ORGANIZATION, MANAGEMENT AND CONTROL MODEL

pursuant to Legislative Decree of 8 June 2001, no. 231

 

LEGISLATIVE DECREE NO. 231/2001

Legislative Decree 231 of 8 June 2001 introduced into the Italian legal system a form of « quasi-criminal » liability for companies (legal entities) for certain crimes committed or attempted, in the interest or to the advantage of the companies, by directors, employees, and individuals under their direction or supervision. Such liability is in addition to that of the natural person who materially committed the act.

Following the analysis of theoretical risks, the following offenses were deemed relevant for the Eurovetrocap group:

• Crimes against Public Administration: these include, among others, the unlawful receipt of public funding (through false declarations/documents or omission of required information), misappropriation (failure to use received funds for their intended purpose), corruption, and extortion (e.g., during inspections by health authorities or fire brigades). At risk are all business areas interacting with the Public Administration (“direct risk”) or managing financial resources that could be used to provide advantages or benefits to public officials (“indirect risk”).

• Corporate crimes: relating to financial statements, accounting information disclosed externally, transparency in dealings with auditors, and supervisory authorities.

• Crimes connected to workplace safety: these concern all workplace accidents resulting from violations of accident-prevention regulations. To be relevant under Decree 231/2001, the accident must cause an inability to work for more than 40 days.

• Crimes related to money laundering, receiving stolen goods, use of illicitly sourced assets, and self-laundering: following the introduction of Legislative Decree 231/2007, corporate liability extends to such offenses. With the inclusion of self-laundering, theoretically all company activities that could generate illegal profits and later reinvest them in economic, financial, or entrepreneurial activities are considered at risk.

• Computer crimes and unlawful data processing: typically linked to the management, use, implementation, and maintenance of IT or telecommunication systems and resources (both hardware and software).

• Copyright infringement: linked to the use of software, audiovisual, cinematic, musical, or literary works (e.g., images, videos, etc.).

• Crimes against industry and commerce: introduced by Law 99/2009, these include fraud in trade, food fraud, etc., generally tied to production or marketing of goods.

• Environmental crimes: introduced by Legislative Decree 121/2011 (art. 25 undecies), extending liability for offenses against environmental protection laws.

• Private-sector corruption: all company activities (except those dealing solely with public bodies) are theoretically at risk, since the crime may involve company officers/employees or those of private external entities.

• Market abuse: includes unfair practices that alter financial markets, undermining transparency and investor confidence. Even unlisted companies may be exposed during extraordinary finance operations (mergers, acquisitions, restructurings).

• Tax crimes: introduced by Law 157/2019 (art. 39, paragraph 2), extending Decree 231/2001 liability to tax-related offenses.

• Smuggling crimes: amended by Legislative Decree 141/2024, introducing VAT into customs duties. At risk are activities related to import/export, mainly purchases and sales.

The company’s liability is excluded, or at least limited, if—before such crimes were committed—adequate Organization, Management, and Control Models (“Models”) had been adopted and effectively implemented to prevent them.

According to art. 6, paragraph 2 of the Decree, to exclude liability, the Model must:

• identify activities where crimes could be committed,

• establish specific protocols and procedures to prevent crimes (beyond those already in place),

• provide reporting obligations toward the supervisory body,

• introduce a disciplinary system (in addition to those in National Collective Labor Contracts) to sanction violations of the Model.

In summary, this liability stems from a company’s “organizational fault.” The company is liable for administrative offenses resulting from crimes committed by its representatives if it failed to implement an adequate organization to prevent them or significantly reduce their likelihood—especially by not adopting internal controls and procedures for high-risk activities (e.g., dealings with the Public Administration).

The Model must reduce crime risk to an “acceptable” level in line with legislative rationale and Confindustria guidelines. The company is exempt only if the crime was committed fraudulently circumventing the adopted controls.

In compliance with Legislative Decree 231/2001 and inspired by Confindustria guidelines, Eurovetrocap has adopted its own Organization, Management, and Control Model (“Model”) and established a Supervisory Body composed of an external member, granted autonomous powers of initiative and control by the Board of Directors.

The Model also includes the Code of Ethics and the Disciplinary System.

It incorporates the quality management system, environmental management system, certifications obtained by the company, operational procedures, work instructions, and any other relevant documentation in force.

The system allows employees to promptly report irregularities or (potential) conflicts of interest to the Judicial Authority, the Whistleblowing Manager, and the Supervisory Body when conduct deviates from the Code of Ethics, the Model, or related procedures.

The Model is dynamic and requires constant updating to reflect organizational changes.