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ORGANISATIONAL MODEL (LEGISLATIVE DECREE 231/2001)
By resolution of the Board of Directors on 24 January 2006, the
Company has adopted an organisational model (the “Model”)
in compliance with the requirements of Legislative Decree
231/2001. As a result of constant revisions and updates, the
Board of Directors approved a new version of this Model on 27
August 2008, which was last updated on 10 November 2010.
Revision of the Model has taken account of the extension
of corporate administrative liability to new types of criminal
offence, and of changes in the Company’s organisational
structure after adopting the original organisational model.
A Model has therefore been developed for the Company that
fully complies with the guidelines identified by analysing and
mapping business processes at risk of criminal offence and that
is consistent with the Company’s specific characteristics, and
thus able to satisfy the effectiveness requirements demanded
by law.
The Model adopted by the Company is reflected in the following
documents:
(a) Code of Ethics. This sets out the general principles
(transparency, integrity and fairness) which underpin the
conduct of business and which are also relevant for the
purposes of Legislative Decree 231/2001; it also indicates the
goals and values which characterise the Company’s operations.
(b) Rules of conduct. These contain specific rules for dealing
with public officials and are designed to satisfy the specific
requirements of Legislative Decree 231/2001 with regard to the
prevention of potential risk situations. These guidelines set
out types of conduct to be actively adopted and conduct to be
avoided, thus translating the contents of the Code of Ethics
into practical guidelines.
(c) Rules of Governance. This is a descriptive document
structured as follows:
• Introduction: this contains a description of the business and
organisation of Prysmian, with the purpose of putting the
Model into its specific business context.
• Section One: this contains a general description of the
contents of the Decree and the purpose of the Model.
• Section Two: this provides details of the Model’s specific
rules of governance.
This document contains, inter alia, a list and description of the
offences, an organisation chart, contractual clauses and a list
of procedures. It also describes how the Model is distributed
and publicised, how its users are instructed and how it is
adopted and continuously updated. It also contains a specific
chapter on the Monitoring Board (duties, reasons for members
being ineligible, removal, disqualification and suspension of
members, spending budget for its work).
(d) Decision-making and control procedures. These have the
purpose of governing for all the relevant risks mapped:
- roles and responsibilities of persons involved;
- decision-making/authorisation processes;
- how activities at risk are managed and controlled.
In order to guarantee better oversight of internal control
activities and in compliance with the recommendations of
the Italian Stock Exchange Self-Regulatory Code, the Board of
Directors has appointed Valerio Battista, the Chief Executive
Officer, as the director in charge of the system of internal
control and risk management and made him responsible for
monitoring the internal control system’s overall adequacy,
efficiency and effectiveness. The Board of Directors has also
appointed the Head of Internal Audit with responsibility for
verifying that the internal control system is always operating
adequately and effectively.
