Organisational Model of the Gesmar Group pursuant to Italian Legislative Decree No. 231/01.
In order to fully acknowledge the indications envisaged by Italian Legislative Decree No. 231/01 and protect all the companies forming part of the Group from the administrative liability of corporate bodies, introduced in Italy by Italian Legislative Decree No. 231/01, the Gesmar Group has adopted a Management and Control Organisational Model (hereinafter “Model 231”) aimed at preventing offences being committed by its employees, co-workers and directors.
So as to facilitate understanding of the use of Model 231, as an operating instrument, steps are taken below to provide a brief description of what the indicated legislation envisages and what a company comes up against when creating a system which provides relief from the administrative liability of corporate bodies.
WHAT IS Italian Legislative Decree No. 231/01
For the first time in the Italian legal system, Italian Legislative Decree No. 231/2001 introduced the principle of administrative liability of corporate bodies for specific types of offences committed by directors and employees of companies. Today, corporate bodies, such as companies, are also criminally liable for administrative torts dependent on an offence.
The Decree in fact envisages, to the charge of the company, administrative liability which however materialises in the form of significant sanctions which may affect the survival of the company on the market, such as the application of a fine of up to Euro 1 million, disqualification and suspension from business activities, being prohibited from transacting with Public Bodies, exclusion from grants, being prohibited from advertising, the confiscation of revenues and publication of the adverse sentence.
As the only chance for relief, the Decree offers companies the possibility to endow themselves with an Organisational Model capable of preventing offences being committed; this choice either eliminates the risk or, in any event, reduces the gravity of the sanction measures.
The essential stages for the creation of an effective “231 Model” and, therefore, to protect oneself from corporate administrative criminal liability, can be summarised as follows: identification of the processes at risk, the potential risks and the conditions for the offences to be committed in the interests or to the advantage of the company, definition of the responsibilities and the activities aimed at an appropriate handling of the activities, creation of a map of the senior figures, drafting and disclosure of a Code of Ethics at all levels, definition and application of an adequate regime of sanctions, establishment of a Supervisory Body (hereinafter the “SB”), accurate assessment of the corporate risks and the actions aimed at containing the risk of committing offences at an acceptable level (the acceptability of the risk level in fact materializes in the verification that the type of offence can only be committed by fraudulently getting round the control system).
In order to achieve these fulfilments, steps have been taken to draft the company Code of Ethics which all the employees, directors and other stakeholders are obliged to observe. This Code of Ethics is not only posted on the company notice boards, but also published further on (see link below) together with the 231 Model – which the Code of Ethics is an integral part of -, the SB Regulations and the list of senior figures.
Please note that with regard to any clarification concerning the application of the “231 Model” and the Code of Ethics or with regard to the reporting of any violations of the same, it is possible to directly contact the Supervisory Body at the following e-mail address: firstname.lastname@example.org, or send a specific written request to the following postal address:
Gesmar Group Supervisory Body
c/o Via di Roma 47
48121 Ravenna, Italy
The current members of the Gesmar Group’s Supervisory Body are as follows:
Afro Stecchezzini (Chairman)
Pietro Cottignola (External member)
Domenico Benelli (External member)
Giancarlo De Marchi (External member)
Code of Ethics
General part of the Model
Supervisory Body Regulations
List of senior figures