Download document:
The RGI Group is firmly committed to combating corruption in all its forms, aware of the negative effects of corrupt practices on economic and social development and the reputational damage that can result from the violation of anti-corruption regulations. The RGI Group places values such as transparency, ethics and respect for legality at the core of its corporate culture, all fundamental elements to promote an environment marked by business integrity.
In carrying out its activities, the RGI Group adopts a “zero tolerance” policy toward all corrupt behaviour, committing itself to preventing the risks of unlawful practices at all levels and in all geographical areas. This commitment is realized through the dissemination and promotion of ethical principles, the adoption of clear rules of conduct and the implementation of rigorous control processes, in compliance with applicable regulations and international best practices.
As a concrete demonstration of the RGI Group’s commitment to fighting corruption, a Compliance Program has been adopted, that is based on a solid architecture of principles and tools. At the heart of this system lies the Code of Conduct, which defines the core values by which the RGI Group is inspired to achieve its objectives and the essential principles for responsible business management. The Group Compliance Program is further enriched by the adoption of a Group Anti-Corruption Policy. In addition, RGI S.p.A., the parent company, has adopted the Organisation, Management and Control Model pursuant to Legislative Decree 231/2001, which keeps constantly updated to respond effectively to regulatory and operational requirements, which is also relevant for the subsidiaries for their respective areas of responsibility.
In particular, the Group Anti-Corruption Policy defines concrete measures to prevent and fight all forms of corruption, both in the public and private sectors.
The Group Anti-Corruption Policy is prepared for application to all subsidiaries, in the countries in which they operate, providing for each company a useful framework for the identification, review and achievement of anti-corruption objectives defined in accordance with the Policy.
With the aim of providing its recipients a useful tool, the Group Anti-Corruption Policy not only contains general principles with which the recipients must comply, but also provides:
- types of prohibited conduct and the supplementary elements of the individual cases, both in the public and private sectors
- prohibited conduct in relation to other crimes with the Public Administration
- specific examples of forms of corruption in the different sensitive areas identified in the RGI Group.
Taken together, all of these tools constitute an integrated system of rules and principles that guide the day-to-day actions of the RGI Group, ensuring that activities are conducted ethically and in full compliance with current regulations, strengthening the effectiveness of our approach to managing the risk of wrongdoing and promoting transparent and accountable corporate governance.
For the RGI Group, operating with integrity is not only an ethical duty, but a core value that guides our strategy and relationship with employees, customers, suppliers, and other business partners as well as the communities in which we operate.
ORGANIZATIONAL MODEL UNDER LEGISLATIVE DECREE 231/2001
Legislative Decree No. 231/2001 (also the “Decree”) introduced into the Italian legal system the regime of administrative liability of corporations for certain crimes committed in their interest or to their advantage by individuals in top management positions or persons subject to their direction or supervision. The administrative liability of the corporation is independent of the criminal liability of the natural person who committed the crime and stands alongside the latter.
The Decree provides a specific form of exemption from such liability if it appears that the entity has adopted and effectively implemented “models of organization, management and control” that are suitable for preventing, with reasonable certainty, crimes similar to the one that occurred.
THE 231 MODEL IN RGI
In order to avoid the possible commission of the offenses contemplated by the Decree, RGI S.p.A. has adopted its own model of organization, management and control (“Model 231”), aimed at preventing both the risk of the relevant offenses being committed and, consequently, the administrative liability of the Company. Model 231, adopted starting from an accurate analysis of the company’s activities aimed at identifying areas potentially at risk, constitutes a set of general principles, rules of conduct, control tools and organizational procedures, as well as encompasses information and training activities and the disciplinary system, aimed at ensuring, as far as possible, uniformity of application for the prevention of the commission of crimes.
With the adoption of Model 231, the Company has equipped itself with a complex system of rights, duties and responsibilities, as well as protocols that, as a complement to the system of attribution of functions and delegation of powers and other internal organizational tools, all have the purpose of ensuring adequate transparency and knowability of the decision-making and financial processes, as well as the conduct that must be kept by the recipients of Model 231, both in the phase of prevention of crimes and in the phase of control of the effective implementation of Model 231.
In fact, among the purposes of Model 231 is to develop awareness in the Recipients (employees, collaborators, suppliers, consultants and third parties in general) who operate in processes at risk that they may incur offenses that entail sanctions both against them, as reported in the disciplinary and sanction system of Model 231, and against the Company, through adequate internal training and communication of Model 231 to the outside world.
IN DETAIL
RGI S.p.A. periodically adjusts its Model 231 (the last update was on November 9, 2023) to regulatory developments, as well as to changes in the company’s organization, such as corporate change and revision of the company’s internal processes. In particular, the latest regulatory updates of Model 231 include the amendments to the Criminal Code introduced by Law 22/2022, the introduction of new criminal offenses into Legislative Decree 231/2001 by Legislative Decree 184/2021 and Legislative Decree 19/2023, and the transposition of the European legislation on whistleblowing that occurred with Legislative Decree 24/2023.
THE SUPERVISORY BODY
RGI has entrusted a Supervisory Body with the task of supervising compliance with the requirements of Model 231, verifying their actual effectiveness and assessing the need for any updates. The Supervisory Board was appointed in the person of Mr. Emiliano Nitti (Chairman), Dr. Enrico Calabretta and Mrs. Silvia Tironzelli..
REPORTS, EVEN ANONYMOUSLY, RECEIVED BY RGI
The top management, all employees and collaborators of the Company are required to report, even in confidential or anonymous form, any unlawful conduct, commission or omission, which constitutes or may constitute a violation or suspected violation of the 231 Model and the Code of Ethics or unlawful conduct relevant under Legislative Decree 231/2001 integrating specific types of offenses, of which they have become aware by reason of the functions performed.
In this regard, the Company has provided for the Speak Up! computer reporting channel and adopted, in implementation of the provisions of Legislative Decree No. 24 of 2023, a group policy to which the Model refers and an excerpt of which can be found in the dedicated section with all the information useful for the submission and management of reports.
THE 231 MODEL IN RGI GROUP
Although the Decree has direct validity only for companies headquartered in Italy, establishing their administrative liability for unlawful activities committed both in Italy and abroad in the interest or to the benefit of companies headquartered in the Italian territory, the adoption and updating of Model 231 also applies to other RGI Group companies headquartered abroad, mainly in France, Germany, Tunisia.
RGI S.p.A., in fact, takes steps to sensitize the foreign subsidiaries, on the contents of the Italian law in order to implement an extensive control system, common to all the companies belonging to the Group, as well as to disseminate to the Group the values, principles and rules of personal and professional behavior that must be followed in the exercise of business activities through the adoption of a common code of conduct.
CODICE ETICO (EX D. LGS. n. 231/01) 
Modello di Organizzazione e Gestione (EX D. LGS. n. 231/01)
Courtesy extract of the Organization, Management and Control Model in English
Our Suppliers policies define the behavioural rules relevant for RGI Group to create transparent and lasting relationships.
Values and principles that inspire RGI Group in carrying out its activities, such as sustainability, safety, business conduct, conflict of interest, IP, environmental, data protection, and confidentiality, require also respect from RGI suppliers. in this section you can find our Suppliers’ Code of Conduct and the General Terms of Purchase
The RGI Group, aware of ethical issues and proper conduct of its business, has introduced, in accordance with the EU Directive 2019/1937 of the European Parliament and Council and the transposing laws of the RGI countries, a system for the management of reports, including anonymous ones, valid in Italy and abroad and for all RGI Group companies.
In particular, all the subsidiaries of RGI S.p.A. in Italy and abroad are committed to promoting a corporate culture based on ethical conduct that is respectful of the principles of loyalty, fairness, responsibility and legality and, therefore, rejects and deplores the use of illegitimate or improper conduct in order to achieve its economic objectives. For these reasons, the RGI Group recognizes and promotes a “speak up” culture, inviting its employees and all those who have, in various capacities, employment, collaboration or business relationships with one of the Group companies to “speak up”:
- if possible, with the person concerned
- or with their manager, or with the Head of Human Resources or Compliance, or even with a senior person
- or with the internal supervisory bodies (Supervisory Body, Board of Statutory Auditors, Auditor, where applicable)
(the foregoing constitutes the “Ordinary Report“)
- by submitting a whistleblowing report where appropriate through the Speak Up! Channel
(the preceding point constitutes the “WB Report“)
RGI Group new whistleblowing system provides (i) a confidential channel to make reports, even anonymously, which is managed by a specialized third-party provider, (ii) as well as a Group Speak Up! Policy, updated on December 19, 2024 through the implementation of the interpretive guidelines of Legislative decree 24/2023 issued by competent authorities.
The violations which can be reported include:
- offenses falling within the scope of European Union or national acts specified in Directive (EU) 2019/1937 (hereinafter “EU Directive”) related to the following sectors:
- public procurement
- financial services, products and markets and the prevention of money laundering and terrorist financing
- product safety and compliance
- transport safety
- environmental protection
- radiation protection and nuclear safety
- food and feed safety and animal health and welfare
- public health
- consumer protection
- protection of privacy and protection of personal data and security of network and information systems
- crypto-assets
- acts or omissions that harm the financial interests of the European Union, as well as those concerning the internal market, including violations of the European Union’s competition and State aid rules
- acts or conduct that frustrate the object or purpose of the provisions set forth in the acts of the European Union in the areas indicated in the preceding points
Conduct may be reported in violation of the Code of Conduct, internal regulations, Group policy and therefore the RGI Group Compliance Program or, in general, the Compliance Models of foreign subsidiaries (where adopted).
As for Italy:
- conducts or a situations contrary to 231 Model, the Code of Ethics, as well as regulations, directives, policies and internal procedures adopted by the Company and relevant under Legislative Decree 231/2001
As for France:
- criminal offenses
- a serious and manifest violation of an international commitment duly ratified or approved by France or a unilateral act of an international organisation adopted on the basis of that commitment
- a serious and manifest violation of the law or regulations
- a serious threat or prejudice to the general interest
As for Germany:
- criminal offences
- violations that are subject to fines, insofar as they serve to protect life or health or to protect the rights of workers or their representative bodies
- violations of federal and state laws;
- administrative offences, if they may endanger life, safety or health.
This Policy ensures that the report is known to as few people as possible (hereinafter “Competent Persons“), in accordance with the principle of minimization and in any case of protection of the confidentiality of the Whistleblower, the Reported Person and the other Persons involved.
The RGI Group has identified a limited number of persons entrusted with the receipt and handling of Reports (“Speak Up! Manager“), who have been identified in view of the requirements of professionalism, independence and knowledge of internal processes and continuity of action.
The Speak Up! Manager identified for Italy is:
- Speak Up! Italy Committee of RGI S.p.A. (hereinafter, “Speak Up! Committee“) composed of:
- Head of Group Compliance
- Head of Legal
- Group Academy Director
The Speak Up! Manager identified for France is:
- COO
The Speak Up! Managers identified for Germany are:
- Head of Group Compliance
- Flexperto’s Compliance Manager.
The Speak Up! Manager identified for Tunisia is:
- Human Resources of RGI Tunisia.
Alternatively or for contingent needs related to organizational changes, for France, Germany and Tunisia an external Speak Up! Manager or the Head of Group Compliance may be appointed.
In the event that the Speak Up! Manager (or a member if the Speak Up! Manager is established as a collegiate body) is the subject of the report and, therefore, is the Reported Person, and in all other cases in which he or she has a conflict of interest, even if only potential, he or she must not receive the report, but shall be automatically excluded from the Speak Up! Internal channel. In this case, the report must be received only by the other persons identified as the Speak Up! Manager (or members of the Speak Up! Manager established as a collegiate body) who are not Reported or who do not have any other conflict of interest. In the event that the Speak Up! Manager is established individually or in which the other parties are also in the same situation, the report will automatically be received only by the Head of Group Compliance. In all other cases in which the Speak Up! Manager or one of its members has a conflict of interest, even if only potential, e.g. because he or she has been harmed by the reported behaviour or is involved in the reported facts in other respects, the rules of conduct provided for in the Conflict of Interest Policy shall apply.
With specific reference to the Speak Up! Manager of RGI S.p.A., in the event that the Head of Group Compliance is the subject of the report and the other persons are also reported or otherwise have a conflict of interest, the report will be transmitted to the Chairman of the Supervisory Body of RGI S.p.A.
If the report concerns a violation of Legislative Decree 231/2001 and/or of the Model 231, the Speak Up! Manager shall immediately inform the Supervisory Body. In the latter case, the transmission of information to the Supervisory Body must be carried out in compliance with the principle of information minimisation, so as to guarantee the confidentiality of the Whistleblower, the Reported Person and the other Persons Involved.
For the use of the SpeakUp! Channel:
- Access the Speak Up! IT channel for each RGI Group company:
- Register with email, preferably personal, and password of your choice. The data required for the registration of the Whistleblower are not accessible to the RGI Group, as the IT channel for the Whistleblower is made available and managed by an external supplier
- After registering with the system, the Whistleblower will receive an email of registration, containing their credentials and a link to confirm the email address
- From the menu at the top left, the Whistleblower will be able to select the option “create a report” choosing between the written or oral form (voice recording)
- The Whistleblower may choose to create the Report anonymously (for details see paragraph 9 of this Policy)
- Once you have chosen the reporting mode, you will need to fill in all the fields marked as mandatory by the symbol *
- Indicate, if known, the type of infringement (as provided for in paragraph 4. 1. or select “other”)
- The Whistleblower may attach supporting documentation
- And, before submitting the Report, you will have access to a summary screen
- Finally, send the Report
- For assistance related to the tool write to: assistenza@mygovernance.it
The Whistleblower may submit his/her report to the relevant Authorities through the external reporting channel made available by the said Authorities, if:
- a report was already made and was not followed up
- in case of well-founded reasons to believe that an internal report would not be effectively followed up/ may result in the risk of retaliation
- well-founded reasons to believe that the report may bring an imminent or obvious danger to the public interest
Reports can also be reported via Public Disclosure in case:
- the whistleblower has already made an Internal and External Report and has not received any feedback
- the whistleblower has well-founded reason to believe that, due to the specific circumstances of the concrete case, the External Reporting may pose a risk of retaliation or may not be effectively followed up
The use of anonymous forms of Report, in which the identity of the Whistleblower is not made explicit or identifiable by the same, is permitted, as long as they are sufficiently circumstantiated and thus bear sufficient factual elements to initiate an investigation activity (e.g.: the offence committed, the reference period and possibly the value, the causes and purpose of the offence, the Company/function concerned, the persons/units involved and the anomaly on the control system).
Anonymous Report is carried out using the methods provided for internal reporting.
The guarantees provided by RGI Group whistleblowing system include:
- prohibition of retorsion: no threat, retaliation, unjustified sanction, or discrimination against the Reporting Person, the Reported Person, and those who have cooperated in the feedback activities regarding the merits of the Report
- confidentialiy obligation: no disclosure of information relating the reporting person, the reported person, the content of the report and other people involved in the reporting process
Reports having a mere defamatory, discriminatory, slanderous and/or vexatious nature, mere suspicious or rumors and complaints regarding personal situations are not permitted and if reported, will be archived.