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GUIDELINES FOR THE ADOPTION, IMPLEMENTATION, AND PERFORMANCE OF THE ORGANISATION, MANAGEMENT, AND CONTROL MODEL Pursuant to Legislative Decree no. 231/2001
ABSTRACT
Approved by the Board of Directors on 20th March 2015
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Table of Contents Definitions .......................................................................................................................................................... 3 Structure of the Document ................................................................................................................................. 5 GENERAL PART 1. Legislative Decree no. 231 of 8th June 2001 .............................................................................................. 7 1.1. Characteristics and Nature of Liability of Legal Entities ............................................................................. 7 1.2. Types of Offences Identified by the Decree and Its Subsequent Amendments ......................................... 8 1.3. Criteria for Alleging the Liability of an Entity ............................................................................................... 9 1.4. Instructions of the Decree in Relation to the Characteristics of the Model ............................................... 11 1.5. Offences Committed Abroad ..................................................................................................................... 12 1.6. Sanctions .................................................................................................................................................. 13 1.7. Events Modifying the Entity ....................................................................................................................... 14 2. Purposes of the Model .............................................................................................................................. 15 3. Nature of the Model .................................................................................................................................. 16 4. Changes and Updates of the Model ......................................................................................................... 16 5. Tenova S.p.A., the Company .................................................................................................................... 17 6. Adoption of the Tenova S.p.A. Model ....................................................................................................... 18 7. Relevant Offences to Tenova S.p.A. ........................................................................................................ 19 8. Addressees of the Model .......................................................................................................................... 20 9. Compliance Committee ............................................................................................................................. 21 9.1. Tasks ..................................................................................................................................................... 21 9.2. Requisites and Appointment of the Members of the Compliance Committee ....................................... 22 9.3. Requisites of Eligibility ........................................................................................................................... 25 9.4. Removal, Replacement, Cessation, and Withdrawal ............................................................................ 25 9.5. Tasks and Powers ................................................................................................................................. 26 9.6. Information Flows .................................................................................................................................. 28 10. Provision of Goods or Services by Other Companies .............................................................................. 30 11. Disciplinary System ................................................................................................................................... 30 11.1. General Principles ............................................................................................................................... 30 11.2. Sanctions and Disciplinary Measures ................................................................................................. 31 12. Communication and Training .................................................................................................................... 33 SPECIAL PART 1. Introduction ............................................................................................................................................... 36 2. General Principles of Conduct .................................................................................................................. 36 3. General Prevention Protocols ................................................................................................................... 36
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Definitions
Company: Tenova S.p.A.
Subsidiaries: companies directly or indirectly controlled by Tenova S.p.A. pursuant to section 2359,
paragraphs 1 and 2, of the Italian civil code.
Holding Company: company that controls Tenova S.p.A., directly or indirectly, pursuant to section
2359, paragraphs 1 and 2, of the Italian civil code.
L.D. 231/01 or Decree: Legislative Decree no. 231 of 8th June 2001, as subsequently amended and
supplemented.
Sensitive Activities: activities carried out by Tenova S.p.A., within the ambit of which there is an
actual or potential risk of commission of the offences mentioned in the Decree.
Consultants: persons that, by virtue of their professional skills and expertise, provide their
intellectual work in favour or on behalf of Tenova S.p.A. under a mandate or any other professional
consultancy relationship.
Employees: persons working with Tenova S.p.A. under a subordinate or para-subordinate
employment agreement.
CCNL: Contratto Collettivo Nazionale di Lavoro, i.e. the National Collective Labour Agreement that
is in force and is applied by Tenova S.p.A. on the date hereof.
P.A.: the Public Administration, the public official or the public service employee.
Public Official: whoever “performs public legislative, judicial or administrative functions” (section
357 of the Italian criminal code).
Public Service Employee: whoever “provides a public service under any title”, where ‘public
service’ means any activity which is regulated in the same way as public office, but which lacks the
typical powers pertaining to public office (section 358 of the Italian criminal code).
Confindustria Guidelines: guidelines by Confindustria (approved in its latest version on 31st July
2014) for the creation of organisation, management, and control models pursuant to the Decree.
Model: organisation, management, and control model pursuant to L.D. 231/01.
Corporate Bodies: both the management body and the board of statutory auditors of the Company.
Compliance Committee or CC: board provided for by art. 6 of the Decree, which is in charge of
supervising the functioning of, and compliance with, the Model and ensuring its update.
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Code of Conduct: Code of Conduct adopted by the Company.
Partners: contractual counterparties of Tenova S.p.A., natural persons or corporations with which
the Company establishes any form of cooperation regulated by a contract.
Offences: offences that are subject to the provisions of Legislative Decree 231/01, whether in its
original version or as subsequently amended or supplemented.
Senior Executives: persons entrusted with authority to represent, manage or direct the Company,
or one of its financially and functionally independent organisational units, and persons in charge of
its management and control, including on a de facto basis.
Subordinates: personnel subject to direction or supervision by Senior Executives of the Company.
TUF: Legislative Decree no. 58 of 24th February 1998, known as “Finance Consolidation Act”.
TUS: Legislative Decree no. 81 of 9th April 2008, known as “Security Consolidation Act”.
Top Management of the Companies: Board of Directors, Chairman of the Board of Directors, and
Managing Directors.
Managing Directors: directors provided with delegation of power divided by business areas and
staff.
Business Areas: organizational areas of the Company divided into "Steelmaking and Strip
Processing", "Thermprocess", "Pomini and I2S" and "Mining and Minerals".
Staff: organizational areas of the company divided into area within human resources and information
and communication technology area within the administration, control, treasury, finance and
insurance.
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Structure of the Document
This document consists of a General Part and a Special Part and includes an analysis of the provisions
contained in L.D. 231/01 (hereinafter also referred to as the “Decree”). It contains guidelines describing the
process of adoption of the Model by Tenova S.p.A. (hereinafter also referred to as the “Company”), the
offences that are of relevance to the Company, the addressees of the Model, the Compliance Committee
(hereinafter also referred to as “CC”), the system of sanctions applicable in the case of breach, and the
obligations of circulation of the Model and personnel training.
The second part of this document describes “sensitive” activities pursuant to the Decree, i.e. company
activities in which there is a risk of any of the offences specified in the Decree being committed, as well as
the general principles of conduct, the preventive measures in relation to sensitive activities, and the essential
control measures aimed at preventing or mitigating offences.
In addition to the contents and information expressly stated in the following sections hereof, the following
form an integral part of this document:
The control and risk self-assessment, aimed at identifying sensitive activities, which is entirely
referred to herein and is filed with the Company’s records;
The Code of Conduct, which lays down the principles and rules of business conduct;
All the provisions, internal orders, deeds, and operating business procedures which are the
implementation of this document (e.g. powers, company organisation charts, job descriptions,
articles of association). Such deeds and documents are available and can be retrieved in
accordance with the procedures regarding their circulation within the Company.
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GENERAL PART
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1. Legislative Decree no. 231 of 8th June 2001
The Decree that introduces and regulates administrative liability of corporations for the commission of certain
offences came into force in order to implement in Italy the EU anti-corruption legislation, thus creating one
set of rules in the Italian legislation. Up to 2001, the Italian legal system did not contemplate any form of
criminal or administrative liability of corporations, which could be held liable and be obliged to pay, at most,
on a joint and several basis, fines and administrative sanctions applied against their legal representatives,
directors or employees.
The range of offences envisaged by the Decree has been gradually widened beyond the originally envisaged
offences committed to the detriment of the Public Administration, ending up including also offences that,
normally, are not necessarily connected with business activities.
The scope of application of the Decree is quite broad and concerns any entities with legal personality,
companies, and associations, with or without legal personality, economic public entities, and private entities
providing a public service under a contract. The Decree does not apply to the State, territorial public entities,
non-economic public entities, and entities entrusted with authority and functions of constitutional relevance
(e.g. political parties and trade unions).
The Decree does not make reference to entities that are not based in Italy. However, in this respect, an order
issued by the GIP (i.e. the magistrate adjudicating in the preliminary investigative phase) of the Court of
Milan (order of 13th June 2007; see also GIP of Milan, order of 27th April 2004, and Court of Milan, order of
28th October 2004) sanctioned, on the basis of the principle of territoriality, the jurisdiction of the Italian courts
in relation to criminal offences committed by foreign entities in Italy.
1.1. Characteristics and Nature of Liability of Legal Entities
The Italian Legislator has identified different types of offences that may be committed by natural persons in
the interest or to the advantage of their company. Once the link between the entity and the offender is
identified and once it is ascertained that the offender acted during the course of his/her business activity, the
offender’s direct liability derives from the link existing between the natural person and the entity and from the
link between the offence and the interest of the entity, through a specific disciplinary system that is
independent from, and parallel to, the system otherwise applicable to natural persons.
The nature of this new form of liability of the entity is mixed and its specificity consists in the fact that this is a
type of liability that combines the essential aspects of the criminal and the administrative systems. The entity
is punished with an administrative sanction, as it is liable for an administrative wrong, but the disciplinary
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system is based on the criminal process: the Authority having power to allege the wrongdoing is the Public
Prosecution, while the criminal judge has the responsibility and authority to inflict the penalty.
The administrative liability of the entity is distinct and independent from the liability of the natural person who
committed the offence and exists even if the offender is not identified, or if the offence becomes extinct for
reasons other than amnesty. In any event, the liability of the entity adds to, and does not replace, the liability
of the natural person who committed the offence.
1.2. Types of Offences Identified by the Decree and Its Subsequent Amendments
An entity may be held liable for a defined number of offences, i.e. solely and exclusively for the offences
expressly specified by the Legislator, and is not punishable for any other types of offences committed during
the carrying on of its business. The Decree in its original version and as subsequently amended and
supplemented, as well as the laws that make express reference thereto, specify the offences from which the
entity’s liability may arise, i.e. the so-called “pre-requisite offences” (articles 24 et seq.).
As at the date of approval of this document, such offences fall within the following categories:
Crimes committed to the detriment of the Public Administration (articles 24 and 25);
Computer crimes (art. 24-bis);
Organised crime offences (art. 24-ter);
Forgery of money, credit cards, stamps and identification instruments or signs (art. 25-bis);
Industrial and trade offences (art. 25-bis 1);
Corporate offences (art. 25-ter);
Offences committed for the purposes of terrorism and subversion of democratic order (art. 25-quater);
Practices of mutilation of female genitals (art. 25-quater 1);
Offences against the individual personality (art. 25-quinquies);
Market abuse offences (art. 25-sexies);
Manslaughter and serious or grievous bodily harm that have been committed as a result of breach of
health and safety at work rules and regulations (art. 25-septies);
Handling of stolen goods, money laundering, use of money, goods or assets of unlawful origin, as well
as self-laundering (art. 25-octies);
Offences related to copyright infringement (art. 25-novies);
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Inducement not to make statements or to make false statements before courts (art. 25 novies);
Transnational offences (art. 10 of Law no. 146 of 16th March 2006);
Environmental crimes (art. 25-undecies);
Employment of third country nationals whose stay is illegal (art 25-duodecies).
1.3. Criteria for Alleging the Liability of an Entity
In the case of commission of any of the pre-requisite offences, the entity is punishable only in the presence
of specific conditions, which are defined as the criteria for alleging an offence against an entity. Such criteria
may be either “objective” or “subjective”.
The first objective condition is that the offence must be committed by a person linked to the entity under a
qualified relationship.
In this respect, the following distinction applies:
“Senior executives”, i.e. persons entrusted with authority to represent, assist, and direct the entity,
such as the legal representative, the director, the general manager or the manager of an
independent organisational unit, and persons in charge of the management of the entity, including on
a de facto basis. This category includes persons who actually have autonomous powers to make
decisions in the name and on behalf of the company, as well as persons delegated by directors to
carry out activities related to the management and direction of the company or its branches and sub-
offices;
“Subordinates”, i.e. persons subject to the direction and supervision by senior executives. More
precisely, this category includes employees and persons who, albeit not being members of the
company’s personnel, have duties to be carried out under the direction and control by senior
executives. Particular importance is given to the activity actually carried out, rather than to the
existence of a subordinate employment contract, in order to prevent the entity from by-passing the
applicable legislation, outsourcing activities that may constitute specific offences.
The second objective condition is that the crime must be committed in the interest and to the advantage of
the company, i.e. it must be committed within an ambit relating to the specific activities of the company and
the company must benefit therefrom, even only potentially. The existence of at least one of the following two
alternative conditions is sufficient:
The “interest” exists if the author of the offence acted with the intention of favouring the company,
regardless of whether such objective was actually achieved;
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The “advantage” exists if the company drew, or could have drawn, economic or other advantages
from the commission of the offence.
According to the Italian Supreme Court (Criminal Cass., decision no. 3615 of 20th December 2005), the
concepts of interest and advantage must not be construed as one concept but as two separate concepts, as
it is evident that there is a distinction between that which could be considered as a possible profit deriving
from the commission of the offence and an advantage clearly and actually achieved through the commission
of the offence. In this respect, according to the Court of Milan (order of 20th December 2004), it is sufficient
that the criminal conduct be aimed at pursuing a specific advantage, regardless of whether it is actually
achieved or not, for the entity to be held liable.
The liability of the entity exists not only if it drew an immediate economic advantage from the commission of
the offence, but also if, albeit in the absence of a result, the commission of the offence was grounded on the
interest of the company. Whether the purpose is to improve the company’s position on the market or to hide
a situation of financial crisis, the interests of the company are in any case involved, although the company
does not draw immediate economic advantages from such types of conduct. Furthermore, it is important to
stress that, if the offence is committed by qualified persons belonging to another company of the group, the
concept of interest may be extended in a way unfavourable to the holding company. The Court of Milan
(order of 20th December 2004) has sanctioned that the element characterising the group interest is that such
interest is not the sole and exclusive interest of one member of the group, but it is the common interest of all
the entities belonging to the group. For this reason, it is stated that the offence committed by a subsidiary
can be alleged also against the holding company, provided that the natural person who committed the
offence belongs functionally also to the holding company.
In short, in order not to be held subjectively liable for the offence, the entity must prove that it made every
best effort to prevent, during the carrying on of its business, the commission of any of the offences
mentioned in the Decree. Therefore, the Decree provides for the exclusion of liability only if the entity can
prove, and does prove, that:
The management body adopted and effectively implemented, prior to the commission of the offence,
organisation, management, and control models suitable to prevent offences similar to the one
committed;
The task of supervising the functioning of, and compliance with, the models and of ensuring their
update was assigned to a board set-up within the entity and vested with autonomous powers of
action and control;
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The Compliance Committee did not omit to carry out its supervision tasks nor did it perform such
tasks insufficiently.
The above listed conditions must occur concurrently and altogether in order for the entity’s liability to be
excluded. Exempting an entity from liability for an offence therefore depends on the adoption and effective
implementation of a Model of prevention of the aforesaid offences and on the setting-up of a Compliance
Committee entrusted with the task of supervising the compliance of the activities with the standards and the
procedures set out in the model.
Although the model acts as a ground for non-punishability, regardless of whether the offence is committed by
a senior executive or a subordinate, the Decree is much stricter in the case that the offence is committed by
a senior executive, as, in such a case, the entity will be required to prove that the offence was committed by
fraudulently by-passing the model. The Decree requires the supply of stronger evidence of the entity being
unrelated to the offence committed; more precisely, the entity is also required to prove a sort of internal fraud
by senior executives.
Conversely, in the event of offences committed by subordinates, the entity may be held liable for such
offences only if it is ascertained that the commission of the offence was the result of, or was made possible
following, the failure to comply with direction and supervision obligations. In such a case, there will be a real
‘fault in organisation’, as the company indirectly consented to the commission of the offence, failing to
supervise the activities and the persons at risk of committing a pre-requisite offence.
Adopting a model pursuant to the Decree is not mandatory pursuant to law, although, based on the criteria
for alleging an offence against an entity, this seems to be the only valid way to prove that the entity is
unrelated to the commission of the offence and, consequently, not to be inflicted the sanctions provided for
by the Decree. Adopting an effective and efficient model is therefore in the interest of the company.
1.4. Instructions of the Decree in Relation to the Characteristics of the Model
The mere adoption of the model is not a sufficient condition to exclude the liability of the company. The
Decree only lays down a number of general principles, without yet defining the specific characteristics that
the model should have. The model will act as a ground for the company not to be punished only if:
It is effective, i.e. it is reasonably suitable to prevent the offence or offences committed;
It is effectively implemented, i.e. its contents are applied to the company procedures and the internal
control system.
With regard to the effectiveness of the model, pursuant to the Decree an organisation and management
model must:
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Identify the company activities which involve the risk of commission of offences;
Contain specific protocols for planning the formation and implementation of decisions by the
company in relation to the offences to be prevented;
Identify methods of management of financial resources suitable to prevent the commission of
offences;
Introduce a suitable disciplinary system to punish failure to comply with the measures laid down in
the model;
Impose obligations to duly inform the Compliance Committee; and
In relation to the nature and size of the organisation, as well as the types of activities carried out,
identify suitable measures to guarantee the carrying out of such activities in compliance with law and
to promptly detect and eliminate any situations of risk.
The Decree requires the model to be subject to periodical checks and updates, both in the case that material
breaches of the requirements are detected, and in the case of material changes in the company’s
organisation and activity.
The model, albeit adjustable to the nature, size, and specific activities of the company, can be regarded as a
unitary set of principles, tools and ways of acting, regulating the organisation and management of the
company, as well as its control systems.
1.5. Offences Committed Abroad
Pursuant to art. 4 of the Decree, a company can be held liable in Italy for pre-requisite offences committed
abroad, subject to the following conditions:
If the State authorities of the place where the offence was committed do not take proceedings
against the company;
If the company’s headquarters are in Italy;
If the offence was committed abroad by a person functionally related to the company; and
If the general legal conditions set out in sections 7, 8, 9, and 10 of the Italian criminal code for the
criminal prosecution in Italy of an offence committed abroad do exist.
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1.6. Sanctions
The entity held liable may be subject to the following types of sanctions, which differ in terms of nature and
enforcement procedures:
1) Pecuniary sanction: is always applied if the court considers the entity liable. It depends on a system
dimensioned on “shares” determined by the court. The amount of the pecuniary sanction depends on the
seriousness of the offence, the degree of liability of the company, and the steps taken to eliminate or
mitigate the consequences of the offence or to prevent the commission of other offences. Upon
determining the amount of the sanction, the court will also take account of the economic and property
conditions of the company.
2) Disqualifying sanction: may be applied in addition to pecuniary sanctions, but only if expressly
contemplated in relation to the prosecuted offence and only upon the occurrence of at least one of the
following conditions:
If the company gained considerable profit from the offence and the offence was committed by a
senior executive, or by a subordinate, but only if the commission of the offence was the result of
serious shortcomings in the organisation; or
In the case of reiteration of the offences.
The Decree provides for the following disqualifying sanctions:
Temporary or definitive disqualification from carrying on business;
Suspension or revocation of authorisations, permits or licences used to commit the offence;
Disqualification from entering into agreements with the Public Administration, unless aimed at
obtaining the provision of a public service;
Exclusion from facilities, benefits, loans, contributions or grants, and revocation of any which may
have been already granted; and
Temporary or definitive prohibition from advertising goods or services.
Disqualifying sanctions are normally applied temporarily, their definitive application being exceptional.
They may be applied for three months up to one year and concern the specific activity to which the
offence of the entity is related. They may be applied also on a precautionary basis, prior to the issuance
of the sentence, upon request of the Public Prosecutor, in the presence of serious evidence of the
entity’s liability and of specific, grounded elements on the basis of which to believe that there is a real
risk that offences of the same type as the one prosecuted will be committed.
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3) Confiscation: consists in the acquisition by the State of the price or the proceeds of the offence or of an
equivalent value. The Italian Supreme Court (sitting as full bench; see Criminal Cass., full bench sitting,
decision no. 26654 of 27th March 2008) has defined the proceeds of the offence as the economic
advantage which derives, directly and immediately, from the offence and which is determined after
deduction of the actual profit, if any, realised by the victim of the offence within the context of the
synallagmatic relationship with the company. The Supreme Court has specified that any business
parameter must be excluded from this definition, so that the proceeds cannot be identified with the net
profits realised by the company (except for the case, provided for by law, where the company is
managed by a commissioner, so-called commissariamento). Furthermore, according to the Court of
Naples (order of 26th July 2007) the concept of proceeds of the offence must also include the failed
property reduction resulting from the failed payment of sums of money that should have been allocated
to costs to be sustained.
4) Publication of the sentence: consists in the publication of the sentence only once, both as an abstract
and in the full version, at the expense of the company, in one or more newspapers specified by the court
in the sentence, as well as through affixation at the Town Hall of the place where the company’s
headquarters are.
Albeit applied by the criminal court, all the aforementioned sanctions are of an administrative nature. The
Decree provides for very strict sanctions, both in view of the potential amount of pecuniary sanctions and
considering that disqualifying sanctions can considerably limit the carrying on of the company’s business,
precluding a number of deals.
The administrative sanctions applicable against the entity become time barred after five years from the date
of commission of the offence.
1.7. Events Modifying the Entity
The Decree also lays down principles with regard to the entity’s liability in the case of modifying events, such
as transformation, merger, de-merger, and sale of business.
The fundamental principle states that the entity is solely and exclusively liable, with its property and its
common fund, for payment of any pecuniary sanction. This principle therefore excludes, regardless of the
legal nature of the entity, that the stockholders/partners or associates are directly liable with their property.
As a general criterion, the pecuniary sanctions applied to the entity are subject to the principles of the Italian
civil code regarding liability of an entity subject of transformation for debts of the original entity. Conversely,
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disqualifying sanctions remain to the account of the entity where the business branch where the offence was
committed remains (or to which the business branch is transferred).
In the case of transformation of the entity, the transformed entity remains liable for all offences committed
before the date on which the transformation took effect. Therefore, the new entity is the addressee of the
sanctions applicable to the original entity for offences committed prior to the transformation.
As regards mergers, the entity resulting from the merger, including merger by incorporation, is liable for
offences for which the entities participating in the merger were liable. If the merger takes place before the
end of the proceedings for the ascertainment of the entity’s liability, the court must take account of the
economic conditions of the original entity, and not those of the entity resulting from the merger.
In the case of assignment or transfer, by way of contribution, of a business within which the offence was
committed, the assignee is liable, jointly and severally with the assignor, for payment of the pecuniary
sanctions, up to the value of the business transferred, and only for the sanctions specified in the compulsory
accounting books, or of which the assignee was aware. In any case, the assignor is entitled to the “benefit of
enforcement” (so-called “beneficio della preventiva escussione”, i.e. the right to demand that the creditor
exhausts its remedies against the principal debtor before seeking payment from the guarantor). In any event,
disqualifying sanctions are applied to the entities that retain, wholly or partly, the business branch within
which the offence was committed or to which said business branch is transferred.
2. Purposes of the Model
With the adoption of this document the Company aims to duly comply with the legislation and the principles
underlying the Decree, as well as to improve and render as efficient as possible its existing internal control
and corporate governance systems.
The main purpose of the Model is to create a unitary, well-structured system of principles and control
procedures suitable to prevent, if possible and actually practicable, the commission of the offences
mentioned in the Decree. The Model will be integrated with the governance system of the Company and will
implement the process of promotion of a business culture grounded on the principles of fairness,
transparency, and legality.
In addition, the Model also aims to:
Provide adequate information to employees, those who act upon a mandate by the Company or who
are linked to the Company by relevant relationships for the purposes of the Decree, with regard to
the activities involving the risk of commission of offences;
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Promote a business culture that is based on legality, as the Company bans any conduct in breach of
law or of the company rules and policies and, in particular, of the provisions contained in its
organisation Model;
Promote a control culture;
Achieve an effective and efficient organisation of the business, focusing, in particular, on the
formation of decisions and their transparency, on the performance of preventive and subsequent
controls, and on the management of internal and external information; and
Implement all the necessary measures to eliminate, as quickly as possible, potential situations of risk
of commission of offences.
3. Nature of the Model
This document constitutes a set of internal rules and is binding upon the Company.
The Company adopted a Code of Conduct a long time ago, which has been recently updated in its current
version by Board of Directors resolution dated 20th March 2015. The Code of Conduct differs from this
document in terms of nature, functions, and contents. The ultimate purpose of the Code of Conduct is to lay
down rules of conduct and ethical and social values that must permeate Tenova S.p.A., in parallel to
pursuing its corporate scope and its objectives, consistently with the contents of this document.
The Model is grounded on compliance with the provisions of the Code of Conduct and forms, with such code,
a body of internal rules aimed at the promotion of a culture based on business ethics and transparency.
The Code of Conduct of the Company, which must be deemed herein fully referred to, constitutes the
foundation of the Model, and the provisions contained in the Model are integrated with the provisions of the
Code of Conduct.
4. Changes and Updates of the Model
This document must be promptly amended or supplemented by resolution of the Board of Directors, whether
or not upon the proposal of the Compliance Committee, but, in any case, after consulting the latter:
In the case of breach of, or evasion from, the requirements set out herein, which prove its
ineffectiveness or inconsistency for the purposes of the prevention of offences;
In the case of material changes in law, in the organisation or in the business of the Company; and
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In any other case where it is necessary or appropriate to change the Model.
In any event, the Compliance Committee will report to the Board of Directors in writing any events that render
the change or update of the Model necessary, so that the Board of Directors can adopt any appropriate
resolutions.
The necessary changes to the company procedures and policies for the implementation of the Model must
be made by the Functions concerned. The Compliance Committee is constantly kept informed on the update
and implementation of new operating procedures and has the right to express its opinion on the proposed
changes.
5. Tenova S.p.A., the Company
Tenova was born as an independent and autonomous entity, as a result of a de-merger transaction, effective
1st January 2008, which involved Techint Compagnia Tecnica Internazionale S.p.A. in favour of Techint
Industrial Corporation S.p.A. and Tenova S.p.A.
Following the transfer of a line of business from Techint Industrial Corporation S.p.A to Tenova SpA, which
took place on 1st December 2013, the staff functions of the parent company Techint Industrial Corporation
S.p.A. already operating under the service also in favor of the same Tenova have been integrated. In
concrete, the transfer of the business unit has determined the move to Tenova of the functions, and their
employees, related to Administration Finance and Control, Internal Audit, Information and Communication
Technology, Human Resources, Organization and Communication.
Moreover, following the withdrawal of his powers by the CEO effective September 30th, 2014, the Company
has reshaped its governance with the appointment of executive directors divided by business areas and staff
(within the areas of human resources and in the field administration, finance and control).
The Tenova group is one of the major international providers of advanced technological solutions for the
metallurgical industry worldwide. Its product portfolio includes a large number of technologies and brands
that are world-renowned in all markets.
In the past few years, Tenova started a process of international strategic expansion for the ultimate purpose
of completing its offer on the market in terms of technologies and products as well as increasing and
strengthening its geographical presence.
The corporate governance system of the Company is currently structured as follows:
Shareholders’ Meeting
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The shareholders’ meeting is responsible for resolving, whether in ordinary or in extraordinary sittings, upon
the subject matters that fall within its exclusive responsibility pursuant to law and the Articles of Association.
Board of Directors
The Board of Directors is vested with the broadest powers regarding the ordinary and extraordinary
management of the Company and can carry out any actions that it may deem appropriate for achieving the
corporate object, with the sole exclusion of those activities that fall within the responsibility of the
shareholders’ meeting pursuant to law.
Board of Statutory Auditors
The Board of Statutory Auditors is responsible for controlling the management of the Company. It consists of
3 permanent and 2 alternate members appointed and operating pursuant to law. The Statutory Auditors must
fulfil specific legal requisites, with particular regard to those provided for in view of their auditing functions.
Auditing
The Company’s accounts are audited by an independent auditor or an auditing firm selected from the
auditors’ and auditing firms’ register set-up at the Ministry of Justice, or by the board of statutory auditors
pursuant to section 2409-bis, paragraph 3, of the Italian civil code, should the ordinary shareholders’ meeting
decide so, provided, however, that there are no legal impediments.
6. Adoption of the Tenova S.p.A. Model
In compliance with the provisions of the Decree, the Company constantly updates its organisation,
management, and control Model adopted by Board of Directors resolution of 7th January 2008, and updated
in the current version by Board of Directors resolution of 20th March 2015. The Board of Directors is
responsible for both the adoption of, and any subsequent amendment to, this document.
The Model is based on the Guidelines, for the purposes of Legislative Decree no. 231 of 8th June 2001,
proposed by Confindustria in the latest version dated July 2014. It was drafted taking account of the structure
and activity actually carried out by the Company, as well as of the nature and size of its organisation. The
Company carried out a preliminary analysis of the business context and subsequently analysed the activity
areas involving the potential risk of commission of the offences specified in the Decree. In particular, the
Company has analysed: the history of the Company, the corporate context, the relevant market in which the
Company operates, the Company’s organisational structure, the existing corporate governance system, the
proxy and delegation system, the legal relationships existing with third parties, including with reference to
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service agreements regulating the intra-group relationships, the operating business context, the practices
and procedures formalised and implemented within the Company for the carrying out of operations.
For the purposes of the drafting of this document, the Company has:
Identified sensitive activities, i.e. activities and areas in which there is a risk of any of the offences
specified in the Decree being committed, through interviews with officers responsible for corporate
functions, the analysis of the company organisation charts and of the system of distribution of
responsibilities;
Carried out a control and risk self-assessment in relation to the commission of offences and the
internal control system suitable to intercept unlawful acts;
Identified adequate control systems, necessary for the prevention of the offences specified in the
Decree or for mitigating the risk of their being committed, whether already existing or to be
implemented; and
Reviewed its system regarding the granting of proxies and powers and the assignment of
responsibilities.
In relation to the potential commission of offences against persons (art. 25-septies of the Decree), the
Company has analysed its business context and all the specific activities carried out and evaluated the risks
connected therewith on the basis of the results of such analysis, in compliance with Legislative Decree no.
81 of 9th April 2008, and related special provisions.
7. Relevant Offences to Tenova S.p.A.
The Model of Tenova S.p.A. was drafted taking account of the structure and activities actually carried out by
the Company, as well as of the nature and size of its organisation.
Based on those parameters, the Company considered the following offences specified in the Decree to be of
relevance:
Articles 24 and 25 (Crimes committed to the detriment of the Public Administration);
Art. 24-bis (Computer crimes and unlawful data processing);
Art. 24-ter (Organised crime offences);
Art. 25-bis (Forgery of money, credit cards, stamps and identification instruments or signs);
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Art. 25-bis 1 (Industrial and trade offences);
Art. 25-ter (Corporate offences);
Art. 25-quarter (Offences committed for the purposes of terrorism and subversion of democratic
order);
Art. 25-sexies (Market abuse offences);
Art. 25-septies (Manslaughter and serious or grievous bodily harm that have been committed as a
result of breach of health and safety at work rules and regulations);
Art. 25-octies (Handling of stolen goods, money laundering, use of money, goods or assets of
unlawful origin, as well as self-laundering);
Art. 25-novies (Offences related to copyright infringement);
Art. 25-decies (Inducement not to make statements or to make false statements before courts);
Art. 25-undecies (Environmental crimes);
Art. 25-duodecies (Employment of third country nationals whose stay is illegal);
Art. 10 of Law no. 146 of 16th March 2006 (Transnational offences).
The Special Part of this document identifies the company activities defined as sensitive, i.e. those involving a
risk of commission of the offences listed above, and specify principles and prevention protocols for each
sensitive activity.
The Company is committed to constantly evaluating the relevance, for the purposes of the Model, of any
additional and other present or future offences.
8. Addressees of the Model
The Model of Tenova S.p.A. applies to:
a) Persons who perform, including on a de facto basis, management, administration, direction or
control functions within the Company or one of its independent organisational units;
b) Employees of the Company, whether or not seconded abroad for the performance of the activities;
c) Persons working with the Company under a para-subordinate employment relationship, such as
collaboratori a progetto (i.e. consultants engaged for the implementation of a specific project),
contract or temporary workers, etc.;
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d) Persons who, albeit not belonging to the Company, work under a mandate or on behalf of the
Company, such as legal advisors, consultants, etc.; and
e) Persons acting in the interest of the Company, as they are linked to the Company by contractual
legal relationships or other agreements, such as joint-venture partners or partners for the
implementation or acquisition of a business project.
Any doubts about the applicability or the procedures of application of the Model to a third party, or class of
third parties, are normally solved by the Compliance Committee, upon request of the officer in charge of the
area/function with which such third party or class has a legal relationship.
All the addressees of the Model are required to duly comply with the provisions contained in the Model and
the relevant implementation procedures.
This document contains internal rules that are binding upon the Company.
9. Compliance Committee
9.1. Tasks
In compliance with the terms of the Decree, the Company has set up an autonomous, independent and
qualified Compliance Committee entrusted with the task of controlling the risks connected with the specific
activity carried out by the Company and the related legal issues.
The Compliance Committee is responsible for constantly supervising:
The compliance with the Model by corporate bodies, employees, and consultants of the Company;
The actual effectiveness of the Model as a means of preventing the commission of the offences
specified in the Decree;
The implementation of the requirements laid down in the Model during the carrying out of the
Company’s activities; and
The update of the Model, should it be necessary to adjust it following changes in the company
structure and organisation or in law.
The Compliance Committee must adopt its own Operating Rules, approving their contents and submitting
them to the Board of Directors during the first meeting called after its appointment.
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9.2. Requisites and Appointment of the Members of the Compliance Committee
The Board of Directors appoints the Compliance Committee, grounding its decision regarding the choice of
each member, who must be selected solely and exclusively among those who fulfil the following requisites:
Autonomy and independence: the autonomy and independence of the Compliance Committee, and
of each of its members, are key elements for the success and reliability of the control and
supervision activity.
There is no definition of the concepts of autonomy and independence applicable in an absolute
sense; as a consequence, such concepts must be construed within the operating context in which
they are expected to apply.
Since the Compliance Committee is responsible for supervising the business operations and the
procedures applied, its position within the Company must be such as to guarantee its autonomy from
any kind of interference and influence by any member of the Company and, in particular, by the
operating top managers, especially considering that the Compliance Committee is also responsible
for supervising the activity carried out by the top management and top corporate bodies. Therefore,
the Compliance Committee is placed within the Company’s organisation chart in the highest possible
hierarchical position and reports only to the Board of Directors in the performance of such
responsibility.
The autonomy of the Compliance Committee is also guaranteed by the Board of Directors’ obligation
to render available to the Compliance Committee specifically dedicated company resources,
proportionate, in terms of number and value, to the tasks allocated to the Compliance Committee,
and to approve, upon formation of the Company’s budget, an adequate amount of financial
resources, which is proposed by the Compliance Committee and which the latter can use for any
needs connected with the performance of its tasks (e.g. specialist consulting, travels, etc.).
The autonomy and independence of each member of the Compliance Committee must be assessed
on the basis of the member’s functions and tasks, identifying from whom and from what the relevant
member must be autonomous and independent in order to be eligible to perform such function and
tasks. Consequently, should the Compliance Committee be composed also of members who hold
decision-making, operating and/or management roles in the Company, those members shall abstain
from participating in the discussion and/or vote, should the concrete decision-making, operating
and/or management activity carried out by them in favour of the Company be such as to prejudice
their autonomy and independence with reference to the object which is being discussed or approved
by the CC. In any event, the requisites of autonomy and independence presuppose that the
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members are not in a personal conflict of interests with the Company, even only potentially.
Therefore, the members of the Compliance Committee must not:
(a) Have a relationship of marriage or kinship, up to the fourth degree, with directors of the
Company or its subsidiaries or holding companies or of the relevant shareholders; or
(b) Be in any other evident or potential situation of conflict of interests.
Professionalism: the members of the Compliance Committee must have technical and professional
skills and expertise adequate for the tasks assigned to the CC. It is therefore necessary that the
Compliance Committee comprises persons with adequate professional skills and expertise in the
economic and legal sectors, as well as in the sector of analysis, control, and management of
corporate risks. In particular, the Compliance Committee must have the necessary technical skills
and capacities to perform inspection and guidance activities.
It is therefore advisable, also on the basis of the relevant best practice, once the members of the
Compliance Committee are identified, that the Board of Directors evaluate, upon their appointment,
whether they meet the requirements laid down in the official organisation model, based on their
curricula and the official specific statements collected by the Board directly from the candidates.
In order to ensure that the Compliance Committee has the necessary or useful professional skills
and expertise to carry out its activity, and to guarantee the professionalism of the Compliance
Committee as a whole (as well as its autonomy and independence), the Compliance Committee is
granted a specific expense budget to recruit outside the Company, if necessary, persons with skills
and expertise to supplement the skills and expertise of the members of the Compliance Committee.
By engaging external professionals the Compliance Committee can therefore be assisted by legal,
business organisation, auditing, accounting, financial, and safety at work experts.
Continuity of action: the Compliance Committee performs, on a continuative basis, the activities
necessary to supervise the Model, with adequate commitment and with the necessary powers of
inspection.
Continuity of action must not be construed as meaning “unceasing operativity”, as such interpretation
would necessarily require the Compliance Committee to be a body exclusively internal to the
Company, whilst this would result in a reduction of the necessary autonomy which is a requisite of
the Compliance Committee. Continuity of action implies that the activity of the Compliance
Committee must not be limited to periodical meetings of its members; it must be rather organised on
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the basis of an action plan and the constant performance of monitoring and analysis activities with
regard to the Company’s prevention system.
In order to facilitate the fulfilment of this requisite, it seems necessary that at least one of the
members of the Compliance Committee be also physically present within the Company or be
otherwise permanently close to sensitive areas, so as to receive prompt feedback on the
effectiveness of the adopted control system contemplated in the organisation model.
In application of this principle and in consideration of the specific tasks of the Compliance Committee, the
Board of Directors will identify the members of the Compliance Committee, which shall not be less than three
or more than five, on the basis of the following principles and in compliance with the personal characteristics
hereby defined:
At least one member must be a person external from the Company and the Group to which it belongs,
who has proven technical skills in the legal sector or related to the organization or to internal controls;
At least one member must be identified among the persons who held control functions for the Company
or for the Group to which it belongs;
The remaining members could be identified among the professionals which are either part of the
Company’s organization or of the organization of the Group to which it belongs, or external to the Group.
The above characteristics are such as to guarantee within the CC the requisites of honourability, autonomy,
independence, and professionalism required by the law as well as the possibility of the continuity of action
which must characterize the operating activities of the CC. In this respect, it must be specified that the CC
has autonomous initiative and control powers and, in order to guarantee its independence, it solely reports to
the top management, i.e. directly to the Board of Directors as a whole, which appoints and revokes the CC.
Should the Board of Directors decide to appoint an even number of members, in case of a deadlock
situation, the vote of the Chairman of the CC will have decisive value for the adoption of the resolution. The
Chairman of the CC must be chosen among the members which are external to the Company or to the
Group to which it belongs.
After formal acceptance of the persons appointed, the decision regarding the appointment of the CC is
circulated at all company levels, through an internal communication.
The CC remains in office until the expiry of the mandate of the Board of Directors that has appointed it. The
CC’s members may be reappointed.
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9.3. Requisites of Eligibility
Each member of the Compliance Committee must fulfil the requisites of professionalism, honourability,
independence, functional autonomy, and continuity of action, and must have the necessary skills and
expertise to perform the tasks specified in the Decree.
The following constitute grounds for non-eligibility and/or incompatibility:
(a) Being subject to preventive measures adopted by judicial authorities pursuant to Law no.
1423 of 27th December 1956 (law on preventive measures against persons dangerous to
public safety and morals) or Law no. 575 of 31st May 1965 (anti-mafia provisions); or
(b) Being involved in investigations, or having been convicted, including by a non-final sentence
or one issued pursuant to sections 444 et seq. of the Italian code of criminal procedure (plea
bargain) or with a conditionally suspended sanction, subject to the effects of rehabilitation:
(i) Due to one or more of the offences provided for by L.D. 231/2001;
(ii) To imprisonment for no less than two years due to any non-culpable crime; or
(c) Being disqualified, placed under care (inabilitato), bankrupt or convicted, including by a non-
final sentence, to a penalty implying disqualification, whether on a temporary or on a
permanent basis, from holding public offices or the inability to hold direction offices; or
(d) Having been a member of the Compliance Committee within a company against which the
sanctions provided for by art. 9 of L.D. 231/2001 were applied, unless five years have
elapsed from the date of infliction of the final sanction and the member has not been
criminally convicted, not even through a non-final sentence.
The occurrence of even one of the aforementioned conditions results in the non-eligibility of a person for
holding the office as member of the CC and, in the case of his/her appointment, he/she will automatically
cease from office, without need for a resolution of revocation by the Board of Directors, which will replace the
ceased member.
9.4. Removal, Replacement, Cessation, and Withdrawal
Subject to the foregoing, a member of the CC may be removed only through a resolution of the Board of
Directors and only for just cause.
Upon the occurrence of any of the following, the removal will be considered for just cause:
Loss of the requisites of eligibility;
26
Failure to fulfil the obligations relating to the office assigned;
Lack of good faith and diligence in the performance of the mandate;
Failure to cooperate with the other members of the CC; or
Unjustified absence at one or more meetings of the CC.
In the presence of a just cause, the Board of Directors will remove the ineligible member of the CC and, after
providing adequate grounds therefor, it will immediately appoint his/her substitute.
The supervening incapacity or impossibility to perform the mandate amounts to a ground for cessation from
office, prior to the expiry of the term specified in paragraph 10.2 above.
Any member of the CC may withdraw from his/her office at any time, with at least one month’s prior written
and justified notice to the Board of Directors.
In the case of cessation or withdrawal of one of the members of the CC, the Board of Directors will promptly
replace such member, giving notice also to the Chairman of the CC.
9.5. Tasks and Powers
The Compliance Committee meets at least four times a year as well as upon any member’s written request
to the Chairman. Furthermore, during the course of the first meeting, the CC may delegate specific tasks to
its Chairman.
For the performance of the tasks assigned, the Compliance Committee is vested with all powers of action
and control over any company activity and at any personnel level and is hierarchically subordinated to the
Board of Directors only, to which it reports through its Chairman.
The tasks and powers of the CC and of its members cannot be questioned by any corporate body or
structure, it being understood that the Board of Directors can check consistency between the work carried
out by the CC and the company policies.
The Compliance Committee performs its tasks in coordination with the other control bodies and functions. In
particular:
With the Human Resources function in relation to personnel training on the Decree topics;
With the Legal & Corporate Affairs function, as regards the interpretation and update of the legal and
regulatory framework, as well as for the evaluation of the contractual clauses ruling the application of
the Model to third parties;
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With the corporate functions performing risk activities, as regards all the aspects relating to the
performance of the procedures for the implementation of the Model.
Upon supervising the actual implementation of the Model, the Compliance Committee is vested with the
following powers and tasks, which it exercises and performs in compliance with law and the individual rights
of employees and parties concerned:
a) To carry out, or cause other persons to carry out, under its direct supervision and responsibility,
periodical inspections;
b) To access all the information regarding sensitive activities of the Company;
c) To request information or exhibition of documents in relation to sensitive activities from all the
employees of the Company and, if necessary, from directors, the board of statutory auditors, the
auditing firm, and persons appointed pursuant to the accident prevention, health and safety at work
legislation;
d) To request information or exhibition of documents in relation to sensitive activities from independent
contractors, consultants, agents and representatives external to the Company and, in general, from
all addressees of the Model, as identified in paragraph 9 above;
e) To request the assistance and support of employees;
f) To engage external consultants, in the presence of any specific issues requiring specific skills and
expertise;
g) To propose to the body or division in charge of the disciplinary function the application of necessary
sanctions, as specified in paragraph 11 below;
h) To periodically check the Model and, if necessary, propose to the Board of Directors relevant
changes and updates;
i) To define, in agreement with the HR manager, personnel training programmes in relation to the
subject matters relating to L.D. 231/01;
j) To draw up periodically, and at least once a year, a written report to be submitted to the Board of
Directors, with the minimum contents specified in paragraph 9.6 below;
k) To immediately inform the Board of Directors of any serious and urgent facts occurred and detected
during the performance of its activities; and
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l) To identify and update periodically (after consulting the HR and the Legal & Corporate Affairs
functions, as well as the officer in charge of the area to which the contract or the relationship is
related) the types of legal relationships with persons external to the Company to whom it is
appropriate to apply the Model, and to determine the procedures of communication of the Model to
such persons and the necessary procedures to guarantee compliance with the provisions contained
therein.
The Compliance Committee determines its annual budget and submits it for the approval of the Board of
Directors.
9.6. Information Flows
Reports by the Compliance Committee to the Company’s top management
The CC reports solely and exclusively to the Board of Directors with regard to the implementation of the
Model, the arising of any issues, the need for updates of, and adjustments to, the Model, and the reporting of
ascertained breaches.
For this purposes, the CC prepares a six-monthly report providing the following specific information:
A summary of the activities and controls carried out by the CC during the course of the year;
Any discrepancies between the operating procedures of implementation of the provisions of the
Model;
Any new ambits of commission of the offences specified in the Decree;
A check of the reports received from external or internal persons with regard to breaches of the
Model, and the results of the checks regarding such reports;
The disciplinary procedures and sanctions, if any, applied to the Company, i.e. only those relating
to offence-risk activities;
A general evaluation of the Model, with possible proposals of formal and substantial additions and
improvements, with regard to its actual functioning;
Changes in the applicable legislation; and
A statement of the expenses incurred.
The CC refers to the CC of the parent company upon facts and circumstances relevant to the performance of
supervision to the extent applicable.
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Subject to the terms above, the President, the Board of Directors, and the Board of Statutory Auditors may
call, at any time, a meeting of the CC, which, in turn, may request the convocation of the aforesaid bodies,
through the competent functions and persons, whenever it deems it appropriate.
Reports to the CC
The Compliance Committee, through the definition of an operating procedure, may determine other types of
information that the officers involved in the management of sensitive activities must submit, as well as the
frequency and procedures in accordance with which such information must be supplied to the Compliance
Committee.
All the company personnel and external persons who are the addressees of this document have the
obligation to communicate with the Compliance Committee, whether directly or through the Internal Audit
& Compliance function, in order to report any commission of offences or breach of the Model, by dialling an
ad hoc telephone number, by reserved internal mail, or through a dedicated e-mail box.
Telephone: 0039.02.4384.7020
Reserved internal mail: using the ad hoc mail boxes. The envelope must clearly states: “Strictly private and
confidential. Notice from employee”, in order to guarantee the strictest confidentiality.
E-mail box: [email protected] or [email protected]
The Internal Audit & Compliance function has the obligation to inform the Compliance Committee of any
instances of commission of offences or breach of the Model that may be detected during the course of the
audit activities carried out within the ambit of the corporate functions.
If made anonymously, reports must be precise, not vague, and must describe facts and persons which and
who are the subject of the report in a circumstantiated manner.
The Compliance Committee will evaluate any such report and start a specific process to ascertain the truth
and whether the report received is grounded.
The Company is committed to adopting suitable measures to guarantee the confidentiality of the identity of
whosoever sends information to the Compliance Committee, provided that such information is true and
useful to identify acts or conduct that do not comply with the procedures of the Model and the internal control
system. Any conduct aimed at slowing down the activity of the CC will be appropriately punished.
The Compliance Committee is committed, in any case, to protecting whomsoever files a report in good faith
against any form of retaliation, discrimination or penalisation and, in any case, to guaranteeing that his/her
30
identity is kept strictly confidential, subject to statutory obligations of disclosure and the protection of the
rights of the Company or of persons accused erroneously or in bad faith.
In addition to reports regarding general breaches as described above, the Compliance Committee must be
informed of any disciplinary proceedings initiated in relation to a “report of breach” of the Model and the
sanctions applied (including the decisions adopted against employees) or the decisions of dismissal of such
cases with relevant grounds.
10. Provision of Goods or Services by Other Companies
The provision of goods or services by the subsidiaries of Tenova S.p.A. or by third parties, as well as the
services provided to the Company by Techint Industrial Corporation S.p.A., with particular reference to goods
and services that may be related to sensitive activities, must be regulated by written agreements.
The agreement between the parties must provide for the following:
The obligation by the supplier to attest the truthfulness and completeness of the documentation
produced and the information supplied to the Company pursuant to legal obligations;
The commitment by the supplier to comply, during the term of the agreement, with the fundamental
principles laid down in the Code of Conduct and in the Model, as well as with the provisions set forth
in L.D. 231/01, and to operate in line with such principles; and
The obligation to fulfil any requests for information, data or news from the CC of the Company.
Failure to fulfil any of the aforesaid obligations must be duly justified and reported in writing to the CC of each
of the parties involved.
11. Disciplinary System
11.1. General Principles
The Company condemns any conduct or behaviour in breach of law, of the provisions of the Model and of
the Code of Conduct, even if such conduct or behaviour is taken in the interests of the Company or with the
aim to benefit the Company.
Any breach of the Model or the procedures set out in accordance with the Model, by whosoever committed,
must be immediately reported in writing to the Compliance Committee, subject to the procedures and
measures that fall within the responsibility of the officer in charge of the disciplinary power.
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All addressees of the Model are bound by this reporting obligation.
Upon any report of breach, the Compliance Committee must immediately take all the necessary steps, while
keeping the identity of the accused strictly confidential. Sanctions are adopted by the relevant corporate
bodies, by virtue of the powers conferred upon same by the articles of association or the internal rules of the
Company. Subject to any appropriate evaluations, the CC will inform the officer in charge of the disciplinary
power, who will commence the procedure aimed at the raising of the allegations and the potential application
of sanctions.
By way of example, the following types of behaviour amount to punishable violations:
Breaching, through actions or omissions, whether or not in cooperation with others, the principles
and procedures provided for by the Model or aimed at its implementation;
Drafting false documentation, whether or not in cooperation with others;
Facilitating, through omissions, the drafting by others of false documentation;
Stealing, destroying or tampering documentation relating to procedures in order to by-pass the
control system provided for by the Model;
Hindering the supervision activity of the CC;
Impeding access to information and documentation requested by persons in charge of controlling
procedures and making decisions;
Carrying out any other actions likely to by-pass the control system provided for by the Model.
11.2. Sanctions and Disciplinary Measures
In compliance with the CCNL, the Model constitutes a set of rules of conduct and rules concerning sanctions
that the personnel must abide by. Any violation of any rules contained in the Model therefore entails the
application of disciplinary procedures and relevant sanctions. All employees at any level and of any degree
(workers, clerical workers, executives) under any employment contract with the Company (whether on a full
time or a part time basis), with or without subordination obligations (including para-subordinate employees)
are bound by the provisions contained in the Model.
With reference to employees classified as workers, clerical workers and executives, the disciplinary
system applies in accordance with the terms of art. 7 of Law no. 300 of 20th May 1970 (known as “Workers’
Charter”) and any applicable specific CCNL. If the unlawful act also amounts to violation of obligations
provided for by law or deriving from the employment relationship, which is of such a nature as not to allow
the continuation of the employment relationship, not even on a provisional basis, the Company may apply
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dismissal without notice, pursuant to section 2119 of the Italian civil code, subject to respect of the
disciplinary proceedings. By way of example, the following disciplinary measures and sanctions may apply,
subject to the discretionary powers of the officer in charge of the disciplinary system:
Reprimand in the case of violation, whether through actions or through omissions, and whether or
not in cooperation with others, of the principles and procedures provided for by the Model or aimed
at its implementation;
Pecuniary sanctions in the case of drafting of false documentation, whether or not in cooperation
with others, or upon facilitating, through omissions, the drafting by others of false documentation;
and
Suspension from service and pay in the case of stealing, destroying or tampering of documentation
relating to procedures in order to by-pass the control system provided for by the Model, or upon
hindering the supervision activity of the CC, or upon impeding access to information and
documentation requested by persons in charge of controlling procedures and making decisions, or
upon carrying out any other actions likely to by-pass the control system provided for by the Model.
In the case of reiteration of serious breaches or breaches that exposed the Company to the risk of suffering
prejudicial consequences, a more serious sanction than the one provided for the breach committed will
apply, including dismissal in the most serious cases.
With reference to violations by executives, the Compliance Committee shall give notice thereof to the officer
in charge of the disciplinary power and to the Board of Directors, in the person of the director provided with
delegation of power on human resources matters, by way of an ad hoc written report. The addressees of the
report will initiate the proceedings for which they are responsible for the purposes of raising the allegations
and applying the sanctions, as the case may be, as provided for by law and by the applicable CCNL, with
possible revocation of powers of attorney and proxies, if any.
With reference to violations by directors of the Company, the Compliance Committee must give prompt
notice thereof to the Board of Directors and to the board of statutory auditors by way of a written report. In
any such case, the Board of Directors may apply any measure provided for by law, which will be
commensurate with the seriousness, fault, and damage caused to the Company.
In the most serious cases and when the violation is such as to prejudice the trust relationship with the
Company, the Board of Directors will call the shareholders’ meeting, proposing the revocation of the office.
With regard to violations by members of the board of statutory auditors, if the violation is such as to
constitute a just cause of removal, the Board of Directors will propose to the shareholders’ meeting the
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adoption of the relevant measures falling within its responsibility and will fulfil all other formalities provided for
by law.
Relationships with third parties are regulated by adequate formal agreements, which must contain clauses
regarding the compliance with/communication of the fundamental principles of the Model and of the Code of
Conduct by/vis-à-vis such third parties. In particular, failure to comply with such principles will result in the
termination of the agreement ex art. 1456 c.c., subject to the Company’s right to seek compensation for
damage, if applicable.
Failure to include such clauses in the agreements with third parties must be reported to the Compliance
Committee, together with the necessary grounds, by the officer in charge of the function within the ambit of
which the agreement is in force.
12. Communication and Training
Communication and training relating to this Model are the responsibility of the HR function. In cooperation
with the Compliance Committee, this function must guarantee, by the means that it may deem most
appropriate, the circulation and actual knowledge of the Model to all addressees specified in paragraph 8
above.
Any change to, and/or update of, this document must be communicated to all company personnel through
publication in the company intranet and through an ad hoc communication by the HR function.
New employees are supplied with a set of information documents (e.g. Code of Conduct, CCNL,
Organisation, Management, and Control Model, Legislative Decree no. 231/2001, etc.), in order to ensure
that they receive the most important information.
The CC determines the procedures of implementation of the above communication obligations towards the
addressees of the Model that are external to the Company.
It is the Company’s duty to implement and formalise ad hoc training plans, with the aim to guarantee the
actual knowledge of the Decree, the Code of Conduct, and the Model by all corporate offices and functions.
Training courses and other similar initiatives must be differentiated depending on whether they address all
employees, employees operating in specific sensitive areas, the Compliance Committee, directors, etc., on
the basis of an analysis of their skills, expertise, and training needs to be carried out by the HR function.
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Personnel training for the purposes of the implementation of the Model is compulsory for all employees and
is managed by the HR function, in close cooperation with the Compliance Committee, which will ensure the
prompt organisation and performance of training programmes.
The Company guarantees the arrangement and preparation of suitable means and procedures to ensure, at
any time, the traceability of training initiatives and the formalisation of the participants’ attendance, the
possibility of evaluating their learning levels, and the evaluation of their level of satisfaction with the course,
with the aim to develop new training initiatives and improve those currently under way, through, among other
means, comments and suggestions with regard to contents, materials, teachers, etc.
Training courses are held by experts of the provisions contained in the Decree and may also take place at a
distance or through computer systems. The contents of training courses are screened by the Compliance
Committee.
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SPECIAL PART
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1. Introduction
Pursuant to the provisions of art. 6, paragraph 2, lett. a) of the Decree, through a process of mapping of the
risks, of evaluation of the activities, of the existing controls, and of the business context in which it operates
(so-called control and risk self-assessment), the Company has identified sensitive activities in the ambit of
which there is a risk of any of the offences specified in the Decree being committed.
In order to prevent or mitigate the risk of commission of such offences, the Company has therefore
formulated a number of general principles of conduct and general prevention protocols applicable to all
sensitive activities, as well as specific prevention protocols for each sensitive activity identified.
2. General Principles of Conduct
All addressees of the Model, as identified in paragraph 9 of the General Part, must adopt rules of conduct in
compliance with law, the provisions contained in this document, and the principles laid down in the Code of
Conduct, in order to prevent the commission of any of the offences provided for by the Decree.
In particular, the principles identified in the Code of Conduct (which must be deemed fully referred to herein),
which are related to different types of addressees and/or counterparties, are preconditions for, and form an
integral part of, the control protocols specified in paragraph 3 below.
For the purposes of the adoption and implementation of the organisation, management and control Model,
the Company is also committed to implementing the specific protocols specified below.
3. General Prevention Protocols
Within the ambit of all operations concerning sensitive activities, the general control protocols implement the
following principles:
Only those specifically identified for this purpose are entitled to deal with the public administration;
Formation and implementation of the Company’s decisions must be in compliance with the principles
and requirements set out in the provisions of law, in the articles of association, and in the Code of
Conduct of the Company;
Management, coordination, and control responsibilities within the Company must be formalised;
Levels of hierarchical dependence must be formalised and the different duties within the Company
must be described;
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The phases of formation and the authorisation levels of the Company’s deeds must be documented
and reproducible at any time;
The system of granting proxies and signature powers to persons external to the Company must be
consistent with the responsibilities assigned to each director, and the knowledge of such powers by
external parties must be guaranteed by adequate means of communication and publicity;
The granting and the exercise of powers within the context of a decision-making process must be
consistent with the positions of responsibility and with the importance and/or critical nature of the
underlying economic transactions;
There will be no subjective identity between those who make or implement decisions, those who are
responsible for providing accounting evidence thereof, and those who are in charge of carrying out
relevant controls pursuant to law and to the procedures contemplated by the internal control system;
With regard to all transactions concerning sensitive activities, procedures and guidelines must be
implemented and an internal officer responsible for the implementation of the transaction must be
identified; unless otherwise provided for, he/she will be the officer in charge of the function
responsible for the management of the transaction at risk. This internal officer:
May request information and clarifications from all corporate functions, operating units or
individuals that are dealing with or dealt with the transaction at risk;
Shall promptly inform the Compliance Committee of any issue or conflict of interests; and
May consult the Compliance Committee in any case of ineffectiveness or inadequacy of, or
difficulty to implement, the prevention protocols or the procedures of implementation of said
protocols, or in order to obtain clarifications with regard to the objectives and prevention
procedures set out in the Model;
Company data must be accessed in compliance with Legislative Decree no. 196 of 2003, as
subsequently amended and supplemented, including regulatory amendments thereto;
Documents regarding the formation of decisions and their implementation must be filed and kept at
the care of the relevant function. Access to filed documents must be permitted only to persons
authorised in accordance with operating company procedures, as well as to the board of statutory
auditors, the auditing firm, and the Compliance Committee;
The choice of any external consultants must be grounded and must be made on the basis of
professionalism, independence, and competence requisites;
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Employees and consultants reward systems must be based on realistic objectives consistent with
the duties and responsibilities assigned and the activities carried out;
Incoming and outgoing financial flows of the Company must be constantly monitored and must be
traceable at any time; and
The Compliance Committee must check that the operating company procedures regulating sensitive
activities, which form an integral part of the organisation Model of the Company, fully implement the
principles and requirements contained in this Special Part, and that same procedures be constantly
updated, whether or not upon the proposal of the Compliance Committee, in order to guarantee the
achievement of the purposes of this document.
Tenova S.p.A Via Gerenzano, 58 21053 Castellanza (VA) T +39 0331 444111 F +39 0331 444390 [email protected] www.tenova.com
