CODE OF ETHICS AND ORGANISATION AND MANAGEMENT MODEL (PURSUANT TO LEGISLATIVE DECREE NO. 231/01)
ORGANISATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001
Legislative Decree 231/2001 created a system of criminal vicarious liability for organisations within the Italian legal order arising from certain criminal offences committed in their interest or for their benefit by persons in senior positions or those subject to management and supervision by such persons.
THE 231 MODEL AT RGI
In order to prevent the offences identified in the decree, in December 2015 the RGI group approved its 231 Model, designed to prevent predicate offences, as defined in the decree, and thus the resulting vicarious liability for the Company. The Model in place – based on a thorough analysis of company activities aimed at identifying those potentially at risk – consists of a set of general principles, rules of conduct, monitoring schemes and organisational procedures, information and training activities and a disciplinary system, all designed to prevent offences from being committed to the fullest extent possible.
The 231 Model consists of a General Section describing the Model's function and principles, the contents of Legislative Decree 231/2001 and the main relevant statutes, in addition to the specific content characteristic of the 231 Model: from adoption to the identification of at-risk activities, the implementation of protocols, the characteristics and functioning of the Supervisory Body, the flow of information, information and training activities, the disciplinary system and updates to the Model.
The following documents are an integral, substantive part of the Model:
- the Code of Ethics, which lays out RGI's rights, duties and responsibilities in relation to the persons covered by the Model (which is available for consultation on the intranet, distributed to all employees in a specific mailing and published on the Antex portal);
- the disciplinary system and related penalty mechanism to be applied in the event of non-compliance with the Model;
- the system of delegated powers and authority, along with all documents that describe and assign responsibilities and/or duties to those who operate in At-Risk Areas within the organisation (i.e., organisation charts, work orders, job descriptions, duty statements, process charts, etc.);
- the system of procedures, processes, protocols and internal controls (in part already existing and in part being prepared) the purpose of which is to ensure adequate transparency and visibility of decision-making and financial processes, along with the conduct required of the persons covered by this Model operating in At-Risk Areas.
THE SUPERVISORY BODY
RGI has tasked a Supervisory Body (composed of members external to the Company) with supervising compliance with the prescriptions of the Organisational Model, verifying that such prescriptions are truly effective and assessing whether updates may be necessary. The Supervisory Body currently in office consists of Stefania Chiaruttini (Chair), Antonio Bana and Carlo Tavormina, and their term of office is set to end upon the approval of the financial statements at and for the year ended 31 December 2018 by the Shareholders' Meeting.
Anyone, whether an employee or third party, may report, in a fully confidential and anonymous manner, problems regarding the internal control system (compliance with laws, regulations and internal procedures, fraud involving company property and information, vicarious corporate liability, etc.) or other matters involving breaches of the Code of Ethics by writing to the e-mail address firstname.lastname@example.org or sending a fax to 01251902049.