2013 SuStainability RepoRt >
eConomiC and finanCial ReSponSibility
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| pRySmian gRoup | 2013 SuStainability RepoRt
ORGANISATIONAL MODEL (DECREE 231/2001)
By resolution of the Board of Directors on 24 January 2006,
the Company adopted an organisational model (the “Model”)
in compliance with the requirements of Decree 231/2001. This
Model is updated periodically following the identification of
new offences by the legislator, as well as the results of internal
checks carried out to ensure proper implementation.
The revisions have taken proper account of the extension
of corporate administrative liability to include new types
of offence, as well as the changes made to the Company’s
organisational structure subsequent to initial adoption of the
current Model.
The Model developed reflects the specific characteristics of the
Company and, in particular, complies in full with the guidelines
identified by mapping and analysing the corporate practices
exposed to the risk of committing offences. As a consequence,
the Model meets the efficacy requirements envisaged by law.
The Model adopted by the Company includes the following
documents:
(a) Code of Ethics. The Code of Ethics establishes the general
principles of behaviour (transparency, integrity and justice)
that govern the conduct of commercial activities and are
relevant for the purposes indicated in Decree 231/2001.
This Code also sets out the objectives and values that
guide the Company in the performance of its activities;
(b) Code of Conduct. The Code of Conduct contains specific
rules for the conduct required when working with public
officials and commercial counterparts. This Code was
devised to meet the requirements specified in Decree
231/2001 regarding the prevention of potential risk
situations. In substance, the Code establishes both the
necessary pro-active behaviours and the conduct to be
avoided, providing practical guidance for implementation
of the Code of Ethics.
(c) Operational rules. This descriptive document is organised
as follows:
• Introduction: description of Prysmian’s commercial
activities and organisation. The introduction positions
the Model within the corporate environment specific to
Prysmian.
• Section I: general description of the contents of the
Decree and the purpose of the Model;
• Section II: detailed information about the specific
operational rules required by the Model.
The Model also contains a list and description of offences,
the organisation chart, the contract clauses and the list of
protocols. Furthermore, the document describes how the
Model is updated and contains a chapter dedicated to the
Supervisory Body (duties, reasons for which persons may
be ineligible, revocation, disqualification and suspension
of members, spending budget). Lastly, the document
provides information about how the Model is distributed and
communicated, as well as about the training of users and how
the Model is adopted and updated.
(d) Decision-making and control procedures. In view of the
considerable risks identified, these procedures govern:
• the roles and responsibilities of the persons involved;
• the 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
Borsa Italiana’s Code of Self-Regulation, the Board of Directors
has appointed the CEO - Valerio Battista - as the Executive
Director responsible for the risk management and internal
control system and made him responsible, among other
duties, for managing this system and monitoring constantly
its overall adequacy, effectiveness and efficiency. The Board
of Directors has also appointed an Internal Audit Manager and
made him responsible for verifying that the internal control
system is adequate, fully operational and effective at all
times.
During 2013, the organisational models adopted by all Italian
companies within the Group were revised and updated to take
account of the new offences identified: the counterfeiting
of currency, government bonds, duty-paid stamps and
commercial trademarks, the hiring of illegal immigrants and
private corruption. The changes made to the organisational
structure of the Group were also taken into consideration. The
work performed included the mapping of risks, analysis of the
applicability of the new offences, assessment of the adequacy
and effectiveness of the key controls already implemented,
and identification of any improvements to be made. Following
this work, most protocols and procedures were updated
and two new protocols were introduced: that regarding the
management of relations with certification bodies (quality and
safety) and that regarding the management of inventions and
product/process innovation, as well as the use of patents and
commercial trademarks. These protocols define the control
activities, as well as the roles and responsibilities for dealing
with possible offences.
