Legislative Decree 231/2001 introduced into the Italian legal system the “administrative” liability of entities with respect to the commission of certain offenses, in the interest or to the advantage, of the entities themselves.

The “administrative” liability provided for in the aforementioned decree, once established, has considerable detrimental effects on the assets of entities (either directly through financial penalties, or indirectly through, e.g., disqualification from conducting business) that have benefited from the commission of certain crimes by individuals representing the entity or working for the entity.

The entity, however, is not liable if it proves that it has “adopted and effectively implemented” an organization, management and control model, such as to prevent the commission of crimes of the same type as the one that occurred.

The crime, therefore, must have been committed by fraudulently circumventing the model itself.

The assessment of the validity of the adopted model and its effective implementation is made directly by the criminal court.

The company, therefore, by resolution of the shareholders’ meeting on July 2, 2012, approved the model of organization, management and control, Code of Ethics and Charter of Values, in accordance with the provisions of the aforementioned legislative decree on the administrative responsibility of entities, and appointed a Supervisory Board in accordance with the same provisions, in order to anchor better govern and implement the necessary conditions of fairness and transparency in the performance of all corporate activities.

In fact, the adoption of the organizational model, together with the Code of Ethics and the Charter of Values, constitute, beyond the requirements of the law, a valuable tool for raising awareness for all those who work for the Company and all other parties involved with it, towards the search for optimal balance between management efficiency and fairness.