ORGANISATIONAL, MANAGEMENT AND CONTROL MODEL
By resolution of its Board of Directors dated 28 March 2014, Ecotrade S.p.A. (“Ecotrade” or the “Company”) has adopted its Organisational, Management and Control Model (“Model”), as per Italian Legislative Decree No. 231 of 8 June 2001 (“Decree 231/2001”), regarding crimes against the public administration and environmental crimes. The Model is consistent with the requirements laid down in the applicable guidelines issued by the Italian Industry Confederation (Confindustria) and the related trade associations. The adoption of the Model, as well as pursuing the purposes set out in Decree 231/2001, is also an act of social responsibility, leading to a variety of benefits for a number of parties: shareholders, managers, employees, creditors and all the other parties whose interests are linked to the life of the Company. Ecotrade implements the Model both with reference to its organisational characteristics and the activities it performs in the various risk areas. The Model is described in a “General Part” and a “Special Part” and also includes a Code of Conduct, a systematic set of procedures and the related control activities. The Model is a comprehensive collection of principles, procedures and provisions which: (i) influence the internal operation of the Company and the manner in which the latter interacts with external parties; and (ii) provide an effective system for the diligent control of sensitive activities, aimed at preventing the perpetration, or attempted perpetration, of crimes for the purposes of the administrative liability of collective entities. The rules adopted by Ecotrade and the principles by which anyone acting in its interest must abide are further described in the Code of Conduct. The Model is kept under continuous monitoring by Ecotrade’s Supervisory Body (SB), who is responsible for identifying any breaches of the same, verifying its effectiveness, ensuring its actual implementation and supervising its continuous updating, including in response to any amendments to Decree 231/2001. Each and every breach, or suspected breach, of the Model and any other information regarding the implementation of the same may be reported to Ecotrade’s Supervisory Body (see dedicated section below). Any notices may be sent: (i) in paper, in a closed envelope, to Ecotrade’s registered address, for the attention of the SB; (ii) in paper, to the Supervisory Body’s professional practice address, as listed on the current lawyers’ register; (iii) by e-mail to firstname.lastname@example.org.
Ecotrade’s Supervisory Body - as set up in accordance with article 6, paragraph 1, item b) of Decree 231/2001 and described under Chapter 3 of the General Part of the Model - is a body with independent powers of initiative and supervision, as required by Decree 231/2001. In accordance with the Confindustria guidelines, Ecotrade’s SB also meets the applicable requirements in terms of autonomy and independence, professionalism and continuity of action. As permitted under Decree 231/2001 and given the specific characteristics of its organisational structure, Ecotrade has entrusted the SB function to a single-member organ. This choice was made in consideration of Ecotrade’s small size and lack of organisational structure. Among other things, the SB is responsible for monitoring the actual implementation of the Model, ensuring that all behaviours adopted within and/or by Ecotrade are compliant with the Model, preventing the perpetration of the crimes listed under Decree 231/2001, reporting about the implementation of the Model to the competent bodies, prompting the updating of the Model as required, and monitoring the implementation, adoption and adequacy of the Code of Conduct. Autonomy and independence are achieved through the position assigned to the SB within Ecotrade, meaning that it reports directly to the chief operating function, as required by the Model. Professionalism is ensured thanks to the specific expertise developed by the SB in Ecotrade’s line of business, as well as through its possibility of relying - for the performance of any technical operations required in the fulfilment of its functions – on the professional assistance of the various company managers and of external advisors. Continuity of action is guaranteed by the fact that the SB is fully committed to its supervisory activity and is able to rely on the support of the various resources made available by Ecotrade, as well as of external advisors having specific knowledge in the matters of the Model.
THE CODE OF CONDUCT
The Code of Conduct is an essential element of the Model and an integral and substantial part of the organisational, management and control system and prevention framework adopted by the Company. In particular, the Code of Conduct is a collection of all the rights, duties and responsibilities of the Company towards its employees, customers, suppliers and the Public Administration (that is all stakeholders in general). The Code of Conduct aims to recommend, promote or prohibit certain behaviours, including beyond the requirements of Decree 231/2001 and of the current legislation. The Code of Conduct is also a tool to raise the awareness of all those who operate in the name and on the account of Ecotrade, so that, in the performance of their activities, they may implement correct behaviours, with a view to preventing the perpetration of crimes. The Code of Conduct also contains provisions that are applicable to customers and suppliers, as required under articles 3.2 and 3.3 respectively of the Code of Conduct. Ecotrade’s SB is the competent body to conduct investigations regarding any notices or information received on potential or actual breaches of the Code of Conduct and to report the related findings to the governing body or to the other competent bodies, as applicable, for the adoption of the related sanctions.