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ETHICS

Code of Ethics

With the aim of ensuring constant respect for integrity and ethical values by all the personnel, the Board of Directors of A2A S.p.A. approved, at its meeting on 31 May 2018, the updating of the Code of Ethics of the A2A Group, binding on all recipients, aimed at the propriety and integrity of conduct – at the personal and collective level - both in the working activity and in relations with colleagues, as well as relations with third parties.

 

Code of Ethics                      Anti-Corruption Policy

A2A S.p.A. (hereinafter, “A2A”) is the multi-utility created on 1 January 2008 from the merger amongst AEM S.p.A., Amsa Holding S.p.A. and ASM Brescia S.p.A.

A2A carries out industrial operations in the field of electrical production, along with other business lines, and serves as the parent company for its holdings, exercising activities of direction and coordination over the subsidiaries (hereinafter, “Companies”).

The A2A Group (hereinafter “Group”) handles, in particular:

  • electrical-market production and sales
  • purchasing and sales in the gas market, and production and marketing of heat using tele-heating and heat-management services
  • electrical-distribution of electrical energy, gas distribution, and the management of the integrated water cycle
  • management of renewable-energy plants
  • waste collection, processing, salvage and disposal, street cleaning, and environmental services in general.

The Group strives for a high level of service, striving for 100% stakeholder satisfaction. Each and every initiative is framed through a lens of sustainable development, excellence in the fields of energy, environmental services, tele-heating, and networked services (hydraulic cycle, electricity, gas), keeping pace with trends, competition, and an increasingly complex national and global landscape.

The values on which Group activity is based are:

  • Respect for the fundamental rights of man – maintain a professional relationships with all stakeholders, geared toward the respect for the dignity and fundamental rights recognised by national and supra-national law to all mankind.
  • Excellence in results – reaching goals and providing customer satisfaction through skill and determination, giving credit where credit is due
  • Responsibility – pledging to do one’s best, taking responsibility for one's own actions
  • Team spirit – overcoming obstacles through cooperation, a shared vision, and a focus on the individual
  • Innovation – tackling change and evolution through brainstorming, flexibility, and thinking outside the box
  • Sustainability – keeping an eye on the impact of one’s choices on the environment and on the community.

A2A is a member of Global Compact, the United Nations initiative for promoting the culture of business citizenship, which encourages companies throughout the world to create an economic, social and environmental framework able to ensure a sound and sustainable world economy, allowing everyone to reap its benefits.
The A2A Group observes and promotes the universal principles of the four focus areas of the Global Compact: Human Rights, Labour, Environment, and Anti-Corruption
A2A has incorporated the “comply or explain” standard set forth in the Self-Governance Code of Italy's publicly traded companies, as well as Recommendation 2014/208/EU of the Commission of the European Union on the “Quality of corporate governance reporting (“comply or explain” standard) of 9 April 2014.
Although adherence to that standard is recommended only for publicly traded companies with respect to their governance documents, the A2A Group has broadened its scope to a more general application, including for those companies that are not publicly traded.
Therefore, A2A’s operations scrupulously abide by the principles contained in their own Self-Governance Code with respect to corporate governance, and in terms of ESG; for any deviation from such standards, A2A pledges to provide justification.

The present Code of Ethics (hereinafter, the “Code”), approved by the A2A Board of Directors, aims to define those fundamental ethical principles, the rules of conduct, as well as the responsibility the Group recognises, respects, and takes on as a cardinal value, binding on all recipients of the same.

The Code thus identifies the prerequisites needed to ensure business operations adhere to standards of ethics, transparency, diligence, honesty, mutual respect, loyalty, and good faith. This is done with a view toward safeguarding the interests of stakeholders, and to ensure an efficient, trustworthy and ethical manner of working. This work ethic is not only law-abiding, it hews closely to those ethical standards deemed sufficient, necessary, and imperative to operate in the market, with respect both to activities undertaken in Italy, as well as those carried out in other countries, and the related interactions with business owners, companies, as well as national and international institutions.

Moreover, particular attention is placed on acknowledging and fostering the dignity, liberty, and equality of mankind, the protection of labour and the freedom of unions, the protection of health, safety, the environment, the safeguarding of biodiversity, as well as the set of values and principles relating to electricity and sustainable development, as promulgated by the institutions and in international treaties.

Any type of discrimination, corruption, slave or child labour is disavowed. In that respect, the Group works within the reference framework of the Declaration of the Universal Rights of Man, the fundamental treaties of the ILO – International Labour Organization – and the OCSE Guidelines for Multinational Companies.

A2A operates in accordance with this fundamental principle: human dignity is an inalienable right, which shall be respected and protected (Art. 1 Charter of the Fundamental Rights of the European Union). Thus, A2A pledges it shall provide all personnel with a positive and stimulating work environment, ensuring all employees recognition and respect for their dignity, their rights, their cultural and personal background, striving at the same time to create a strong group culture.
A2A group takes steps to ensure such standards are disseminated as far as possible, both inside and outside the company walls. To that end A2A undertakes to carry out projects aimed at supporting those who find themselves in economically and socially vulnerable positions.

The Code presumes compliance with applicable law, as well as adherence with the voluntary codes the Group has decided to follow, as well as precise compliance with all company rules and regulations. Moreover, the Group is determined to carry out its own operations in full compliance with Italian law, as well as that of any country in which it operates (be it directly or in association with other businesses); to wit, the Group pledges to conform its operations to the provisions of Legislative Decree no. 231 (8 June 2001) (hereinafter, the “Decree”), as subsequently amended.

Therefore, the Code, which is to be considered an integral part of the Organisational, Management, and Control Model generated by A2A and the Group companies, constitutes the basis for the preventative-control system under such Decree.

Governance and supervision regarding compliance with the Code is entrusted to the Supervisory Board appointed pursuant to the Decree.

The set of ethical principles, values, and rules of behaviour set forth in the instant Code shall inform the activity of all those working either inside or outside the Group’s sphere of action (hereinafter, the “Recipients”).
Examples of these include but are not limited to:

  • Members of the Board of Administration shall hew to the principles of the Code as they set company objectives;
  • Members of the Supervisory Board shall ensure compliance with and observance of the Code's content in the exercise of their duties;
  • Executives shall provide concrete evidence of those values and principles contained in the Code, bearing the responsibility for the same both internally and externally;
  • Employees, in accordance with applicable law, shall conform their actions and behaviour to the principles, objectives, and undertakings set forth in the Code;
  • Associates (consultants, agents, etc.), vendors and trade partners interacting with the Group on an ongoing basis shall conform their conduct to the guiding principles of the Code.

The Code shall apply to activities carried out by the Company and by the Group abroad, albeit whilst taking into account the regulatory, social, economic, and cultural differences of that context.
The Group pledges to ensure dissemination of the Code inside and outside the company through:

  • Distribution to all members of the corporate bodies, and to all employees
  • Posting in a location accessible to everyone, and posting to the company’s intranet
  • Making the Code available to consultants, vendors, and trade partners on the website.

Recipients’ duties

All actions, operations, transactions, and generally all conduct by Recipients as they carry out their job duties shall be distinguished by honesty, ethics, integrity, transparency, lawfulness, straight-forwardness, and mutual respect as well as a willingness to take part in inspections and controls pursuant to applicable law and internal regulations.
All activities shall be undertaken with diligence and professional care. Each Recipient shall provide professional support commensurate with the duties assigned to him/her, and shall act in a way that safeguards the Group's prestige.
All Recipients shall be required to abide by, and to the extent their duties require it, have others abide by, the principles contained in the Code. Under no circumstances can the end of “acting in the Company or Group's interest” justify a means that conflicts with appropriate conduct as defined herein, and more generally with any law, regulation, or rule.

Conflict of interests 

Any conflict-of-interest situation (between personal or family economic activities, and company position or office on a company board held) shall be avoided.
Conflict-of-interest scenarios shall include but not be limited to:

  • Economic and financial interests (be they direct or through a family member) with any vendor or competitor;
  • Accepting money, gifts (except as common courtesy requires, and provided the value is de minimus), favours, or other benefits of any kind from persons, companies, or entities that are presently, or who intend to be, in a business relationship with Group Companies;
  • Exploiting one’s own company position to pursue personal interests, regardless of whether they conflict with the interests of the Group;
  • Consummating, perfecting, or entering into negotiations and/or contracts - in the name of, and/or on behalf of Group Companies - with one’s own family members or business partners, or a legal entity in which Recipient has any type of stake;
  • Exploit, to one’s own personal advantage, any “price sensitive” information or business leads one accessed in the course of one’s duties within the Group.

The following shall always be observed:

  • Avoid all situations and activities in which a conflict of interest with the Group might arise, or which might interfere with one’s ability to make unbiased decisions in the company’s best interests and in full compliance with the principles and contents of the Code
  • Generally, carry out one's functions and responsibilities exactly as assigned.

The Company has implemented internal regulations to ensure transparency and ethics - both substantive and procedural - of all transactions with related parties.

Protecting company assets

Each Recipient shall be required to safeguard company assets, taking proper care of all company real property and moveable property, technological resources, and IT supports, equipment, company products, information and/or know-how of the Group.
To wit, each Recipient shall:

  • Use company property according to company policies, abiding scrupulously with all security programmes intended to prevent the unauthorised use or theft of the same;
  • Avoid improper use of company assets that might damage or reduce the efficiency of the same, or in any other way that conflicts with Group interests;
  • Keep all sensitive information regarding the Company and/or Group strictly confidential, avoiding disclosure to any third party;
  • Scrupulously abide by the company-security policy in order to avoid compromising the functionality and protection of IT systems;
  • Refrain from sending threatening or harmful emails; do not use impolite or unprofessional language; refrain from making inappropriate comments that might offend a person and/or tarnish the company’s image;
  • Keep one’s personal password and access code to the company databases safe; do not disclose these to any unauthorised third party;
  • Personal use of company software, or any assigned equipment, is strictly prohibited.

Each Recipient is responsible for the safekeeping of any equipment or resource assigned him/her, and shall promptly notify his/her direct supervisor of any potentially damaging event.

Safeguarding the Group's image

The Group's good reputation and/or image is an essential intangible resource.
Recipients undertake to act in compliance with the principles set forth in the instant Code in all relationships amongst colleagues, customers, and third-parties in general, behaving in a decorous manner that aligns with standards of similarly situated - in terms of size and standing - corporate groups.

The term “stakeholders” means those parties directly or indirectly involved in Group activities who have some type of interest with respect to the decisions, strategic initiatives, and potential actions taken by the Company itself, and by the Group.

Therefore, the Stakeholder category would include (but not be limited to): employees, customers, shareholders, members of the community, agents, associates under any contract, vendors, financial and/or commercial partners, regional institutions, industry associations, environmental groups, and more generally any stakeholder with a stake in Group activities in Italy and abroad.

Ethics in interactions with such parties is an unwaivable objective for the Group, as the primary imperative for the Code, as well as a condition apt to promote, amongst other things:

•    Shareholders’ choice of investment
•    Customer loyalty and trust
•    Trustworthiness of vendors, external associates, and commercial partners
•    Continual improvement of relationships with the human resources who lend their talents to the Company and to the Group
•    Development of a positive dialogue with the local community and institutions
•    Interactions with the Public Administration, managed through transparency and ethics
•    Interactions with Authorities, managed in a spirit of cooperation
•     Truthfulness and accuracy in information provided to the press, and generally, avoidance and prevention of any unlawful offence or crime, especially with respect to those set forth in the Decree.

For that reason, the behaviour of all Code Recipients toward Stakeholders shall be undertaken in a manner that accords with the Code’s principles.

Rules of conduct with respect to the market and to shareholders

Corporate Governance
Parent Company A2A S.p.A., following amendments to the bylaws approved by the Shareholders Assembly on 13 June 2014, changed its previous governance model (the “dual administration and control model”) and moved towards a “traditional” administration and control model with the appointment of a Board of Directors and the Board of Statutory Auditors.
A2A has subscribed to the Self-Governance Code of publicly traded companies promoted by the Italian Stock Exchange (Borsa Italiana S.p.A.) and has adopted procedures that ensure compliance with the proper management of confidential information.
The Group takes care to ensure constant growth in shareholder investment value, managing company assets pursuant to the principles of professionalism, diligence, and prudence as set from time to time, and as needed to satisfy market conditions and applicable law.
The Group ensures compliance with applicable rules in interactions with related parties.

Transparency and accessibility of information
The Group recognises equal rights and dignity to all its shareholders. Aware of the importance they play, the Group believes it crucial that they be able to participate in decisions falling under their aegis, and to make informed choices on the same.
To that end, the Group pledges to provide prompt, straight-forward, correct, and complete information to all shareholders (include prospective ones), implementing tools to allow for connection and dialogue consequent to regulations for publicly traded issuers, from regulated exchanges, and in accordance with best market practices:

  • On www.a2a.edu, A2A makes available its key corporate documents, especially press releases and market disclosures of company earnings and strategies, periodic accounting documents, and the annual corporate-governance report.
  • A2A also produces periodic seminars and conferences for the financial community both in Italy and abroad.

External economic-financial disclosures
Interactions with the financial community and investors shall only be undertaken by designated parties, that is, Investor Relations, Finance Director, Chief Financial Officer (or Designated Executive) and Company Management. The main objective consists in favouring and promoting proper comprehension, on the part of the financial community, of the Company’s economic-financial situation, as well as an assessment of the issued financial instruments, through an active, transparent, prompt, ongoing, correct, and non-discriminatory line of communication.
For any company disclosures disseminated in the market and related to accounting information (including mid-year disclosures, such as intermediate management report, disclosures made pursuant to Art. 71 of the Issuers Regulations, prospectuses), the Designated Executive shall warrant - in writing pursuant to Art. 154-bis, paragraph 2, of the Consolidated Income Tax Act - the correspondence to documented earnings, and the accounting ledgers and entries in the records.
Internal Recipients of the instant Code shall not, therefore, provide information to the financial community absent the aforementioned written authorisations.
Regardless, Company disclosures and notices intended for dissemination outside the company shall be accurate, truthful, complete, transparent, and standardised.

Internal management and external disclosure of confidential information
A2A ensures proper management and protection of confidential information, safeguarding the accuracy, completeness, and retention thereof, in accordance with applicable law.
A2A is equipped with a procedure for internal management and external disclosure of confidential information. The aim is to maintain the secrecy of such information, ensuring at the same time that the disclosure to the market is provided in a clear, complete, understandable, and compliant manner in terms of ensuring informational symmetry.
A2A Group intends to promote businesses placing greater focus on the value of confidential information in its possession, thereby stimulating the formation of suitable internal modalities regarding the circulation and monitoring of such information.
A2A Group intends, at the same time, to facilitate the carrying out of supervisory activity by Consob, and compliance with applicable law to protect market integrity.
Confidential information shall include but not be limited to those referring to economic and financial data, projects, acquisitions, mergers, and commercial strategy relating to Group activities, and generally all information that might be deemed potentially “price sensitive” under laws applicable to publicly traded issuers under Legislative Decree no. 58/98. Furthermore, with reference to disclosures deemed “internal dealing” under Art. 114, paragraph 7 of the Consolidated Law on Financial Intermediation, and related implementing provisions, parties in positions of administration, control, or direction in a publicly traded issuer or a significant holding of the same, and executives with regular access to confidential information who have authority to make management decisions that might impact the evolution or prospects of the publicly traded company or in any significant holding thereof, as well as any person who holds a stake at or above 10% in the publicly traded issuer, as well as any other party who controls the publicly traded utility, known as “relevant parties”, shall disclose - to Consob and to the public - any transactions in shares issued by the issuer or other related financial instruments they have carried out, be it directly or through a “straw person”.
To those who have access to such information, a restriction is in place against using them to sell A2A shares, or shares of any publicly traded company whose performance might be influenced by A2A. In order to ensure the utmost transparency, A2A has implemented a procedure regarding internal dealing, and management of the Register of persons with access to confidential information, in accordance with international best practices.
Recipients shall be restricted from spreading false information, or undertaking any simulated transaction or other subterfuge intended to trigger an appreciable change in the price of any financial instrument, whether publicly traded or not.

Correct information and management of accounting entries  
The Group ensures, including through training activities, that its own executives, employees, and associates are cognizant that they must always operate in accordance with the principles of truthfulness, completeness, and timeliness of all information, both inside and outside the company.
In light of such principles, each operation or transaction shall be correctly and timely identified and recorded in the company’s accounting system as required by law and applicable accounting principles; each operation or transaction shall be authorised, verifiable, lawful, consistent, and fitting.
Behaviour that might prejudice the transparency and tracking of information in the financial statements shall be strictly prohibited.
A2A acknowledges and fully supports the constitutional principle set forth in Art. 53 of the Italian Constitution, pursuant to which the payment of taxes is a civic duty of solidarity, consisting in the sharing of public expenses based on one’s own ability to pay. The Group thus ensures compliance with applicable law in Italy - and in foreign countries, where applicable - with respect to fiscal and tax regulations, and undertakes to provide prompt notice to the Tax Authorities of any information required by law, by the deadline set for the same, in order to ensure the proper determination of taxes.
A2A Group eschews any form of tax evasion, or the facilitating of tax evasion.  

Rules of conduct with respect to vendors, external associates

The Group's professionalism and diligence characterise the selection of lines of action to follow, the methods through which to identify and launch projects, as well as the vetting of vendors and external associates (including consultants, agents, etc.) as from time to time sourced, organising forms of collaboration and mutual exchange, and delegating a portion of its business operations to be handled by the latter.
Any professional or sales-related support shall be performed with professional diligence and care; it must at all times align with the standards of professionalism and responsibility that are the hallmarks of the Group, with the requisite care and precision required to ensure respect for, and the dissemination of, the Group's prestige and reputation.
The Group bans all forms of corruption, unlawful favours, collusion, currying favour, granting of material and immaterial benefits and other advantages aimed at influencing or remunerating representatives of institutions or their relatives, and Group employees.
External vendors and associates are chosen using a vetting procedure that complies with applicable law, and is geared towards the ongoing pledge of transparency, competition, and efficiency.
To that end, executives and employees who head up company functions/departments taking part in such processes shall, in particular:

  • Comply with internal procedures for the selection and management of interactions with external vendors and associates;
  • For all properly qualified participants, grant equal opportunity to participate in the vetting process
  • Verify, including through proper documentary review, that they have the proper means - including finances, organisational structure, technical capacity, and experience, as well as quality-control systems - sufficient to meet the needs, whilst respecting the image of, the Company and the Group
  • Verify compliance with labour regulations, including for child labour, and occupational health and safety.

Group companies pledge to take steps to ensure to all suppliers of financial resources and services that the Group will honour the duties assumed, safeguard and protect the confidentiality of any trade secret, demanding the same ethical compliance from their counterparties during their course of dealing.
External vendors and collaborators shall subscribe to all contractual documentation submitted by interested Group Companies which includes the duty to comply with the principles that have inspired the Code, as well as other voluntary rules of conduct that Group Companies have generated and disseminated for such purpose, and which contemplate the undertaking of specific action for any breach of the same. Vendors and commercial partners are called upon to adhere to the objective of attending to needs of the region, of the local communities, and of customers which distinguishes Group Company activities.
The vetting of vendors and external collaborators, as well as the related contracts, shall be distinguished by transparency and a lack of ambiguity. Vetting shall be performed in writing. Different rules, in violation of what is contemplated in contractual documents, may not in any way prevail over the same, nor in any way bind the Group Companies.
The execution of activities by vendors and external collaborators - whether they are called upon to liaise with company employees, or to work as independent contractors - they shall be respectful of the procedures aimed at ensuring occupational safety and health.
The Group shall notify vendors and external associates of the content of the instant Code, by making it available to the same.


Rules of conduct with respect to commercial partners

Group Companies shall develop partnership relationships with counterparties with proven reputation and expertise, conducting such interactions in accordance with applicable law and the principles of the instant Code.
Group Companies shall promote transparent and cooperative relationships with these partners, striving for synergy, and undertaking not to exploit any dependency or weakness on the part of the counterparty, expecting the same consideration in return.
Commercial partners shall subscribe to all contractual documentation submitted by the Company which includes the duty to comply with the principles that have inspired the Code, as well as other voluntary rules of conduct that the Company has generated and disseminated for such purpose, and which contemplate the undertaking of specific action for any breach of the same.

Rules of conduct with respect to customers

The Group shall undertake its operations in accordance with the rules of the free market, and the criteria of efficiency, efficacy, and cost-savings, as well as to ensure the meeting of all universal-service encumbrances, as applicable.
The Group believes customer loyalty and trust to be a hallmark of the company, and a measure of its goodwill in the market. The protection and cultivation of these values creates accessible lines of communication, ensuring complete, straight-forward information, as it cultivates relations with consumer-advocacy groups, and a variety of needs.
The Group has identified contractual rules, applicable to its customers, which are both transparent and aligned with the regulations aimed at protecting consumers by introducing dispute-resolution tools that are easily accessible, and aimed at finding a prompt solution, which includes participation in conciliation programmes administered by independent entities and associations.
The Group ensures that those designated to interact with customers and consumers are properly trained and educated regarding the Code, and that they receive sufficient instructions in order to carry out their work with diligence and professionalism, in accordance with defined procedures aimed at optimising information and customer satisfaction.
The Group recognises the importance of operating in a competitive market, compliance with EU free-market and competitive principles; therefore, behaviour and/or operating practices from that might engender practices that harm and/or chill competition shall be strictly prohibited.
To that end, executives, employees, and associates shall not take part, on the Group’s behalf (unless expressly deputised to do so) in agreements or discussions with any current or potential competitor regarding:
a) prices or discounts
b) terms or conditions relating to services rendered by the Company and by competitors
c) profits, profit margins, or costs
d) production systems for services rendered by the Company and by competitors
e) offers of corporate acquisitions and equity interests, or projects to offer such acquisitions
f) sales regions or markets
g) production and operational capacity
h) entry / exit from geographic markets or market segments

Rules of conduct for participating in calls for tender

When taking part in a call for tenders, the Group undertakes to:

  • Act in compliance with the principles of ethics, transparency, and good faith
  • To assess, during the call-for-tenders review period, the fitness and feasibility of the services requested
  • To provide all data, information, and notices requested during the participant-vetting phase, and which are functional to the competition being adjudicated
  • Should a supply agreement be involved, to entertain (with any designated civil servant) ethical and straight-forward interactions, eschewing any behaviour that might compromise the discretion of the designated civil servant
  • Should the Company be adjudicated the award, it shall, in interactions with the procuring entity:
  • Ensure negotiations and trade discussions occur in an ethical and straight-forward manner
  • Ensure diligent performance of all contractual duties

Confidentiality

Protecting trade secrets
Without prejudice to the transparency needed for operations as conducted, and the reporting duties imposed by applicable law, A2A Group employees shall ensure the confidentiality required by the circumstances surrounding each item of information accessed as part of one’s job duties.
Information, know-how and data acquired or processed on-the-job or pursuant to one's job duties belong to A2A Group, and cannot be used, disclosed or disseminated absent specific authorisation from one’s supervisor in the chain-of-command in accordance with applicable procedure.

Protection of personal data
“Personal data” means any information relating to a natural or legal person, entity or association - be they identified or identifiable, whether directly or indirectly - with reference to any other information.
In order to ensure the protection of personal data, the Group undertakes to process the same in a manner that respects fundamental liberties and rights, and the dignity of data subjects, with specific reference to the confidentiality, personal identity, and the right to personal-data protection.
The Group ensures that personal data shall be processed in a lawful and ethical manner as required by applicable law. To wit, the Group warrants that data processing shall be germane to the stated, pursued objectives (i.e. that personal data shall not be used for secondary purposes absent the data subject’s consent).

Rules of conduct in human-resource management

Personnel recruitment, hiring, training, and management
The Group recognises the central role of human resources in carrying out company operations; consequently, the Group implements procedures and methods of recruitment, hiring, training, and management marked by a respect for human values, autonomy, and responsibility of all workers, as well as the importance of enfranchisement and buy-in on an individual level geared towards reaching company objectives, and in the spirit of company values.
The Group's interest shall be to develop the potential of each employee or associate, promoting an environment, a set of operating procedures, and the organisation of job duties that are unwaveringly geared toward:

 

  • Respecting the personhood and dignity of each individual, including at the hiring stage; creating uncomfortable, hostile, or intimidating situations shall be strictly prohibited
  • Preventing discrimination, unlawful influence, and abuses of any kind
  • Promoting a spirit of innovation and entrepreneurship, to the extent permitted by one's job duties
  • Defining roles, responsibilities, delegations of authority, and access to information suitable to ensure each member of the organisation might make decisions falling within his/her span of authority in the Company’s interest

The Group promotes a culture and initiatives aimed at raising awareness within its ranks, and highlighting behaviours and contributions in terms of innovation with respect to issues tied to business development and the Company’s sustainable growth.

Personal integrity and protection
The group hopes that its own employees will provide meaningful contributions to a work environment that fosters mutual respect for the dignity, honour, and reputation of each person, and that they will intervene to put a halt to any harmful, discriminatory, or defamatory interpersonal conduct.
The Group has implemented an “Equal Opportunity and Workplace Equity Charter” intended to combat workplace discrimination in all its forms (whether based on gender, age, disability, ethnicity, religious faith, or sexual orientation) whilst pledging to celebrate diversity within the company's ranks, especially in terms of equality between men and women.
The Group demands that in internal and external work relationships, no harassment of any kind shall occur. Harassment shall include but not limited to the creation of a hostile work environment as against an individual worker or any group of workers, unreasonable interference with the work of another, or the setting of obstacles or impediments in the career trajectory of another.
Moreover, the Group demands that workplace relationships not give rise to harassment or to attitudes known as “hostile work environment” or “sexual harassment”, all of which are strictly prohibited.
An A2A associate who believes he or she has been subject to harassment or discrimination may report the matter to the company, in accordance with the procedure set forth in “Stakeholder Reporting”, who will then assess whether a violation has occurred.

Health, safety, environment
In accordance with the principle of respecting the person, and pursuant to any legal provision as may from time to time apply, the Group ensures the creation and the maintenance of a salubrious and safe working environment for all employees.
Workers shall contribute to safeguarding their own safety, and that of others, by abiding by the standards and regulations contemplated in that arena, and by promptly reporting to their supervisor any situation representing a danger to themselves or to another.
Each Recipient shall refrain from carrying out his/her job duties under the influence of alcohol or other mood-altering drugs, or any substance causing analogous effects, and shall refrain from consuming such substances on the job or in the workplace.
Any chronic alcohol or drug dependence that likewise impacts one's work performance, and which might disrupt the carrying out of the same, shall be deemed tantamount to the situations described immediately supra.
The Group pledges to suggest and support all social-welfare assistance contemplated for such circumstances within the labour contract.
As part of their own operations, the Group has pledged to support the development and wellbeing of the community in which it operations, pursuing the objective of reducing environmental impact through innovation and progress.

Rules of conduct in interactions with the Public Administration

Interactions with the Public Administration shall be marked by the utmost transparency and ethics.
Specifically, necessary interactions, in accordance with the roles and functions attributed by law, shall take place in the spirit of the utmost cooperation with the governments and administration of Italy and of other countries.
Interactions with civil servants shall be reserved to designated functions and offices as expressly delegated, in strict compliance with all laws and regulations. Such interactions shall never compromise the Group’s integrity and reputation.
To that end, offering - be it directly or through any intermediary - money or other benefit to a civil servant or government contractor, for the purpose of influencing such civil servant or contractor in the exercise of their duties, shall be strictly prohibited.
Such restrictions may not be side-stepped through the use of different types of contributions or payments which, under the guise of a sponsorship, position, engagement, advertisement, etc. have the same goal as those prohibited above.
Acts of common courtesy - such as promotional gifts and certain forms of hospitality - towards any representative of the Public Administration or any public official, shall be permitted provided they are customary and the value is de minimus, as long as they do not compromise the integrity, reputation, or judgement of the Recipient.
Regardless, such expenses shall always be authorised pursuant to specific internal procedures, and be properly documented.
By the same token, no executive, employee, or associate may receive gifts or favours, except insofar as common courtesy requires, and provided they are of de minimus value. That rule - governing promised/offered gifts as well as any received - shall apply even in those countries where offering gifts of higher value is the local custom.

Rules of conduct in interactions with private-sector individuals

A2A Group restricts all acts of corruption in any form.
Specifically prohibited are:

  • Offering, promising, giving, paying soliciting, authorising someone to give or pay, be it directly or indirectly, including through a strawperson, an economic advantage or other benefit to directors, general managers, executives designated to generate corporate financial documents, statutory auditors and liquidators, as well as any party in a managerial function, of any third-party company or private entity, or the Company itself;
  • Accept a request from, or solicitations from, or authorising/soliciting someone to accept, be it directly or indirectly, including through a strawperson, an economic advantage or other utility from any counterparty, when the intention is to induce the counterparty to carry out or refrain from carrying out an act in violation of the duties relating to their own office, or the duties of loyalty, even when the offer, promise, or solicitation is not thereafter accepted.

Rules of conduct with respect to the Authorities and Public Institutions

Authorities
The Group fully and scrupulously abides by all antitrust regulations and any provisions of market-regulation authorities.
The Group does not deny, withhold, or delay any information requested by the market-regulatory authorities in their role as inspectors, and collaborates actively along with its own directors, employees, and associates during any investigatory proceeding.
To ensure maximum transparency, the Group undertakes to avoid any conflict-of-interest scenarios with the employees of any such authority, or the family members thereof.
No executive, employee, or associate should ever presume to be able to ignore regulations promulgated by market-regulator or antitrust authorities, believing such action to be in the interest of the Company or the Group.
No one has the authority to issue orders or directives that conflict with that standard.
The Group recognises that, at times, doubts may arise regarding the proper construction of laws and regulations. In such cases, executives, employees, and associates shall solicit an opinion from the director of the implicated organisational function.

Institutions
Each interaction with State or international institutions can only be attributed to types of communication aimed at assessing the impact of legislative and administrative activity on the Group, to respond to informal solicitations of information, and audits (interrogatories, requests for formal opinions, etc.), or otherwise to make known a position on issues relevant to the Group.
To that end, the Group undertakes to:

  • Institute, without any type of discrimination, permanent channels of communication with all institutional interlocutors on an international, EU, and regional level
  • Represent the interests and positions of the subsidiary Companies in a transparent, stringent, and reasonable fashion, avoiding any type of collusive action.
  • In order to ensure the utmost transparency in interactions, institutional relations shall only take place through expressly deputised contacts.

Rules of conduct with respect to local associations and communities 

Local community
A2A's long-standing commitment to the local community derives from its experience in the service of local communities, and is grounded in an understanding that the services rendered by the Group, and its industrial activities, should have a heightened degree of interaction with the region, and a strong environmental vocation, and that there be a solid relationship between economic and social development, and the growth of the Group itself.
Institutional dialogue ensures the greatest understanding of the end-customer’s interests, and more generally, that of the local community; it allows for the identification of initiatives that align with Group principles, and which would gel with the communities hosting them.
The Group, therefore, ensures compliance with area needs, ongoing definition of sustainable development of infrastructures, the use of the most efficient and evolved technologies, investment in research and development, all of which allows for the definition of service delivery that is more and more in line with the needs of its clientèle, and the productivity of the business, not to mention sustainable from an environmental / energy-production point of view.
The dialogue with public or private institutions that represent the collective interests of the different local entities shall be marked by the utmost adherence to the Code's principles.
The Group pledges loyal, professional, and law-abiding (with respect to the adjudication procedures) participation to any grantor or procuring entity, and shall cooperate with the entity to perform precisely under the service agreement, submitting transparent and complete information by the deadlines set by the procuring administration itself.
Local entities represent a key, central reference point for the Group, in their roles as shareholders, grantor/procuring entities, parties issuing authorisations, and their communities constitute the clientèle to which Group services are directed.
The Group pledges, to the entity who carries out control functions over all or a portion of Group Company activities, their full support, instituting procedures to collect and manage information, responding to requests for data, and cooperating (including in a voluntary, consultative role) with the Administrations, in order to permit a constant evolution, and continual improvement of the regulated system.
The Group performs under service contracts in accordance with the principle of equality amongst grantors and procuring entities; therefore, the size, nature of the shareholder, restrictions arising from the need to maintain and develop the infrastructure shall not in any way condition proper discharge of its duties.

Interactions with political, union, and social organisations
The Group does not disburse contributions of any kind, be it directly or indirectly, to any political or union-related party, movement, committee, or organisation, nor to their representatives or candidates, be they in Italy or abroad, with the exception of any contribution due as a matter of law.
The Group refrains from any direct or indirect pressure, through its own executives, employees, or associates, as against any political or union representative.
Directors, executives, and employees in turn may not carry out political activity during the work day, or use any assets or equipment for such purposes; they must also make clear that any political opinion they might express to any third party shall be strictly their own, and which does not therefore represent the Group's opinion or orientation on the matter.
In interactions with other stakeholder-associations (e.g. industry associations, environmental organisations, etc.) no executive, employee or associate shall promise or pay any amount, promise or grant any in-kind or other benefit, or any other utility in their personal capacity to further the interests of the Group.
The A2A Group shall neither promote nor entertain any type of relationship with any organisation, association, or transaction in the pursuit of - be it directly or indirectly - any criminally or otherwise unlawful objective.
A2A Group furthermore censures Recipients participating in any form of illegal or subversive organisations, and repudiates any conduct which even merely facilitates the operations or plans for any organised crime, even where such facilitating conduct is necessary in the pursuit of a benefit.

Rules of conduct for managing grants and sponsorships

The Group may agree to provide a donation, provided the solicitation is from a nonprofit entity or association, or one of high cultural or philanthropic value, provided the utmost transparency is observed.
Sponsorships may involve social issues, the environment, sport, performing arts, visual arts, or culture.
If during the six months prior to the election of company directors, or at the time they take office (where the period is shorter) the overall amount of expenses incurred by the Group for any sponsorships benefiting any entity or association, including any regional public entity in the area implicated in that round of voting, shall not exceed the corresponding amount for the same period of the prior year, when an election was not being held.
The Group views transparency and equity in the donations and sponsorships it disburses to be fundamental, ensuring a sufficient level of control on the actual performance of the sponsored services.
The Group provides information on its sponsorships through its websites.

 

Directors and executives should be the first to make the Code's principles and contents manifest, with associates following suit. 

Implementation and supervision for the Code

Supervision regarding compliance with the Code is entrusted to the A2A S.p.A. Supervisory Board appointed pursuant to the Decree.
More specifically, the Supervisory Board is charged with the following duties, amongst others:

  • Promoting and supervising compliance with the Code, in order to avoid the danger of crimes sanctioned under the Decree being committed
  • Developing their own observations regarding ethical issues that might arise with respect to company decisions, and any alleged violations of the code reported to the Board
  • Providing operational support to A2A organisational units and Group companies in construing and implementing the Code as a constant point of reference for the proper conduct to be followed in the carrying out of one’s duties
  • Reviewing any news of potential Code violations, carrying out any enquiries as required
  • Reporting to any corporate body with authority over the matter any breach of the Code, suggesting the penalty to be meted out, and verifying the actual application of any sanctions assessed
  • Coordinating a periodic review of the Code, including through its own proposals for adjustments and/or updates
  • Raising awareness of the Code of Ethics through means such as an ad-hoc management education and training programme for Group Companies.

Internal-control and risk-management systems

“Internal-control and risk-management system” means the set of rules, procedures, and organisational structures aimed at allowing the identification, measurement, managing and monitoring key risks, for the purpose of ensuring compliance with the law, company bylaws, and company procedures, to protect company assets, to manage company affairs in an effective way, and to provide truthful, correct, and transparent information on the company’s equity, economic, and financial position.
An effective internal-control and risk-management system contributes to a company status in line with company objectives. The Group has a duty to cultivate a corporate culture - at all organisational levels - that is marked by an awareness of the existence of controls, and oriented towards the exercise of the control itself.
In terms of their duties - each as their specific span of authority requires - executives and employees shall be required to participate in the creation and implementation of an effective company internal-control system.
The control and supervisory bodies, the A2A Internal Audit function, and the auditing firm shall have free access to data, documentation, and all information useful for the carrying out of operations falling within their aegis.

Stakeholder reporting

All stakeholders may report - in writing, and autonomously if they choose - via specified, confidential channels, any violation or suspected violation of the Code to the Supervisory Board. The Board shall review the report, providing a hearing if necessary to the whistleblower and to the alleged perpetrator.
Should the report not be sent directly to the Supervisory Board, the recipients of the same (executives, employees, members of the corporate bodies, A2A supervisory board, Group supervisory boards, external auditing firm) shall promptly submit the original report to the Supervisory Board, taking all steps to ensure the proper confidentiality of the same, to safeguard the efficacy of all enquiries conducted, maintaining the honour of all implicated parties. Any documents relating to the reported incident shall likewise be submitted to the Supervisory Board, so that they might conduct all required reviews of the same.
The following non-inclusive list shall likewise be reported:

  • Any omission, misrepresentation, or false statement in the keeping of financial records, or in retaining documents on which the accounting entries are based
  • Any irregularity or malfunction relating to management, including in terms of resources from parties who entertain commercial relationships with the Company, and the method of rendering the services
  • Any proffers of gifts (above the de-minimus threshold) or compensation from parties with whom the Company has business relationships
  • Any orders received from a superior deemed to be a violation of the law, internal regulations, the Organisation, Management and Control Mode, or the instant Code.


Reports shall be sent as follows:

  • Oral report to the Supervisory Board with authority over the matter.
  • Regular post to: Organismo di Vigilanza A2A S.p.A., Corso di Porta Vittoria 4, 20122 Milan.
  • Email: odv@a2a.eu o email address for the Supervisory Board within the Group Companies vested with a 231 Model, available with the same.

Upon the submission of any report, the Supervisory Board shall ensure the absolute confidentiality of any good-faith whistleblower’s identity, safeguarding them against any type of retribution, discrimination, or punishment during or after the investigatory process.

Disciplinary system

Once the report has been received, and all necessary assessments conducted, the Supervisory Board, upon performing an investigation, shall provide its assessment to the organisational functions with authority over the matter pursuant to the Disciplinary system. Regardless, the violation-reporting phase, as well as the phase for setting and actually applying any sanction, shall be conducted in full compliance with applicable law and regulation, as well as the provisions of any applicable collective-bargaining agreement, and company disciplinary codes, as applicable.
Compliance with the Code shall be considered an essential part of the Company's employee contracts, pursuant to the provisions of Art. 2104 et seq. of the Civil Code.
Breach of the violations of the instant Code infringe upon the foundation of mutual trust between employee and Company and may result - pursuant to the procedures set forth in Art. 7 of Law no. 300/1970 (the Workers’ Act) as well as collective-bargaining agreements - in disciplinary actions, and claims for damages.
Should any member of the governing or supervisory body be implicated in a violation of the rules of conduct, the Supervisory Board shall promptly provide notice of the incident to the members of the governing body and the supervisory body, respectively.
Parties receiving the disclosure from the Supervisory Board may take all reasonable steps in order to implement the most suitable measures contemplated by law.
With respect to Recipients other than employees (vendors, consultants, and any one who has entered into collaboration of any kind with the Group), the Company shall include in all related contracts a termination provision for any behaviour or action in violation of the Code's principles.

Notices and training

The Group undertakes to promote, and to warrant, sufficient awareness of the Code of Ethics by disseminating it amongst jointly interested parties through tailored, appropriate methods of communication (i.e. posting to the company intranet, posting to the company bulletin board, etc.)
In order to ensure proper comprehension of the Code of Ethics amongst its recipients, and to ensure ongoing awareness regarding its values and the ethical rules contained in the same, the Group shall ensure a suitable training programme, differentiated based on the type of position held, or the responsibility assigned, to the recipient entity.

Legislative Decree no. 231/2001 and relevant legislation

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. The architecture of the Model

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:
 

  • sensitizing the parties collaborating with the Company for whatever reasons (employees, external collaborators, suppliers, etc.) requiring them, within the limits of the activities carried out in the interests of A2A, to adopt proper and transparent behaviour consonant with the ethical values from which it draws its inspiration in the pursuit of its own corporate objectives, so as to prevent the risk of unlawful acts as defined by the Decree from being committed;
  • instilling he knowledge in the aforementioned parties that, by violating the provisions imparted by the Company, there may be disciplinary and/or contractual repercussions in addition to criminal and administrative sanctions taken against them;
  • instituting and/or strengthening controls that allow A2A to prevent or react opportunely to prevent the commission of unlawful acts by the top managers and persons subject to the control of supervision of the former, which incurs the administrative liability of the Company;
  • allowing the Company, thanks to supervisory action in all risk areas, to intervene opportunely, to prevent or combat the commission of crimes themselves and sanction behaviour contrary to its own Model;
  • guaranteeing their own integrity by adopting conduct expressly foreseen by article 6 of the Decree;
  • improving the efficiency and transparency in the management of company activities;
  • ensuring that potential authors of unlawful acts are fully aware that the commission of any such unlawful acts is highly condemned and contrary to both the ethical principles that the Company intends to abide by and the interests of the Company itself, even if such conduct would apparently seem to be in its favour – in addition to being contrary the provisions of the law.

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. Supervisory Body

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:
 

  • governing its own functioning including through the introduction of a regulation concerning its activities which foresees: programming activities, determining the frequency of controls, identifying the criteria and procedures for analysis, the organisation of the information flow coming from various corporate structures (Supervisory Body Regulation) of which the Management Board is informed;
  • supervising the functioning of the Model both in relation to preventing the commission of crimes referred to in Legislative Decree no. 231/2001, as well as indicating where they may have been committed;
  • checking that the Model, rules of conduct, prevention protocols and procedures foreseen by the Model have been complied with, and detecting any deviant behaviour that emerges from the information flow and notifications or which the managers of various departments are held responsible, and proceeding their activities in accordance with the provisions of the Model;
  • carrying out periodic inspection and control activities on a regular basis and at random without notice, depending on the sectors of intervention concerned or the types of activities and their critical points with the aim of checking the effectiveness and efficiency of the Model. In the performance of such activities, the Body may: - have free access to any management sector and department of the Company - without requiring any prior consent – to request and obtain information, documentation and data, considered necessary for the performance of the tasks foreseen by Legislative Decree no. 231/2001, from any member of personnel whether an employee or director. In the event that such is challenged and reasons for denying access to documents are given, the Body draws up a report that is forwarded to the Management Board, wherever it does not agree with such challenge;
  • asking for relevant information or documents to be disclosed, including computerised documents, that are related to risk activities, directors, control bodies, audit companies, collaborators, consultants, and generally any parties required to comply with the Model. The aforementioned parties’ obligation to comply with the requests of the Supervisory Body has to be inserted in their individual employment agreements.
  • developing and promoting the continuous updating of the Model, including identifying, mapping and classifying sensitive activities, and formulating where necessary proposals to the Management Board relating to updates and changes that need to be made by adopting amendments and/or additions as and when required;
  • ensuring good relations and qualified information flows are maintained with the relative corporate Organisational Units and corporate bodies;
  • requesting and obtaining information from the Supervisory Bodies of A2A’s subsidiary companies;
  • promoting initiatives to disseminate awareness and understanding of the Model, and the content of the Legislative Decree no. 231/2001, as well as the impact of the legislation on the company activities rules of conduct, vocational training initiatives for employees in this respect, and the sensitisation of the same towards complying with the Model, including setting up controls of the frequency with which they are held;
  • checking that an efficient internal communications system has been set up allowing notification of g significant information relating to the Legislative Decree no. 231/2001 to be made, which also guarantees that the privacy of the notifying party is protected;
  • ensuring awareness of conduct that have to be notified and the ways of making such notifications. To this end, and to ensure improved transparency, the Supervisory Body will prepare a list of conduct that has to be notified to them;
  • providing all employees and members of the corporate bodies with clarifications relating to the meaning and application of the provisions set forth by the Model, as well as the correct interpretation/application of the Model, the control standards and relative implementation procedures, as well as the Company Code of Ethics;
  • formulating and submitting for approval to the management body concerned, the expense budget required for the proper performance of the tasks entrusted to it in total autonomy. This expenses budget, which has to guarantee the full and proper performance of its own activities, needs to be approved by the Management Board. The Body can use its resources autonomously in excess of its own spending power if such use is necessary to counter exceptional and urgent situations. In such cases, the Supervisory Body has to inform the Management Board thereof at the meeting immediately following the same;
  • notifying immediately the management body concerned - so that it can take opportune measures – of any violations of the Model that have been discovered and which could lead to the liability of the Company director, as well as proposing sanctions for the same;
  • verifying and assessing the appropriateness of the disciplinary framework adopted in accordance with Legislative Decree no. 231/2001
    .

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:

  • Managers of Organisational Units that operate in the frame work of sensitive activities have to send the Supervisory Body information relating to: i) periodic results of control activities carried out by the same, including those requested by the SB (summary reports of activities carried out etc.) implementing the Model and instructions provided by the Supervisory body; ii) any anomalies or deviations discovered with regards to the information available. Moreover, if areas are found in which improvements can be made to the definition and/or application of control standards as defined by the Model, they immediately draft and send a report to the Supervisory Body, which contains at least:
  • - a description of the extent of implementation of the control standards in relation to risk activities for which they are competent;
    - a description of the verification activities carried out in relation to the implementation of prevention protocols and/or actions;
    - a reasoned indication of any need to make changes to prevention protocols and related implementation procedures;

     
  • the departments identified on the basis of their respective organisational competences are obliged to communicate without delay to the SB in writing all information regarding:
    - the issue and/or updating of organisational documents; 
    - events in the management of the Organisational Units concerned by the risk activities and any updating of the system of delegated authority and company proxies;
    - reports drawn up by the Organisational Units/Control Bodies (including Audit Companies) in the framework of the control activities, which can resulting the discovery of circumstances, acts, events or omissions with critical profiles with respect to compliance with the standards laid down by the Decree or provisions of the Model and Code of Ethics; 
    - disciplinary proceedings taken for violations of the Model, procedures for the closure of such procedures together with reasons for the same, the application of sanctions for the violation of the Code of Ethics, the Model and procedures based on its implementation;
    - measures and/or notifications made by judicial police authorities or any other authorities involving in conducting investigations, including against unknown persons, for crimes enumerated by the Legislative Decree no. 231/2001 which could involve the Company;
    - requests for legal assistance received from employees in the event that legal proceedings are initiated against them relating to crimes defined by Legislative Decree no. 231/2001, unless expressly forbidden by judicial authorities;
    - reports prepared by managers by other Organisational Units of companies in the context of their control activities which result in the discovery of circumstances, acts, events of emissions with critical profiles regarding compliance with the standards and provisions set forth in the Model;
    - notifications relating to disciplinary proceedings taken and any sanctions inflicted (including measures taken against employees) or measures taken to close such procedures together with reasons for the same; 
     
  • all employees and members of the corporate bodies of the Company have to notify without delay the commission or presumed commission of crimes which come to their attention, or any reasonable danger of the same being committed pursuant to the Decree, as well as any violation or presumed violation of the Code of Ethics, Model or procedures established to implement the same, which come to their attention;
  • commercial partners, consultants, external collaborators and other addressees of the Model who are outside the Company are required to immediately make an informative statement to the SB in the event that they are asked to behave in a way that could lead to a violation of the Model by an employee/representative of the Company, whether directly or indirectly. This obligation has to be specified in the agreements associating the said parties to the Company
    .

In such instances, the following general provisions apply:

  • at its discretion and under its own responsibility, the Supervisory Body assesses the notifications received and the cases in which it is required to take action;
  • the findings of the verification have to be made in writing together with justifications for the same.

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 odv@a2a.eu .
Notifications can be orally or sent to the following address: Supervisory Body A2A SpA
Corso di Porta Vittoria 4
20122, Milan


Notifications are kept on record by the SB in one of the ways specified by the SB Regulation.

1. General principles


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

1. The training and communications programme

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"

 

Attachment A: crimes

Attachment B: Confindustria Guidelines