Solesi S.p.A. aims at a proper and efficient management of the company through a transparent and responsible corporate management system, aimed at both the company’s internal components and the external interlocutors.
The ambition of achieving a good Corporate Governance is always to find a new margin of improvements, to make it a “work in progress” in order to stimulate all the involved people and to apply the Organization, Management and Control Model in full compliance with the adopted Ethical Code by supervised by the Supervisory Body (Odv) of SOLESI SpA
The system is then implemented with the adoption of principles, integrated procedures, which characterize all the activities carried out by the various organizational and operational components.
The Legislative Decree no. 231 of 8 June 2001 (hereinafter D.Lgs 231/2001) introduced for the first time in Italian law the “bodies administrative liability for crime depending on offence”. On the basis of that legislation, the bodies may be sanctioned with a financial and / or interdictional penalty, in respect of certain offenses committed in the interest or benefit of the body by:
a) persons holding the functions of representation, administration or management of the body or of its organizational unit with financial and functional autonomy; b) as well as by persons who exercise, in fact, the management and control of the same (so-called “apicals”); c) persons subjected to the management or supervision of one of the persons referred to in (a) (so-called “subjected”).
In compliance with the provisions of Legislative Decree no. 231/2001, SOLESI S.p.A. Board of Directors on 30 November 2015 approved the adoption of an Organization, Management and Control Model to prevent the commission of the offenses envisaged therein.
The Organizational Model is composed of:
Organization, Management and Control Model:
Attached to the Model
Legislative Decree no. 231/2001, art. 6, paragraph 1, lett. b) provides, among the indispensable conditions for exonerating from liability arising from commission of offenses, the establishment of an Supervisory Board internal to the Body – (hereinafter referred to as “OdV”) – which has autonomous powers of initiative and control, with the task of monitoring the operation and observance of the Model and updating it.
Therefore, the Company, in the context of adjusting its organization and control system to the provisions of Legislative Decree no. 231/2001, established a Joint Collegiate Supervisory Body in charge of overseeing the adequacy and functioning of the Model (hereafter OdV). The body consists of two external members, one of whom is appointed as President, and one internal member to ensure multidisciplinary competencies.
The Ethical Code is a fundamental Annex to the Organizational, Management and Control Model. In the performance of their services, all those who act, operate and cooperate in any way with Solesi S.p.A. (employees, consultants, suppliers and third parties in general) are faced with situations that require the adoption of relevant behaviors under different profiles, including, the most important ones, the ethical and legal ones (ie “Recipients” of the Code) .
Everyone has the duty to keep their employees and their interlocutors compliant with the general principles of absolute honesty, loyalty, good faith, balance, correctness and diligence, as well as the specific obligations that may arise from deontology and, anyway, from those principles deemed to be due to the context and purpose of their mission.
The Ethical Code has the purpose of providing general ethical conduct codes to comply with the execution of its activities, as well as to help to prevent the realization of the premeditated offenses provided by Legislative Decree no. 231/2001.