The organisational, management and control model (Model 231)
The Legislative Decree no. 231, dated June 8, 2001 introduced into the Italian regulatory system the administrative liability of companies which may be found liable and hence face penalties for any crimes committed or attempted, in Italy or abroad, by directors, employees and/or representatives in general in the interest or to the advantage of the company.
However, the Decree provides that a company may be exempted from such liability if it is able to prove that prior to the crime being committed
- it has adopted and effectively implemented an organisational, management and control model designed to reasonably prevent said crimes through a set of principles, guidelines and procedures, and
- it has entrusted an Oversight Board, vested with autonomous powers of initiative and control for supervising and monitoring the functioning of and compliance with the Model, and ensuring that it is updated.
In order to ensure, to the greatest possible extent, that the perpetration of the offences set out in the aforementioned Decree is prevented, the Board of Augustea Holding Spa at the end of 2010 devised a project to lead to the adoption of the “Model 231” by the company and its operating subsidiaries, in accordance with their own peculiarities and without prejudice to their management autonomy of initiative and control.
The organisational, management and control model has the effect of:
- distinguishing the responsibilities of individuals from those of the company;
- conferring to each individual or department the related responsibility, differentiating it and calibrating it with respect to that of other individuals or departments through the attribution of duties.
The "Model 231" is part of the broader adopted corporate governance policy, which is careful to comply with the ethical principles of corporate management, introduced with the adoption of the Code of Ethics of the Augustea Group, which is therefore an integral part and general principle of Model 231 and cannot be derogated.
The synergies between the Code and the Model 231 are highlighted by the assignment to the Oversight Board the role of guarantor of the Code of Ethics.
Augustea pays considerable attention to the implementation of the Model, particularly in terms of improving business procedures, personnel training and undertaking specific control programmes. Training and/or communication activities with respect to the Model – differentiated on the basis of recipients – are planned, including for third parties and the market.
The Model will be updated and supplemented over time in order to reflect both regulatory developments on this issue and organisational changes at corporate level.
The Board of Directors of Augustea Holding SpA – in its meetings of September 10, 2012 resolved to adopt its own organizational, management and control model and appointed the Oversight Board selecting members among academics and professionals with proven experience in economics and company organisation matters.
Currently this Board is composed as follows:
- Mario d’Onofrio, Chairman of the Board of Statutory Auditors;
- Giovanni De Leva, effective member of the Board of Statutory Auditors;
- Roberto Perrone Capano, effective member of the Board of Statutory Auditors;
- Lucio Majorano, criminal lawyer.
Read the Augustea Holding Spa Model 231.
