Administrative liability (Model 231)
We have adopted an organisational, management and control model (“Model 231”) which aims to prevent offences being committed in the interests or benefit of the company.
In October 2016, the Italgas Board of Directors approved its organisational, management and control model - the Model 231 - pursuant to Italian Legislative Decree 231 of 8 June 2001. Following in-depth risk assessment and gap analysis on all the company’s functions and processes, the Model 231 was later supplemented in December 2017 with a Special Section that describes the specific Processes, Sensitive Activities and control standards of the Model 231 in relation to each specific type of offence.
What is corporate administrative liability?
Italian Legislative Decree 231 of 8 June 2001 introduced regulations on corporate administrative liability whereby companies and entities can be held liable, and subsequently sanctioned, for offences committed or attempted in the interests or benefit of the company or entity by its directors or employees. Corporate liability is excluded if it has adopted and efficiently implemented, before offences are committed, organisational, management and control models suited to prevent offences, and if it has set up a Supervisory Body to supervise the operations of and compliance with the models.
The Model 231 is a support tool and key element of the Code of Ethics, and is intended for members of Italgas corporate bodies, management and employees, as well as those operating to achieve the company’s objectives.
The Supervisory Body
After consulting the Control, Risks and Related Party Transactions Committee and the Board of Statutory Auditors, at the proposal of the CEO in agreement with the Chairman, the Supervisory Body was appointed by the Board of Directors with the tasks of supervising the operations and compliance with the Model 231 and its updating. The Model 231 was approved by resolution of the Board of Directors, after consulting the Board of Statutory Auditors and the Control and Risks Committee.
The task of implementing and updating the Model 231 falls to the CEO, by virtue of his assigned powers. However, only the Board of Directors has the duty to update the general inescapable principles of the Model. The Supervisory Body 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 and corporate issues and business economics and organisation:
- Carlo Piergallini, Chairman
- Francesco Profumo
- Marcella Caradonna
The term of office of members of the Supervisory Body is aligned with that of the Board of Directors which appointed them in September 2019. The term of office of the members expires on the date of the Shareholders' Meeting called to approve the financial statements for the last year of their office.
Information flows and the roles of the CEO, the Board of Directors and the subsidiaries
Model 231 establishes the information flows from the various corporate functions and each recipient of Model 231 to the Supervisory Body and from the latter to the company top management and, specifically, the CEO, Chairman, the Control, Risks and Related Party Transactions Committee and the Board of Statutory Auditors.
The CEO has the task of implementing and updating the Model 231, while the Board of Directors is responsible for updating the general irrevocable principles of the Model.
Each subsidiary independently adopts its own organisational, management and control model, based on its specific nature, taking the principles of Italgas' Model 231 as a benchmark and taking into account the indications and implementation methods laid down by Italgas with regard to the organisational and operating structure of the Italgas 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.
How administrative liability interacts with the Code of Ethics
- The Code of Ethics defines the business ethics principles which our company and all our human resources recognise, accept and promote. The Model 231 is both a support tool and a central element of the Code of Ethics.
- The Model 231 is a structured set of principles, rules and provisions on the management and control of every corporate process. We focus strongly on the Model 231’s implementation, particularly as regards the finalisation of corporate procedures, personnel training and the performance of specific control programmes.
- The Supervisory Body also acts as the Code of Ethics “supervisor”.
ultimo aggiornamento 09 October 2019 03:23 UTC