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MANIFATTURE SIGARO TOSCANO S.p.A.
ORGANIZATION, MANAGEMENT, AND
CONTROL MODEL
LGS. DECREE 231/2001
GENERAL PART Edition No. 1 – 21 October 2009
Edition No. 2 – 24 October 2012
Edition No. 3 – 30 October 2015
Index
Definitions……………………………………………………………………. 2
Introduction ........................................................................................................ 6
1. Legsislative Decree of 08 June 2001, No. 231 ............................................... 7
1.1 Overview ...................................................................................................... 7
1.2 The crimes and administrative offenses relevant for the purposes of the
legislation ……………………………………………………………………..8
1.3 The system of sanctions established by the Decree ................................... 18
1.4 The organization, management and control model as exemption from
liability .............................................................................................................. 19
2. The MST S.p.A organization, management and control model ................... 21
2.1 Structure of the Model ................................................................................ 21
2.2 Aims and objectives pursued by adoption of the Modelo .......................... 21
2.3 Beneficiaries of the Model ......................................................................... 22
2.4 Construction of the Model .......................................................................... 23
2.5 Map of Areas at Risk .................................................................................. 23
2.6 Approval of the model and its modifications and additions ...................... 25
2.7 Relations with SECI ................................................................................... 25
3. The Supervisory Body .................................................................................. 27
3.1 General Principles ...................................................................................... 27
3.2 Requirements of the Supervisory Board .................................................... 27
3.3 Causes of ineligibility, revocation, suspension and forfeiture ................... 28
3.4 Tasks of the Supervisory Board ................................................................. 30
3.5 Reporting Activities of the Supervisory Board .......................................... 31
3.6 Disclosure requirements with regard to the Supervisory Board ................ 32
3.7 Relations with the supervisory bodies of the Sister & Parent Companies.34
4. Dissemination of the Model and training activities ..................................... 35
4.1 General Provisions ..................................................................................... 35
4.2 Initial communication................................................................................. 35
4.3 Training staff, agents, and brokers ............................................................. 35
4.4 Disclosure to “Third-Party Beneficiaries” ................................................. 36
5. Penalty System ............................................................................................. 37
5.1 General Profiles .......................................................................................... 37
5.2 Sanctions against non-executive staff ........................................................ 37
5.3 Sanctions against executives ...................................................................... 39
5.4 Sanctions against Directors and Auditors .................................................. 39
5.5 Sanctions against non-employees ............................................................... 40
Definitions
Sensitive activities: business activities which may potentially result in
opportunities, conditions, or tools for the commission of crimes.
Code of Ethics: The Code of Ethics of the Maccaferri Group.
Collaborators: those who have a relationship with the Company yet operate
without any degree of subordination, commercial representation, and other
forms of affiliation based on professional performance of a non-subordinate
nature, whether ongoing or occasional, as well as those representing the
Company in relation to Third Parties by virtue of specific mandates or powers
of attorney.
Board of Directors (also B.o.D.): the Board of Directors of Manifatture
Sigaro Toscano S.p.A.
Decree or Lgs. Decree 231/2001: Legislative Decree of 08 June 2001, No.
231, on the "Regulation of the administrative liability of legal entities,
companies, and associations, including those without legal status, pursuant to
Art. 11 of the Law of 29 September 2000, No. 300", in accordance with the
content in force from time to time.
Beneficiaries: those to whom the provisions of the Model apply.
Employees: people under the direction or supervision of individuals acting as
representatives, directors, or management of the Company1, ie all individuals
maintaining an employment relationship of any kind with the Company, as
well as workers with quasi-subordinate employment contracts2.
Providers: those providing goods or services to the Company.
Model: this Model of organization, management, and control adopted in
accordance with Articles 6 and 7 of Lgs. Decree 231/2001.
Supervisory Body (also S.B.): Organization equipped with autonomous
powers of initiative and control, with the task of monitoring the adequacy,
1 Art. 5.1, Sections a) and b) of the Legislative Decree of 08 June 2001, No. 231.
2 Labour relations for coordinated and continuous collaboration, as well as project-specific
contracts, are cases excluded from the application of Art. 61, as amended, of Lgs. Decree
276/2003.
operation, and compliance of the Model, as well as ensuring that updates are
made thereto.
Whereas
Manifatture Sigaro Toscano S.p.A. (hereinafter MST, or the Company) is
involved in the production, import, export, and sale of tobacco products, and
in particular focuses on the product category encompassing cigars, cigarettes,
and pipe tobacco.
The Company has two production facilities, one located in Lucca (LU), and
the other in Cava de' Tirreni (SA). The Collection Centre is located in Foiano
della Chiana (AR), while the business and commercial headquarters is found
in Rome.
MST has a 100% shareholding in MST Holdings LLC, which in turn holds
80% of PARODI HOLDINGS LLC, based in Pennsylvania (USA); it also
conducts business with a foreign manufacturer located in Santo Domingo
(Dominican Republic), by virtue of a Processing Agreement for Third Parties.
The Company is a subsidiary of Italiana Tabacchi S.r.l., which is in turn a
subsidiary of Esercizi Commerciali Industriali S.p.A. (hereinafter SECI).
The Company is subject to the direction and coordination of SECI, a Holding
company which owns the shares of the Maccaferri Group.
In its capacity as the parent company, SECI centralizes certain duties in the
service of its subsidiary/associated companies, providing management services
of various types.
MST has a top-down organizational structure of the traditional type, which
consists of the following: Board of Directors, Chief Executive Officer,
General Manager, Statutory Auditors, and Independent Auditors (voluntary
audits).
It also consists of an Internal Committee, acting collectively, which is
responsible for determining the accreditation of new clients and other
activities related to the sale of the Company's products.
1. Legislative Decree of 08 June 2001, No. 231
1.1 Overview
Lgs. Decree of 08 June 2001, No. 231 (hereinafter the "Decree" or Lgs.
Decree) 231/2001) introduced into our legal system the administrative liability
of legal entities, companies, and associations, including those without legal
status (also referred to as "Entities") in the event of the commission or
attempted commission of certain crimes or administrative offences in the
interest or benefit of said Entities by:
o individuals acting as representatives, directors, or management of the
Entity or of one of its Organizational Units equipped with financial and
functional autonomy, as well as by individuals in charge, even if de facto,
of the management or control thereof (so-called "Senior Executives");
o individuals "Subordinate" to the direction or supervision of the persons
referred to above.
The Regulation does not apply to the State, local authorities, other non-
economic public bodies, or entities which preform functions of constitutional
importance.
The Decree was intended to adapt domestic legislation regarding the liability
of legal entities to be more in line with certain international conventions to
which Italy has adhered for a long time3.
Such liability, although defined by the legislator as "administrative," presents
aspects of criminal liability since it has been established as part of the criminal
process, and therefore pertains to the commission of crimes and provides for
the application of sanctions borrowed from the penal system.
The Company's liability, pursuant to the Decree, is in addition to the
(criminal) liability of the perpetrator of the offence, and not a replacement
3 Brussels Convention of 26 July 1995 on the protection of the financial interests of the
European Community, the Convention also signed in Brussels on 26 May 1997 on the fight
against corruption involving officials of the European Communities or the Member States, and
the OECD Convention of 17 December 1997 on combating the bribery of foreign public
officials in international business transactions.
thereof: both the individual as well as the legal entity shall be subject to
criminal proceedings.
1.2 The crimes and administrative offences relevant to the Regulations
Entities shall have administrative liability in the event of the commission (or
attempted commission) of the crimes and offences specified below.
A) CRIMES AGAINST THE PUBLIC ADMINISTRATION AND ITS ASSETS
(Articles 24 and 25 of the Decree)
- Embezzlement against the State or other public body (Art. 316-bis of the
Criminal Code);
- Misappropriation of funds from the State, another public body, or the
European Community (Art. 316-ter of the Criminal Code);
- Fraud against the State or other public body (Art. 640-bis, Paragraph 2,
Section 1, of the Criminal Code);
- Aggravated fraud to obtain public funds (Art. 640-bis, of the Criminal
Code);
- Computer fraud against the State or other public body (Art. 640-ter of the
Criminal Code);
- Corruption in the exercise of ones duties (Art. 318 of the Criminal Code);
- Incitement to corruption or bribery (Art. 322 of the Criminal Code);
- Undue induction to give or promise benefits (Art. 319-quater of the
Criminal Code);
- Extortion (Art. 317 C.P.);
- Bribery for an act contrary to official duties (Art. 319, 319-bis, and 321 of
the Criminal Code);
- Corruption or bribery in judicial proceedings (Art. 319-ter and Art. 321 of
the Criminal Code);
- Bribery of a public servant (Art. 320 of the Criminal Code);
- Embezzlement, extortion, bribery and incitement to bribery of members of
the International Criminal Court or the institutions of the European
Community and officers of the European Community and of foreign states
(Art. 322-bis of the Criminal Code).
B) IT-RELATED CRIMES (Art. 24-bis of the Decree)
- Forgery of a public or private computer document (Art. 491-bis of the
Criminal Code);
- Unauthorized access to a computer or telecommunications system (615-ter
of the Criminal Code);
- Illegal possession and circulation of access codes to computer or telematic
systems (615-quater of the Criminal Code);
- Distribution of equipment, devices, or programs aimed at damaging or
interrupting a computer, or telematic system (615-quinquies of the
Criminal Code);
- Interception, prevention, or interruption of computer or telematic
communications (Art. 617-quater of the Criminal Code);
- Installation of equipment designed to intercept, prevent or interrupt
computer or electronic communications (Art. 617-quinquies of the
Criminal Code);
- Damage to information, data, and programs (Art. 635-bis of the Criminal
Code);
- Damage to information, data and programs used by the State or by another
public body or of public utility (Art. 635-ter of the Criminal Code);
- Damage to computer or telecommunications systems (Art. 635-quater of
the Criminal Code);
- Damage to computer or telecommunications systems of public utility (Art.
635-quinquies of the Criminal Code);
- Computer fraud by the subject providing electronic signature certification
services (Art. 640-quinquies of the Criminal Code).
C) ORGANIZED CRIME (Art. 24-ter of the Decree)
- Criminal association (Art. 416 of the Criminal Code);
- Criminal association aimed at reducing people to slavery or maintaining
them in such circumstances, trafficking in persons, the purchase and sale of
slaves and offences relating to violations of provisions on illegal
immigration in Art. 12 Lgs. Decree 289/1998 (Art. 416, Paragraph 6, of the
Criminal Code);
- Mafia-type criminal association (Art. 416-bis of the Criminal Code);
- Political-mafia electoral exchange (Art. 416-ter of the Criminal Code);
- Kidnapping for the purpose of robbery/extortion (Art. 630 of the Criminal
Code);
- Criminal association for the purposes of trafficking in drugs (Art. 74 of
D.P.R. 309/1990);
- Offences of illegal manufacture, introduction into the State, offering for
sale, transfer, possession and carrying in a public place or place open to the
public of weapons of war or parts thereof, explosives, illegal weapons and
more common firearms (Art. 407, Paragraph 2, Letter a), Section 5 of the
Code of Criminal Procedures).
D) CRIMES OF COUNTERFEITING MONEY, PUBLIC CREDIT CARDS AND
REVENUE STAMPS, AS WELL AS CRIMES RELATING TO DISTINCTIVE SIGNS
(Art. 25-bis of the Decree)
- Forgery of money and the spending and introduction into the State of
counterfeit money with accomplices (Art. 453 of the Criminal Code);
- Alteration of money (Art. 454 of the Criminal Code);
- Spending and introduction into the State of counterfeit money, without
accomplices (Art. 455 of the Criminal Code);
- Spending counterfeit money received in good faith (Art. 457 of the
Criminal Code);
- Forgery of revenue stamps, introduction into the State, purchase,
possession, or circulation of counterfeit revenue stamps (Art. 459 of the
Criminal Code);
- Counterfeiting of watermarked paper used for the manufacture of public
credit cards or revenue stamps (Art. 460 of the Criminal Code);
- Manufacture or possession of watermarks or instruments intended for the
counterfeiting of currency, tax stamps or watermarked paper (Art. 461 of
the Criminal Code);
- Use of counterfeit or altered revenue stamps (Art. 464 of the Criminal
Code);
- Counterfeiting, alteration or use of distinctive features or marks of
intellectual works or industrial products (Art. 473 of the Criminal Code);
- Introduction into the State and marketing of products with false features or
marks (Art. 474 of the Criminal Code)
E) CRIMES OF DISRUPTION TO THE FREEDOM OF INDUSTRY AND
COMMERCE (Art. 25-bis.1 of the Decree)
- Infringement on the freedom of industry or commerce (Art. 513 of the
Criminal Code);
- Fraudulent commerce or trading (Art. 515 of the Criminal Code);
- Sale of non-genuine foodstuffs as genuine (Art. 516 of the Criminal Code);
- Sale of industrial products with false or misleading indications (Art. 517 of
the Criminal Code);
- Manufacture and sale of goods made by usurping industrial property rights
(Art. 517-ter of the Criminal Code);
- Counterfeiting of geographical indications and designations of origin for
agricultural and food products (Art. 517-quater of the Criminal Code);
- Illegal competition with threats or violence (Art. 513-bis of the Criminal
Code);
- Fraud against national industries (Art. 514 of the Criminal Code).
F) Corporate crimes (Art. 25-ter of the Decree)
- False corporate communications (Art. 2621 of the Criminal Code);
- Minor events (Art. 2621-bis of the Criminal Code);
- False corporate reporting of listed companies (Art. 2622 of the Criminal
Code);
- Preventing checks or controls (Art. 2625 of the Criminal Code);
- Unlawful return of capital (Art. 2626 Criminal Code);
- Illegal distribution of profits and reserves (Art. 2627 of the Criminal
Code);
- Illegal transactions involving shares or stocks of the parent company (Art.
2628 of the Criminal Code);
- Operations to the detriment of creditors (Art. 2629 of the Criminal Code);
- Failure to disclose a conflict of interest (Art. 2629-bis of the Criminal
Code);
- Fictitious capital formation (Art. 2632 of the Criminal Code);
- Improper distribution of company assets by liquidators (Art. 2633 of the
Criminal Code);
- Private corruption (Art. 2635 of the Criminal Code);
- Unlawful influence on Shareholder Assemblies (Art. 2636 of the Criminal
Code);
- Stock manipulation (Art. 2637 Criminal Code);
- Obstructing public supervisory authorities from performing their duties
(Art. 2638 of the Criminal Code).
G) CRIMES FOR THE PURPOSES OF TERRORISM OR THE SUBVERSION OF
DEMOCRATIC ORDER (Art. 25-quater of the Decree)
These are offences under the Criminal Code and special laws with terrorist or
subversive purposes, as well as crimes committed in violation of the
provisions of Articles 2 of the International Convention for the Suppression of
the Financing of Terrorism signed in New York on 9 December 1999.
H) THE ILLICIT PRACTICE OF FEMALE GENITAL MUTILATION (Art. 25-
quater.1 of the Decree)
This addresses the crime provided for in Art. 583-bis of the Criminal Code.
I) CRIMES AGAINST INDIVIDUALS (Art. 25-quinquies of the Decree)
- Reducing people to or maintaining in slavery or servitude (Art. 600 of the
Criminal Code);
- Child prostitution (Art. 600-bis of the Criminal Code);
- Child pornography (Art. 600-ter of the Criminal Code);
- Possession of pornographic material (Art. 600-quater of the Criminal
Code);
- Virtual pornography (Art. 600-quater of the Criminal Code);
- Tourism initiatives aimed at exploiting child prostitution (Art. 600-
quinquies of the Criminal Code);
- Trafficking in persons (Art. 601 of the Criminal Code);
- Buying and selling of slaves (Art. 602 of the Criminal Code);
- Solicitation of minors (art. 609-undecies of the Criminal Code);
L) MARKET ABUSE
CRIMES (Art. 25-sexies of the Decree)
- Abuse of privileged information (Art. 184 TUF);
- Market manipulation (Art. 185 TUF).
ADMINISTRATIVE CRIMES ((Art. 187-quinquies TUF)
- Abuse of privileged information (Art. 187-bis TUF);
- Market manipulation (Art. 187-ter TUF).
M) TRANSNATIONAL CRIMES (Art. 10 – Law of 16 March 2006, No. 146)
- Criminal association (Art. 416 of the Criminal Code);
- Mafia-type criminal association (Art. 416-bis of the Criminal Code);
- Association aimed at illicit trafficking in narcotic drugs and psychotropic
substances (Art. 74 of D.P.R. 09 October 1990 No. 309);
- Criminal conspiracy for the smuggling of foreign tobacco (Art. 291-quater
D.P.R. of 23 January 1973 No 43);
- Crime of inducing others to not provide statements or to provide false
statements to judicial authorities (Art. 377-bis of the Criminal Code);
- Abetting (Art. 378 of the Criminal Code);
- Provisions against illegal immigration (Art. 12, Paragraphs 3, 3-bis, 3-ter,
and 5 of Lgs. Decree 25 July 1998 No. 286);
N) CRIMES OF MANSLAUGHTER AND SERIOUS BODILY HARM COMMITTED
IN VIOLATION OF REGULATIONS ON HEALTH AND SAFETY IN THE
WORKPLACE (Art. 25-septies of the Decree)
- Manslaughter (Art. 589 of the Criminal Code);
- Serious or very serious injuries caused through negligence (Art. 590 of the
Criminal Code); committed in violation of the laws protecting workplace
health and safety.
O) CRIMES OF RECEIVING, LAUNDERING, OR USING MONEY, GOODS, OR
BENEFITS OF ILLICIT ORIGIN, AS WELL AS SELF-LAUNDERING (Art. 25-octies
of the Decree)
- Receiving illicit funds (Art. 648 of the Criminal Code);
- Laundering (Art. 648-bis of the Criminal Code);
- Use of money, goods or benefits of unlawful origin (art. 648-ter of the
Criminal Code).
- Self-laundering (Art. 648-ter 1 of the Criminal Code).
P) OFFENCES RELATED TO COPYRIGHT INFRINGEMENT (Art. 25-novies of
the Decree)
- Criminal protection of economic and moral use rights (Art. 171, paragraph
1, Section a) and paragraph 3-bis, Law no. 633/1941);
- Criminal protection of software and databases (Art. 171-bis, paragraph 1,
Law no. 633/1941);
- Criminal protection of audiovisual works (Art. 171-ter, Law no.
633/1941);
- Criminal liability for media (Art. 171-septies, Law no. 633/1941);
- Criminal liability for audiovisual transmissions with conditional access
(Art. 171-octies, Law no. 633/1941).
Q) CRIME OF INDUCING OTHERS TO NOT PROVIDE STATEMENTS OR TO
PROVIDE FALSE STATEMENTS TO JUDICIAL AUTHORITIES (Art. 25-decies of
the Decree)
This addresses the crimes provided for in Art. 377-bis of the Criminal Code.
R) CRIMES AGAINST THE ENVIRONMENT (Art. 25-undecies of the Decree)
These are offences against the Criminal Code and Special Laws. In
particular, with regard to the commission of the crimes provided for in the
Criminal Code:
- Polluting the environment (Art. 452-bis of the Criminal Code);
- Environmental disasters (Art. 452-quater of the Criminal Code);
- Crimes of negligence against the environment (Art. 452-quinquies of the
Criminal Code);
- - Trafficking and abandonment of highly radioactive materials (Art. 452-
sexies of the Criminal Code);
- Aggravating circumstances (Art. 452-octies of the Criminal Code);
- Killing, destruction, taking, or possession of specimens of protected wild
fauna and flora species (Art. 727-bis of the Criminal Code);
- Damaging habitats (Art. 733-bis of the Criminal Code);
With references to the offences addressed in Lgs. Decree 152/2006
Environmental Regulations":
- Waste management unauthorized activities (art. 256, paragraph 1, sections
a] and b], 3, 5, and 6);
- Clearance or reclamation sites (Art. 257, paragraphs 1 and 2);
- Violation of the obligations of disclosing and maintaining the proper
records and forms (Art. 258, paragraph 4 section 2);
- Illicit trafficking of waste (Art. 259, paragraph 1);
- Organized activities for the illegal trafficking of waste (Art. 260,
paragraphs 1 and 2);
- The waste traceability computer control system (Art. 260-bis, paragraphs
6, 7, sections 2 and 3, and 8, sections 1 and 2);
- Offences related to emissions (Art. 279, paragraph 5);
- Criminal penalties regarding the discharge of industrial waste water (Art.
137, paragraphs 2, 3, 5, 11, and 13).
Legislative Decree of 03 April 2006, No. 152 (the Consolidated
Environmental Law 'TUF') examines the crime of "Illegal waste combustion"
(Art. 256-bis), and establishes criminal penalties for:
- anyone who sets fire to waste dumped or deposited in an uncontrolled
manner;
- those who dump or deposit waste, or who incorporate it as part of cross-
border traffic for the purposes of the subsequent illicit burning thereof.
The Regulation, although not specifically mentioned by Art. 25-undecies of
Lgs. Decree 231/2001, establishes the liability of the owner (natural person) of
the company or of the person responsible for the activity organized by a lack
of supervision, providing for the application of the prohibitory sanctions
referred to in Art. 9, Paragraph 2 of the Decree.
In relation to the commission of the offences referred to in Law 150/1992,
"Regulations on crimes pertaining to the application - in Italy - of the
Convention on International Trade of animal and plant species in danger of
extinction, as well as regulations on the sale and possession of live specimens
of mammals and reptiles posing a hazard to public health and safety":
- Importing, exporting or reimporting, selling, keeping for the purposes of
selling, transporting, etc. in violation of the provisions of Regulation (CE)
No. 338/97 of the Council of 09 December 1996, as subsequently
modified, or specimens of the species listed in Annex A of the
Regulations, as amended (Art. 1, paragraphs 1 and 2);
- Importing, exporting, or reimporting of specimens, under any customs
regime, without the appropriate Certificates or Licenses (etc.) in violation
of the provisions of Regulation (CE) No. 338/97 of the Council of 09
December 1996, as subsequently modified, for specimens of the species
listed in Annexes B and C of the aforementioned Regulation, as amended,
unless constituting a more serious offence (Art. 2, paragraphs 1 and 2);
- Possession of live specimens of mammals and reptiles from reproduction
in captivity, which pose a risk for public health and safety, except as
provided for in Law 157/1992 (Art. 6, paragraph 4);
- Falsification or alteration of certificates, licenses, import notifications,
declarations, disclosure of information for the purposes of acquiring a
license or certificate, or use of false or altered certificates or licenses
(offences addressed in the Criminal Code under Art. 3-bis, paragraph 1).
In relation to the commission of the crimes referred to in Art. 3, paragraph 6 of
Law 549/1993 "Measures to protect the stratospheric ozone and the
environment".
In relation to the commission of offences under Lgs. Decree 202/2007
Implementation of Directive 2005/35/CE Directive 2005/35/CE regarding the
pollution caused by ships and the resulting penalties":
- Culpable pollution (Art. 9, paragraphs 1 and 2);
- Negligent pollution (Art. 8, paragraphs 1 a 2);
S) CRIME OF EMPLOYING THIRD-COUNTRY NATIONALS WITHOUT LEGAL
RESIDENCE (Art. 25-duodecies of the Decree)
This pertains to the crimes governed by Art. 22, paragraph 12-bis of Lgs.
Decree 25 July 1998, No. 286:
- Fixed and indefinite gainful employment (Art. 22, paragraph 12-bis of
Lgs. Decree 25 July 1998, No. 286)
The crimes and administrative offences mentioned above can result in
administrative liability of the Entity in question with headquarters in Italian
territory, even if committed abroad.4.
4 Art. 4 of Lgs. Decree 231/2001, under the heading "Crimes committed abroad", states that:
1.3 The system of sanctions established by the Decree
The sanctions provided for in the Decree against such institutions include: i)
pecuniary sanctions or fines, ii) prohibitory sanctions, iii) confiscation of the
earnings or profits from the offence, and iv) publication of the sentence.
The pecuniary sanctions are applied whenever the liability of the legal entity
is established and are determined by the Criminal Court through a system
based on "shares" or "quotas". The Criminal Court, as part of the minimum
and maximum quotas indicated by the Legislator for each offence, as well as
the value to be attributed thereto, establishes the amount of the financial
penalties to be imposed on the Institution.
The prohibitory sanctions may be applied for any kind of offence and for the cases
of greatest severity. This is meant to prohibit the exercise of business activities;
the suspension and revocation of authorizations, licences, or functional
concessions related to the commission of the crime; banning future contracting
with the Public Administration (with the exception of obtaining the provision
of a public service); excluding from benefits, loans, grants, or subsidies and
the potential revocation of any such benefits which have been already granted,
as well as prohibiting the advertising of their goods and services.
The prohibitory sanctions do not apply (or are revoked, if already applied as a
precautionary measure) if the institution, prior to the opening statement of the
First Instance Trial, has:
"1. In cases and under the conditions set forth in articles 7, 8, 9, and 10 of the Criminal Code,
institutions headquartered within the territory of the State are also liable for offences
committed abroad, provided that the State in which they are committed does not take action
against them.
2. In cases where the law establishes that the guilty party be punished at the request of the
Minister of Justice, proceedings are taken against the institution only if the request is made
against the latter."
- indemnified for or repaired the damages it has caused;
- eliminated the damaging or dangerous consequences of the crime (or, at
least, has taken action in this regard);
- provided the Judicial Authority, for the purposes of confiscation, the
profits obtained from the offence;
- eliminated the organizational deficiencies which resulted in the crime,
adopting new organizational models suitable for preventing the
commission of new offences.
Confiscation consists of acquiring the earnings or profits from the crime by the State
or the acquisition of sums of money, goods, or other benefits equivalent to the
earnings or profits from said crime. However, this does not apply to the part of the
earnings from the crime which could be returned to the Injured Party. The
confiscation is always arranged with the sentence.
The publication of the sentence may be imposed when prohibitory sanctions are
applied against the institution. The sentence is published through postings in the
municipality where the institution is headquartered, as well as through a publication
on the website of the Ministry of Justice.
1.4 The model of organization, management, and control as exemption
from liability
The Decree establishes that the company is not liable for sanctions if it can
demonstrate that it has adopted and effectively implemented suitable
organizational, management, and control models to prevent the commission of
the crimes which have occurred, notwithstanding the personal liability of those
who have committed said crimes.
The Legislator, therefore, has assigned an exempting value to the
organizational, management, and control models of the Company which are
appropriate for risk prevention and which are adopted and effectively
implemented. The Decree also specifies the requirements which must be met
by such models.
In particular, these include:
- identifying the activities whereby the crimes provided for under the
Decree may be committed;
- providing specific protocol aimed at planning the formation and
implementation of the institution's decisions in relation to the crimes to
be prevented;
- identifying methods to manage financial resources in order to prevent the
commission of such crimes;
- establish information obligations for the Body in charge of overseeing
the operation and compliance of the models;
- introducing a disciplinary system to apply sanctions for failure to comply
with any of the measures indicated in the Model.
If the crime is committed by individuals acting as representatives, directors, or
management of the Entity or of one of its Organizational Units equipped with
financial and functional autonomy, as well as by individuals in charge, even if
de facto, of the management or control thereof, the Entity is not liable if it
proves that:
- the Governing Body adopted and effectively implemented, before the
offence was committed, a model capable of preventing offences of the
type that occurred;
- The task of monitoring the operation and compliance of the Model and
ensuring that it is updated has been entrusted upon a Body with
autonomous powers of initiative and control;
- the individuals have committed the offence by fraudulently evading the
Model;
- there was no omission or insufficient supervision by the Supervisory
Body with regard to the Model.
In the event, however, that the offence is committed by persons subject to the
direction or supervision of one of the aforementioned individuals, the legal
person is liable if the commission of the offence was made possible by a
failure to comply with the direction and supervision requirements. Such failure
to comply, in any case, is excluded from consideration if the Entity, prior to
the commission of the crime, has adopted and effectively implemented a
suitable model to prevent the type of crimes that has occurred.
2. MST S.p.A. Organization, Management, and Control Model
2.1 Structure of the Model
This Model has been adopted, upon the first resolution of the Board of
Directors, on 21 October 2009 and subsequently updated on 24 October 2012
and on 30 October 2015, in the third edition which is still currently in force.
The Model consists of a General Part and Special Parts, aimed at ensuring
against the risky activities specified herein.
In particular, these include:
- Special Part A: Crimes against the Public Administration and its assets,
bribery between private entities, and the crime of leading individuals to
not provide statements or to provide false statements to Judicial
Authorities;
- Special Part B: IT crimes, illegal processing of data, and offences
involving breach of copyright;
- Special Part C: corporate offences and self-laundering;
- Special Part D: Crimes of manslaughter and serious bodily harm
committed in violation of regulations on health and safety in the
workplace;
- Special Part E: Organized crime, crimes against industry and
commerce, and crimes of receiving, laundering and using money, goods
or assets of illicit origin, as well as transnational crimes;
- Special Part F: Environmental crimes;
- Special Part G: Crime of employing third-country nationals without
legal residence.
2.2 Objectives and purposes pursued with the adoption and updating of
the Model
With the adoption of the organizational, management, and control model, and
with subsequent updates thereto, the Company aims:
- to inform all of those working for and on behalf of the Company, with
particular reference to those operating in so-called 'sensitive areas', about
what could occur in the event of violation of the provisions contained in
the Model, the commission of offences which may be punishable by
criminal sanctions against them, and the "administrative" sanctions that
may be applied against the Company;
- to inform such persons that unlawful behaviour is strongly condemned
by the Company, insofar as such conduct is contrary to the provisions of
the Law, the Company's culture, and the ethical principles taken as
guidelines for the Company's activities;
- to allow the Company to promptly take action to prevent or oppose the
commission of crimes, or to at least significantly reduce the damage
caused thereby;
- to improve corporate governance and the image of the Company.
The arrangement of this Model was inspired by the Guidelines issued by
Confindustria with regard to such matters, as updated in March 2014.
2.3 Beneficiaries of the Model
The principles and provisions of this document should be respected by:
- the members of the Board of Directors, the Board of Auditors, and the
Statutory Auditor of Accounts, if appointed;
- Employees;
- Consultants, Collaborators, Suppliers, agents/brokers, and commercial
partners to the extent that they may be involved in activities that could
result in the commission of one or more crimes addressed in the Decree
and who are not equipped with a proper model for the specifically
referenced Part;
- those acting under the direction or supervision of Senior Management
within the context of their assigned duties and functions, both within
Italy and abroad.
Such individuals are hereinafter referred to as "Subjects".
2.4 Construction of the Model
The work activity implemented to prepare the Model was focused on:
- identifying the sectors/activities/sensitive areas, with reference to the
offences specified in Lgs. Decree 231/2001, by analysing the corporate
documents made available by the Company (for example: Articles of
Incorporation, Certificate of Incorporation, Minutes of corporate
bodies, etc.);
- analytically examining sensitive areas, with forecasts of the ways and
instruments whereby it would be possible for the Company, its
Administrative Bodies, or employees to commit such offences in
relation to the Decree, as well as, in general, those persons indicated in
Art. 5 of said Decree (including through meetings and discussions with
stakeholders);
- identifying the internal rules and existing protocols - whether
formalized or not - with regard to just those areas which have been
identified to be at risk for crime;
- defining the standards of conduct and control for the activities which,
according to the Company, have been deemed appropriate to regulate;
- regulating methods to manage financial resources in order to prevent
the commission of such crimes;
- identifying those responsible for ensuring the effective application of
this Model (hereinafter, the "Supervisory Body" or S.B.) with the
simultaneous preparation of the related regulations and reporting
system to and from the Supervisory Body itself;
- adopting the Code of Ethics of the Maccaferri Industrial Group, as it
was last updated on 28 September 2015;
- anticipating a suitable disciplinary system to punish against non-
compliance with the measures established in the Model as well as
violations of the Code of Ethics.
2.5 Map of activities at risk
In compliance with the provisions of the Decree and with the procedures
outlined in the previous paragraph, the Company's risky activities have been
identified, taking into account MST's current operations and the existing
organizational structure.
The main corporate activities and processes which could result in the
occurrence or circumstances for the commission of the offences established
under the Decree are as follows:
- Management of relations with the Supervisory Authority (GdF, AAMS,
Customs etc.);
- Management of administrative compliance and related inspection
activities;
- Dispute management and relations with judicial authorities;
- Marketing of products (processed, semi-worked, duty-free raw tobacco, and
foreign production);
- Management of relations with foreign Third Parties;
- Management agents, distributors, and brokers;
- Management of the purchase of goods and services (including
consultations);
- Management of gifts, donations, and sponsorships;
- Staff recruitment and incentive systems;
- Management of expense accounts;
- Management of financial flows;
- Management of intercompany relations;
- Bookkeeping, preparation of financial statements and declarations for
tax purposes, corporate asset management;
- Management of shareholder meetings;
- IT security management;
- Management of the prevention and protection system;
- Management of quality processes;
- Management of activities with an environmental impact.
With regard to the offences listed below:
- Crimes of counterfeiting money, public credit cards and revenue stamps,
as well as crimes relating to distinctive signs;
- Crimes of terrorism or subversion of the democratic order;
- Crime pertaining to the mutilation of female genital organs;
- Crimes against individuals or their personhood;
- Crimes and administrative offences of market abuse;
These are thoroughly addressed by the provisions of the Code of Ethics and by
the measures established under the Company's Organization, Management,
and Control Model.
2.6 Approval of the Model, its modifications, and additions
The Organization, Management, and Control Model is issued by the
Governing Body.
Changes and additions made to this Model and to the Code of Ethics adopted
by the Company are carried out by the MST Board of Directors, with the
disclosure of information from the Company's Supervisory Body.
The Company's Board of Administration makes decisions regarding the
implementation of the Model by evaluating and approving the actions
necessary for the implementation of the elements constituting said Model.
Control over the adequacy and implementation of the Model is the
responsibility of the Supervisory Body.
2.7 Relations with SECI
SECI, acting as the Holding Company, provides the Company with services
that may entail risky activities and operations referred to in the Special Parts
of this Model. Such relations are governed by specific intercompany contracts.
In particular, SECI (directly or indirectly through internal resources and/or
trusted consultants) provides management assistance in the areas of: Human
Resources Department ii. IT Department iii. Legal and Corporate Department
iv. Administrative Department v. Treasury Management
The provision of services:
o shall be performed in accordance with the provisions of the Code of
Ethics and of the Model adopted by SECI;
o should be governed by a specific written contract reported to the SECI's
Supervisory Body.
The intra-group contract for the provision of services includes:
o the Company's obligation to certify the veracity and completeness of the
documents and information reported to SECI in order to carry out the
requested services;
o the power of SECI's Supervisory Board to request information from the
Company's Supervisory Board, in order to correctly perform its duties
with regard to the services requested by SECI;
o the power of the Company's Supervisory Board to request information
from SECI's Supervisory Board, or - after reporting to the latter - from
other SECI divisions, in order to correctly conduct its supervisory
functions.
If the Company asks SECI to respect new or different rules from those
established in this Model, SECI shall adhere to said new rules only after
having requested and obtained a favourable opinion from the Supervisory
Body regarding the suitability of such rules in preventing crimes and
administrative offences as relevant to the Decree.
3. The Supervisory Body
3.1 General principles
A condition necessary for exemption from administrative liability is the
establishment of a Supervisory Body equipped with autonomous powers of
initiative and control aimed at ensuring the effective and efficient
implementation of the Model.
3.2 Requirements of the Supervisory Body
In addition to the autonomy of powers, the Guidelines of the Trade
Associations and the rulings of the Judicial Authority in this regard have also
specified the necessity of the requirements of professionalism and continuity
of action, as better specified below.
Autonomy and Independence: The Body must remain removed from any
form of interference and pressure from Top Executives and may not, in any
way, be involved in the exercise of operational activities and managerial
decisions. The S.B. should not find itself in a situation of conflict of interest
and the Body should not be assigned operational tasks, in whole or in part,
which undermine its autonomy.
The autonomy and independence requirement must be understood as the
absence of family or hierarchical ties with the Company's Top Executives or
with holders of executive powers within the Company.
The Supervisory Body must report to the highest corporate figure and should
be able to speak with said person on equal terms, being in a "staff" position
with the Board of Directors.
Professionalism: or possession of the set of tools and techniques necessary or
the actual and effective execution of the assigned activities. The
professionalism and authority of the Body are connected to its professional
experiences. In this regard, the Company deems it particularly important to
carefully examine the CVs and previous experience of potential candidates,
focusing on those profiles with specific professional experience in the area(s)
in question.
Continuity of action: in the context of small to medium-sized enterprises
implies the presence of a structure dedicated exclusively to the
supervisory/updating activities of the Model which does not entail any
operational tasks.
Integrity: in relation to the anticipation of reasons for ineligibility, revocation,
and suspension when appointing members of the Supervisory Board, the
Company's Board of Directors has expressly stated the following grounds for
ineligibility of said members of the S.B.
MST, in accordance with the regulatory requirements established by this
Decree, has proceeded with the selection of a Corporate Body.
In the case of a Corporate Supervisory Body, one component may be an
employee of the Company or of the Maccaferri Group.
3.3 Causes of ineligibility, revocation, suspension and forfeiture
The Company's Board of Directors has expressly stated the following grounds
of ineligibility for S.B. members.
They may not be appointed:
- If they have been convicted and sentenced, even if not definitively, or
have received a sanction requested by the Parties (a so-called plea
bargain), even if such sentences have been conditionally suspended,
subject to the effects of rehabilitation:
1. imprisonment for a period not less than one year for one of the crimes
listed by Royal Decree 16 March 1942, No. 267;
2. detainment for a period not less than one year for one of the crimes
provided for under the regulations governing banking, financial, and
insurance activities and by the regulations on markets, securities, and the
instruments of payment;
3. imprisonment for a period no less than one year for a crime against the
Public Administration, against public faith, against any assets, the public
economy, or tax offences;
4. for any non-culpable crime with a penalty of imprisonment no less than
two years;
5. for one of the offences set forth under Title XI of Book V of the Civil
Code, as reformulated by Legislative Decree 11 April 2002, No. 61;
6. For an offence which results or has resulted in the imposition of a
penalty leading to interdiction, even if temporarily, from public offices,
or the temporary disqualification from the managerial or executive
positions of legal entities and companies;
7. for one or more offences among those specifically established by the
Decree, even if they entail penalties less than those indicated above;
- those against whom one of the preventive measures set forth in Art. 10,
paragraph 3, of Law 31 May 1965 No. 575, as amended by Art. 3 of Law
19 March 1990, No. 55, as amended, has been definitively applied;
- those who have received any of the additional administrative sanctions
established by Art. 187-quater of Lgs. Decree 24 February 1998, No. 58.
The members of the Supervisory Board must self-certify by means of a
declaration in lieu of an affidavit that they are not subject to any of the
aforementioned conditions, thereby specifically undertaking to communicate
any changes to the content of such declarations.
The revocation of the members of this Body must be approved by the MST
Board of Directors and may only be arranged for reasons pertaining to serious
failures or shortcomings with regard to the assumed functions and duties,
including breaches of the confidentiality obligations set out below, in addition
to the grounds for revocation reported below.
The members of the Supervisory Board shall also be disqualified from Office
if any of the following apply after their appointment:
- if they are convicted by a final ruling or plea bargain for one of the
offences described in numbers 1, 2, 3, 4, 5, 6, and 7 of the ineligibility
conditions set forth previously;
- if they violate the confidentiality obligations strictly related to the
performance of their duties.
The members of the Supervisory Board shall also be suspended from the
exercise of their duties in the event of:
- if they are convicted by a non-final ruling for one of the offences
described in numbers 1 through 7 of the previously indicated ineligibility
conditions;
- application of a personal precautionary measure;
- provisional application of one of the preventive measures set forth in Art.
10, paragraph 3, of Law 31 May 1965 No. 575, as replaced by Art. 3 of
Law 19 March 1990, No. 55, as subsequently amended.
The Supervisory Body shall remain in office for three years and may be re-
elected. The respective remuneration shall be determined by the Board of
Directors upon appointing the S.B. for the entire duration of its operations.
3.4 Responsibilities of the Supervisory Body
The responsibilities of the Supervisory Body in terms of compliance with the
Model, assessment of the adequacy and effectiveness of the implementation of
said document, as well as the updating requirements of the Model are to be
carried by virtue of the allocation of spending powers, which include the use
of an appropriate annual budget to carry out its duties.
The Company's Board of Directors deems that the Supervisory Board may
autonomously employ resources exceeding its spending powers, provided such
action is necessary to address exceptional or urgent situations. In these cases,
the Board should promptly notify the Company's Board of Directors.
The Supervisory Body, in order to perform the tasks with which it has been
entrusted, shall make use of all business functions and shall perform the
following activities:
- supervision of the effectiveness of the Model, ensuring, in particular, its
consistency between the Model and the specific rules adopted for the
areas at risk;
- periodic verification that the Model is respected by all the individual
units/corporate areas at risk, in order to ensure that the defined rules and
prepared principals are followed as closely as possible and are
specifically intended to prevent the risk of commission of the highlighted
offences;
- supervision to ensure that the Code of Ethics and all of its provisions are
respected by all Parties in any way involved with the Company;
- reporting to the Board of Directors any updates or adjustments to the
Model in accordance with the evolution of the Law and jurisprudence, as
well as following any changes made to the Company's organization;
- supervision over the correct operation of the monitoring activities for
each risk area, quickly reporting any anomalies or malfunctions of the
Model, upon comparison and analysis of the areas/functions concerned;
- verification of the proper dissemination of the Model to the
Beneficiaries;
- evaluating and proposing the imposition of disciplinary sanctions,
subject to the necessary coordination with the heads of the relevant
departments/business area.
The Supervisory Body shall convene, except in urgent situations and special
cases, on at least a quarterly basis.
3.5 Reporting Activities of the Supervisory Body
In order to guarantee its full autonomy and independence in carrying out its
functions, the Supervisory Board reports directly to the MST Board of
Directors and reports on the implementation of the Model and the emergence
of any critical situations through two lines of reporting: the first, on an
ongoing basis, and the second, every six months (31 July and 31 January of
each year), through a written report which should promptly indicate the
activities performed each six months, both in terms of the controls carried out
and the results obtained therefrom in order to proceed with any updates which
may be necessary to implement on the Model.
The Supervisory Board must also prepare a plan each year regarding the
activities anticipated for the following year, in which it shall identify the
activities to be performed and the areas which shall be subject to supervision,
in addition to the timing and priority of such interventions. The Supervisory
Body may also perform controls not provided for in the intervention plan (so-
called "spot checks") in the context of sensitive corporate activities or when
such action is deemed necessary for the performance of its duties.
The Supervisory Board may request to be heard by the Board of Directors or,
in general, from the Administrative Body whenever it deems it appropriate to
speak with said Body; likewise, the Supervisory Body is recognized as having
the right to request explanations and information from the Board of Directors.
On the other hand, the Supervisory Body may be convened at any time by the
Board of Directors to report on particular events or situations relating to the
operation and compliance of the Model.
The aforementioned meetings must be duly recorded and a copy of the
respective Minutes should be maintained by the Supervisory Body (as well as
by any other organizations occasionally involved), as set forth in the following
paragraph.
3.6 Disclosure requirements with regard to the Supervisory Body
All Beneficiaries of this Model are bound to a disclosure requirement with
respect to the Supervisory Body which must be followed for all:
i) reports;
ii) information.
The Supervisory Body ensures strict confidentiality with regard to any news,
information, and reports, subject to the withdrawal of their mandate and the
disciplinary measures defined below, subject to the requirements relating to
the conduct of investigations if it is necessary to rely on the support of external
consultants outside of the S.B. or other corporate structures.
All information and reports set out in this Model shall be kept by the
Supervisory Body in special computer and paper archives, in accordance with
the provisions contained in Lgs. Decree 30 June 2003, No. 196 (Privacy): the
documents of the Supervisory Body should be kept in Company offices and
contained in separate locked cabinets, accessible to just its members and solely
for purposes related to the execution of its duties indicated previously, under
penalty of immediate disqualification.
i) Reports
All Beneficiaries are required to promptly report to the Supervisory Board any
exceptions, violations, or suspected breaches with regard to the conduct
required by the Company's Code of Ethics, as well as the standards of conduct
and the executive procedures for carrying out the activities identified as "at
risk" and which are governed by the Model.
Reports may be issued by physical mail to the following address:
The Supervisory Body of MST S.p.A.
Largo G. Toniolo, 6
00196 - ROME
Email address:
odvmst@toscanoitalia.it
The Supervisory Body evaluates all reports received and undertakes the
resulting initiatives at its own reasonable discretion and responsibility within
the scope of its powers, listening to both the author of said report and the party
responsible for the alleged violation. Any subsequent decision shall be
substantiated and any consequent measures shall be implemented in
accordance with the provisions set forth in the chapter on the Sanction System.
The Supervisory Body shall act to protect the authors of such reports from any
form of retaliation, discrimination, penalization, or any other consequences
arising therefrom, assuring the confidentiality of their identity,
notwithstanding any statutory obligations and the protection of the rights of
MST or of persons accused wrongly or in bad faith.
ii) Information
The Beneficiaries of this Model, and in particular the Parties in charge of the
areas under the scope thereof, are also required to convey the following
information, among other things, to the Supervisory Body:
- measures and/or information from police bodies or any other authority
indicating the performance of investigations, including those against
unknown persons, for the types of offences covered by the Decree, with
regard to the Company;
- visits, inspections, and investigations undertaken by the competent
authorities (regional and local entities) and, upon their conclusion, any
conclusions, findings, or penalties applied;
- requests for legal assistance proposed by stakeholders within the
Company, in the case of legal proceedings for any of the offences
covered by the Decree;
- reports prepared by the company structures as part of their control
activities, resulting in critical elements or situations with respect to the
provisions of the Decree;
- periodically, news regarding the actual implementation of the Model in
all of the areas/business functions at risk;
- periodically, news related to the effective implementation of the Code of
Ethics at all company levels;
- information on the evolution of the activities of the areas at risk;
- the system of delegations and proxies adopted by the Company.
In the case of information and/or news, even if unofficial, relating to the
commission of the offences under the Decree or regarding possible violations
of the Model and of the Code of Ethics, each party must contact their
supervisor/manager who in turn reports directly to the S.B.
Information flows must be received by the Body using the procedures and
addresses indicated previously and/or later reported to the Supervisory Body.
3.7 Relations with the Supervisory Bodies of the Sister Companies and
Parent Company
The MST Body shall meet at least once a year with the Supervisory Bodies of
the sister companies and of the Parent Company, in order to perform the
appropriate exchange of information and coordination of the respective
supervisory and control activities.
Such cooperation aims to achieve a comprehensive vision of the Group's
operations and of the respective risks in order to promote, where possible, a
common preventive program and unified corrective actions, notwithstanding
the complete autonomy of the work of each Supervisory Body.
The MST Supervisory Body also undertakes to forward its annual report to the
Supervisory Body of the SECI parent company.
4. Dissemination of the Model and training activities
4.1 General Provisions
The Company intends to ensure proper and complete knowledge of the Model,
the contents of the Decree, and the obligations arriving therefrom among those
working for the Company.
Training sessions shall be organized by the Company, in light of the criteria of
obligatoriness and reiteration, as well as for potential diversification.
Such training and information is managed by the Chief Executive Officer,
assisted by the S.B., in close coordination with the Heads of the
areas/functions involved in the application of the Model.
4.2 Initial Communication
This Model is communicated to all company resources through by means of an
appropriate official notification of the Director General.
All Employees and Senior Staff must sign a special form attesting to their
understanding and acceptance of the Model and should also maintain a paper
or computer copy thereof.
With the signing of their employment contract, new employees declare that
they understand and accept the Model and the corporate Code of Ethics, which
may be consulted in the manner described above. All successive modifications
and information regarding the Model shall be communicated to company
resources through official information channels.
4.3 Training of Staff, agents, and business finders
Participation in training activities aimed at spreading awareness about the
regulations of the Decree, the Model for Organization, Management, and
Control, and the Code of Ethics shall be considered mandatory.
The training shall take into account - with regard to the content and delivery
methods for such courses - the qualification of the Beneficiaries, the level of
risk where they operate, and the assignation (or not) of representative
functions.
Unjustified absence from training sessions shall be deemed a disciplinary
offence, in accordance with the provisions of the Penalty System outlined
above.
MST shall provide for the implementation of training courses which will
illustrate, pursuant to the modular approach:
- the regulatory environment;
- the Code of Ethics and the Organization, Management, and Control
Model adopted by the Company, including the Special Parts;
- the role of the Supervisory Board and the tasks assigned to it by the
Company.
The Supervisory Board ensures that the training programs are qualitatively
adequate and effectively implemented.
4.4 Disclosure to Third-Party Beneficiaries
The Company promotes understanding and compliance with the Model among
so-called "Third-Party Beneficiaries", as defined above, such as Consultants,
Collaborators, Suppliers, agents/brokers, and commercial partners (as well as
those deemed appropriate from time to time by the Beneficiaries themselves)
through the inclusion of specific contractual clauses.
5. Penalty System
5.1 General Profiles
The provision of a suitable disciplinary system to punish against non-
compliance with the regulations established in the Model is a condition
required by Lgs. Decree 231/2001 for exemption from the administrative
liability of the entities in question and to ensure the effectiveness of the Model
itself.
The system itself is aimed at sanctioning against non-compliance with the
principles and rules of conduct set forth in this Organizational Model. The
imposition of disciplinary sanctions for violations of the principles and rules
of conduct set forth in the Organizational Model is independent from the
potential execution of a criminal proceeding and subsequent sentencing for the
commission of one of the offences provided for under the Decree.
Following the communication from the Supervisory Body about the violation
of the Model, an assessment procedure should be initiated in accordance with
the provisions established by the CCNL pertaining to workers; such
assessment procedure shall be conducted by the Supervisory Body itself, in
coordination with the bodies in charge of issuing the disciplinary sanctions,
taking into account the gravity of the conduct, possible recurrence of the
violation, or the degree of culpability.
MST, through the bodies and functions specifically designated for such
purposes, shall then proceed - with with consistency, impartiality and
uniformity - to impose sanctions in proportion to their respective violations of
the Model and in accordance with the provisions in effect regarding labour
relations; the sanctions for the various professionals in question are set forth
below. Such measures specifically take into account the possibility of
expansions, within a short period of time - of the company's workforce and
thus consider individuals who are not currently working with the Company.
5.2 Sanctions against non-executive employees
Employee conduct in violation of any rules of conduct set forth in this Model,
the Code of Ethics, rules, and business protocols adopted by the Company are
defined as disciplinary offences.
Sanctions imposed on employees are adopted in accordance with the
procedures set forth by the applicable legal regulations.
Express reference is made to the categories of sanctionable acts established by
the existing sanction system and the treaty provisions of the CCNL of the
Food Industry (hereinafter, the CCNL).
In application of the proportionality principle, depending on the gravity of the
offense, the following disciplinary sanctions have been established:
a. Verbal warning: this is applied in the case of the least severe instances of
non-compliance with the principles and rules of conduct established by this
Model, with such conduct corresponding to minor non-compliance of the
contractual rules or directives and instructions issued by the Management
or senior officials.
b. Written warning: this applies in the event of non-compliance with the
principles and rules of conduct set forth in this Model, with respect to non-
compliant or inadequate conduct to the extent that they are considered
neither slight nor severe, with such conduct corresponding to a non-serious
violation of the contractual rules or directives and instructions issued by
the Management or senior officials.
c. Fine not exceeding three hours of pay: this applies in the event of non-
compliance with the principles and rules of conduct set forth in this Model,
for conduct which is non-compliant or inadequate in terms of the
requirements of the Model, to the extent that they are considered to be of a
certain degree of severity, even if dependent on recurrence. Such conduct
includes the violation of disclosure obligations in connection with the
Body with regard to the commission of crimes, even if just attempted, as
well as any other violations of the Model. The same sanction shall be
applied in the case of repeated and unjustified non-participation (in-person
or as otherwise required by the Company) in the training sessions required
by the Company with regard to the Lgs. Decree 231/2001 on the
Organization, Management and Control Model and the Code of Ethics
adopted by the Company, or with regard to related matters;
d. Suspension from work and payment for a period not exceeding three
days of actual work: this applies in the case of more serious violations
with respect to the infractions referred to in the previous paragraph.
e. Dismissal without notice, but with severance indemnities: this applies in
the case of serious and/or repeated violations of the rules of conduct and
regulations contained in the Model, in accordance with the statutory and
contractual provisions.
5.3 Sanctions against Executives
Violation of the principles and rules of conduct contained in this Model by
Directors or managers, or the adoption of conduct which is not in accordance
with the established requirements shall be subject to disciplinary measures
modulated according to the severity of the committed violation. More severe
cases may result in the termination of the employment relationship, in light of
the special bond of trust linking executives to the employer.
The following also constitute disciplinary offences:
- lack of supervision by the senior staff on the correct application of the
rules contained in the Model by hierarchically subordinate workers;
- violation of the obligations to disclose information to the Supervisory
Board in relation to the commission of the offences, even if just
attempted;
- violation of the rules of conduct contained therein by the managers or
directors themselves;
- Conduct, during the performance of their duties, which is not in line with
the reasonable expectations of a manager or executive, in relation to the
role in question and the degree of autonomy of the individual(s) in
question.
5.4 Sanctions for Directors and Statutory Auditors
For Directors who have committed a violation against this Model, the Board
of Directors, promptly informed by the Supervisory Body, may apply any and
all appropriate measures permitted by Law, including the following sanctions
determined according to the severity of the offences and the culpability of the
perpetrators, as well as the consequences resulting therefrom:
- formal written notice;
- financial penalty equal to the amount of two to five times the fees
calculated on a monthly basis;
- revocation, in whole or in party, of any powers granted to such persons.
The Board of Directors, in the event of violations establishing just cause for
revocation, proposes to the Assembly the adoption of appropriate measures
and it provides for the additional obligations required by law.
For violations committed by a member of the Board of Auditors, the
Supervisory Body should immediately inform the President of the Board of
Directors by means of a written report. The President of the Board of
Directors, in the case of violations representing just cause for revocation, shall
convene an Assembly and submit the report from the Supervisory Board to the
shareholders. Adoption of the actions in response to the aforementioned
violations is up to the Assembly.
5.5 Sanctions against non-employees
Any violation of the requirements of the Model by Consultants, Collaborators,
Suppliers, Agents/Brokers, and Commercial Partners, as well as by those who
are occasionally deemed to be the "Beneficiaries" thereof, shall be sanctioned
by the competent authorities in accordance with internal company rules,
pursuant to the provisions of the contractual clauses in their respective
contracts, and in any case with the application of conventional penalties which
may include the automatic termination of the Contract (pursuant to Art. 1456
of the Criminal Code), without prejudice to any compensation for damages.
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