Governance

The Legislative Decree 231/01 regulates the liability of legal persons, companies and associations also without legal personality. The purpose of the Decree is to strike companies and associations for crimes committed in the interest of the institutions themselves by directors, and persons subject to their direction or supervision (criminal liability).

The criminal liability of the company finds, however, a form of exemption in paragraph 6 of the Decree when the company demonstrates, among other things, that:
• It has adopted and has effectively implemented a “Model of organization, management and control” suitable to prevent the commission of crimes included in the Decree;
• It has committed to an “Organism” with autonomous powers of initiative and control the task of supervising operations, effectiveness and compliance of the Model, as well as updating it.

Italtel S.p.A. therefore adopted a corporate governance system to meet the needs of clearness, transparency and ethics required by the market and shareholders in managing of the business.
The company has consistently adapted its internal control system and continuously strives to maintain it suitable to prevent the commission, by the personnel of the Company, its consultants and partners, of the offenses included in the D. Lgs. 231/01 and subsequent amendments.
For this purpose Italtel S.p.A. adopted since November 5, 2002 a Model of Organisation, Management and Control and appointed the Supervisory Body (SB) to supervise its implementation and adequacy. To implement such a Model the relevant company functions in agreement with the SB adopted specific protocols in order to prevent the commission of the crimes included in the Decree. There are two kinds of protocol :

• general, that recall the basic principles defined in the Model;
• specific for areas or activities at risk of crime, which contain a concise description of the process and activities covered by the Protocol, the offenses that could be committed, the applicable control elements, the specific rules of behaviour, the information flows towards the SB.

The Italian Antitrust Authority (Autorità Garante della Concorrenza e del Mercato – AGCM) has renewed the Rating of Legality to Italtel S.p.A., held since 2015, assigning it the highest score: three “stars”.
Italtel S.p.A. always pursues its business goals in full compliance with principles and rules of honesty, integrity and transparency.
The Principles of crime prevention and the Guidelines of Conduct have been spread to all Companies of Italtel Group: to employees, directors and all those who operate on behalf or in favor of each Company of the Group.
Furthermore, the Code of Conduct of Italtel is based on the principles of Corporate Social Responsibility provided by Global Compact, the most prestigious worldwide standard in this field, promoted by the United Nations.
Finally, in the last years, Italtel S.p.A. wanted to give greater visibility about the concreteness of its initiatives through a set of indicators, illustrated in a specific section of its financial report.