Administrative responsibility 231
Our organisation, management and control model (“Model 231”) aims to prevent offences committed in the interest or to the benefit of the company. The Supervisory Body is tasked with supervising the operation and observance of Model 231 and taking care of its updating.
In October 2016, Italgas’ Board of Directors approved the organisation, management and control model – referred to as Model 231. Following a detailed risk assessment and gap analysis of all the company departments and processes, the Model 231 was then supplemented in December 2017 with a Special Part, which describes the Processes, Sensitive Activities and specific control standards relating to each type of offence.
Model 231 is made up of an organic set of principles, rules and provisions concerning the management and control of each corporate process. Model 231 and the Code of Ethics, which is an integral part of it, is intended for members of the Italgas corporate bodies, management and employees, as well as those operating to achieve the company’s objectives. We pay great attention to implementation of the Model, in particular regarding improvement of the company procedures, employee training and the carrying out of specific control programmes.
What is the administrative liability of companies?
Legislative Decree no. 231 of 8 June 2001 introduced regulations on the administrative liability of companies: enterprises and organisations can be held liable, and consequently penalised, for offences committed or attempted by directors or employees in the interest of or to benefit the company or organisation. The company shall not be held liable if it has adopted and effectively implemented, before the offences were committed, suitable organisation, management and control models to prevent the offences, and if it has established a Supervisory Body in charge of supervising the operation and observance of the models.
The Supervisory Body (SB) is appointed by the Board of Directors, having heard the opinion of the Control, Risk and Related-Party Transactions Committee, as well as having heard the Board of Statutory Auditors, on the proposal of the chief executive officer and in agreement with the chairman.
The SB is tasked with supervising the operation and observation of Model 231 and taking care of its updating. It has independent initiative and control powers and governs its own operation through regulations.
The Italgas’ Supervisory Body is composed of three external members chosen from academics and professionals with proven expertise and experience on legal, corporate, economics issues and business organisation:
- Antonio Gullo, Chairman
- Romina Guglielmetti
- Francesco Profumo
The term of office of members of the Supervisory Body is aligned with that of the Board of Directors which appointed them in July 2022. The members stand down as at the date of the Shareholders’ Meeting convened to approve the financial statements relating to the last year of their office.
Supervisory Body contact details: firstname.lastname@example.org
Structure of the roles
The Model 231 is approved with a resolution passed by the Board of Directors, after consulting the Board of Statutory Auditors and the Control and Risk Committee. The Chief Executive Officer is responsible for implementing and updating the Model 231 in virtue of the powers conferred on this figure.
Model 231 establishes the information flows from the various corporate functions and each recipient of Model to the Supervisory Body and from the latter to the Company top management, specifically the CEO, chairman, control, risk and related party transactions committee and the Board of Statutory Auditors.
Model 231 and SB of the subsidiaries
Each subsidiary independently adopts its own organisational, management and control model based on the specific needs of its corporate context, nonetheless taking the principles of Italgas’ Model 231 as a point of reference and taking into account the indications and implementation methods laid down by Italgas with regard to the organisational and operating structure of the group. Additionally, each subsidiary sets up an autonomous and independent Supervisory Body. Model 231 requires specific information flows between the Supervisory Body of the subsidiaries and those of Italgas.