Organisational Model
Legislative Decree no. 231 of 8 June 2001 governs the administrative liability of legal entities, companies and associations, including those without legal personality. Such entities, including limited liability companies, may be held liable for certain offences or violations committed in their interest or to their advantage by senior management or by the company’s employees, collaborators, external consultants and third parties. On 19 September 2017, the Board of Directors of Bluclad S.p.A. (hereinafter the Company) approved its Organisation, Management and Control Model pursuant to Legislative Decree no. 231/2001 (hereinafter the Model) in order to meet the conditions required for the entity’s exemption from administrative liability, as provided for by Legislative Decree no. 231/2001.
Code of Ethics
The Company has also adopted a Code of Ethics, which establishes that all business activities must be conducted in compliance with the law, in accordance with the principles of seriousness, reliability, professionalism, integrity, honesty, fairness, respect and transparency, and with respect for the interests of the company’s shareholders. These principles are the cornerstone of the Company’s commitment to uncompromising ethical conduct, aimed at maintaining a sound and recognised reputation.
Supervisory Body
Pursuant to Article 6(1)(b) of Legislative Decree no. 231/2001, the Company has established its own Supervisory Body (Organismo di Vigilanza, hereinafter the SB), vested with full and autonomous powers of initiative and control over the Company’s activities. The SB is responsible for monitoring the effectiveness, updating and observance of the Model adopted by the Company and of its constituent elements, in order to prevent offences or violations that may give rise to administrative liability for the entity. To enable the SB to fulfil its duties, the Company has established an information exchange system whereby employees and all those who contribute to achieving the Company’s objectives are required to inform the SB of any violation of the Model and its constituent elements, as well as of any other matter potentially relevant to the application of Legislative Decree no. 231/2001 (for example, unlawful or unethical situations). All communications to the SB (reports or periodic information flows) must be sent to the following e-mail address: odv@bluclad.it.
Recipients of the Model and the Code of Ethics who act in breach of the principles and rules contained therein will be subject to the disciplinary measures provided for by the 231 disciplinary system, which is a constituent element of the Model itself.