Organizational Model

Adopted by the Ordinary Assembly in the session of 30.09.2019
Modified in the session of 25.03.2022
Modified in the session of 15.12.2023

Summary

- GENERAL PART

• First Section

1. Legislative Decree of June 8, 2001 n. 231

   - SPECIAL PART

   • Second Section

2. The Organization, Management and Control Model of GMDE S.R.L

   • Third Section

3. Supervisory Body (COMPLIANCE OFFICER)

   1. Powers and functions of the Supervisory Body

   2. Duration in office, forfeiture and revocation

   3. Reporting of the Supervisory Body

   4. Information flows to the Supervisory Body

      • Fourth Section

4. Disciplinary System

   • Fifth Section

5. Dissemination of the Model

   • Sixth Section

6. WHISTLEBLOWING

   • SEVENTH SECTION

7. Adoption and Update of the Model
   
    

‌- GENERAL PART -‌

‌First Section‌

1. ‌Legislative Decree of June 8, 2001 n. 231‌

    

   1. ‌Administrative Liability of Entities

      Legislative Decree of June 8, 2001, n. 231, “Regulation of administrative liability of legal entities, companies and associations even without legal personality” (hereinafter also “Legislative Decree 231/2001” or, also only the “Decree”), came into force on July 4, 2001 in implementation of art. 11 of Delegation Law of September 29, 2000 n. 300 and introduced into the Italian legal system, in accordance with what is provided at community level, the administrative liability of entities, where by “entities” is meant commercial companies, corporations and partnerships, legal entities and associations, even without legal personality.

      The form of liability provided by the regulation presents the characteristics typical of criminal liability, despite being defined as “administrative” by the legislator, and refers to the criminal judge the assessment of the crimes from which it derives, and extends to the entity the guarantees typical of criminal proceedings.

      The administrative liability of the entity derives from the commission of so-called predicate crimes, expressly indicated in Legislative Decree 231/2001 and committed, in the interest or to the advantage of the entity itself, by natural persons who hold functions of representation, administration or direction of the entity or of one of its organizational units with financial and functional autonomy, or who exercise, even de facto, its management and control (the so-called “top subjects”), or who are subject to the direction or supervision of one of the above-mentioned subjects (the so-called “subordinate subjects”). In order to establish the administrative liability of the entity, Legislative Decree 231/2001 also requires the assessment of its culpability. This requirement, attributable to an “organizational fault”, is to be understood as the failure to adopt, by the entity, preventive measures adequate to prevent the commission of the crimes listed in the following paragraph, by the subjects identified in the Decree.

      The entity will not be held administratively liable when it is able to demonstrate that it has adopted and effectively implemented an organization suitable to avoid the commission of the crimes indicated in the decree, through the adoption of the organization, management and control model provided for by Legislative Decree 231/2001.

       

   2. ‌Crimes provided for by the Decree

      The so-called predicate crimes, from the commission of which the administrative liability of the entity is derived, are those expressly and exhaustively referred to in Legislative Decree 231/2001 and subsequent amendments and additions.

      The following lists the crimes currently included in the scope of application of Legislative Decree 231/2001, specifying however that this is a list destined to expand over time due to the introduction of new cases by the legislator. It is possible to see in blue the most recently introduced crimes as well as the amendments to this document compared to the previous version.

      1. Crimes against Public Administration (arts. 24 and 25 modified by D.L.gs 75/2020):

         • Embezzlement to the detriment of the State or another public entity or the European Union (art. 316 bis

           Italian Penal Code)

         • Undue receipt of disbursements to the detriment of the State or another public entity or the European

           Union (art. 316 ter Italian Penal Code)

         • Fraud to the detriment of the State or a public entity (art. 640, paragraph 2, n. 1, Italian Penal Code)

         • Aggravated fraud for obtaining public disbursements (art. 640 bis Italian Penal Code)

         • Computer fraud to the detriment of the State or another public entity (art. 640 ter Italian Penal Code)

         • Fraud in public supplies (art. 356 Italian Penal Code)

         • Fraud to the detriment of the European Agricultural Guarantee Fund and the European Agricultural Fund for Rural Development (art. 2 L.898/1986)

         • Corruption (arts. 318, 319, 319 quater, 320, 322 bis Italian Penal Code)

         • Incitement to corruption (art. 322 Italian Penal Code)

         • Corruption in judicial proceedings (art. 319 ter Italian Penal Code)

         • Extortion (art. 317 Italian Penal Code).

         • Illicit trafficking in influence (art. 346 bis Italian Penal Code)

         • Embezzlement (arts. 314 first paragraph, 316 Italian Penal Code)

         • Abuse of office (art. 323 Italian Penal Code)

            

      2. Computer crimes and unlawful data processing, introduced by Law 48/2008 (art. 24-bis):

         • Computer documents (art. 491-bis Italian Penal Code)

         • Unauthorized access to a computer or telematic system (art. 615-ter Italian Penal Code)

         • Unauthorized possession and distribution of access codes to computer or telematic systems (art. 615-quater Italian Penal Code)

         • Distribution of equipment, devices or computer programs aimed at damaging or interrupting a computer or telematic system (art. 615-quinquies Italian Penal Code)

         • Interception, impediment or unlawful interruption of computer or telematic communications (art. 617-quater Italian Penal Code)

         • Installation of equipment suitable for intercepting, preventing or interrupting computer or telematic communications (art. 617-quinquies Italian Penal Code)

         • Damage to information, data and computer programs (art. 635-bis Italian Penal Code)

         • Damage to information, data and computer programs used by the State or another Public Entity or in any case of public utility (art. 635-ter Italian Penal Code)

         • Damage to computer and telematic systems (art. 635- quater Italian Penal Code)

         • Damage to computer and telematic systems of public utility (art. 635-quinquies Italian Penal Code)

         • Computer fraud by the subject providing electronic signature certification services (art. 640-quinquies Italian Penal Code).

         • Violation of regulations on National Cyber Security Perimeter (art.1 paragraph 11, D.L. 21/9/19 n. 105 converted into L. n. 133 18/11/2019)

            

      3. Crimes of organized crime, introduced by Law 94/2009 (art. 24 ter):

         • Criminal association, including that aimed at committing any of the crimes referred to in articles 600, 601 and 602 of the Italian Penal Code, as well as in article 12, paragraph 3-bis, of the consolidated text of provisions concerning the regulation of immigration and rules on the status of foreigners, referred to in Legislative Decree of July 25, 1998, n. 286 (art 416 Italian Penal Code)

         • Mafia-type associations including foreign ones (art. 416-bis Italian Penal Code)

         • Mafia-type electoral exchange (art. 416-ter Italian Penal Code)

         • Kidnapping for extortion purposes (art. 630 Italian Penal Code)

         • Criminal association aimed at illegal trafficking in narcotic or psychotropic substances (art. 74 D.P.R. October 9, 1990 n. 309)

         • All crimes if committed taking advantage of the conditions provided for by art. 416-bis of the Italian Penal Code to facilitate the activity of the associations provided for by the same article (L. 203/91)

         • Crimes of illegal manufacture, introduction into the State, sale, transfer, possession and carrying in public places or places open to the public of war weapons or war-type weapons or parts thereof, of explosives, of clandestine weapons as well as of multiple common firearms, excluding those provided for by article 2 paragraph 3, of law April 18, 1975, n. 110 (art. 407 paragraph 2, lett. a), number 5) Italian Code of Criminal Procedure).

            

      4. Crimes concerning counterfeiting of coins, public credit cards, revenue stamps and instruments or marks of recognition, introduced by Law 409/2001 and modified by Law 99/2009 (art. 25-bis):

         • Counterfeiting of coins, spending and introduction into the State, by prior agreement, of counterfeited coins (art. 453 Italian Penal Code)

         • Alteration of coins (art. 454 Italian Penal Code)

         • Counterfeiting of watermarked paper used for the manufacture of public credit cards or revenue stamps (art. 460 Italian Penal Code)

         • Manufacture or possession of watermarks or instruments intended for the counterfeiting of coins, revenue stamps or watermarked paper (art. 461 Italian Penal Code)

         • Spending and introduction into the State, without agreement, of counterfeited coins (art. 455 Italian Penal Code)

         • Spending of counterfeited coins received in good faith (art. 457 Italian Penal Code)

         • Use of counterfeited or altered stamped values (art. 464 Italian Penal Code)

         • Counterfeiting of revenue stamps, introduction into the State, purchase, possession or circulation of counterfeited revenue stamps (art. 459 Italian Penal Code)

         • Counterfeiting, alteration or use of trademarks or distinctive signs or of patents, models and designs (473 Italian Penal Code)

         • Introduction into the State and trade of products with false marks (474 Italian Penal Code).

            

      5. Crimes against industry and commerce, introduced by Law 99/2009 (art. 25-bis 1):

         • Disturbance of freedom of industry or commerce (art. 513 Italian Penal Code)

         • Unlawful competition with threat or violence (art. 513-bis Italian Penal Code)

         • Fraud against national industries (art. 514 Italian Penal Code)

         • Fraud in the exercise of commerce (art. 515 Italian Penal Code)

         • Sale of non-genuine foodstuffs as genuine (art. 516 Italian Penal Code)

         • Sale of industrial products with misleading signs (art. 517 Italian Penal Code)

         • Manufacture and trade of goods made by usurping industrial property rights (art. 517-ter Italian Penal Code);

         • Counterfeiting of geographical indications or designations of origin of agri-food products (art. 517-quater Italian Penal Code).

            

      6. Corporate crimes, introduced and/or modified by Legislative Decree 61/2002, by Law 262/2005, by Law 190/2012, by Law 69/2015 and by Legislative Decree 38/2017. (art. 25-ter):

         • False corporate communications (art. 2621 Italian Civil Code)

         • False corporate communications of minor significance (art. 2621 bis Italian Civil Code)

         • False corporate communications of listed companies (art. 2622 Italian Civil Code)

         • Impeded control (art. 2625, paragraph 2, Italian Civil Code)

         • Fictitious formation of capital (art. 2632 Italian Civil Code)

         • Undue return of contributions (art. 2626 Italian Civil Code)

         • Illegal distribution of profits and reserves (art. 2627 Italian Civil Code)

         • Illegal transactions on shares or corporate shares or of the parent company (art. 2628 Italian Civil Code)

         • Transactions to the detriment of creditors (art. 2629 Italian Civil Code)

         • Failure to communicate conflict of interest (art. 2629-bis Italian Civil Code)

         • Undue distribution of corporate assets by liquidators (art. 2633 Italian Civil Code)

         • Private corruption (art. 2635 Italian Civil Code)

         • Incitement to private corruption (art 2635 – bis Italian Civil Code)

         • Illegal influence on the assembly (art. 2636 Italian Civil Code)

         • Market manipulation (art. 2637 Italian Civil Code)

         • Obstruction of the exercise of functions by public supervisory authorities (art. 2638, paragraphs 1 and 2, Italian Civil Code).

            

      7. Crimes with the purpose of terrorism or subversion of democratic order, introduced by Law 7/2003 (art. 25 quater):

         • Subversive associations (art. 270 Italian Penal Code)

         • Associations with the purpose of terrorism, including international terrorism, or subversion of democratic order (art. 270-bis Italian Penal Code)

         • Aggravating and mitigating circumstances (art. 270-bis.1 Italian Penal Code) [introduced by Legislative Decree n. 21/2018]

         • Assistance to associates (art. 270-ter Italian Penal Code)

         • Recruitment for purposes of terrorism, including international terrorism (art. 270-quater Italian Penal Code)

         • Aggravating and mitigating circumstances (art. 270-bis.1 Italian Penal Code) [introduced by Legislative Decree n. 21/2018]

         • Training in activities for purposes of terrorism, including international terrorism (art. 270-quinquies Italian Penal Code)

         • Aggravating and mitigating circumstances (art. 270-bis.1 Italian Penal Code) [introduced by Legislative Decree n. 21/2018]

         • Conduct with terrorist purposes (art. 270-sexies Italian Penal Code)

         • Attack for terrorist or subversive purposes (art. 280 Italian Penal Code)

         • Act of terrorism with deadly or explosive devices (art. 280-bis Italian Penal Code)

         • Kidnapping for purposes of terrorism or subversion (art. 289-bis Italian Penal Code)

         • Kidnapping for purposes of coercion (art. 289-ter Italian Penal Code) [introduced by Legislative Decree 21/2018]

         • Incitement to commit any of the crimes provided for by Chapters one and two (art. 302 Italian Penal Code)

         • Political conspiracy through agreement (art. 304 Italian Penal Code)

         • Political conspiracy through association (art. 305 Italian Penal Code)

         • Armed gang: formation and participation (art. 306 Italian Penal Code)

         • Assistance to participants in conspiracy or armed gang (art. 307 Italian Penal Code)

         • Seizure, hijacking and destruction of an aircraft (L. n. 342/1976, art. 1)

         • Damage to ground facilities (L. n. 342/1976, art. 2)

         • Sanctions (L. n. 422/1989, art. 3)

         • Operative repentance (Legislative Decree n. 625/1979, art. 5)

         • New York Convention of December 9, 1999 (art. 2)

         • Urgent measures for the protection of democratic order and public security (art. 1 decree-law

           15/12/1979, n. 625 conv. with modif. into l. 6/02/1980, n. 15).

            

      8. Practices of mutilation of female genital organs, introduced byLaw 7/2006 (art. 25–

         quater. 1):

         • Practices of mutilation of female genital organs (art. 583-bis Italian Penal Code)

            

      9. Crimes against individual personality, introduced and/or modified by Law 228/2003, by Law 38/2006 and by Law 199/2016 (art. 25 quinquies):

         • Reduction or maintenance in slavery or servitude (art. 600 Italian Penal Code)

         • Child prostitution (art. 600-bis, paragraphs 1 and 2, Italian Penal Code)

         • Child pornography (art. 600-ter Italian Penal Code)

         • Possession of pornographic material (art. 600-quater Italian Penal Code)

         • Virtual pornography (art. 600-quater.1 Italian Penal Code)

         • Tourist initiatives aimed at exploiting child prostitution (art. 600-quinquies Italian Penal Code)

         • Trafficking in persons (art. 601 Italian Penal Code)

         • Purchase and sale of slaves (art. 602 Italian Penal Code)

         • Illegal intermediation and exploitation of labor (603 bis Italian Penal Code)

         • Grooming of minors (art. 609-undecies Italian Penal Code).

            

      10. Market abuse, introduced by Law 62/2005 and modified by Law 262/2005 (art. 25-sexies):

          • Abuse of privileged information (arts. 184, 187-bis, 187-ter, Legislative Decree 58/1998);

          • Market manipulation (art. 185 Legislative Decree 58/1998).

             

      11. Transnational crimes, introduced by Law 146/2006:

          • Criminal association (art. 416 Italian Penal Code)

          • Mafia-type associations including foreign ones (art. 416-bis Italian Penal Code)

          • Criminal association aimed at smuggling foreign processed tobacco (DPR 43/1973, art. 29-quater)

          • Association aimed at illegal trafficking in narcotic or psychotropic substances (DPR 309/1990, art. 74)

          • Provisions against clandestine immigration (Legislative Decree 286/1998, art. 12)

          • Inducement not to make statements or to make false statements to the judicial authority (art. 377-bis Italian Penal Code)

          • Personal aiding and abetting (art. 378 Italian Penal Code).

             

      12. Negligent crimes committed in violation of accident prevention regulations and on the protection of hygiene and health at work, introduced by Law 123/2007 (art. 25-septies):

          • Manslaughter (art. 589 Italian Penal Code)

          • Serious or very serious negligent personal injury (art. 590 Italian Penal Code).

             

      13. Crimes concerning receiving stolen goods, money laundering and use of money of illicit origin introduced and/or modified by Legislative Decree 231/2007 and by Law 186/2017 (art. 25-octies):

          • Receiving stolen goods (art. 648 Italian Penal Code)

          • Money laundering (art. 648-bis Italian Penal Code)

          • Use of money, goods or benefits of illicit origin (art. 648-ter Italian Penal Code) Self-laundering (art. 648-ter. 1 Italian Penal Code).

      14. Crimes concerning payment instruments other than cash (Art. 25-octies 1, Legislative Decree n. 231/2001) [article added by Legislative Decree 184/2021]

          • Unauthorized use and counterfeiting of payment instruments other than cash (art. 493-ter Italian Penal Code)

          • Possession and distribution of equipment, devices or computer programs aimed at committing crimes concerning payment instruments other than cash (art. 493-quater Italian Penal Code)

          • Computer fraud aggravated by the realization of a transfer of money, monetary value or virtual currency (art. 640-ter Italian Penal Code)

             

      15. Crimes concerning copyright infringement, introduced by Law 99/2009 (art. 25-novies):

          • Introduction on telematic network systems, available to the public, through connections of any kind, of a copyrighted work or part of it (art. 171 paragraph 1, lett. a-bis), Law 633/1941)

          • Crimes referred to in the previous point committed in reference to another person's work not intended for publication, or with usurpation of authorship of the work, or with deformation, mutilation or other modification of the work itself, where this results in offense to the honor or reputation of the author (art. 171, paragraph 3, Law 633/1941)

          • Unauthorized duplication, for profit, of computer programs; import, distribution, sale, possession for commercial or business purposes or rental of programs contained in media not marked by SIAE; preparation of means intended solely to allow or facilitate the arbitrary removal or functional circumvention of devices applied to protect a computer program (art. 171-bis, paragraph 1, Law 633/1941)

          • Reproduction, transfer to another medium, distribution, communication, presentation or public demonstration of the content of a database in violation of the provisions of articles 64-quinquies and 64-sexies Law 633/1941, for profit and on media not marked by SIAE; extraction or reuse of the database in violation of the provisions of articles 102-bis and 102-ter Law 633/41; distribution, sale and rental of the database (art. 171-bis, paragraph 2, Law 633/1941)

          • Unauthorized duplication, reproduction, transmission or public broadcasting by any procedure, in whole or in part, of a work intended for the television, cinematographic, sales or rental circuit, discs, tapes or similar media or any other medium containing phonograms or videograms of musical, cinematographic or assimilated audiovisual works or sequences of moving images; unauthorized reproduction, transmission or public broadcasting, by any procedure, of works, or parts of works, literary, dramatic, scientific or didactic, musical or dramatic-musical, multimedia, even if included in collective or composite works or databases; possession for sale or distribution, placing on the market, rental or in any case transfer for any reason, public screening, television transmission by any procedure, radio transmission, public listening of the unauthorized duplications or reproductions mentioned; possession for sale or distribution, placing on the market, sale, rental, transfer for any reason, radio or television transmission by any procedure, of videocassettes, music cassettes, any medium containing phonograms or videograms of musical, cinematographic or audiovisual works or sequences of moving images, or other medium for which the affixing of the SIAE mark is prescribed pursuant to Law 633/1941, without said mark or equipped with counterfeit or altered mark; retransmission or broadcasting by any means, in the absence of agreement with the legitimate distributor, of an encrypted service received by means of apparatus or parts of apparatus suitable for decoding conditional access transmissions; introduction into the State territory, possession for sale or distribution, distribution, sale, rental, transfer for any reason, commercial promotion, installation of devices or special decoding elements that allow access to an encrypted service without payment of the due fee; manufacture, import, distribution, sale, rental, transfer for any reason, advertising for sale or rental, or possession for commercial purposes, of equipment, products or components, or provision of services that have the prevalent purpose or commercial use of circumventing effective technological measures referred to in art. 102-quater, Law 633/1941 or are primarily designed, produced, adapted or made with the purpose of making possible or facilitating the circumvention of said measures; unauthorized removal or alteration of electronic information referred to in article 102-quinquies, or distribution, import for distribution purposes, radio or television broadcasting, communication or making available to the public of works or other protected materials from which said electronic information has been removed or altered (art. 171-ter paragraph 1, Law 633/1941)

          • Reproduction, duplication, transmission or unauthorized distribution, sale or placing on the market, transfer for any reason or unauthorized import of more than fifty copies or specimens of works protected by copyright and related rights; communication to the public, for profit, by introducing it into a telematic network system, through connections of any kind, a work protected by copyright, or part of it; commission of one of the crimes referred to in the previous point by conducting in an entrepreneurial form activities of reproduction, distribution, sale or commercialization, import of works protected by copyright and related rights; promotion or organization of the illegal activities referred to in the previous point (art. 171- ter paragraph 2, Law 633/1941)

          • Failure by producers or importers of media not subject to the mark referred to in article 181-bis Law 633/1941 to communicate to SIAE, within thirty days from the date of placing on the market in the national territory or import, the data necessary for the unique identification of media not subject to the mark or false declaration on the fulfillment of obligations referred to in art. 181bis, paragraph 2 of said data (art. 171-septies, Law 633/1941)

          • Fraudulent production, sale, import, promotion, installation, modification, use for public and private use of apparatus or parts of apparatus suitable for decoding audiovisual transmissions with conditional access made over the air, via satellite, via cable, in both analog and digital form (art. 171-octies, Law 633/1941).

             

      16. Crime of inducement not to make statements or to make false statements to the judicial authority, introduced by Law 116/2009 (art. 25-decies):

          • Inducement not to make statements or to make false statements to the judicial authority (art. 377-bis Italian Penal Code).

             

      17. Environmental crimes, introduced and/or modified by Legislative Decree 121/2011 and by Law 68/2015 (art. 25 undecies):

          • Environmental pollution (art. 452-bis Italian Penal Code)

          • Environmental disaster (art. 452-quater Italian Penal Code)

          • Negligent crimes against the environment (art. 452-quinques Italian Penal Code)

          • Trafficking and abandonment of highly radioactive material (art. 452-sexies Italian Penal Code)

          • Aggravating circumstances for association of crimes against the environment (art. 452-octies Italian Penal Code)

          • Killing, destruction, capture, removal, possession of specimens of protected wild animal or plant species (art. 727-bis Italian Penal Code)

          • Destruction or deterioration of habitat within a protected site (art. 733-bis Italian Penal Code)

          • Grooming of minors (art. 609-undecies Italian Penal Code)

          • Discharge of industrial wastewater containing dangerous substances, in the absence of authorization or after it has been suspended or revoked and discharge into the sea waters, by ships or aircraft, of substances or materials for which there is an absolute prohibition of discharge (art. 137 paragraphs 2, 3, 5, 11 and 13 Legislative Decree 152/2006)

          • Unauthorized waste management activity (art. 256 paragraphs 1, 3, 5 and 6 second part Legislative Decree 152/2006)

          • Failure to remediate sites in accordance with the project approved by the competent authority (art. 257 paragraphs 1 and 2 Legislative Decree 152/2006)

          • Violation of communication obligations, keeping of mandatory registers and forms (art. 258 paragraph 4 second part Legislative Decree 152/2006)

          • Illegal trafficking in waste (art. 259 paragraph 1 Legislative Decree 152/2006)

          • Organized activities for illegal trafficking in waste (art. 452 quaterdecies introduced by Legislative Decree 21/2018)

          • Ideological falsity of waste analysis certificate, also used within the SISTRI – Movement Area, ideological and material falsity of the SISTRI form – Movement Area (art. 260-bis Legislative Decree 152/2006)

          • Exceeding emission limit values that determine the exceeding of air quality limit values (art. 279 paragraph 5 Legislative Decree 152/2006)

          • Import, export, re-export of specimens belonging to protected species referred to in Annexes A, B and C of Council Regulation EC no. 338/97, of December 9, 1996 and subsequent amendments; failure to observe provisions aimed at the safety of specimens belonging to protected species; use of said specimens in a manner different from the provisions contained in authorizing or certification measures; transport and transit of specimens in the absence of the prescribed certificate or license; trade in artificially propagated plants in violation of the provisions of art. 7 part 1 lett. b) Council Regulation EC no. 338/97, of December 9, 1996 and subsequent amendments; possession, use for profit, purchase, sale, exhibition or possession for sale or for commercial purposes, offer for sale or transfer of specimens without the prescribed documentation (arts. 1 and 2 Law no. 150/1992)

          • Falsification or alteration of certificates, licenses, import notifications, declarations, information communications provided for by art. 16, part 1, lett. a), c), d), e), and l), of Council Regulation EC no. 338/97, of December 9, 1996 and subsequent amendments (art. 3 Law no. 150/1992)

          • Possession of live specimens of wild species of mammals and reptiles and live specimens of mammals and reptiles from captive breeding that constitute a danger to public health and safety (art. 6 Law no. 150/1992)

          • Cessation and reduction of the use of harmful substances (art. 3 Law no. 549/1993)

          • Intentional pollution by ship flying any flag (art. 8 Legislative Decree no. 202/2007)

          • Negligent pollution by ship flying any flag (art. 9 Legislative Decree no. 202/2007).

             

      18. Crimes concerning immigration, introduced in the Decree by Legislative Decree 109/2012 and by Law 161/2017 so-called Anti-Mafia Code (art. 25-duodecies):

          • employment of citizens of third countries whose stay in the State territory is irregular (art. 22, paragraph 12-bis, Legislative Decree July 25, 1998 n. 286)

          • aiding and abetting illegal immigration (art. 12 paragraph 3, paragraph 3 bis, paragraph 3 ter and paragraph 5 Legislative Decree July 25, 1998 n. 286).

             

      19. Crime of racism and xenophobia introduced by Law 161/2017 so-called Anti-Mafia Code (art. 25-terdecies):

          • propaganda or incitement and incitement, committed in such a way as to derive concrete danger of dissemination, are based in whole or in part on the denial, on the serious minimization or on the apology of the Shoah or of crimes of genocide, of crimes against humanity and of war crimes (604 bis Italian Penal Code)

      20. Crime of Fraud in sports competitions, illegal exercise of gaming or betting and gambling exercised by means of prohibited apparatus referred to in Law 401/1989 introduced by Law no. 39/2019 (art. 25 quaterdecies)

          • Offer or promise of money or other benefit to any of the participants in a sports competition organized by CONI, UNIRE or other sports bodies recognized by the State in order to achieve a result different from that resulting from the correct and fair conduct of the competition

          • Illegal exercise of the organization of the lotto game or of betting or forecasting competitions that the law reserves to the State or another concessionaire entity

      21. Tax crimes introduced by Law no. 157/2019 (art. 25 quinquiesdecies modified by Legislative Decree 75/2020)

          • Fraudulent declaration through use of invoices or other documents for non-existent transactions (art. 2, paragraphs 1 and 2-bis Legislative Decree 74/2000)

          • Fraudulent declaration through other artifices and frauds (art. 3 Legislative Decree 74/2000)

          • Unfaithful declaration (art. 4 Legislative Decree 74/2000). The entity may be held liable for the offense upon the occurrence of 3 essential conditions: 1. the crime must have been committed within cross-border fraudulent systems; 2. the crime must have been committed for the purpose of evading value added tax; 3. the total amount of evasion must be not less than 10 million Euros

          • Failure to declare (art. 5 Legislative Decree 74/2000). The entity may be held liable for the offense upon the occurrence of 3 essential conditions: 1. the crime must have been committed within cross-border fraudulent systems; 2. the crime must have been committed for the purpose of evading value added tax; 3. the total amount of evasion must be not less than 10 million Euros

          • Issuance of invoices or other documents for non-existent transactions (art. 8 paragraphs 1 and 2bis Legislative Decree 74/2000)

          • Concealment or destruction of accounting documents (art. 10 Legislative Decree 74/2000)

          • Undue offset (art. 10-quater Legislative Decree 74/2000). The entity may be held liable for the offense upon the occurrence of 3 essential conditions: 1. the crime must have been committed within cross-border fraudulent systems; 2. the crime must have been committed for the purpose of evading value added tax; 3. the total amount of evasion must be not less than 10 million Euros

          • Fraudulent subtraction from payment of taxes (art. 11 Legislative Decree 74/2000)

             

      22. Smuggling (art. 25-sexiesdecies titled smuggling, which includes the crimes referred to in DPR January 23, 1973, n. 43 -Consolidated Customs Law- introduced by art. 5, paragraph 1, lett. d), Legislative Decree July 14, 2020 n. 75).

          • Smuggling in the movement of goods across land borders and customs areas (art. 282 D.P.R. n. 43/1973);

          • Smuggling in the movement of goods in border lakes (art. 283 D.P.R. n. 43/1973);

          • Smuggling in maritime movement of goods (art. 284 D.P.R. n. 43/1973);

          • Smuggling in the movement of goods by air (art. 285 D.P.R. n. 43/1973);

          • Smuggling in extra-customs zones (art. 286 D.P.R. n. 43/1973);

          • Smuggling for improper use of goods imported with customs facilities (art. 287 D.P.R. n. 43/1973);

          • Smuggling in customs warehouses (art. 288 D.P.R. n. 43/1973);

          • Smuggling in cabotage and circulation (art. 289 D.P.R. n. 43/1973);

          • Smuggling in the export of goods admitted to restitution of duties (art. 290 D.P.R. n. 43/1973);

          • Smuggling in temporary import or export (art. 291 D.P.R. n. 43/1973)

          • Smuggling of foreign processed tobacco (art. 291-bis D.P.R. n. 43/1973)

          • Criminal association aimed at smuggling foreign processed tobacco (art. 291- quater D.P.R. n. 43/1973). Other cases of smuggling (art. 292 DPR n. 43/1973)

          • Aggravating circumstances of smuggling (art. 295 DPR n. 43/1973)

             

            1. Liability of entities for administrative offenses resulting from crime (Art. 12, L. n. 9/2013) [They constitute a prerequisite for entities operating in the virgin olive oil supply chain]

               • Trade in counterfeited or adulterated foodstuffs (art. 442 Italian Penal Code)

               • Adulteration and counterfeiting of foodstuffs (art. 440 Italian Penal Code)

               • Trade in harmful foodstuffs (art. 444 Italian Penal Code)

               • Counterfeiting, alteration or use of distinctive signs of copyrighted works or industrial products (art. 473 Italian Penal Code)

               • Introduction into the State and trade of products with false marks (art. 474 Italian Penal Code)

               • Fraud in the exercise of commerce (art. 515 Italian Penal Code)

               • Sale of non-genuine foodstuffs as genuine (art. 516 Italian Penal Code)

               • Sale of industrial products with misleading signs (art. 517 Italian Penal Code)

               • Counterfeiting of geographical indications or designations of origin of agri-food products (art. 517-quater Italian Penal Code)

             

   3. ‌Sanctions imposed by the Decree

      Legislative Decree 231/2001 provides for a sanctioning system in the event that the crimes listed therein are committed and the liability of the entity is established; in particular, the following administrative sanctions are provided for:

      • pecuniary sanctions

      • interdictory sanctions

      • confiscation

      • publication of the judgment.

        Furthermore, the following interdictory sanctions are provided for which may be imposed only where expressly provided and also possibly on a precautionary basis:

      • prohibition from exercising the activity

      • suspension or revocation of authorizations, licenses or concessions functional to the commission of the offense

      • prohibition from contracting with Public Administration

      • exclusion from facilities, financing, contributions and subsidies, and/or revocation of those possibly already granted

      • prohibition from advertising goods or services.

        Finally, Legislative Decree 231/2001 provides that, when the conditions provided for by art. 15 occur, the Judge, instead of applying the interdictory sanction, may order the continuation of the activity by a judicial commissioner appointed for a period equal to the duration of the interdictory penalty that would have been applied, when at least one of the following conditions occurs:

      • the company provides a public service or a service of public necessity whose interruption may cause serious damage to the community

      • the interruption of the activity may cause significant repercussions on employment, taking into account the size of the company and the economic conditions of the territory in which it is located.

       

   4. ‌Exempting Condition from Administrative Liability

      Based on art. 6 of Legislative Decree 231/2001, the entity is not liable for administrative purposes, provided that it demonstrates that:

      • the management body has adopted and effectively implemented, before the commission of the fact, organization, management and control models suitable to prevent crimes of the type that occurred;

      • a body of the entity endowed with autonomous powers of initiative and control (so-called Supervisory Body or Compliance Officers) has been entrusted with the task of supervising the operation and observance of the models and ensuring their updating;

      • the persons committed the crime by fraudulently evading the organization, management and control models;

      • there has been no omitted or insufficient supervision by the Supervisory Body.

        Therefore, the entity may be exempt from the administrative liability provided for by the decree by adopting the organization, management and control model. The mere adoption of this document, by resolution of the administrative body of the entity, is not, however, in itself sufficient to exclude said liability, it being necessary that the model be effectively and actually implemented.

        The organization, management and control model for the prevention of the commission of crimes provided for by Legislative Decree 231/2001 is considered effective when:

      • it identifies the company activities within which crimes may be committed;

      • it provides for specific protocols aimed at programming the formation and implementation of the entity's decisions in relation to the crimes to be prevented;

      • it identifies methods of managing financial resources suitable to prevent the commission of crimes;

      • it provides for information obligations towards the body responsible for supervising the operation and observance of the models;

      • it introduces a disciplinary system suitable to sanction non-compliance with the measures indicated in the organization, management and control model.

        Legislative Decree 231/2001, with reference to the effective application of the organization, management and control model, requires:

      • a periodic verification or modification of the organization, management and control model, in the event that significant violations of the requirements imposed by the model are discovered or changes occur in the organization or activity of the entity or legislative changes;

      • the imposition of sanctions in case of violation of the requirements imposed by the organization, management and control model.

      Reference is made to section six of this Model for the matter of so-called whistleblowing referred to in Law 179/2017.

       

   5. ‌Confindustria's “Guidelines”

      Art. 6 of Legislative Decree 231/2001 expressly provides that organization, management and control models may be adopted on the basis of codes of conduct drafted by representative associations of entities.

      The Guidelines for the preparation of organization, management and control models, prepared by the main trade associations, among which those of Confindustria updated as of July 23, 2014 which replaces the previous version of March 31, 2008, are particularly recalled, generally provide for the following design phases:

      • risk identification, i.e. the analysis of the company context to highlight in which areas of activity and according to which methods the crimes provided for by Legislative Decree 231/2001 may occur

      • the preparation of a control system suitable to prevent the crime risks identified in the previous phase, through the evaluation of the control system existing within the entity and its degree of adaptation to the requirements expressed by Legislative Decree 231/2001.

        The most relevant components of the control system to ensure the effectiveness of the organization, management and control model are identified as follows:

      • the provision of ethical principles and behavioral rules in a Code of Ethics;

      • a sufficiently formalized and clear organizational system, particularly with regard to the attribution of responsibilities, lines of hierarchical dependence and description of tasks with specific provision of control principles;

      • manual and/or computerized procedures that regulate the carrying out of activities, providing for appropriate controls;

      • authorization and signature powers consistent with the organizational and management responsibilities assigned by the entity, indicating, where appropriate, the provision of spending limits;

      • management control systems, capable of promptly reporting possible criticalities

      • information and training of personnel.

        Said Guidelines also specify that the components of the control system described above must comply with a series of control principles, including:

      • verifiability, traceability, consistency and appropriateness of every operation, transaction and action;

      • application of the principle of separation of functions and segregation of duties (no one can manage an entire process independently);

      • establishment, execution and documentation of control activities on processes and activities at risk of crime.

      Consequently, this document has been prepared taking into account also the indications provided by trade associations and, more particularly, those provided in the Confindustria Guidelines, adapting them to the peculiarities of the company.

       

      ‌- SPECIAL PART –‌

       

      ‌Second Section‌

       

2. ‌The Organization, Management and Control Model of GMDE S.R.L.‌

    

   1. ‌Purpose of the Model

      ‌GMDE S.R.L. (hereinafter, alternatively “GMDE” or the “Company”), is a company active in the Publishing and Industry sector and in particular carries out activities of commercialization and technical assistance, repair, assembly and maintenance of hardware equipment; commercialization, installation and assistance of software systems; research, consultancy, design and installation of data and image processing systems; agency and business brokerage activities for software and hardware products.

      The Company's main objective is development compatible with fundamental values such as quality, professionalism, health, safety and environment. The attention to constantly improving customer satisfaction is systematically monitored taking into account the “principle of legality”, according to which the Company is called to carry out its activity in full compliance with laws and regulations, so that every manifestation of it is lawful and in compliance with legal norms.

      GMDE is aware of the importance of adopting and effectively implementing an organization, management and control model pursuant to Legislative Decree 231/2001, a model that is suitable to prevent the commission of unlawful conduct; for these reasons GMDE has approved this organization, management and control model (hereinafter, the “Model”), on the assumption that it constitutes a valid tool to raise awareness among recipients – as subsequently defined – to adopt correct and transparent behavior and to ensure that the Company's activity is carried out in compliance with the law.

      Through the adoption of the Model, GMDE intends to pursue the following purposes:

      • prohibit behavior that may integrate the unlawful cases referred to in the Decree;

      • determine, in all those who operate in the name and on behalf of the Company, in the so-called risk areas, the awareness that they may incur, in case of violation of the provisions contained therein, an offense punishable by criminal and administrative sanctions, sanctions that could affect them personally and GMDE;

      • reiterate how such forms of unlawful conduct are strongly condemned by the Company as contrary, in addition to legal provisions, also to the ethical-social principles – already expressed in the Code of Ethics –, to which the Company intends to adhere in carrying out its activity;

      • allow the Company, thanks to a monitoring action on the so-called risk areas, to intervene promptly to prevent or combat the commission of the crimes themselves.

   2. ‌Recipients

      The provisions of this Model are binding for Directors and all those who hold, in GMDE, functions of representation, administration and direction or of one of its organizational units with financial and functional autonomy, or who exercise, even de facto, its management and control, for employees (including those with managerial qualification) and for collaborators subject to the direction or supervision of company management (hereinafter the “Recipients”).

       

   3. ‌Fundamental elements of the model

      The fundamental elements developed by GMDE in defining its own Model can be summarized as follows:

      • the identification of ethical principles and behavioral rules aimed at preventing conduct that may integrate the crime cases provided for by Legislative Decree 231/2001, established in the Company's Code of Ethics and, in more detail, in this Model;

      • the mapping of so-called “sensitive” activities, with examples of possible methods of committing crimes and of instrumental and/or functional processes within which, in principle, the conditions and/or means for the commission of crimes included in the Decree could occur (formalized in the company document called “Matrix of Risk-Crime Activities” referred to in paragraph 2.5);

      • the establishment of a Supervisory Body (so-called “Compliance Officers”), referred to in the Third Section, with attribution of specific supervision tasks on the effective implementation and actual application of the Model;

      • the adoption of a disciplinary system aimed at ensuring the effective implementation of the Model, containing the disciplinary measures to be applied in case of violation of its provisions, described in the Fourth Section of this Model;

      • carrying out information and training activities on the contents of this Model.

       

   4. ‌Code of Ethics and Model

      GMDE has always been determined to base the conduct of its activities on respect for legality, therefore, it has adopted its own Code of Ethics (hereinafter, the “Code of Ethics”), which establishes a series of rules of “corporate ethics” that the Company recognizes as its own and the observance of which it requires from its corporate bodies, employees and all those who come into contact with it in any capacity.

      The Model, whose provisions are in any case consistent and compliant with the principles stated in the Code of Ethics, responds more specifically to the requirements expressed by the Decree and is, therefore, aimed at preventing the commission of the crime cases included in the scope of operation of Legislative Decree 231/2001.

      The Code of Ethics of GMDE, by affirming ethical-behavioral principles also suitable to prevent the unlawful conduct referred to in the Decree, acquires relevance also for the purposes of the Model and becomes a complementary element of it, even though it constitutes a document having its own autonomous value.

       

   5. ‌Methodological Path for defining the Model: mapping of Risk-Crime Activity Areas - instrumental and management processes

      Legislative Decree 231/2001 expressly provides, in the relevant art. 6, paragraph 2, lett. a), that the entity's organization, management and control model identifies the activities within which crimes included in the Decree may potentially be committed.

      Consequently, GMDE proceeded to carry out an in-depth analysis of its own company activities, first of all taking into consideration its own organizational structure reflected in its own organizational chart.

      Subsequently, the Company proceeded to the analysis of its own company activities based on information collected from company referents who, by virtue of the role they hold, have the widest and deepest knowledge of the operations of the company sector under their respective competence.

      The results of the activity described above were subsequently collected in a descriptive sheet, called “Matrix of Risk-Crime Activities pursuant to Legislative Decree 231/2001” (“Matrix”), which illustrates in detail the risk profiles of commission of crimes included in the Decree identified within the activities of GMDE.

      In particular, in the Matrix of Risk-Crime activities are identified:

      • the company activities found to be at risk of possible commission of some of the crimes provided for by Legislative Decree

        231/2001 (so-called “sensitive activities”)

      • the crimes associable with them

      • examples of possible methods and purposes of carrying them out.

      Said Matrix, which forms part of the Model, is kept at the Company and is available for possible consultation by the Directors, the Auditors, the Supervisory Body and anyone authorized by the Company to view it.

      In consideration of the characteristic activities of the Company, the identified areas have revealed a possible risk of commission of the following crimes provided for by the Decree in arts. 24 and 25 (Crimes against Public Administration), art. 24-bis (Computer crimes and unlawful data processing), art. 24-ter (Organized crime crimes), art. 25 (Extortion, undue inducement to give or promise benefits and corruption), art. 25-bis 1 (Crimes against industry and commerce), art. 25-ter (so-called corporate crimes), art. 25-septies (Negligent crimes committed in violation of accident prevention regulations and on the protection of hygiene and health at work), art. 25-octies (Crimes concerning receiving stolen goods, money laundering, self-laundering, use of money and goods or benefits of illicit origin), art. 25-novies (Crimes concerning copyright infringement), art. 25-decies (Crime of inducement not to make statements or to make false statements to the judicial authority), art. 25-undecies (so-called Environmental crimes), art. 25-quinquiesdecies (Tax crimes), art. 25-sexiesdecies (Smuggling).

      However, no risk profiles have been identified with respect to the commission of other crime cases included in the Decree and, in particular, of the crimes referred to in Art. 25 quater.1 (Practices of mutilation of female genital organs), Art. 25 sexies (Market abuse) as it is applicable only to companies listed on regulated markets, nor have risk profiles been identified with regard to the other crimes not expressly mentioned just above, however included in the cited articles of Legislative Decree 231/2001 but not mentioned in the Matrix. Although it cannot be excluded tout court, the potential risk of commission of such crimes has been deemed extremely remote in consideration of the activities carried out by the Company and, in any case, reasonably covered by compliance with the principles stated in the company Code of Ethics, which binds all its recipients to the strictest observance of the laws and regulations applicable to it and is suitable to oversee the risk of commission of said crimes through the enunciation of the ethical principles of legality, transparency and correctness.

      Reference is made to the Matrix for the concrete identification of the activities and offices at risk of crime.

       

   6. ‌Internal control system

      In preparing the Model, GMDE took into consideration the existing internal control system, in order to verify whether it was suitable to prevent the specific crimes provided for by the Decree and identified as potentially implementable in the Company's areas of activity.

      The current internal control system of GMDE, understood as a process implemented in order to manage and monitor the main risks and allow a correct and sound conduct of corporate activities, aims to achieve the following objectives:

      • effectiveness and efficiency in using resources, in protecting the Company from losses and in safeguarding company assets

      • compliance with applicable laws and regulations in all operations and actions

      • reliability of information, to be understood as timely and reliable communications to guarantee the correct conduct of every decision-making process.

      At the basis of said internal control system there are also the following principles:

      • every operation, transaction and action must be truthful, verifiable, consistent and documented

      • no one manages an entire process independently (so-called «segregation of duties»)

      All personnel, within the scope of the functions performed, is responsible for the definition and correct operation of the control system, consisting of the set of verification activities that individual operating units carry out on their processes.

      The Company has assigned the task of verifying the application of the elements and principles of the control system, as well as their adequacy, to the heads of the company organizational units, who are called to interface with the Supervisory Body, so that it is informed of any changes introduced in the organization or in company activities, and to whom opinions or requests for indications of principle and orientation may be formulated.

   7. ‌General behavioral rules

      The following are the general behavioral rules that must be observed by the Recipients in order to prevent the risk of commission of crimes associated with company activities.

      The violation of these rules entitles GMDE to apply the sanctioning measures provided for in the Fourth Section of this Model.

      • Behavior to be followed in relations with Public Administration and with Independent Administrative Authorities (arts. 24 and 25 Legislative Decree 231/2001)

        The following general behavioral rules apply to the Recipients of this Model who, in any capacity and on behalf of or in the interest of GMDE, maintain relations with public officials, persons in charge of public service or, more generally, with representatives of Public Administration and/or Supervisory Authorities and/or Independent Administrative Authorities, Italian or foreign (hereinafter, “Representatives of Public Administration”). Certainly involved in the activities that may give rise to the crimes in question are the Company Management, the RSPP, the sales office, the resources and development office and the administration office.

        In general, Recipients are prohibited from improperly and/or unlawfully influencing the decisions of Representatives of Public Administration.

        In particular, they are prohibited from:

      • promising or making cash disbursements in favor of representatives of Public Administration or Independent Administrative Authorities, Italian or foreign, in order to obtain benefits for the Company

      • promising or granting advantages of any nature in favor of representatives of Public Administration or Independent Administrative Authorities, Italian or foreign, in order to influence their independence of judgment or induce them to ensure any advantage to the Company

      • giving or promising to a public official or a person in charge of public service money or other benefits, even upon inducement by the public official or person in charge of public service

      • making services or payments in favor of collaborators, suppliers, consultants, partners or other third parties who operate, on behalf of the Company, at Public Administration or Independent Administrative Authorities, which do not find adequate justification in the context of the contractual relationship established with them or in relation to the type of assignment to be carried out and the practices in force locally

      • favoring, in purchasing processes, collaborators, suppliers, consultants, partners or other third parties as indicated by representatives of Public Administration or Independent Administrative Authorities

      • considering or proposing an employment opportunity that may benefit a representative of Public Administration or Independent Administrative Authorities, Italian or foreign, in order to induce them to ensure any advantage to the Company

      • granting gifts not of common use to subjects belonging to Public Administration or to Independent Administrative Authorities

      • holding misleading conduct that may induce the official of Public Administration or Independent Administrative Authorities into error of technical-economic evaluation on the documentation presented

      • exhibiting false or altered documents or data or providing information not corresponding to the truth

      • omitting due information in order to orient in one's favor the decisions of Public Administration or Independent Administrative Authorities.

        Relations with Public Administration and Independent Administrative Authorities are managed exclusively by authorized persons.

        Recipients who, on behalf of GMDE, maintain relations with the Judicial Authority or Law Enforcement Forces (within the scope of proceedings of any nature) are obliged to apply the behavioral rules outlined above also in said relations, committing themselves to guarantee maximum availability and collaboration.

        In case of judicial proceedings or investigations or inspections it is prohibited to:

      • destroy, alter or conceal records, minutes, accounting records and any type of document or data

      • make false statements or persuade others to do so

      • promise or grant gifts, money or other benefits to officials in charge of assessment or control activities, in exchange for benefits for themselves and/or for GMDE.

         

      • Behavior to be followed within “sensitive” activities with respect to computer crime offenses introduced by Law 48/2008 (art. 24 bis Legislative Decree 231/2001)

        The following general behavioral rules apply to the Recipients of this Model who, in any capacity and on behalf of or in the interest of GMDE, are in charge of the management and maintenance of servers, databases, applications and clients, as well as to all those who have been assigned passwords and access keys to the company information system or to all those who have even temporary access to systems belonging to GMDE suppliers or customers:

        • access to information residing on company servers, including clients, is limited by authentication tools

        • the system administrator is provided with authentication credentials

        • access to applications by personnel is guaranteed through authorization tools. The company data transmission network is protected by adequate access limitation tools (physical and logical). Personnel:

          • can access the information system only through uniquely assigned identification codes

          • refrains from any conduct that may compromise the confidentiality and integrity of the information and data of the Company and third parties

          • refrains from any conduct aimed at overcoming or circumventing the protections of the company or other computer system

          • keeps the assigned identification codes, refraining from communicating them to third parties;

          • does not install programs without the authorizations provided for in internal procedures

          • cannot use alternative connections compared to those provided by GMDE in carrying out the work activity rendered in its favor.

             

      • Behavior to be followed within “sensitive” activities with respect to crimes against industry and commerce (art. 25 bis 1 Legislative Decree 231/2001)

        The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to crimes against industry and commerce referred to in art. 25 bis. 1 of Legislative Decree 231/2001. Certainly involved in such activities are the Company Management, the technical area and the sales office:

        • base all activities of GMDE on the principles of good faith, loyalty and correctness

        • respect the activities of competitors and base one's conduct with the utmost diligence and prudence without incurring any violation of law

        • deliver to customers all documentation relating to the products sold

        • it is prohibited to usurp industrial property rights or to violate them with intent or gross negligence.

         

      • Behavior to be followed within “sensitive” activities with respect to corporate crimes introduced and/or modified by Legislative Decree 61/2002, by Law 262/2005 and by Law 69/2015 (art. 25 ter Legislative Decree 231/2001)

        The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to corporate crimes referred to in art. 25 ter of Legislative Decree 231/2001. Certainly involved in activities that could lead to the commission of a corporate crime are the Company Management, the resources and development office, the technical area and the administration office.

        In general, such subjects are required to:

      • maintain correct, transparent and collaborative conduct, in compliance with legal provisions and internal company procedures, in all activities aimed at the formation of the financial statements and other corporate communications, in order to provide Shareholders and the public with truthful and correct information on the economic, asset and financial situation of the Company

      • observe the rules established by law to protect the integrity and effectiveness of share capital, in order not to harm the guarantees of creditors and third parties in general

      • prepare the financial statements clearly so that they represent in a truthful and correct manner the asset and financial situation of the company and the economic result of the year

      • prepare the financial statements with neutrality, that is, without preconceived distortions in the application of accounting principles or to the advantage of only some primary recipients of the financial statements

      • evaluate the items in the financial statements according to prudence and in the perspective of continuation of activity

      • recognize and present the items in the financial statements taking into account the substance of the operation or contract

      • respect the principle of competence and consistency from one year to the next in the preparation of the financial statements, in addition to the principle of comparability of individual items from one year to the next

      • ensure the regular functioning of the Company and corporate bodies, guaranteeing and facilitating every form of internal control on corporate management provided for by law, as well as the free and correct formation of the shareholders' meeting will.

      • adopt and maintain an accounting and documentary system inspired by tax transparency

      • ensure adequate internal and external accounting control.

        Recipients are expressly prohibited from:

      • representing or transmitting for processing and representation in the financial statements, in reports or in other corporate communications, false, incomplete data or, in any case, not corresponding to the truth, or preparing corporate communications that do not truthfully represent the economic, asset and financial situation of the Company

      • omitting data and information required by law on the economic, asset and financial situation of the Company

      • returning contributions or releasing from the obligation to make them, outside the cases of legitimate reduction of share capital

      • distributing profits or advances on profits not actually achieved or allocated by law to reserve

      • purchasing or subscribing Company shares with harm to the integrity of share capital

      • making reductions of share capital, mergers or demergers, in violation of legal provisions to protect creditors, causing them damage

      • proceeding with fictitious increase of share capital, attributing shares for a value lower than their nominal value

      • putting in place conduct that prevents, through concealment of documents or the use of other fraudulent means, or hinders the conduct of control activity by Shareholders

      • determining or influencing the adoption of shareholders' meeting resolutions, for this purpose putting in place simulated or fraudulent acts that propose to artificially alter the normal and correct procedure for forming the shareholders' meeting will

      • following the provision of money or other benefits, carrying out or omitting acts in violation of the obligations inherent to their office or of loyalty obligations causing harm to the company;

      • offering or promising money or other undue benefits to directors, general managers, executives in charge of preparing accounting documents, auditors and liquidators in order to carry out or omit acts in violation of the obligations inherent to their office.

         

      • Behavior to be followed within “sensitive” activities with respect to negligent crimes introduced by Law 123/2007 (art. 25 septies Legislative Decree 231/2001)

        The Company carries out its activities at the offices located in Agrate Brianza.

        By virtue of the activity carried out, the Company promotes the dissemination of a culture of safety and awareness of the nevertheless minimum risks connected to the work activities carried out in its own premises and in all work environments and also at customers' premises, under its direct responsibility, requiring, at every company level, responsible conduct respectful of the regulations in force to protect health and safety in the workplace.

        In general, all Recipients, in various capacities involved in the management of health and safety at work of GMDE, are obliged to implement, each for their part of competence, the assigned functions, the prevention and protection measures prepared to oversee the risks connected to safety identified in the Risk Assessment Documents (hereinafter “DVR”) as also updated in relation to the Covid19 emergency.

        In particular, for effective risk prevention and in compliance with the requirements prescribed by Legislative Decree 81/2008 as subsequently modified and supplemented, as well as in coherence with the division of roles, tasks and responsibilities regarding health and safety at work, the following is expressly requested:

        • to company subjects (Employer and Employer's Delegates on health and safety matters pursuant to art. 16 Legislative Decree 81/2008 and subsequent amendments) to carry out the tasks assigned to them in this matter in compliance with the rules and assignments received, the prevention measures adopted and existing company procedures, taking care to inform and train personnel who, in carrying out their activities, are exposed to risks connected to workplace safety

        • to subjects appointed by the Company or elected by personnel pursuant to Legislative Decree 81/2008 to carry out, each within the scope of their competences and attributions, the safety tasks specifically entrusted by current regulations and provided for in the safety system adopted by the Company

        • to Supervisors to supervise the correct observance, by all workers, of the safety measures and procedures adopted by the Company, reporting any deficiencies or misalignments of the safety system, as well as conduct contrary to it

        • to all employees to take care of their own safety and health and that of other persons who have access to the Company's facilities and to observe the measures, instructions on company safety also in relation to the measures adopted in order to stem the Covid19 pandemic.

        The violation of the rules, company and regulatory, on the protection of health and safety at work, constitute violation of the Model and therefore disciplinary offense sanctionable by the Company.

        With specific reference to the management of the Health and Safety issue, the following is noted with reference to art. 30 of Legislative Decree 81/2008:

        1. The activity of “risk assessment and preparation of prevention and protection measures” is guaranteed by the Risk Assessment Document compliant with the requirements of Legislative Decree 81/2008.

        2. The “information and training activity for workers” is guaranteed by a personnel training program.

        3. The activity of "supervision with reference to compliance with procedures and work instructions" is generally carried out by the Employer.

      • Behavior to be followed within “sensitive” activities with respect to crimes of receiving stolen goods, money laundering, self-laundering, use of money and goods or benefits of illicit origin, introduced by Legislative Decree 231/2007 and by Law 186/2014 (art. 25 octies Legislative Decree 231/2001)

        The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to crimes of receiving stolen goods, money laundering, self-laundering, use of money and goods or benefits of illicit origin referred to in art. 25- octies of Legislative Decree 231/2001.

        In general, such subjects are required to:

        • bind the supplier, through appropriate contractual clauses that provide for compliance with the requirements dictated by Legislative Decree 231/2001 and the ethical and behavioral principles adopted by the Company through the Code of Ethics and the Company's right, in case of non-compliance, to unilaterally terminate the stipulated contract and to request compensation for any damages suffered

        • choose suppliers according to predefined rules of transparency, quality and economy

        • ascertain the respectability and reliability of suppliers before starting business relations with them, also through the acquisition of information on shareholders and directors, if they are Companies, as well as public data concerning indices of prejudice, such as protests and bankruptcy proceedings in progress

        • as far as possible, define in writing the conditions and contractual terms that regulate relations with suppliers and partners, commercial and financial

        • periodically verify the alignment between market conditions and conditions applied in relations with suppliers and partners, commercial and financial

        • use the banking system in transactions, where possible

        • ensure that for all receipts/payments only Company current accounts regularly opened by subjects with suitable powers are used

        • make payments to current accounts of banks operating in countries listed in "tax haven" lists or in favor of off-shore companies only after express authorization by the competent function

        • use or employ only economic and financial resources whose origin has been verified and only for operations that have an express reason and that are recorded and documented.

          Recipients are expressly prohibited from:

        • purchasing goods or services for consideration clearly lower than market value, without first having carried out checks on the origin

        • transferring for any reason, except through banks or electronic money institutions or Poste Italiane S.p.A., cash or bank or postal deposit books payable to bearer or securities payable to bearer in euros or in foreign currency, when the value of the operation, even fractionated, is overall equal to or greater than that provided for by current regulations

        • issuing bank and postal checks for amounts greater than those provided for by current regulations and which do not bear the indication of the name or company name of the beneficiary and the non-transferability clause

        • endorsing for collection bank and postal checks issued to the order of the drawer to subjects other than banks or Poste Italiane S.p.A.

        • making deposits to numbered current accounts or at Credit Institutions without physical establishments

        • making payments to subjects established in countries defined as “non-cooperative” according to the indications of the Bank of Italy and FATF

        • receiving receipts from Countries or territories on the black list (for privileged tax regime or as non-cooperative for FATF purposes) or on the “grey list” (that is, countries where sufficient progress is not yet recorded for combating money laundering and terrorist financing) from third parties not adequately verified

        • maintaining business relationships of any nature with subjects listed in the Specially Designated Nationals List (SDN) available on the US Department of the Treasury website (www.treasury.gov)

        • accepting and/or granting approval for payment of invoices received for non-existent supplies/services

        • committing, even only in complicity, any non-negligent crime that may produce money, goods or other benefits susceptible to subsequent replacement, transfer or use in economic, financial, business or speculative activities;

        • replacing or transferring money or other goods or other benefits from non-negligent crimes in such a way as to concretely hinder the identification of their criminal origin;

        • using, replacing, transferring, in economic, financial, business or speculative activities the money, goods or other benefits from non-negligent crimes in such a way as to concretely hinder the identification of their criminal origin.

           

      • Behavior to be followed within “sensitive” activities with respect to crimes concerning copyright infringement introduced by Law 99/2009 (Art. 25 novies Legislative Decree 231/2001)

        The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to the crime of abusive use of software that constitutes a criminally relevant copyright infringement pursuant to art. 25-novies of Legislative Decree 231/2001.

        In general, such subjects are required to:

        • ensure compliance with internal, community and international rules for the protection of software (computer programs and databases), promoting its correct use

        • diligently take care of the administrative requirements necessary for the use of software in the management of the company information system.

          Recipients are expressly prohibited from:

        • installing and using software (programs) not approved by the Company and/or lacking the necessary authorizations/licenses

        • installing and using, on GMDE's computer systems, software (so-called “P2P”, files sharing or instant messaging) through which it is possible to exchange with other subjects within the internet network any type of file (such as videos, documentation, songs, data etc.) without any possibility of control by the Company

        • carrying out any conduct aimed, in general, at the duplication of protected computer programs or databases on the computer's hard disk memory.

           

      • Behavior to be followed within “sensitive” activities with respect to the crime of inducement not to make statements or to make false statements to the judicial authority introduced by Law 116/2009 (Art. 25 decies Legislative Decree 231/2001)

         

        The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive activities with respect to the crime of inducement not to make statements or to make false statements to the judicial authority referred to in art. 25 decies of Legislative Decree 231/2001.

        In general, such subjects are required to:

        • fulfill with timeliness, correctness and good faith all requests from judicial police bodies and the investigating and judging judicial authority, providing all useful information, data and news

        • maintain, towards judicial police bodies and the judicial authority, available and collaborative conduct in any situation.

          Recipients are expressly prohibited from:

        • resorting to physical force, threats or intimidation or promising, offering or granting undue benefits to induce the person who may freely avail himself of the right not to answer in criminal proceedings, not to make statements or to make false statements to the judicial authority, with the intent to obtain a ruling favorable to the Company or to determine the achievement of another kind of advantage

           

      • Behavior to be followed within “sensitive” activities with respect to environmental crimes introduced and/or modified by Legislative Decree 121/2011 and by Law 68/2015 (Art 25 undecies Legislative Decree 231/2001)

        By virtue of the activity carried out, the Company believes that there is a low risk that the crimes contemplated in the title indicated above will be committed, however, GMDE itself is aware of the primary importance of environmental protection and has full awareness of the risks associated with it.

        The Company is careful to promote the dissemination of a culture of the environment and the significant environmental aspects related to it at all organizational and functional levels, in adopting adequate company policies aimed at safeguarding the environment and energy saving, as well as in encouraging responsible conduct respectful of the company procedures adopted in environmental matters.

        The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to environmental crimes referred to in art. 25-undecies of Legislative Decree 231/2001.

        In particular, Recipients are required to:

      • scrupulously respect environmental regulations

      • assess potential risks and develop adequate prevention programs to protect the environment and the health and safety of all workers

      • disseminate at every level of the organization the principles of this environmental policy and raise awareness among their suppliers so that they ensure products and services in line with these principles

      • ascertain, before establishing the relationship, the respectability and reliability of suppliers of services related to waste management through the acquisition and verification of the validity and correct relevance of authorizations, registrations and communications, as well as any environmental certifications held by them

      • carry out waste management and disposal activities with the least possible environmental impact and with the utmost care and attention, with particular reference to the characterization of waste, the management of any temporary deposits and the prohibition of mixing hazardous waste

       

      With reference to the behavioral principles, in particular, Recipients are expressly prohibited from:

      • carrying out activities related to waste management, in the absence of a specific authorization for their collection, disposal and recovery

      • disposing of waste in an uncontrolled manner and introducing it, in solid or liquid state, into surface and underground water

      • falsifying or altering any document to be submitted to Public Administrations or Control Authorities or failing to promptly communicate information or data on facts or circumstances that may compromise the protection of the environment or public health

      • establishing relationships or carrying out operations with third-party suppliers if there is a well-founded suspicion that this may expose the Company to the risk of commission of crimes in environmental matters referred to in the Consolidated Environmental Act (Legislative Decree April 3, 2006, n. 152).

        Those who perform a control and supervision function on the fulfillment connected to the performance of the above activities must pay particular attention to the implementation of the fulfillments themselves and immediately report to the Supervisory Body presumed situations of irregularity or non-compliance possibly found.

        In case of doubts about the correct interpretation of the indicated behavioral rules, the interested subject may request clarifications from their supervisor who may - in turn - consult the Supervisory Body.

        • Behavior to be followed within “sensitive” activities with respect to the crime of employment of irregular foreign citizens and to Crimes against individual personality (art. 25 quinquies and art. 25 duodecies Legislative Decree 231/2001)

          The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to personnel hiring:

          • always formalize the employment relationship;

          • before proceeding with hiring, whether fixed-term or permanent, of foreign personnel who will have to work in Italian territory, verify that they are in possession of the necessary permits and/or authorizations required in Italy.

            With reference to behavioral principles, in particular, Recipients are expressly prohibited from:

          • recruiting foreign labor, without the necessary permits and/or authorizations required in Italy;

          • recruiting labor, foreign also through intermediation activities, for the purpose of assigning it to work in conditions of exploitation, taking advantage of the state of need of workers.

        • Behavior to be followed within “sensitive” activities with respect to crimes of Organized crime, terrorism and transnational (art. 24-ter and art. 25-quater Legislative Decree 231/2001, and art. 10 of Law 146/2006).

          The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to the crimes treated in this paragraph (art. 24 ter, art. 25 quater Legislative Decree 231/2001 and Art. 10 of Law 146/2006).

          In general, such subjects are required to:

          • verify that any financial transaction presupposes prior knowledge of the beneficiary, at least direct, of the relevant sum of money

          • verify that assignments of significant value are concluded with natural and legal persons towards whom suitable verifications, controls and assessments have been previously carried out

          • verify the commercial and professional reliability of suppliers and commercial/financial partners

          • verify the regularity of payments, with reference to the full coincidence between recipients and payers of payments and counterparties actually involved in transactions

          • carry out formal and substantial checks of company financial flows; such checks must take into account the registered office of the counterparty company, the credit institutions used and any corporate screens and trust structures used for transactions or extraordinary operations

          • carry out appropriate checks on the treasury

          • determine the minimum requirements possessed by offering subjects and setting the criteria for evaluating offers in standard contracts.

            With reference to behavioral principles, in particular, Recipients are expressly prohibited from:

          • putting in place, collaborating or causing the implementation of conduct, considered individually or collectively, such as to integrate, directly or indirectly, the crime cases considered by articles 24-ter and 25-quater of Legislative Decree n. 231 of 2001 and by article 10 L.146/2006;

          • putting in place, collaborating or causing the implementation of conduct which, although such as not to constitute a crime in itself, may potentially become one

          • making services in favor of third parties that do not find adequate justification in the context of the contractual relationship established with them

          • recognizing compensation in favor of third parties that do not find adequate justification in relation to the type of assignment to be carried out and the practices in force locally

          • receiving compensation for non-existent supplies or services or that go beyond ordinary business

            activity.

        • Behavior to be followed within “sensitive” activities with respect to crimes of racism and xenophobia (art. 25-terdecies Legislative Decree 231/2001)

          The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to the crimes treated in this paragraph (art. 25-terdecies Legislative Decree 231/2001).

          In general, such subjects are required to:

          • promote ideas and principles of equality and tolerance among workers, fostering solidarity and respect for differences among them;

          • raise awareness among workers towards principles inspired by interculture.

            With reference to behavioral principles, in particular, Recipients are expressly prohibited from:

          • disseminating racist ideas;

          • inciting to commit acts of discrimination for ethnic, racial or religious reasons;

          • committing violent acts or inciting violence for ethnic, racial or religious reasons.

             

        • Behavior to be followed within “sensitive” activities with respect to tax crimes introduced by Law 157/2019 and by Legislative Decree 75/2020 (art. 25- quinquiesdecies Legislative Decree 231/2001)

          The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to tax crimes referred to in art. 25- quinquiesdecies of Legislative Decree 231/2001.

          In general, such subjects are required to:

           

          • maintain correct, transparent and collaborative conduct, in compliance with legal provisions and internal company procedures, in all activities aimed at the preparation of documents provided for by tax and fiscal regulations, with particular regard to declarations addressed to the Financial Administration, in order to provide the latter with truthful and correct information on the Company's tax obligations and, more generally, real and reliable elements concerning the tax legal relationship between Company and Treasury;

          • observe the rules provided for by the national tax legal system and by International Conventions against double taxation;

          • submit, through precise channels and timeframes, tax returns to the company's legal representative;

          • file, also through external consultants, tax returns within the legal deadlines, fill them in with absolutely truthful data and information and proceed with payment of taxes at the deadlines or by resorting to the institute of voluntary disclosure;

          • register invoices supported by documentation proving existence in the VAT Registers;

          • proceed with monthly VAT liquidations in compliance with legal deadlines for the Company and for funds;

          • organize training and information sessions on tax fulfillments and deadlines;

          • provide reconciliation mechanisms between accounting data and tax data;

          • provide maximum cooperation in case of visits, inspections, access by the Revenue

            Agency or the Guardia di Finanza;

          • respond with truthful data and information to questionnaires notified by the Revenue Agency or other public entities (e.g. INPS, INAIL);

          • respect internal procedures concerning the active and passive cycle and related accounting records.

            Recipients are expressly prohibited from:

          • indicating in one of the declarations concerning income taxes or value added tax fictitious passive elements, availing themselves of invoices or other documents for non-existent transactions;

          • carrying out objectively or subjectively simulated operations or availing themselves of false documents or other fraudulent means suitable to hinder assessment and to mislead the financial administration;

          • issuing or releasing invoices or other documents for non-existent transactions;

            concealing or destroying in whole or in part the accounting records or documents whose preservation is mandatory;

          • presenting false documents, data and information within the scope of a tax transaction

          • indicating in the documentation presented for the purpose of the tax transaction procedure active elements for an amount lower than the actual one or fictitious passive elements.

        • Behavior to be followed within “sensitive” activities with respect to smuggling crimes

      introduced by Legislative Decree 75/2020 (art. 25-sexiesdecies Legislative Decree 231/2001)

      The following general behavioral principles apply to the Recipients of this Model who, in any capacity, are involved in “sensitive” activities with respect to smuggling crimes, referred to in art. 25- sexiesdecies of Legislative Decree 231/2001.

      In general, such subjects are required to:

      • maintain correct, transparent and collaborative conduct, in compliance with legal provisions and internal company procedures, in all activities aimed at the preparation of documents provided for by customs regulations, in import-export operations, in order to provide the Customs Agency with truthful and correct information on the Company's customs obligations;

      • observe the rules provided for by the national tax legal system in customs matters;

      • carry out and prepare customs declarations, also through third-party forwarders, filling them in with absolutely truthful data and information (for example tariff code, origin, value, quantity, etc.) and proceed with payment of duties and VAT, where due;

      • provide maximum cooperation in case of visits, inspections, access by the Customs

        Agency;

      • respond with truthful data and information to questionnaires notified by the Customs Agency;

         

        Recipients are expressly prohibited from:

      • introducing goods into the State territory in violation of customs regulations;

      • indicating false and/or erroneous data and information in customs declarations, availing themselves of invoices or other incorrect documents;

      • taking advantage of undue customs facilities;

      • unduly resorting to the institute of temporary importation;

      • issuing or releasing false invoices or other documents, in order to circumvent customs obligations.

       

      ‌Third Section‌

       

3. ‌Supervisory Body (COMPLIANCE OFFICER)‌

   Art. 6, paragraph 1, of Legislative Decree 231/2001 requires, as a condition to benefit from the exemption from administrative liability, that the task of supervising the observance and operation of the Model, ensuring its updating, be entrusted to a Supervisory Body internal to the entity which, endowed with autonomous powers of initiative and control, exercises on an ongoing basis the tasks entrusted to it.

   GMDE has taken note of the Guidelines previously referred to and the circumstance that the Decree allows to opt for both a single-member and multi-member composition of the Body, considering the need for effectiveness of controls in relation to the size and organizational complexity of the entity. The Body must also perform its functions outside the operational processes of the entity, placed in a staff position to the Board of Directors and the Shareholders' Meeting and therefore freed from any hierarchical relationship with any corporate body.

   In compliance with the requirements of Legislative Decree 231/2001, the Company's Shareholders' Meeting has established a Supervisory Body (body called “Compliance Officer”), with a single-member structure, consisting of 1 member, to carry out, in complete autonomy and independence, financial and logistical, the Company's control function.

   The member of the Supervisory Body reports on its own activity directly to the Shareholders' Meeting. The appointment of a new member does not entail the need for drafting and approval of a new Model.

   In particular, the composition of the Supervisory Body has been defined in such a way as to guarantee the following requirements:

   • Autonomy and independence: this requirement is ensured by the reporting activity directly to the Shareholders' Meeting

   • Professionalism: this requirement is guaranteed by the baggage of professional, technical and practical knowledge that the member of the Supervisory Body has, who possesses adequate specialist competence in consulting activities

   • Continuity of action: with reference to this requirement, the Supervisory Body is required to constantly supervise, through investigation powers, compliance with the Model by Recipients, to ensure its implementation and updating, representing a constant reference for all GMDE personnel

    

   1. ‌Powers and functions of the Supervisory Body‌‌

      The Supervisory Body is entrusted with the following tasks:

      • supervise the operation and observance of the Model by Recipients

      • carry out its control and information gathering function continuously and constantly, through verification systems of corporate activity that it will deem most appropriate and that are able to promptly identify possible violations in the Code of Ethics and Model

      • make proposals to the Shareholders' Meeting relating to the updating of the Model

      • place managers, employees, collaborators and anyone else it deems necessary, in a position to be able to know the legal rules that regulate the activities carried out by the Company.

        In carrying out these activities, the Body will provide for the following fulfillments:

      • verify the establishment and operation of specific “dedicated” information channels (referred to in the following paragraph “Information flows to the Supervisory Body), aimed at facilitating the flow of reports and information to the Body

      • carry out targeted, periodic and/or impromptu checks on certain operations or on specific acts, put in place within the areas of activity identified as potential risk of commission of crime

      • propose to the various company levels specific information and training activities on the model, coordinating with the Company Managements involved in personnel management

      • define with function managers the tools for implementing the Model, verifying their adequacy;

      • report to the Shareholders' Meeting any violations of the Model, deemed well-founded

      • draw up a specific report of each activity carried out

      • keep the report of activities carried out for a period at least equal to the maximum statute of limitations period provided for individual crimes.

        For the purpose of carrying out the fulfillments listed above, the Body is endowed with the following powers:

      • autonomous initiative, control and independence

      • access, without prior authorizations, to every relevant document and information concerning the organization, management and control Model for the performance of the functions attributed to it by Legislative Decree 231/2001 and to the Company's risk activities

      • autonomous request for information from all subjects that interact with the Company

      • arrange that the heads of Company Functions, and in any case all Recipients, promptly provide the information, data and/or news requested of them for the verification of the effective implementation of the Model

      • report to the Shareholders' Meeting, in the forms deemed most appropriate, every violation of which it has become aware, so that the latter assumes any consequent measures

      • resort to external consultants of proven professionalism in cases where this is necessary for the performance of verification activities or updating of the Model

      Upon any request of the Supervisory Body, the Shareholders' Meeting assigns to it an adequate spending budget with respect to the functions assigned to it; the Body independently deliberates the expenses to be incurred.

   2. ‌Duration in office, forfeiture and revocation‌

      The member of the Supervisory Body remains in office for three years, renewable by special resolution. He is chosen among subjects in possession of an ethical and professional profile of indisputable value and must not be in marriage or kinship relations within the fourth degree with the Board Members.

      Both Company employees and external professionals can be appointed members of the Supervisory Body.

      The compensation of the member of the Supervisory Body, both internal and external to it, does not constitute cases of conflict of interest.

      In case of interdiction, incapacitation, conviction of the Company for one of the crimes provided for by Legislative Decree 231/2001, the member of the Supervisory Body automatically forfeits his office and the Shareholders' Meeting immediately appoints a new member of the Supervisory Body, even provisionally.

      The Shareholders' Meeting may revoke, by resolution, the member of the Supervisory Body at any time, but only for just cause, which must be motivated and proven by special resolution. This resolution may be challenged, in ordinary ways, by anyone who has an interest in it; in that case, the Court will provide for the appointment of the provisional member of the Supervisory Body. The Supervisory Body, however, remains in office, even if revoked, until the appointment of a new Body with ordinary verification and control powers.

      The member who has an employment relationship with the Company automatically forfeits the assignment, in case of termination of said relationship and regardless of the cause of interruption of the same.

      The following constitute cause for forfeiture of the Supervisory Body:

      • the ascertainment of a serious non-fulfillment by the Supervisory Body in carrying out its own tasks

      • the conviction sentence of the Company, even not having become final, or a plea bargaining sentence, where the omitted or insufficient supervision by the Supervisory Body results from the acts.

        Instead, the following constitute just cause for revocation of members:

      • the omitted communication to the Shareholders' Meeting of a conflict of interest that prevents the maintenance of the role of member of the Supervisory Body

      • the violation of confidentiality obligations regarding news and information acquired in the exercise of the functions proper to the Supervisory Body

      • for members bound to the Company by an employment relationship, the initiation of a disciplinary proceeding for facts from which the sanction of dismissal may derive.

      Should the revocation occur without just cause, the revoked member may request to be immediately reinstated in office.

      The member may resign from the assignment at any time with written notice of at least 30 days, to be communicated to the President of the Board of Directors by registered mail with return receipt.

      The Supervisory Body provides autonomously to regulate the rules for its own operation in a special Regulation, in particular defining the operating methods for carrying out the functions assigned to it. The Regulation is subsequently transmitted to the Shareholders' Meeting for its acknowledgment.

       

   3. ‌Reporting of the Supervisory Body‌

      As already anticipated above, in order to guarantee full autonomy and independence in carrying out the related functions, the Supervisory Body communicates directly to the Company's Shareholders' Meeting.

      Specifically, the Supervisory Body reports to the Shareholders' Meeting the state of affairs on the implementation of the Model and the results of the supervision activity carried out, through a written report at least annually, a report in which the monitoring activities carried out, the critical issues that have emerged and any corrective and/or improvement interventions appropriate for the implementation of the Model are illustrated.

      The Supervisory Body may be convened at any time by the Shareholders' Meeting or the Company's Board of Directors; in turn, it may request such bodies to be heard when it deems it appropriate to report on matters concerning the operation and effective implementation of the Model or in relation to specific situations.

      To guarantee a correct and effective information flow, as well as for the purpose of a complete and correct exercise of its own tasks, the Body also has the power to request clarifications or information directly from subjects with the main operational responsibilities.

       

   4. ‌Information flows to the Supervisory Body‌

      Legislative Decree 231/2001 states, among the requirements that the Model must satisfy, the establishment of specific information obligations towards the Supervisory Body by Company Functions, aimed at allowing the Body to carry out its own supervision activities.

      For this purpose, the following information must be communicated to the Supervisory Body:

      • on a periodic basis, the information, data, news and documents previously identified by the Supervisory Body and formally requested by the latter from Company Functions (so-called information flows), according to the methods and timing defined by the Body itself

      • on an occasional basis, any other information, of any nature, concerning the implementation of the Model in risk-crime areas of activity, as well as compliance with the provisions of the Decree and the Code of Ethics, which may be useful for the purposes of fulfilling the Body's tasks (so-called reports).

        Furthermore, in assuming information, the Supervisory Body must ensure the anonymity of the news, if there is a well-founded fear that there may be retaliation against the informant. In any case, the news and information collected are kept in the book of minutes, by the Supervisory Body and cannot be disclosed to subjects other than the Judicial Authority and the Company's Directors.

        It is expressly prohibited, in any case, to destroy, alter or modify in whole or in part the communications addressed to the Supervisory Body.

        Recipients must report promptly, confidentially and in writing to the Supervisory Body every information relating to conduct that may integrate violation of the provisions of the Decree, the Model and/or the Code of Ethics, as well as specific crime cases of which they have knowledge.

        For this purpose, the transmission of reports may be made via a dedicated email address (compliance.officer@gmde.it) or directly to the personal fax of the member of the SB which is communicated to all employees during training activities or via confidential personal letter addressed to the SB at the company's headquarters.

        The SB, without prejudice to legal obligations, will take care to ensure maximum confidentiality of reporters, in order to avoid retaliatory attitudes or any other form of discrimination or penalization against them.

        The Supervisory Body will evaluate the reports received, and may convene, if it deems it appropriate, both the reporter to obtain more information, and the alleged perpetrator of the violation, also giving rise to all the assessments and investigations that are necessary to ascertain the validity of the report.

        In addition to the information indicated above, the following news must be compulsorily transmitted to the Supervisory Body:

      • measures and/or news from judicial police bodies, or from any other authority, including administrative, that see the involvement of the Company or top subjects, from which the conduct of investigations is inferred, even against unknown persons, for the crimes referred to in Legislative Decree 231/2001, without prejudice to confidentiality and secrecy obligations legally imposed

      • requests for legal assistance submitted by managers and/or employees in case of initiation of judicial proceedings for crimes included in Legislative Decree 231/2001 and carried out within the scope of work activities

      • statutory changes or in the organizational structure

      • news of the infliction of disciplinary sanctions for violation of the Model

      • report of serious accidents (manslaughter or serious or very serious negligent injury, in any case any accident of also criminal relevance, that is with prognosis exceeding 40 days) occurred to GMDE employees or collaborators and, more generally, to those who have access to the Company's work environments

      • alleged violations of the Code of Ethics.

      The Body, with the support of the Company, defines the methods of transmitting information, giving communication to the Company Functions required to send it.

      All information, documentation, including the reporting provided for by the Model, and reports collected by the Supervisory Body – and received by it - in carrying out its own institutional tasks must be kept by the Body.

       

      ‌Fourth Section‌

       

4. ‌Disciplinary System‌

   The definition of a sanctioning system, applicable in case of violation of the provisions of this Model, constitutes a necessary condition to guarantee the effective implementation of the Model itself, as well as an indispensable prerequisite to allow the Company to benefit from the exemption from administrative liability.

   The application of disciplinary sanctions is independent of the initiation and outcomes of a criminal proceeding possibly initiated in cases where the violation integrates a hypothesis of crime relevant pursuant to Legislative Decree 231/2001.

   The sanctions that can be imposed are differentiated by virtue of the nature of the relationship between the perpetrator of the violation and the Company, as well as the significance and seriousness of the violation committed and the role and responsibility of the perpetrator.

   In general, violations can be traced back to the following conduct and classified as follows:

   1. conduct that integrates a negligent failure to implement the provisions of the Model and/or the Code of Ethics, including directives, procedures or instructions

   2. conduct that integrates an intentional transgression of the provisions of the Model and/or the Code of Ethics, such as to compromise the relationship of trust between the perpetrator and the Company as they are unequivocally pre-arranged to commit a crime.

   The Shareholders' Meeting promotes the application of the disciplinary sanctions indicated in the Model, after communication to the Compliance Officer. The Shareholders' Meeting takes action so that the procedure for the imposition of sanctions is initiated by the competent bodies; the procedure must take place in adversarial proceedings with the person responsible for the violation and in compliance with the right of defense.

    

   1. ‌Sanctions for employee personnel

      In relation to employee personnel, the Company must respect the limits referred to in art. 7 of Law 300/1970 (so-called Workers' Statute) and the provisions contained in the National Collective Labor Agreement, both with regard to the sanctions that can be imposed and the methods of exercising disciplinary power.

      Non-observance - by employee personnel - of the provisions and procedures provided for in the Model constitutes non-fulfillment of obligations arising from the employment relationship pursuant to art. 2104 of the Civil Code and disciplinary offense.

      More specifically, the adoption, by a Company employee, of conduct that can be qualified, based on what is indicated in the previous paragraph, as a disciplinary offense, also constitutes violation of the worker's obligation to perform with the utmost diligence the tasks entrusted to him, complying with the Company's directives, as provided for by the CCNL.

      For employee personnel, the following sanctions are provided, in relation to the extent of the failings and the circumstances that accompany them:

      1. verbal reprimand (which does not require prior contestation)

      2. written reprimand

      3. fine not exceeding the amount of 4 hours of hourly pay

      4. suspension from pay and service for a period not exceeding 10 days

      5. disciplinary dismissal.

          

         In order to highlight the correlation criteria between violations and disciplinary measures, it is specified that:

         • incurs the sanction of written reprimand the employee who:

           • violates the internal procedures provided for by this Model or adopts, in carrying out activities in the so-called risk areas, conduct not compliant with the provisions of the Model;

         • incurs, instead, the sanction of the fine, the employee who:

           • repeatedly violates the internal procedures provided for by this Model or adopts, in carrying out activities in the so-called risk areas, conduct not compliant with the provisions of the Model;

         • incurs the sanction of suspension, the employee who:

           • violates the internal procedures provided for by this Model or, by adopting in carrying out activities in the so-called risk areas conduct not compliant with the provisions of the Model itself, carries out acts contrary to the Company's interest or exposes it to an objective situation of danger or is repeatedly recidivist within the reference calendar year;

         • incurs the sanction of dismissal, the employee who:

           • adopts in carrying out activities in the so-called risk areas, conduct clearly in violation of the provisions of this Model and such as to determine the concrete application against the Company of measures provided for by Legislative Decree 231/01 or the employee who is recidivist beyond the fourth time in the reference calendar year.

      The Company does not adopt any disciplinary measure against the employee without compliance with the procedures provided for in the CCNL for individual cases.

      The principles of correlation and proportionality between the violation committed and the sanction imposed are guaranteed by compliance with the following criteria:

      • seriousness of the violation committed

      • task, role, responsibility and autonomy of the employee

      • predictability of the event

      • intentionality of the conduct or degree of negligence, imprudence or inexperience

      • overall conduct of the perpetrator of the violation, with regard to the existence or not of disciplinary precedents within the terms provided for by the CCNL

      • other particular circumstances that characterize the violation.

      The existence of a sanctioning system connected to non-compliance with the Model and ethical principles must necessarily be brought to the attention of employee personnel through the means deemed most suitable by the Company.

       

   2. ‌Sanctions for subordinate workers with managerial qualification

      Non-observance - by managers - of the provisions provided for in the Model, including violation of information obligations towards the Supervisory Body and the principles established in the ethical documentation adopted by the Company, determines the application of sanctions referred to in collective bargaining for other categories of employees, in compliance with the civil code, as well as art. 7 of Law 300/1970.

      In general, the following sanctions may be imposed on managerial personnel:

      1. verbal reprimand (which does not require prior contestation)

      2. written reprimand

      3. fine not exceeding the amount of 4 hours of hourly pay

      4. suspension from pay and service for a period not exceeding 10 days

      5. disciplinary dismissal.

         In order to highlight the correlation criteria between violations and disciplinary measures, it is specified that:

         • incurs the sanction of written reprimand the manager who:

           • violates the internal procedures provided for by this Model or adopts, in carrying out activities in the so-called risk areas, conduct not compliant with the provisions of the Model

         • incurs, instead, the sanction of the fine, the manager who:

           • repeatedly violates the internal procedures provided for by this Model or adopts, in carrying out activities in the so-called risk areas, conduct not compliant with the provisions of the Model

         • incurs the sanction of suspension, the manager who:

           • violates the internal procedures provided for by this Model or by adopting, in carrying out activities in the so-called risk areas, conduct not compliant with the provisions of the Model itself carries out acts contrary to the Company's interest or exposes it to an objective situation of danger or the manager who is repeatedly recidivist within the reference calendar year

         • incurs the sanction of dismissal, the manager who:

           • adopts in carrying out activities in the so-called risk areas, conduct clearly in violation of the provisions of this Model and such as to determine the concrete application against the Company of measures provided for by Legislative Decree 231/01 or the manager who is recidivist beyond the fourth time in the reference calendar year.

      The principles of correlation and proportionality between the violation committed and the sanction imposed are guaranteed by compliance with the following criteria:

      • seriousness of the violation committed

      • responsibility and autonomy of the manager

      • predictability of the event

      • intentionality of the conduct or degree of negligence, imprudence or inexperience

      • overall conduct of the perpetrator of the violation, with regard to the existence or not of disciplinary precedents

      • other particular circumstances that characterize the violation.

       

   3. ‌Sanctions for collaborators subject to direction or supervision

      Non-observance - by collaborators subject to direction or supervision of the Company - of the provisions of the Model, including violation of information obligations towards the Supervisory Body, and the principles established in the ethical documentation adopted by the Company, determines, in accordance with what is regulated in the specific contractual relationship, the termination of the related contract, without prejudice to the Company's right to request compensation for damages suffered as a consequence of said conduct, including damages caused by the application of sanctioning measures provided for by Legislative Decree 231/2001.

   4. ‌Measures against directors

      In case of ascertained violation of the Model or ethical principles by one or more directors, the Supervisory Body promptly informs the Shareholders' Meeting, so that they proceed to assume or promote the most appropriate and adequate initiatives, in relation to the seriousness of the violation detected and in accordance with the powers provided for by current regulations and the corporate Bylaws.

      In particular, in case of violation of the Model by one or more directors, the Shareholders' Meeting may proceed directly, based on the extent and seriousness of the violation committed, to the imposition of the sanctioning measure of formal written recall or of the even partial revocation of delegated powers and powers of attorney conferred.

      In case of violations of the Model, by one or more directors, directed in an unequivocal way to facilitate or instigate the commission of a crime relevant pursuant to Legislative Decree 231/2001 or to commit it, the sanctioning measures (such as by mere example, temporary suspension from office and, in the most serious cases, revocation from the same) are adopted by the Shareholders' Meeting.

       

      ‌Fifth Section‌

       

5. ‌Dissemination of the Model‌

   The Company, aware of the importance that informational and training aspects assume in a prevention perspective, defines a communication and training program aimed at ensuring information to Recipients regarding the adoption of the Model and the Code of Ethics, as well as the dissemination of the main contents of the Decree and the obligations deriving from it, the provisions of the Model and the behavioral rules of the Code of Ethics.

   Information and training activities towards personnel are organized by providing different levels of depth by virtue of the different degree of involvement of personnel in activities identified as crime-risk. In any case, the training activity is provided in a differentiated manner in contents and methods of dissemination according to the qualification of Recipients, the risk level of the area in which they operate and the fact that they hold or not functions of representation, administration and direction of GMDE.

   The training activity involves all personnel in force, as well as all resources that are, from time to time, inserted in the organization. In this regard, the related training activities must be provided and concretely carried out both at the time of hiring, and on the occasion of any changes in duties, as well as following updates and/or modifications of the Model.

   With regard to the internal dissemination of the Model and the Code of Ethics, GMDE undertakes to:

   • send a communication to all personnel regarding the adoption of said documents by the Shareholders' Meeting

   • publish the Model and Code of Ethics on shared network folders and/or on company bulletin boards, or on any other communication tool deemed suitable for the purpose

   • organize training activities aimed at disseminating knowledge of Legislative Decree 231/2001 and the provisions of the Model and the Code of Ethics, as well as plan training sessions for personnel on the occasion of updates and/or modifications of the Model, in the methods deemed most suitable.

   With specific reference to third parties, information is provided to them (suppliers, distributors, consultants and other commercial partners) via the website on the Company's adaptation to the requirements of Legislative Decree 231/2001 and on the adoption of documentation in the ethical sphere.

   The Model must receive maximum dissemination, by making it available on the company's website and in paper form at the Personnel Office.

    

   ‌Sixth Section‌

    

6. ‌WHISTLEBLOWING‌

   The so-called whistleblowing is an English language term that identifies an individual who reports to authorities illegal or fraudulent activities within public administration, a public or private organization or a company. The revelations or reports may concern violation of laws or regulations (also and especially concerning the various forms of corruption), or serious and specific situations of danger to public health and safety. Individuals can report illegal conduct or dangers of which they have become aware within the organization they belong to, to the Judicial Authority or make them public through the media or associations and entities. Often whistleblowers individually expose themselves to retaliation, reprisals, harassing actions, by the entity or company that is the recipient of the report, being disciplined, dismissed or physically threatened.

   All company personnel, both with reference to top subjects and subordinates, as well as external subjects who are recipients of this document, have the obligation to communicate directly with the Supervisory Body to report cases of commission of crimes, circumstances of illegal conduct relevant pursuant to the Decree and based on precise and concordant factual elements, any violations of the Model, as well as any episode of deviation from the principles of conduct provided for by the Model and the Code of Ethics, of which they have become aware by virtue of the functions performed, through multiple alternative communication channels suitable to guarantee, with computer methods, the confidentiality of the reporter's identity as provided for by art. 6, paragraph 2 bis, lett. b) of the Decree.

    

   For the purpose of promoting reports to raise the level of honesty and morality of the community, and to protect whistleblowers, Law 179/2017 (titled Provisions for the protection of authors of reports of crimes or irregularities of which they have become aware within the scope of a public or private employment relationship), has provided that public and private companies equip themselves with a report management system that provides for:

   • one or more channels that allow directors and their subordinates to submit reports of illegal conduct or violations of the Models themselves of which they have become aware by virtue of the functions performed, while guaranteeing the confidentiality of reporters

   • at least one alternative reporting channel suitable to guarantee, with computer methods, the confidentiality of the identity of reporters

   • the express prohibition of retaliatory or discriminatory acts against reporters for reasons connected to the reports

   • within the disciplinary system, sanctions against those who violate the protection measures for reporters, as well as those who make with intent or gross negligence reports that prove to be unfounded.

   In implementation of the above principles, GMDE s.r.l. has equipped itself with a computerized reporting system consisting of a dedicated space (“L. 179/2017 Reports of crimes or irregularities with protection of authors”) on a page (“contact us”) on the company website (www.gmde.it) which provides for screening of the sender. In this way the anonymity of the reporter is guaranteed. For those who prefer paper communications, a special box has also been created in the refreshment area.

   Reports, even when anonymous, must always have content relevant pursuant to the Decree. Anonymity cannot in any way represent the instrument to give vent to disagreements or conflicts between employees.

   It is equally prohibited:

   • the use of insulting expressions;

   • the sending of reports with purely defamatory or slanderous purposes;

   • the sending of reports that pertain exclusively to aspects of private life, without any direct or indirect connection with company activity. Such reports will be considered even more serious when referred to sexual, religious, political and philosophical habits and orientations.

   In extreme summary, every report must have as its sole purpose the protection of the Company's integrity or the prevention and/or repression of illegal conduct as defined in the Model.

    

   Should, despite this precaution, the identity of the reporter be discovered, it is prohibited to put in place acts of retaliation or acts of a discriminatory nature towards the reporter. Also in this regard, the Company's code of ethics has been amended.

   Finally, the disciplinary code has been modified so that sanctions are provided against those who violate the protection measures for reporters and so that the authors of unfounded reports, made with intentionality or gross negligence, are punished. The adoption of discriminatory measures against subjects who make reports can be reported to the National Labor Inspectorate, for measures within its competence, not only by the reporter, but also by the trade union organization indicated by the same. The retaliatory or discriminatory dismissal of the reporting subject is null and void. Also null and void are the change of duties pursuant to article 2103 of the civil code, as well as any other retaliatory or discriminatory measure adopted against the reporter.

    

   ‌SEVENTH SECTION‌

7. ‌Adoption and Update of the Model‌

The responsibility of the Shareholders' Meeting, in collaboration with the Board of Directors and upon notification of the Supervisory Body, constitutes the adoption, updating, adaptation and any other modification of the Model resulting from:

− significant violations or circumventions of the requirements contained therein or other causes of inadequacy

− changes in the organizational structure or in the Company's activity

− possible expansion of the type of crimes for which the Company's administrative liability is provided

− identification of possible areas of improvement of the Model detected by the Supervisory Body following periodic verification and monitoring activities

− regulatory changes and doctrinal and jurisprudential evolutions on the subject of administrative liability of entities.

For this purpose, the modifications are formally adopted by the Company's Shareholders' Meeting, also upon proposal of the Compliance Officer.