A2A S.p.A. (hereinafter, “A2A”) is the multiutility incorporated on 1 January 2008 following the merger of AEM S.p.A., AMSA S.p.A. and ASM BRESCIA S.P.A.. A2A carries out industrial activities in the electrical energy production sector and in other business areas and act as holding company, carrying out management and co-ordination activities for the subsidiaries (hereinafter the “Company”).
The Group A2A (hereinafter, the “Group”) deals with, namely:
The group pursues a level of Service aimed at providing complete satisfaction to customers, placing all initiatives in the context of sustainable development, so as to excel in the energy sectors, in environmental Services, in district heating, network Services (the water, electricity and gas cycles), in line with the ever-growing competition and complexity at both a National and International level.
The values on which the group’s activities are based are: Technical and management innovation
A2A endorses the Global Compact, the initiative by the United Nation for the promotion of culture, corporate citizenship, which encourages enterprises Worldwide to create an economic, social and environmental framework suitable to promote an healthy and sustainable global economy, capable to guarantee to everybody the opportunity to share its benefits.
Group A2A observes and promotes the universal principles of the four areas of focus of Global Compact: Human Rights, Work, Environment and Fight against corruption.
The aim of this code of ethics (hereinafter the “Code”) is to define the fundamental ethical principles, rules of conduct and responsibilities acknowledged, endorsed to and accepted by the Group that are held as having an imperative and binding nature, and which all its addressees are required to comply with.
The code therefore defines the assumptions intended to ensure that the corporate activities are informed by the principles of correctness, transparency, diligence, honesty, mutual respect, loyalty and good faith in order to protect the interest of the stakeholders and ensure that the work approach is efficient, reliable, precise, and based on respect for the applicable legislative and ethical principles that are considered to be adequate, indispensable and imperative for operating on the market. They apply both to activities carried out on Italian territory and abroad, and consequently in relations with operators, companies and National and International institutions.
Particular care is spent for the acknowledgement and the protection of dignity, freedom and equal right of human beings, protection of work and trade union rights, health, safety, environment and biodiversity and also the system of values and principles regarding energy efficiency and sustainable development as established by the International Institutions and Conventions. Any sort of discrimination, corruption forced or minor work is rejected.
The code requires the observance of currently binding statutory provisions, as well as the compliance with for the codes that the group voluntarily endorses, in addition to the strict compliance with corporate regulations and procedures. more specifically, the Group intends to operate in full compliance with Italian laws and the Laws of the countries in which it may trade, including in collaboration or association with other corporate entities; in particular, the group undertakes to align its own activities with the provisions of Legislative Decree 8 June 2001, no. 231 (hereinafter the “decree”) as from time to time amended.
Hence, the Code, which is to be deemed as an integral part of the Organisational Management and Control model adopted by A2A and the companies of the Group, represents the foundation of the preventive control System provided for by the Decree.
The governance and control of compliance with the Code of Ethics is entrusted to the Supervisory Body pursuant to the Decree.
All the ethical principles, values and rules of conduct stated by this code shall inspire the activities of anyone who operates, whether internally or externally, within the scope of the activities of the group (hereinafter the “Addressees”).
Namely, by way of example:
the code also applies to activities carried out by the Company or Group abroad, even in consideration of the differences that exist from a normative, social, economic and cultural perspective.
The Group undertakes to ensure that the code is promptly disseminated internally and externally by:
Obligations of the Addressees
All actions, operations, negotiations, and generally, the conduct used by the addressees in the performance of their duties shall be based on the principles of honesty, correctness, integrity, transparency, legitimacy, clarity and mutual respect, as well as being open to checks and controls taking place in accordance with current legislation and internal procedures.
All the activities shall be performed with commitment and according to strict professional standards. The professional contribution of each single Addressee must be appropriate for their duties and they must act in order to safeguard the reputation of the Group.
Each single Addressee is required to observe, and for their competence, make observe the principles provided by the Code: in no case the intent to act for the interest of the Company or the Group could justify the adoption of any conduct contrasting with the conducts listed herein, and, in general, with laws, regulations and procedures.
Conflict of interest
Any situations giving rise to a conflict of interests between personal or family business activities and corporate duties or roles shall be avoided.
By way of non limiting example, a conflict of interest may arise from the following situations:
In any case, it is required to:
The Company adopted internal regulations which guarantee the transparency and correctness, both substantial and procedural, of the transactions with related parties.
Safeguarding the corporate assets
Each Addressee is obliged to safeguard the company assets, by protecting the group’s personal property and real estate, technological Resources and computer systems, equipments, company Products, Information and/or know how.
Namely each single Addressee must:
Each addressee is responsible for the protection of the resources entrusted to him and has the responsibility of immediately reporting to his immediate any potentially detrimental event.
Safeguarding the image
The good reputation and/or image of the group represents an essential intangible asset.
The addressees undertake to act in compliance with the principles set forth in this Code in their relations with colleagues, customers and third parties generally, by behaving with decorum according to the standards commonly applied in corporations of the size and importance of the Group.
The term stakeholders refers to the parties that are directly or indirectly involved in the activities of the Group and have an interest in its decisions, strategic initiatives and possible actions carried by the Company itself, and by the Group.
Stakeholders therefore include, simply by example non limiting example, employees, customers, shareholders, citizens, agents, all kinds of collaborators, suppliers, financial and/or business partners, municipal, provincial and National institutions, trade associations, environmental associations, and more generally, anyone who holds an interest in the activities of the Group whether at National or International level.
Maintaining proper relations with such parties is a primary objective for the Group as a key requirement of the Code, as well as constituting one of the criteria for supporting, among the others:
For this reason, the behaviour of all the Addressees towards the Stakeholders must be in line with the principles of the Code.
Rules of conduct for the market and shareholders
The Parent Company, A2A S.p.A., following the amendments to the articles of association approved by the Shareholders' Meeting of 13 June 2014, modified the formerly adopted governance model, the so-called dualistic management and control system, and adopted a so-called traditional management and control system with the appointment of the Board of Directors and the Board of Statutory Auditors.
A2A endorsed the Corporate Governance Code for listed companies promoted by Borsa Italiana S.p.A. and adopted procedures which ensure the compliance with a correct handling of the privileged information.
The Group works for the constant improvement of the value of its shareholders investments, managing the company’s assets with professionalism, diligence and prudence as required from time to time in order to comply with market conditions and fulfil binding legal obligations.
The group guarantees that the applicable rules are also applied in the relations with its related parties.
Transparency and access to the information
The group undertakes to supply shareholders and potential shareholders timely and transparently with accurate and complete Information, adopting communication and dialogue means based on current legislation on listed companies, regulated markets, and in accordance with the best market practices:
Economic-financial related external communication
The relationship with the Financial community and investors are the sole responsibility of the company departments appointed with such duties i.e. Investor Relations, Financial Manager Chief Financial Officer (or the Appointed Officer) and Corporate Top Management. The main purpose consists in favouring and promoting a correct understanding by the financial community of the economic-financial standing of the Company and also an evaluation of the issued financial instruments, through an active, transparent, timely, constant, correct and not discriminatory communication.
In case of corporate communication directed to the market and related to the reporting on the accounts, even if within the year (by way of mere example: the mid-year management report, the information documents prepared under art. 71 Regulation on Issuers, the information prospectus), the Appointed Office certifies, by means of written declaration, under art. 154-bis, paragraph 2, TUF (Italian Consolidated Law on Finance), the compliance with the documents, the books and the accounting books of the entities.
The internal Addressees of this Code are not entitled, therefore to provide any information to the financial community unless authorised in writing as provided for above.
In any case, the information and the communication regarding the company and addressed outside, shall always be accurate, truthful, complete, transparent and consisted one to the other.
Internal management and outbound disclosure of privileged information
A2A guarantees an appropriate management and protection of the privileged information, safeguarding their accuracy, completeness and preservations procedure, in line with the reference legislation.
A2A has at its disposal a procedure for the internal management and the outside disclosure of privileged information intended to safeguarding the secrecy of such information, guaranteeing at the same time that the informations provided to the market in a clear complete, consistent manner respecting the information symmetry.
Group A2A intends to promote a better awareness of the operators about the value of the privileged information at their disposal and, therefore, to stimulate the set up of suitable internal procedure on the circulation and supervision of such information.
Group A2A intends, at the same time, facilitate the performance of the supervisory duty of CONSOB on the compliance of the legislation on the protection of the integrity of markets.
By way of non limiting example, privileged information are defined the information which refer to economic and financial data, projects, take-overs, mergers and business strategies as regards the activities of the Group and, in general, any information to be qualified as potentially "price sensitive" information under the legislation to be applied to the listed issuers under Legislative Decree 58/98. Furthermore, as regards the so-called "internal dealing" notices under art. 114 paragraph 7 TUF and the relevant implementing provisions thereof, anyone who carry out administration, control or direction duties in a listed issuer or in a relevant subsidiary, and the officers who are granted with regular access to the privileged information and are vested with the power of adopting management decisions which may affect on the evolution and the future outlook of the listed issuer or in the relevant subsidiaries, further that anyone who holds shares for an amount of at least 10% of the share capital of the listed issuer, and also any other entity which controls the listed issuer, defined relevant entities, must notify to the CONSOB and the public any transaction on the stock issued by the issuer or on any other financial instrument connected thereto, performed by them, including through a third party.
Whoever has access to such information is banned from use them for the trading of stock of A2A or of listed companies whose evolution may be influenced by A2A. In order to guarantee the maximum transparency, procedures have been adopted on internal dealing and management of the register of persons granted with Access to privileged Information, in accordance with best International practices.
Addressees are prohibited from disclosing false Information or simulating transactions or any artifice that could may a significant change in the price of financial instruments, whether they are listed or not.
Accuracy of the information and management of the accounting records
The Group ensures, also through training to its own directors, employees and collaborators, their awareness of operating always in compliance with the principles of truthfulness, completeness and timeliness of Information, both inside and outside the Company.
Under such principles, each operation or transaction has to be correctly and timely identified and recorded in the company accounting records according to the criteria set forth by law and on the basis of the applicable accounting principles; each operation or transaction has to be authorised, verifiable, legitimate, coherent and congruous.
Any conduct which may damage the transparency and the traceability of the financial statements information is prohibited.
Rules of conduct towards suppliers and external collaborators
High professional standards and commitment of the Group characterise the selection and definition of the actions to be undertaken and the methods to be employed for the implementation of projects, which are equally applicable in the selection of suppliers and external collaborators (including consultants, agents, etc.), who are identified from time to time by setting up collaboration and mutual exchange models and appointing to such persons the task of performing part of the corporate tasks.
The professional and commercial contributions must be based on commitment and high professional standards, and must, at all times, be aligned to the professionalism and responsibility that characterise the Group, paying attention to the degree of care and accuracy required to ensure that the prestige and reputation of the Group are well respected and disseminated.
Corrupt practices are prohibited and prosecuted, as are illegitimate favours, collusive conduct, procuring advantage, paying tangible and intangible benefits, as well as other advantages aimed at influencing or compensating representatives of institutions or employees of the Group.
Suppliers and external collaborators are selected according to procedures based on the legislation which is applicable from time to time, and continuously informed to the criteria of transparency, competitiveness and efficiency.
To this end, any officer and employee responsible of company departments/ organisational units that take part in said processes shall, namely:
the Companies in the Group undertake to ensure to the suppliers of resources and financial services the observance of the obligations, the protection and confidentiality of their professional know-how, and requiring from their counterparts the use of the same standards of compliance in the management of the relationship.
Suppliers and external collaborators shall conform to the all the contractual documents submitted by the Group Companies concerned, including the obligation to comply with the Code, and other voluntary rules of conduct that the Group Companies have set up and notified to this end, which specifically provide for sanctions in the event of violations of such rules. Suppliers and external commercial collaborators are endorse the objective of caring for the needs of the territory in question, the local communities and customers, which form the basis of the activities of the group companies.
the selection of suppliers and external collaborators and the performance of their relevant agreements are characterised at any time by transparency, certainty and shall be made in writing. Any other rule violating the provisions of the contractual documents may be for any reason whatever held as prevailing and binding for the Companies of the Group. Whether suppliers and external collaborators are called upon to collaborate with company employees or carry out their activities autonomously, they are nonetheless required to be respectful of the procedures aimed at guaranteeing their health and safety in the workplace.
The Group will inform suppliers and external collaborators of the content of this Code by making it available to them.
Rules of conduct towards commercial partners
The Group Companies develop partnership relationships with counterparts with a solid reputation and experience, and such relationships are based on compliance with current legislation and principles of this Code.
The Group Companies promote transparent and collaborative agreements with the partners, enhancing the value of synergies created, that include an obligation not to take advantage of situations of dependency or weakness of the counterpart, and the latter are also expected to behave in the same way.
Commercial partners shall conform to the all the contractual documents submitted by the Group which shall include the obligation to comply with the Code, and other voluntary rules of conduct that the Group have set up and notified to this end, which specifically provide for sanctions in the event of violations of such rules.
Rules of conduct towards customers
The Group informs its operations with the respect of fair competition practices, the criteria of efficiency, effectiveness and saving, as well as guaranteeing compliance with the obligations relating to the provision of universal Services , where applicable.
The Group assumes that the loyalty and trust of customers is a characterising value which is part of its own heritage and, for protecting and enhancing them, it has set up easily accessible communication channels, which guarantee information is complete and can be immediately understood, in addition to developing relations with any institution representing the interest of consumers or the society.
The Group defined contractual terms for customers, which are transparent and consistent with consumer protection standards, by introducing procedures for solving disputes that can be easily accessed by customers, aimed at finding quick Solutions, including by adhering to conciliation Instruments administered by independent bodies or associations.
The Group ensures that persons in charge of customer and consumer relations are appropriately trained and informed about the Code, and that they have received adequate instructions about how to organise their own work with care and professionalism, and in compliance with the defined procedures and aimed at the optimal information and customer satisfaction.
a. Officers, employee and collaborators, lastly, must not take part, on behalf of the Group (unless expressly appointed to do so) in agreements or discussions with current or potential competitors with regards to:
b. prices and discounts
c. terms or conditions relating to Services offered by the company and competitors
d. profits, margins or costs
e. promotional systems for services offered by the Company and competitors
f. offers for the acquisition of shareholding or projects for such offers to purchase shareholdings
g. sales areas or markets
h. production or operative capacity
i. penetration of or departure from geographic areas or sectors of markets.
Rules for taking part in tenders
When participating in tender procedures, the Group undertakes to:
If it is awarded the tender, the Company undertakes in its relations with the principal to:
Protection of corporate secrets
Without prejudice for the transparency of the activities carried out and the reporting duties imposed by the current legislation, the employees of Group A2A are required to guarantee the confidentiality implied by the circumstances of each single information collected because of their working duties.
The information, knowledge and data collected or processed during their work or through their duties shall remain the property of Group A2A and cannot be used, transferred or disclosed unless specifically authorised by the relevant supervisor according to the specific procedures.
Protection of personal data
“Personal data” means any Information relating to an individual or corporation, entity or association, that has been identified or is identifiable, including indirectly by reference to any other type of Information.
In order to ensure that personal data is protected, the Group undertakes to handle the same in compliance with the applicable legislation, and in particular according to the principles of transparency, lawfulness, personal identity and guaranteeing the protection of personal data.
The Group guarantees that personal data are processed legally and with fairness as provided for by the legislation currently in force. In particular, the Group also guarantees that the treatment of data is relevant to its stated purposes, so that personal data will not be used for secondary purposes without the consent of the concerned party.
Rules of conduct in the management of human resources
Hiring and managing the staff
The Group deems that human resources play a central role in the attainment of the company mission, and it has therefore adopted procedures and methods for selection, vocational training and work based on respect for human values, autonomy and responsibility of workers, as well as the importance of individual and organised participation and endorsement to corporate objectives and values.
It is in the Group’s interests and essential for it to support the personal development of each employee’s or collaborator’s potential by creating an environment, procedures and work organisation that are continuously based on:
The Group promotes culture and any initiative aimed at the diffusion of knowledge within its structure and highlighting the conducts and the contributions in terms of innovation as regards the matters connected to the development of business activities and sustainable growth of the Company.
Integrity and protection of the individual
The Group hopes that its staff contribute to maintain, in the workplace, an environment of mutual respect of dignity, honour and reputation of everyone and it will take any measure required for preventing any offending, discriminatory or slanderous conduct.
The Group adopted the "Charter for equal opportunities and equality on workplaces" aiming at contributing to the fight against any form of discrimination on workplace - gender, age, disability, ethnicity, religious faith, sexual inclination - undertaking at the same time to enhance the differences within the corporate organization with particular regards to the equal opportunities between men and women.
In its internal and external work relations, the Group requires that there must be no form of harassment whatever, such as for example, the creation of a working environment that is hostile to individual workers, or groups of workers, no unjustified interference in another person’s work nor the creation of obstacles or barriers to another person’s career development.
In particular, it requires that during work relationship any harassment or approach which can be classified as a mobbing or sexual harassment is without any exception, prohibited.
If a member of the staff of A2A feels that he has be subject to harassment or discriminated, he or she may notify such circumstance, according to the procedure specified in the "Reports from Stakeholders" paragraph, to the company which shall assess the actual violation.
Health, safety and environment
In compliance with the principle of respect for the individual and in observance of the statutory provisions that are binding from time to time, the Group ensures that environments and work places are set up and managed appropriately from the perspective of health and safety of employees.
Workers have to contribute to safeguarding their own safety by observing the applicable relevant legislation and standards and timely reporting to their supervisor any situation which may endanger their own safety or the safety of any third party.
Each single Addressee has to abstain from carrying out their duties under the effects of alcohol or drugs, or substances that cause similar effects, and consuming such substance while working.
Cases of chronic addiction to alcohol or drugs that affect the performance of work and can disturb the normal performance of the same will be considered in a similar manner to the above.
The Group undertakes to provide its support for the social actions provided to this end by the labour contract.
Within the framework of its own activities, the Group undertakes to contribute to the development and well-being of the community in which it operates, and pursue the aim of reducing environmental impact through innovation and progress.
Rules of conduct in relations with the Public Administration
The relationship with the Public Administration is informed by the maximum degree of transparency and fairness.
In particular, the necessary relations are maintained on the basis of respect for the roles and functions attributed by law, as well as in a spirit of the best possible collaboration with Italian and foreign State Entities.
Relations with officers of public institutions are Limited to those of the company departments/organisational units in charge of and normally authorised to do so, in strict observance of the applicable laws and regulations, which shall not compromise in any way the integrity and reputation of the Group.
In this respect, offering sums of money or other means of payment to public officials or representatives of public Services with the aim of influencing their performance of their duties is prohibited.
These provisions cannot be overcome by resorting to other forms of contributions , which under the form of sponsorship, assignments, consultancy, advertising, etc, have the same aims as those prohibited above.
Acts of courtesy, such as free gives and offers of hospitality towards representatives of the public administration or civil servants are permitted provide they are modest in value and such that they are considered normal for such relations, and such that they do not compromise the integrity and reputation, and do not influence the Addressee’s impartiality of judgement.
In any case, such expenditure always has to be authorised according to specific company procedures that are appropriately documented.
In the same way, officers, employees and collaborators cannot receive free gifts or accept favourable treatment, unless such is considered to be within the limits of normal acts of courtesy and in any case of modest value. The legislation relating to gifts, whether promised of offered, and receipt of the same, also applies in countries where offering goods of a high value is customary.
Rules of conduct in relations with private entities
A2A Group prohibits any form of corruption, without any exception.
Namely, it is prohibited to:
when the intent is to:
Rules of conduct for Authorities and Public Institutions
The Group strictly and fully complies with the legislation of antitrust and market regulatory authorities.
The Group will not deny, conceal or delay any Information requested by regulatory Authorities carrying out inspections, and will actively collaborate with its own directors, employees and collaborators throughout investigation procedures.
In order to guarantee the maximum transparency, the Group undertakes not to be involved with any employees from such authorities or their family members in situations of conflict of interests.
No officer, employee or collaborator is entitled to ignore legislation relating to regulatory Authorities and antitrust legislation in the belief that they are acting in the interests of the Company or Group.
No one is authorised to issue orders or instructions that may conflict with this policy.
The Group acknowledges that at times doubts may arise regarding the correct interpretation of the laws and regulations. In such cases, directors, employees and collaborators should ask for the opinion of the supervisor of the relevant organizational unit.
All relations with Government or International institutions can only take place within the context of communications aimed at assessing the implications of legislative and administrative rules on the Group, answering informal requests and inspects for the purposes related to the supervisory tasks (interrogations, interpellations, etc.), or in any case stating its position on a particular question of relevance to the Group.
In this respect, the group undertakes to:
In order to guarantee the maximum clarity in any relations, contacts with institutional interlocutors take place exclusively by means of competent persons who have been explicitly granted with the relevant mandate.
Rules of conduct for associations an local communities
Local Communities The Group’s Nationwide vocation has been traditionally built around its experience in providing services to local communities, with knowledge that the services provided and industrial activities of the group bring about a high degree of interaction with the area concerned and cause a considerable environmental impact, and therefore a strong correlation between economic and social development of the community and the growth of the Group itself.
Institutional dialogue ensures that understanding the interests of end users is optimised and allows for the Identification of initiative that are consistent with the Group’s principles, in addition to being well suited to the communities hosting them.
The Group is therefore in a position to guarantee the needs a particular territory are respected, and sustainable development projects for infrastructures are continuously being defined; the most efficient and advance Technologies are used, investment is made into research and development that enables supply methods to become increasingly aligned with customers’ needs and company productivity, as well as being sustainable from both an environmental and energy perspective.
Dialogue with public or private institutions representing the collective interests of different local communities has to be informed by the strict observance of the principles of the Code.
The group guarantees loyal and professional participation to the grantor authority or Principal, and that such complies with the laws and procedures relating to awards of tenders, and collaborates with said authority in precise performance of the Service agreement, providing transparent and complete Information in accordance with the terms imposed by Administration itself.
Local authorities are an essential and central point of reference for the Group, whether as shareholders, grantor authorities, or as parties granting permits, and their communities constitute the customer base to whom the Group offers its Services.
The Group guarantees its full collaboration with control bodies during all or part of the activities of the Group Companies, and in this respect sets up procedures for the collection and processing of Information assuring its completeness and precision, as well as supporting requests for data and collaborating, including in a voluntary and consultative manner, with the public Administrations in question: this ensures a continuous evolution and progressive improvement of the regulated system.
The Group informs the performance of Service agreements by compliance with the principle of equality between principals and contractors, without the size and nature of partner, or the binding obligations based on the need to maintain and develop infrastructure may, at any title, influence the correct performance of its terms.
Relations with political, trade union and social organisations
The Group does not pay any contributions whatever, directly or indirectly, to political parties, movements, committees or political and trade union organisations, nor to their representatives or candidates, whether in Italy or abroad, with the exception of contributions required by specific legislation.
The group refrains from applying any direct or indirect pressure on politicians or trade union representatives through its directors, employees or collaborators.
Directors, officers and employees for their part cannot carry out any political activities during working hours or use corporate property or equipment for the same; moreover, they should also state that any political opinions expressed to third parties are strictly personal and do not therefore represent the opinion and orientation of the Group itself.
In their relations with other stakeholders (e.g. trade associations, environmental organisations, etc.) no officer, employee or collaborator can promise or pay sums of money, promise of grant good in kind or other personal benefits to promote or further the Group’s interests.
Group A2A does not promote nor maintain any kind of relationship with any organisation, association or movement which seed, whether directly or indirectly, any purpose which breaches any criminal law or in any case any statutory provision.
Furthermore, Group A2A condemns any form of participation of the Addressees in association whose purposes are banned by the law and contrary to the public order and rejects any conducts which seeks, even only for favouring the activities or the program of organizations which are instrumental for the commission of crimes, even if such supporting conducts are required for achieved a benefit.
Rules of conduct for the management of contributions and sponsorship
The Group may sustain requests for contributions solely from non-profit organisations or those of high cultural value or benefit, and in any case with the maximum degree of transparency.
Sponsorship activities may be related to social, environmental, sports, entertainment, art and culture matters.
The Group attaches absolute importance to the coherency of contributions and sponsorship granted, and guarantees that appropriate controls are carried out into the effective performance of sponsorship services.
The Group gives notice of its sponsorship initiatives on its websites.
The directors and the officers are the first individuals required to implement the policies and the contents of the Code and to represent, through their conduct, an example for the staff.
Implementation and control of the Code
The control of compliance with the Code is entrusted to the Supervisory Body appointed under the Decree. Namely, the Supervisory Body is vested with the following duties:
Internal control and risk management system
“Internal control and risk management system” refers to all the rules, the procedures and the organisational structures aimed at allowing the identification, measuring, management and monitoring of the main risks with the purpose to ensure compliance with laws, the company by-laws and corporate procedures, protect company assets, efficiently manage corporate activities and supplying truthful and precise Information in a clear way regarding the statement of assets and liabilities, economic and financial standing.
An effective internal control and risk management system contributes to a management of the company which is consistent with the corporate objectives. The Group has also the responsibility of disseminating at all levels a culture of awareness that controls exist and that it is oriented towards carrying out such controls.
Within the scope of their responsibilities, and especially relation to their specific duties, all the members of the staff are required to take part in the creation and implementation of an effective corporate control system.
The control an supervisory bodies, A2A's Internal Audit unit and the auditing company are granted with free access to the data, to the documentation and to any information useful for carrying out their specific duties.
Reports from Stakeholders
All stakeholders may report, in writing and also in an anonymous manner and using the reserved Information channels specifically set up for such purpose, any violation or suspected violation of the Code to the Supervisory Body, which examines the notification, and may also hear both reporting party and the person(s) responsible for the alleged violation.
If the report is not directly addressed to the Supervisory Body or the Internal Audit unit, its addressees (officers, employees, members of corporate bodies, A2A supervisory body, supervisory bodies of the Group companies, audit companies) timely forward to the Internal Audit unit the original copy of whatever they received, adopting suitable operative procedures for ensuring an appropriate degree of confidentiality and for safeguarding the effectiveness of the assessments and the honour of the concerned persons. The Internal Audit unit shall receive, also, any documentation related to the reported facts, for its review.
By way of example the following shall be reported:
The reports can be submitted by following the procedure below:
Verbal report to Internal Audit or the concerned Supervisory Body
Ordinary mail to the address:
Organismo di Vigilanza A2A S.p.A., Corso di Porta Vittoria 4, 20122 Milan
or Internal Audit A2A S.p.A., Corso di Porta Vittoria 4, 20122 Milan
Email: firstname.lastname@example.org or email@example.com
1. Legislative Decree no. 231/2001 and relevant legislation
The Legislative Decree, 8 June 2001 no. 231 (hereinafter, “Legislative Decree no. 231/2001” or the “Decree”), implementing the delegated power conferred to the Government by Article 11, Act 29th September 2000, no. 300, is known as the legal framework governing “Corporate Liability for White Collar Crime”, and applies to corporations with legal personality and companies and associations regardless of whether they have legal personality.
The Decree owes its origins first and foremost to international and EC conventions ratified by Italy which provide for the compulsory institution of a form of liability for collective corporations in relation to certain types of crime; in fact, such corporations can be held “liable” for certain unlawful acts, whether committed or attempted, including in the interests or to the advantage of members of top management of companies (persons in the so-called “white collar” positions) as well as those responsible for directing or supervising them. (article 5, para. 1, of Legislative Decree no. 231/2001)
Administrative liability of corporations exists independently of criminal liability associated with natural person who perpetrates the unlawful act itself; it does not replace, rather it supplements the individual liability of person who has committed a crime.
Nonetheless, liability is excluded if the corporation concerned has, among others, adopted and effectively implemented prior to the commission of the crimes, organisational models, appropriate management and controls aimed at preventing the commission of the crimes themselves; these models can be adopted in the form of codes of conduct (guidelines) developed by the associations representing the corporations, such as Confindustria, and communications issued by the Ministry of Justice. In the punishment of certain unlawful criminal acts, the Legislative Decree 231/2001 also implicated the assets of corporations that have taken advantage of the situation. For all unlawful acts that have been committed, a pecuniary penalty is always foreseen; for the most serious cases, prohibitive measures are also foreseen such as suspension of even revocation of permits granted, and the prohibition on concluding agreement with the public administration, the prohibition on conducting business activities, exclusion from or revocation of financing and contributions, the prohibition on advertising goods and services.
Administrative liability is in any case excluded if the “white collar” directors and/or their subordinates have acted exclusively in their own interests or those of third parties.
As regards specific types of crime to which the framework in question applies, the subject is dealt with in greater detail in Annexe A.
2. Codes of conduct drawn up by associations representing corporations
Article 6, para. 3, of Legislative Decree no. 231/2001 states that “organisational and operational models can be adopted, thereby guaranteeing the needs set forth in para. 2, on the basis of codes of conduct drafted by associations representing the corporations, sent to the competent Ministry of Justice, which together with the competent Ministries may formulate its observations on the models aimed at preventing crimes within thirty days”.
In the Model prepared for present purposes, the Company drew its inspiration from the Confindustria Guidelines, in addition to the Codes of Conduct of the major representative associations and best practices relating to the various areas of activity. Any divergence from the specific points set forth in the Confindustria Guidelines are based on the need to adapt the organisational and operational models to the activities actually carried out by the Company and the context in which it operates.
3. Extending the principles laid down by the Model
According to the Steering and Coordination letter sent by the Holding Company to its Subsidiaries, the Holding Company draws up the Group Code of Ethics and defines the policies to be followed in relation to the organisational and operational models, as set forth by Legislative Decree 231/2001.
Moreover, A2A will send its own Model as approved by the Management Committee to its subsidiaries in the manner it considers most appropriate - or a document containing the so-called General Principles of the Model (abstract) which have to serve as the basis of the subsidiaries’ own organisational models – and any later amendments to the same.
These companies may adopt, upon deliberation of their own boards of directors, and taking responsibility for the same, organisation, management and control models pursuant to the intents and purposes of Legislative Decree no. 231/2001, base don the so-called General Principles of the Model referred to, and the “Guidelines for the extension of the Organisation, management and Control Model, ex Legislative Decree no. 231/2001 for Subsidiary Companies”.
The subsidiary companies of the Group communicate any difficulties they have in making their own Model comply with this Organisation, management and Control Model to the Supervisory Body of the Holding Company.
The Company, as the Holding Company, has the power to verify the conformity of the Models of the subsidiary companies with the criteria communicated to them by means of the aforementioned “guidelines”.
Until they adopt their own Models, the companies in the Group ensure that crimes are prevented by taking appropriate organisational and internal control models.
1.1 The function of the Model
A2A intends to confirm and disseminate a corporate culture dedicated to:
- lawfulness, since no illicit behaviour, whether carried out in the interests or to the advantage of the company, can be considered as part of the policies adopted by the Company;
- controls, which compulsorily relate to all phases of decision-making and operational stages of corporate activities, in the full knowledge of the risks incurred by committing crimes.
The attainment of the aforementioned aims is transformed into reality thanks to a coherent system of principles, organisation, management and control procedures and measures implementing the Model which the Company has drawn up and adopted in the light of the aforegoing considerations. This model has among others the objectives of:
1.2 Structure of the Model
The document for the Model is structured as follows:
(i) in the General Part, which describes the applicable legislative framework governing the overall functioning of the organisation, management and control system adopted for the prevention of the commission of the crimes taken into consideration;
(ii) in the Special Parts, aimed at integrating the content of the General Part with the description relating to:
– the types of crimes referred to in the Decree taken into consideration by the Company on account of the characteristics of the activities it carries out;
– the sensitive processes/activities with respect to the crimes referred to in the previous point and which are present in the corporate structure and related control standards.
1.3 Relationship between the Model and the Code of Ethics
To complement the control instruments foreseen within the framework of the aforementioned Legislative Decree 231/2001, the Company has drawn up a Code of Ethics as an expression of the company philosophy, which has the primary objective of satisfying to the best of its ability the needs and expectations of the stakeholders (e.g. employees, clients, consultants, suppliers) of the Group. The Code of Ethics therefore has the aim of fostering and promoting a high standard of professionalism and avoiding conduct that is contrary to corporate interests or those protected by the law, or for that matter the values espoused by the Company and the Group it is part of, and intends to promote.
The Code of Ethics refers to components of the corporate bodies, all its employees regardless of their rank in the Group and all those who, whether permanently or temporarily, interact with the Group.
The Code of Ethics therefore has to be considered as an essential basis for the Model, as together, they form the systematic matrix of internal standards aimed at disseminating a culture of ethics and corporate transparency which is an imperative component of the control system; the rules of conduct contained therein complement one another, even if the two documents have different aims:
- the Code of Ethics is adopted autonomously and is applied generally by the Company with the aim of expressing the principles of its own “corporate ethics”, which moreover, everybody abides by;
- the Model, on the other hand, is an expression of the specific requirements of the Decree aimed at preventing the commission of specific types of crimes (even if commission of the same is apparently to the advantage of the company, they may lead to the administrative liability pursuant to the provisions of the Decree itself).
2.1 Functions and Powers
The Supervisory Body has independent powers of initiative, intervention and control that extend to all sectors and functions of the Company, which, moreover, have to be exercised with the aim ensuring the efficient and timely performance of the functions foreseen by the Model and the rules implementing the same to ensure effective and efficient supervision of its functioning and compliance with the Model in accordance with the terms of article 6 of Legislative Decree no. 231/2001.
The activities conducted by the Supervisory Body cannot be subject to the control of any other body or Company functions. The verification and control activities carried out by the Body are in fact strictly related the objective of ensuring that the Model is efficiently implemented, and cannot supplement or replace the institutional control functions of the Company.
More specifically, in order to fulfil its own functions, the Supervisory Body is entrusted with the following tasks and powers:
In the performance of its own activities, the Supervisory Body (SB) may avail itself of the support of Organisational Units and internal structures of the company that are specifically competent in the company sectors from time to time subject to control.
In general the SB liaises with the Organisational Units of the companies concerned on all aspects relating to the implementation of operational procedures implementing the Model.
All information, notifications, reports, and statements foreseen by the Model are kept on record by the Supervisory Body in a special archive (computerised or on paper) for a period of at least 10 years
2.2 Information Statement for the Supervisory Body
The Supervisory Body has to be immediately informed of any acts, conduct or events that could lead to a violation of the Model, or which, more generally, are significant from the perspective of making the Model more effective and efficient.
All addressees of the Model send the Supervisory Body any information that is helpful in assisting it in verifying that the Model has bee correctly implemented. In particular:
In such instances, the following general provisions apply:
The obligation to provide information about any conduct that is contrary to the provisions set forth in the Model forms part of the general duty of care and obligation of loyalty to the employer. The correct performance of the obligation to provide information by the employee cannot lead to disciplinary sanctions being taken against the same.
The Company adopts appropriate and effective measures to ensure that confidentiality is always maintained regarding the identity of the persons who furnish information to the Body that is helpful in identifying conduct contrary to that foreseen by the Model, the procedures adopted to implement the same and the procedures set up by the internal control system, without prejudice to any obligations arising at law and the protection of the Company’s rights or persons wrongly accused and/or in bad faith.
Any form of reprisals, discrimination or penalisation of those who make notifications to the SB in good faith is forbidden. The Company reserves the right to take any action it deems appropriate against any person making false notifications acting bad faith.
In order to enable the provisions set forth in this paragraph to be complied with in good time, an email address have been set up, which is firstname.lastname@example.org .
Notifications can be orally or sent to the following address: Supervisory Body A2A SpA
Corso di Porta Vittoria 4
Notifications are kept on record by the SB in one of the ways specified by the SB Regulation.
Article 6, para. 2, lett. e) and article 7, para. 4, lett. b) of Legislative Decree no. 231/2001 require, as a condition for the efficient implementation of the organisation, management and control model, the introduction of an appropriate disciplinary system that punishes failure to comply with the measures set forth in the Model itself.
Therefore, the definition of an appropriate disciplinary system constitutes an essential pre-requisite endorsing the very raison d’etre underlying the organisation, management and control model pursuant to Legislative Decree no. 231/2001 with regard to administrative liability of corporations.
The sanctions foreseen will be applied to each violation of the provisions set forth in the Model regardless of whether a crime has been committed or any criminal proceedings that are under way or the findings of the same, instituted by a judicial authority.
The sanctions foreseen for violations of the provisions set forth in the Model are also applicable in the event of violation of the provisions of the Code of Ethics.
Once the Supervisory Body has received a notification and carried out appropriate checks, it formulates a proposal relating to the measures to be adopted and commences its own assessment with respect to the competent company management departments based on the disciplinary system, which will make a decision as whether to adopt and/or amend the measures proposed by the Supervisory Body, activating the company departments/units that are competent from time to time in relation to the effective application of the measures
In order to ensure that the Model is effectively implemented, A2A guarantees the correct dissemination of the contents and principles of the same both inside and outside its own organisation.
The aim of the Company is to send the contents and principles of the Model to parties, who, despite not having a formal position as an employee of the same – contribute, including on a non-continuous basis – towards the attainment of the company objectives on the basis of contractual relationships with the same.
In fact, parties with representative, administrative and management functions in the Company or one of its organisational units with financial and operative autonomy are addressees of the Model, as well as nay persons who actually carry out management and control of the Company, and persons who are subject to the management or supervision of one of the aforementioned parties (for the purposes of article 5 Legislative Decree no. 231/2001), and more generally, anyone who contributes to the attainment of the aims and objectives of the Company. The members of the corporate bodies are included among the addressees of the Model, as well as parties involved in the functions of the Supervisory Body, employees, collaborators, external consultants and partners.
In fact, the Company intends to:
- instil awareness in all those who act in its name and on its behalf in the area of “sensitive” activities, that they could Decree commit, in the event of violation of the provisions contained herein, an unlawful act that is liked to be subject to sanctions;
- inform all those who, for whatever reason, operate in its name and on its behalf, or in any case in its interests, that any violation of the provisions set forth in the Model will result in the application of related sanctions or termination of their contractual relationship;
- reiterate that A2A will not tolerate unlawful conduct of any type whatsoever, and independently of its aims, insofar as such conduct (including in cases where the Company would Decree apparently benefit from the such) is contrary to the ethical principles that A2A intends to abide by.
Communications and training activities are diversified depending on the addressees concerned, but in any case, they are guided by the principles of completeness, clarity, accessibility, and continuity in order to allow the various addressees to be fully aware of the company provisions they are obliged to comply with and the ethical standards that should Decree guide them in their conduct.
These addressees are required to attentively observe all the provisions of the Model, including on account of their obligation of loyalty, correctness and diligence that is born out of the legal relationships they have entered into with the Company.
Communications and training activities are supervised by the Supervisory Body, which also is entrusted, among others, with the task of “promoting initiatives to disseminate awareness and understanding of the Model, as well as training and sensitising personnel about complying with the principles set forth in the Model” and “promoting communications and training interventions relating to the contents of Legislative Decree no. 231/2001, and the ramifications of the legislation on the company activities and conduct"