Legislative Decree No. 231 of 8 June 2001 (hereinafter, also "Decree" or "Legislative Decree 231/01"), issued in execution of the Delegation Law referred to in Law No. 300/2000, introduced the regime of "Administrative Liability of legal persons, companies and associations, including those without legal personality" into our legal system.
This decree introduced a new form of company liability, qualified as administrative, but substantially of a criminal nature, for crimes committed by:
a) persons who hold positions of representation, administration or management of the entity or one of its organisational units with financial or functional autonomy, as well as persons who exercise, even de facto, the management or control of the entity (so-called "Senior Management", art. 5 paragraph 1, lett. a);
b) persons subject to the management or supervision of one of the individuals indicated above (so-called "Subordinates", art. 5 paragraph 1, lett. b)
Articles 6 and 7 of the Decree provide that, if one of the crimes referred to in the Decree is committed by a Senior Manager or by a Subordinate in the interest or to the advantage of the legal entity, this may be exempt from liability if it has:
• adopted and effectively implemented internally an "Organisation, management and control model" capable of preventing such crimes;
• appointed an internal body with autonomous powers of initiative and control with the task of supervising the operation of and compliance with the Model mentioned in the previous point.
According to the provisions of art. 6, paragraph 2, of the Decree, this Model must meet the following requirements in particular:
1. identify the activities in which crimes may be committed;
2. provide for specific protocols aimed at planning the formation and implementation of the entity's decisions in relation to the crimes to be prevented;
3. identify ways of managing financial resources suitable for preventing the commission of offences;
4. provide for disclosure obligations towards the body appointed to supervise the operation of and compliance with the Model;
5. introduce a disciplinary system suitable for sanctioning non-compliance with the measures indicated in the Model.
Although Legislative Decree No. 231/01 emphasises the "exempting" function of the Organisation, Management and Control Model for the entity, the Model primarily has a "preventive" function in relation to the crimes referred to in the Decree and, more generally, it is aimed at ensuring that the entity's activity fully complies with a parameter of "legality".
Mediberg, whose Organizational and Management Model has been in force since 2014, after an articulated process of risk assessment and analysis has recently:
SUPERVISORY BODY
According to the provisions of the "General Part" of the aforementioned Model, the Supervisory Body must be promptly informed, through a specific internal communication system, of any acts, behaviours or events that may lead to a violation of the Model or which, more generally, are relevant for purposes of the Decree.
The disclosure obligations on any conduct contrary to the provisions contained in the Model fall within the employee's broader duty of diligence and loyalty pursuant to art. 2104 and 2105 of the Italian Civil Code.
As regards agents, commercial partners, consultants, external collaborators, in general for the so-called Third Parties, they are bound to an obligation of immediate disclosure in the event that they receive, directly or indirectly, a request for behaviour that could lead to a violation of the Model from a Subordinate or Senior Manager of the Company.
All Third Parties concerned, if applicable, may submit reports to the Mediberg Oversight Body through the use of the dedicated electronic channel, accessible by typing the following URL: whistleblowersoftware.com/secure/mediberg
