CODE OF ETHICS AND ORGANISATION AND MANAGEMENT MODEL (PURSUANT TO LEGISLATIVE DECREE NO. 231/01)
ORGANISATIONAL MODEL PURSUANT TO LEGISLATIVE DECREE 231/2001
The Legislative Decree n. 231/2001 (“Decree”) introduced in the Italian legal system the administrative liability for entities, in case of crimes committed in their interest or to their advantage by subjects who hold top positions or persons subject to the management or supervision by such persons. The administrative liability of the company is independent from the criminal liability of the person who committed the crime.
The Decree provides a specific form of exemption if the entity has adopted and effectively implemented "models of organization, management and control" that are suitable for preventing offenses similar to the one that occurred.
A further requirement is constituted by the establishment of an internal body, entrusted with the task of controlling and supervising the functioning and observance of these models as well as taking care of their updating ("Supervisory Body").
RGI MODEL 231
In order to avoid the possible commission of the offenses contemplated by the Decree, RGI S.p.A. has adopted its own organization, management and control model (“Model 231”), aimed at preventing both the risk of committing significant offenses and, consequently, the administrative liability of the Company. RGI S.p.A. periodically updates its Model 231 to the evolution of the relevant legislation and jurisprudence, as well as to changes in the company organization (last update on 29 October 2020). Model 231 was adopted, starting from an accurate analysis of company activities aimed at identifying areas potentially at risk, and constitutes a set of general principles, rules of conduct, control tools and organizational procedures, as well as includes the information and training 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 adopted a complex system of rights, duties and responsibilities, as well as protocols which, in addition to the system for assigning functions and delegating powers and other internal organizational tools, they all have the purpose of guaranteeing adequate transparency and knowledge of the decision-making and financial processes, as well as of the behaviors that must be applied by the recipients of Model 231, both in the crime prevention phase and in the control phase of the effective implementation of the Model 231.
Among the purposes of Model 231, there is also to develop the awareness of the Recipients (employees, collaborators, suppliers, consultants and third parties in general) who operate in processes at risk of being able to incur offenses that involve sanctions both against them, as reported in the disciplinary and sanctioning system of Model 231, which is charged to the Company through adequate internal training and external communication of Model 231.
THE SUPERVISORY BODY
RGI has entrusted a Supervisory Body with the task of supervising compliance with the provisions of Model 231, verifying their real effectiveness and assessing any updates. The Supervisory Body was appointed as it follows; Stefania Chiaruttini (Chairman), Antonio Bana and Silvia Tironzelli until the approval, by the Shareholders' Meeting, of the financial statements at December 31, 2021.
Top management, all employees and collaborators are required to report, even in a confidential or anonymous form, any unlawful conduct, whether committing or omitting, which constitutes or may constitute a violation or a suspected violation of Model 231 and of the Code of Ethics or illegal conduct relevant pursuant to Legislative Decree 231/2001 integrating specific types of offense, of which they have become aware due to the functions performed.
The report, as provided by the General Part of Model 231, can come from all Recipients of Model 231, at the address firstname.lastname@example.org or by ordinary mail to be delivered to the Company's registered office in Via San Gregorio 34 - 20124 Milan, to the attention of the Supervisory Body President, and it will be managed with the protection guarantees offered by the Whistleblowing Procedure, an integral part and substantive of Model 231, adopted by the Company.
For completeness, it should be noted that the Company has also implemented a SpeakUp! Line for reporting the Group's ethical and compliance irregularities via the address email@example.com.