responsibility towards the Board of Directors to:
- inform the Board of Directors about the drafting of the annual schedule of activities it intends to carry out in
order to fulfil the tasks it has been assigned
- periodically communicate the progress of the schedule, together with any changes made thereto
- promptly communicate any issues arising related to the activities, where relevant
- report, at least every six months, on the implementation of the Model
The Supervisory Body shall be required to periodically (on a half-yearly basis) report to the Board of Directors on
its activities.
Said report shall indicate the activities performed during the period, both in terms of the controls carried out and
results obtained, as well as any need to update the Model
The Body may request to be convened by the Board of Directors and the Control, Risk and Related Party
Transactions Committee to report on the functioning of the Model or on specific situations. Meetings with the
corporate bodies to which the Supervisory Body reports shall be recorded in the minutes. A copy of such minutes
shall be kept by the Supervisory Body and the bodies involved from time to time.
Without prejudice to the above, the Supervisory Body may also communicate, evaluating the individual
circumstances:
(i) the results of its own assessments to the heads of functions and/or processes if the activities highlight
aspects in need of improvement. In such a case, the SB shall obtain from the heads of process a plan of
the actions, with schedules, for implementing the activities requiring improvement and the result of such
implementation
(ii) report to the Board of Directors any conduct/actions not in line with the Model in order to:
a) acquire from the Board of Directors all elements needed to communicate any information to the
structures in charge of evaluating and applying disciplinary sanctions
b) give indications as to how to remove deficiencies, with a view to preventing recurrence
4.6.3 Intragroup Information Flows
If, during their supervision of the functioning and compliance with the Model, the Supervisory Bodies of Aedes
and companies in the Aedes Group should come across any critical issues relevant to other Group companies,
they shall report such issues promptly to the Supervisory Body of the Group company concerned or to its
Management Body if the SB has not been established.
5. SANCTIONING SYSTEM FOR NON-COMPLIANCE WITH THIS MODEL AND THE
STANDARDS/PROVISIONS REFERRED TO THEREIN
5.1 General principles
Aedes SIIQ S.p.A. acknowledges and declares that the availability of an adequate sanctioning system to deal with
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breaches of the regulations set out in the Model, its Annexes and Procedures is essential in order to ensure that
the Model itself is effective.
In this regard, indeed, Article 6(2)(e) of the Decree states that organizational and management models shall
“introduce a disciplinary system to punish non-compliance with the measures set out in the Model”.
Application of disciplinary sanctions shall be independent of the outcome of any criminal proceedings, as the rules
of conduct imposed by the Model and the Procedures are adopted by the Company in full autonomy and regardless
of the type of offences referred to in Legislative Decree No 231/2001 to which the infringements in question may
give rise.
More precisely, any failure to comply with the rules set out in the Model and Procedures, in itself, damages the
relationship of trust with the Company and shall lead to disciplinary action, regardless of whether or not criminal
proceedings are initiated, whenever said breach constitutes a crime. This is also in line with the principles of
timeliness and immediacy of disciplinary action and the imposition of sanctions, in compliance with the laws in
force.
5.2 System of sanctions
Any conduct infringing the Model, including all its attachments, as well as all the Group's protocols/procedures
aiming to provide more detailed regulation of transactions performed by Aedes SIIQ staff in At-risk Areas and
instrumental processes, shall be sanctioned in accordance with the terms of Articles 6(2)(e) and 7(4)(b) of the
Decree.
The Company shall react promptly to any breach of the rules of conduct, even where such conduct does not
constitute an offence or does not result in direct liability.
The sanctions that may be imposed shall be as set out in the Company Regulations.
Sanctions against employees may take the following forms: verbal reprimand, written reprimand, fine, suspension
without remuneration and from service, disciplinary dismissal.
The disciplinary sanction shall always be proportionate to the seriousness of the offence committed and to any
recurrence and shall be imposed in compliance with the guarantees applicable under the law (Article 7 of the
Workers' Statute) and in accordance with the applicable collective bargaining rules.
a. Any employee committing a minor breach not attributable to a deliberate intention to violate the
Model's behavioural prescriptions (for example, negligent failure to comply with one of the
procedures indicated in the Model) shall be verbally reprimanded.
b. Any worker repeating such an offence shall be reprimanded in writing.
c. A fine not exceeding the amount of 4 hours of normal remuneration as per Article 113, Part Two
of the National Collective Labour Contract (Italian initials: CCNL) for employees of tertiary
companies in the distribution and services sector shall be levied on those workers who are repeat
offenders with respect to the above conduct and who have already received a written reprimand
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in the same calendar year.
d. Suspension from pay and service for a maximum of ten days if the worker violates the provisions
of the Code of Ethics or the Model or the internal procedures indicated in the Model when
carrying out activities connected with sensitive processes, thus endangering the integrity of
company assets and/or exposing the Company to an objective situation of risk connected with
the commission of one of the offences set out in Legislative Decree No 231/2001.
e. Disciplinary dismissal where the worker, in carrying out activities connected with sensitive
processes, violates the provisions of the Code of Ethics or the Model or the internal procedures
indicated in the Model, by clearly acting to commit one or more offences set forth in Legislative
Decree No 231/2001 such as to constitute administrative liability for Aedes SIIQ, and to result
in the concrete applicability to the Company of the sanctions set out in Legislative Decree
No 231/2001.
The type and extent of each sanction shall be determined taking into account, inter alia:
- the wilfulness of the conduct or degree of negligence, imprudence or inexperience of the worker
- the conduct of the worker as a whole, including with regard to his/her disciplinary record, in compliance
with the applicable rules
- the tasks entrusted to the worker
- If the perpetrator of the violation is an executive, the Company shall take such action as it deems
appropriate, including dismissal for just cause in the event that the relationship of trust with the Company
has ceased to be.
On the procedural level, Article 7 of Law No 300 dated 20 May 1970 (Workers' Statute) shall apply.
Investigation of the above offences – whether or not notified by the Supervisory Body –, management of the
corresponding disciplinary proceedings and imposition of sanctions shall remain the responsibility of the corporate
functions appointed and delegated thereto.
In the event of a violation of the Model by one or more members of the Board of Directors, the Supervisory Body
shall inform the entire Board of Directors, which shall take appropriate measures.
In the event of violation of the rules by commercial partners, associates or external consultants, or, more generally,
by Third Parties, depending on the seriousness of the violation, the Company: (i) shall call upon the parties involved
to comply strictly with the provisions contained therein; or (ii) shall be entitled, depending on the different types
of contract, to withdraw from the existing relationship for just cause or to terminate the contract due to a breach
by the above-mentioned parties.
To this end, Aedes SIIQ has inserted specific clauses therein which provide for: (a) disclosure to third parties of
the Company’s adoption of the Model and Code of Ethics; (b) the Company’s right to withdraw from the
relationship or terminate the contract, in the event of conduct in contrast with the Decree.