Corporate Governance

Legislative Decree no. 231, dated 8 June 2001, introduced into the Italian system the administrative liability of Companies for certain offences perpetrated, in their own interest or for their own benefit, by their directors, employees and/or representatives in general, together with the related monetary and prohibitive sanctions to be imposed upon the Companies themselves. However, the Decree provides that Companies may be exempted from such liability should they be able to prove that they have:

• adopted and effectively implemented an Organisational and Management Model, which is capable of reasonably preventing those offences set out in the Decree;
   
• entrusted to a Supervisory Committee, vested with autonomous powers of initiative and control, the task of supervising the functioning of and compliance with the Model and ensuring that it is updated.  

In order to ensure, to the greatest possible extent, that the perpetration of the offences set out in the aforementioned Decree is prevented, the various Companies of the ERG Group adopted, at the time, their own Organisational and Management Models.

These Models have been updated and supplemented over time in order to reflect both regulatory developments on this issue and organisational changes at corporate level. 

The "231 Models" are part of a broader corporate governance policy, which is careful to comply with the ethical principles of corporate management, introduced with the adoption of the Code of Ethics of the ERG Group. 

The Boards of Directors of the various Companies of the ERG Group entrusted the management of the Models to specific Supervisory Committees, which have, among other things, the task of collecting any reports of possible violations of the Models' provisions and/or the Code of Ethics and clarifying any possible doubts on the issue.

ERG provides two dedicated channels of communication for anybody that wants to report a crime or a violation of the Code of Ethics, the Organisation and Management Models pursuant to Legislative Decree 231/01 or the Anti-Corruption Policy: an email address and a regular postal address, adopting suitable tools for guaranteeing the confidentiality of the identity of the reporter and the subject of the report when managing the report.

ERG identifies the subjects - Supervisory Committees, Compliance 231 - which, according to the issues reported, are in charge of examining and investigating, also with the help of the Internal Audit, the reports received, verifying and ensuring that whoever makes a report in good faith is not subject to any form of retaliation, discrimination or penalisation, direct or indirect, and protecting their identity, without prejudice to legal obligations or the protection of the Company's rights or those of persons accused wrongly and/or in bad faith. Reports received will be examined and investigated if substantiated and founded on precise and agreed facts.

Any substantiated anonymous reports (containing all the objective details required to move to the next verification phase) are taken into consideration for further investigation.

ERG shall issue penalties to anyone that violates the confidentiality of the reporter and/or the subject of the report. If the reports are found to be groundless or evidently unfounded, they will be filed away together with a specifically drafted report.