governance
The Legislative Decree June 8th 2001 n. 231 concerns the “Discipline of the administrative responsibility of legal entities, companies and associations, including those without a legal status”. Associations, including limited companies, may be held responsible for certain crimes or violations committed in their own interest or benefit by the company’s top managers or employees, collaborators, external consultants and third parties. On September 19th 2017, the Board of Directors of Bluclad S.p.A. (hereinafter “the Company”) has approved its Model of Organization, Management and Control under D.lgs. n. 231/2001 (hereafter referred to as “the Model”) in order to meet the conditions required for the exemption of the administrative responsibility of the entity, as provided for in Legislative Decree n. 231/2001.

The Company has also adopted a Code of Ethics, which sets up that all business activities must be carried out in accordance with the law, according to the principles of seriousness, reliability, professionalism, integrity, honesty, fairness, respect and transparency, and 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 solid and recognized reputation.

The Company has established, as settled by art. 6 comma 1 lett. b) of Legislative Decree no. 231/2001, its Supervisory Board (hereafter referred to as “OdV”), with full and autonomous powers of initiative and control over the activities of the Company. The OdV is responsible for monitoring the effectiveness, updating and observance of the Model adopted by the Company and its constituent elements, in order to prevent the crimes or violations that may generate an administrative responsibility for the entity.

In order to be able to fulfill OdV duties, the Company has established an information exchange system under which employees and those cooperating in the pursuit of the Company’s objectives are required to inform the OdV of any violation of the Model and its constituent elements, as well as any other potentially relevant aspect for the application of Legislative Decree n. 231/2001 (for example, illegal or ethically incorrect situations). All communications to the OdV (reports or periodic information flows) need to be forwarded using the e-mail address indicated below:

odv@bluclad.it

If the recipients of the Model and the Code of Ethics conduct behavior in violation of the principles and rules contained therein, they will incur the disciplinary measures provided for by the sanctioning system 231, constituent element of the Model itself.