Terms and definitions

Organizational Model or Model
Organization, Management and Control Model according to the requirements of Legislative Decree 231/2001.

OdV
Acronym for "Supervisory Body". This means the internal control body, responsible for supervising the functioning and observance of the Model, as well as its updating.

AU
Acronym for Sole Director

CCNL
The National Collective Labor Agreements as well as the Supplementary Company Agreements.

Legislative Decree 231/2001 or Decree
Legislative Decree 8 June 2001 n. 231 “Discipline of the administrative responsibility of legal persons, companies and associations even without legal personality, pursuant to article 11 of law 29 September 2000, n. 300” and subsequent amendments and additions.

Employees
Persons who perform work for the company, employed and under the direction of the company with a permanent or fixed-term contract. Workers with independent collaboration contracts, temporary workers and interns are equated with employees with regard to compliance with the provisions of Legislative Decree 231/2001.

Purchasing Dept
Persons who provide the Company with goods and/or services pursuant to agreements and/or contracts.

Public Administration
This means public administration.

Stakeholders or Interested parties
The subjects with interests in the company, whether internal or external to the corporate sphere.

Internal Control System or SCI
The set of directives, procedures and regulations adopted by the company for the purpose of ensuring the reliability of information, compliance with laws and regulations and ensuring corporate efficiency and effectiveness.

Sanctioning system
The document called this is part of the Organizational Model which regulates the sanctions that can be imposed on the recipients of the Model for failure to comply with the provisions set out in the Model itself.

Company regulations
The set of formalized rules and protocols that govern, in a binding manner for the Recipients, the methods in which the various company activities are carried out.

Introduction

The purpose of the "Organisation, management and control Model" (hereinafter also referred to as the "Model") is to exclude the administrative liability of Nuova Ruggeri Srl (hereinafter also referred to as the "Company") in the event of the commission of the crimes referred to in Legislative Decree .Lgs. 231/2001 by members, directors, managers, employees or, in general, collaborators of the Company.

  • The specific objective is to optimize the company's Internal Control System and make it compliant with the dictates of Legislative Decree 231/2001 and therefore:
    create the conditions to prevent crimes, avoiding sanctions and measures;
  • avoid in any case inappropriate and unethical behavior in relations with the Public Administration and towards all interested parties ("Stakeholders") by those who operate
    in Nuova Ruggeri Srl and of those who operate on behalf of Nuova Ruggeri Srl.

 

The scope of application of the Organizational Model consists of all corporate areas/processes of internal and external relevance.

The reference regulatory framework

Legislative Decree 231/01

On 8 June 2001, Legislative Decree 231/2001 was issued, containing the "Discipline of the administrative liability of legal persons, companies and associations even without legal personality", which introduced for the first time in Italy a direct liability of companies for certain crimes committed in their interest or to their advantage:

  • by people who hold representation, administration or management functions of the company or of one of its organizational units with financial and functional autonomy, as well as by people who exercise, even de facto, the management and control of the same (so-called Top Persons );
  • by persons subject to the management or supervision of one of the subjects indicated above (so-called Subordinate Persons).

The administrative liability introduced by Legislative Decree 231/2001 aims first of all to affect the assets of companies that have benefited from the commission of some identified criminal cases. It is therefore envisaged, in all cases, the application of a pecuniary sanction in a variable amount depending on the seriousness of the crime and the financial capacity of the Company in order to guarantee its real "afflictivity". For the most serious cases, interdictory sanctions are envisaged such as the suspension or revocation of licenses and concessions, the ban on contracting with the Public Administration, the ban on carrying out the activity, the exclusion or revocation of financing and contributions, the ban on advertise goods and services.

Articles 6 and 7 of Legislative Decree 231/2001 provide, however, a form of exemption from liability if the Company demonstrates that it has adopted and effectively implemented organisation, management and control models suitable for preventing the commission of the crimes considered.
The system also provides for the establishment of an internal control body within the Company with the task of supervising the functioning and observance of the models as well as ensuring that they are updated.

The aforementioned models must meet the following needs:

  • identify the processes and activities within which crimes can be committed;
  • provide specific protocols and procedures useful for preventing the commission of crimes;
  • identify methods of managing financial resources suitable for preventing the commission of crimes;
  • establish information obligations towards the body responsible for supervising the functioning and compliance with the model;
  • introduce a Sanctioning System suitable for sanctioning failure to comply with the measures indicated in the model.

Type of crimeRegulatory reference

Type of crimeRegulatory reference

Crimes against the assets of the Public Administration (Scam) Art.24
Computer crimes and illicit data processing Art. 24 bis
Organized crime crimes Art. 24 ter
Crimes against the assets of the Public Administration (Corruption) Art.25
Crimes against public faith (false numbers) Art. 25 bis
Crimes against industry and commerce Article 25 bis 1
Corporate crimes Art. 25 ter
Crimes with terrorist purposes Article 25 quater
Practices of mutilation of female genital organs Article 25 quater 1
Crimes against the individual personality Article 25 quinquies
Market abuse crimes Article 25 sexies
Crimes of negligent injury and manslaughter committed in violation of the regulations on the protection of health and safety at work Article 25 septies
Crimes of receiving, laundering and using money, goods or benefits of illicit origin, as well as self-laundering Article 25g
Crimes relating to payment instruments other than cash Article 25-octies.1
Crimes relating to copyright Article 25 novies
Inducement not to make statements or to make false statements to the Judicial Authority Article 25 decies
Environmental crimes Article 25 undecies
Crimes of employment of third-country nationals with illegal residence Article 25 duodecies
Transnational crimes L. 146 / 2006
Racism and xenophobia Article 25 terdecies
Fraud in sporting competitions, abusive gambling or betting and gambling using prohibited devices Article 25 quaterdecies
Tax crimes Article 25 quinquiesdecies
Smuggling Article 25-sexiesdecies
Crimes against cultural heritage Art. 25-septiesdecies
Laundering of cultural assets and devastation and looting of cultural and landscape assets Art. 25-duodevicies
Liability of entities for administrative offenses resulting from crime [These constitute a prerequisite for entities operating in the virgin olive oil supply chain] Art. 12, Law 9/2013
Transnational crimes 146/2006

The detailed list of crimes and sanctions is attached to the Model (Annex 4). As regards sanctions, the decree identifies a complex series of them.

  • pecuniary sanctions (articles 10 to 12 of Legislative Decree 231/2001): the commensuration of which is determined in number and value of the shares taking into account the gravity of the fact, the degree of responsibility of the company as well as the activity carried out to counter or mitigate the consequences of the act or to prevent the commission of further crimes. The amount of the fee is determined based on the economic and financial conditions of the company, in order to ensure the effectiveness of the sanction;
  • disqualifying sanctions (articles 13 to 17 of Legislative Decree 231/2001):
    • ban from carrying out the activity;
    • suspension or revocation of authorisations, licenses or concessions functional to the commission of the crime;
    • ban on contracting with the Public Administration;
    • exclusion from benefits, financing, contributions or subsidies and possible revocation of those granted;
    • prohibition on advertising goods or services.
  • Confiscation of the price or profit of the crime (art. 19 Legislative Decree 231/2001);
  • Publication of the sentence (art. 18 Legislative Decree 231/2001).

 

From a general point of view, it is appropriate to specify that the assessment of the Company's liability, as well as the determination of the sanction, are attributed to the criminal judge competent for the proceedings relating to the crimes on which administrative liability depends.

Guidelines for developing the Model

Pursuant to the provisions of paragraph III of the art. 6 of Decree 231/01, the Models can be prepared on the basis of the guidelines drawn up by the Trade Associations and ratified by the Ministry of Justice.
Model 231/01 adopted by Nuova Ruggeri Srl complies with the "Guidelines for the construction of Organization, Management and Control models pursuant to Legislative Decree. 231/2001” of Confindustria.

As is known, with the aim of providing practical help to companies, Confindustria has issued and periodically updates the Guidelines for the construction of organizational models. They provide methodological indications on the preparation of an organizational model suitable for preventing the commission of the crimes indicated in the decree, allowing exemption from responsibility and related sanctions.

The latest update of the Guidelines was released in June 2021.
The most innovative aspect of the new version lies in the clarification of the importance of integrated risk management, with 360° compliance.
In fact, from the analysis of the document, the need for an integrated compliance system clearly emerges, which allows the rationalization of processes and activities in terms of economic, human and technological resources, the efficiency of compliance activities, as well as the optimization of information flows and relationships between the various control actors (for example the Compliance function, the Privacy Manager, the Security Manager, Sole Auditor, the Supervisory Body) and risk management of the individual organisation, also through the execution of joint risk assessments and the periodic maintenance of compliance programs (including the methods of managing financial resources, as they are relevant and suitable for preventing the commission of many of the crimes expressly envisaged as underpinning the liability of entities).
With reference to integrated compliance, particular attention is paid to tax aspects, for which the Guidelines suggest the inspiration of the so-called Tax Control Framework (TFC), "which represents a further system that allows companies to evaluate and mitigate tax risk as a whole (making the most of all existing risk management models) and therefore to strengthen the related control".
The new Guidelines, dealing with the internal control methodology and the identification of risk management models and referring to the COSO Internal Control Framework and the COSO Enterprise Risk Management frameworks, intend to underline how the Model must not be seen as a mere regulatory compliance but rather must “live in the company, adhere to the characteristics of its organization, evolve and change with it”.
Finally, the importance of information flows between the Supervisory Body and the Sole Auditor is highlighted, making the sharing of information and real collaboration, respecting the roles, between the Supervisory Body and the various control actors essential. , including operational management, the latter being the owner of both the organization's business processes, but also of first level controls.

The Nuova Ruggeri management, organization and control model.

Principles of adoption of the Model by Nuova Ruggeri

The Nuova Ruggeri company was founded in 1963 in Cremona, an artisan laboratory where the experience gained by the Ruggeri family in the baking sector is expertly transferred to the production of unmistakable baked confectionery products. The turning point, marked by the innovative choice to use natural yeast in the production of delicious brioches, croissants and packaged sweet rolls, determined the success and progressive development of the company, to the point of equipping itself with a large and modern industrial plant.

In November 1993 the new headquarters was inaugurated, spread over approximately 10.000 square meters and equipped with technologically advanced systems, which in a few years projected Nuova Ruggeri onto the national and European markets.
Over the last decade the company has grown by expanding its distribution to the entire Italian market, thanks also to a sales network spread across the national territory, aiming abroad as another important objective.

Today it is a leader in the sector of naturally leavened confectionery products, present on the market with two brands: NUOVA RUGGERI. The high quality of production has also convinced the major distribution chains and large companies to entrust their Private Labels to Nuova Ruggeri.
All systems, from the raw material dosing system to the packaging department, are high-tech and fully automated. The production lines equipped with cutting-edge systems allow a production capacity of over 15.000 kg/day of finished product. The great passion for this work, the excellent quality of the products, the short delivery times, the flexibility, the seriousness and courtesy of all the staff are factors that make the company an established industrial reality.

Nuova Ruggeri Srl, in order to reiterate the correctness and transparency in the conduct of business and corporate activities, has adopted an organisation, management and control model that responds to the purposes and requirements required by the Decree. Although the adoption of the Model is foreseen by law as optional and not mandatory, the Company believes that the effective implementation of the Model itself not only allows it to benefit from the exemption provided for by Legislative Decree 231/2001, but improves its corporate governance, limiting the risk of crimes being committed.

The work of preparing the Model was shared with all the Function Managers and the Management of Nuova Ruggeri Srl with the aim of immediately making the same subjects aware of the importance of the Model.

Operating methods followed for the implementation of the Model

The phases with which the Model was developed are described and represented below:

 

Model Objectives

The Model is prepared with the aim of implementing internal control procedures (ex ante and ex post) of the various company activities, in order to provide the Company with adequate safeguards for the prevention of the crimes referred to in the Decree.
The Model is drawn up in compliance with the requirements of the art. 6, c.2 and c.3, of Legislative Decree 231/2001; in particular, they were:

  • the activities within which the predicate crimes identified for the purposes of Legislative Decree 231/2001 can be committed have been identified and isolated;
  • specific procedures are established aimed at managing staff training and aimed at implementing the organisation's decisions in order to prevent the predicate offences;
  • introduced specific protocols for the management of the various company activities in order to limit the possibility of committing specific crimes.

Model Structure

This model is structured as follows:

– Documents Model 231/01:

  • General Part
  • Special Part
  • Code of Ethics
  • Disciplinary System

– Attachments to Model 231/01, of which they are an integral part:

  • Updated list of crimes
  • Mapping activities at risk of crime
  • OdV Flow Regulations
  • Governance
  • Recipients of the Model

The Recipients of the Model as well as of the Code of Ethics are all those who in various capacities operate in the company and/or on its behalf:

  • the shareholders, directors and members of other corporate bodies;
  • employees, including managers;
  • external collaborators and freelancers who have non-occasional relationships with the company,
  • the partners (i.e. the subjects who participate in non-temporary associative agreements of an entrepreneurial nature in any form).

 

Approval, modifications and additions

The Model is approved and adopted by resolution of the Sole Director. The Sole Director has the task, also on the basis of the indications provided by the Supervisory Body, of updating or integrating the Model, following:

  • regulatory updates;
  • significant changes in the organization;
  • changes in company processes and activities or business areas;
  • occurrence of extraordinary events (serious violations, disputes, sanctions, etc.).

Any modifications or additions to the Model, also upon proposal of the Supervisory Body, of the Model documents are the exclusive responsibility of the Sole Director, who is also assigned the task of formulating:

  • the provision of an adequate budget to the Supervisory Body for the correct performance of its tasks;

Changes or additions to the mapping of risk areas and operational procedures, being operational documents, can be approved by the Sole Director.
Proposals for integration or substantial modification of the operating procedures that constitute control measures for sensitive activities must also be communicated to the Supervisory Body.

Communication, training and information activities

For the purposes of effective implementation of the Model, the company promotes communication, training and information activities of the Model.

The Management, in collaboration with the Supervisory Body, promotes the creation of a specific communication and training plan structured by type of recipient, with the aim of guaranteeing the dissemination of the contents of the Model and the Decree.

Communication

The Model is communicated to the Auditor and the Supervisory Body who receive an authorized copy. The Model is communicated to the company's employees through:

  • delivery of extract of documentation to employees and new hires (Code of Ethics, Disciplinary System, General Part)
  • information meetings on the aims and contents of the Model (expressly foreseen for top functions or area managers);
  • posting of the Code of Ethics and Disciplinary System on the company noticeboard;

The communication plan must be developed with the aim of providing capillarity, clarity and completeness in communication, providing for periodic updates following changes or additions to the Model or regulatory developments.
Nuova Ruggeri Srl also promotes full publicity of the Model also externally towards third parties through:

  • publication of the Code of Ethics and the General Part of the Model on the company website;
  • information to third parties (customers, suppliers, consultants, etc.).

Training and

The training plan involves implementing two different training methods:

  • general training aimed at all levels of the organization;
  • the specific training which instead concerns top management or in any case staff in the context of activities at risk of crime.

 

General training must provide basic knowledge relating to the Decree, the contents and purposes of the Model and the tasks and powers of the Supervisory Body.

The specific training must provide knowledge and awareness regarding the risks associated with company activities, the control measures to be activated and the risk assessment techniques so as to provide concrete elements for the identification of any anomalies or non-conformities.

The requirements that the Nuova Ruggeri training plan must comply with are the following:

  • participation in training courses is mandatory;
  • the rapporteur must be a competent person;
  • frequency must be functional to company action;
  • the training activity must be recorded and verified.

 

The training plan, as required by the Confindustria guidelines, is delivered in person and/or with the support of e-learning platforms.

The Supervisory Body

Requirements of the Supervisory Body

The art. 6, first paragraph, letter. b) of the Decree conditions the exemption from the administrative responsibility of the Entity to the establishment of an internal body within the Entity equipped with autonomous powers of initiative and control, which supervises the functioning and observance of the Model and which takes care of its update.

From the letter of the same regulation, as well as from the Confindustria Guidelines, it emerges that the Supervisory Body must possess characteristics that ensure effective and effective implementation of the Model. In particular, this "structure" must meet the following requirements:

  • autonomy and independence: the subjects appointed in the Supervisory Body must not carry out management activities or tasks of an operational nature within the Company so as not to generate conflicts of interest. Hierarchical independence must also be guaranteed through the inclusion of the SB, as a staff unit, in a high position in the corporate organisation. The reporting activity of the SB will therefore be addressed exclusively to the top management;
  • professionalism: the SB must have specific technical skills, adequate knowledge of the regulations provided for by the Legislative Decree. 231 and of the Models and the necessary qualities to guarantee the dynamism of the Model itself, through update proposals to be addressed to the top management;
  • continuity of action: to ensure effective and constant implementation of Model 231/01, the SB structure must be provided with an adequate budget and adequate resources and must be dedicated to the supervisory activity of compliance with the Model and to verifying 'effectiveness and effectiveness thereof;
  • good repute and absence of conflicts of interest: each member of the Supervisory Body must not have a professional and personal profile that could compromise the impartiality of judgement, the authority and ethicality of the conduct;
  • autonomy of control powers in inspection activity: the SB must be guaranteed full and free access to all the information that is gradually deemed necessary to carry out the scheduled checks in execution of the control activity envisaged by Model 231/01. Precisely for this reason, the SB is to be considered independent rather than being a superior body to top management.

 

As regards the composition of the Supervisory Body, the Confindustria Guidelines suggest various solutions, based on the size and operations of the Body: both the definition of structures specifically created in the Body and the assignment of tasks are therefore considered viable of the SB to existing bodies. Likewise, and always based on the characteristics of the legal person, both collegial and single-person structures can be chosen. Finally, it is possible to entrust the role of member of the Supervisory Body to external parties who possess the specific skills necessary for the best execution of the task.

Functions and powers of the Supervisory Body

The institutional functions of the Supervisory Body were indicated by the legislator of the Decree in art. 6, first paragraph, letter b), and are included in the following expressions:

  • supervise the functioning and observance of the Models, that is: verify the adequacy of the Model, i.e. its suitability to prevent the occurrence of illicit conduct, as well as to highlight its possible implementation;
  • take care of their updating, that is: take care of the updating of the Model, proposing, if necessary, to the Sole Director or to any competent company functions, the adaptation of the same, in order to improve its adequacy and effectiveness, even in consideration of any subsequent regulatory interventions and/or changes in the organizational structure or company activity and/or significant violations of the Model found.
  • information and training on the Model, i.e.: promoting and monitoring initiatives aimed at promoting the dissemination of the Model among all subjects required to comply with the relevant provisions (Recipients);

 

Causes of ineligibility and incompatibility

The following are considered causes of ineligibility:

  • the presence of one of the circumstances referred to in article 2382 of the Civil Code in relation to the individual member of the Supervisory Body;
  • the launch of investigations against the individual member of the Supervisory Body for crimes sanctioned by the Legislative Decree. 231/2001;
  • a conviction, which has become final, of the individual member of the Supervisory Body, for having committed one of the crimes sanctioned by the Legislative Decree. 231/2001, of the individual member of the Supervisory Body.

 

By accepting the appointment, the member of the SB implicitly recognizes the non-existence of said reasons for ineligibility. The rules described above apply, even in the case of appointment of a member of the Supervisory Body, in replacement of another member of the body itself.

In cases in which a conviction has been issued, the Sole Director, pending the ruling becoming final, may, after consulting the Statutory Auditor, order the suspension of the powers of the member of the Supervisory Body.

In order to guarantee greater autonomy and independence of the Supervisory Body, the Supervisory Body must not have family ties with the top management nor must they be linked to the company by significant economic interests or by any situation that could generate conflict of interests.

Appointment of composition and duration of the Supervisory Body

The Supervisory Body is appointed by the Sole Director. The appointment resolution also determines the remuneration.
The number and qualification of the members of the SB are decided by the Sole Director; in the case of Nuova Ruggeri., the SB is a monocratic body composed of an external member.

The SB has the task of carrying out all the formalities, such as summons and defining the agenda of the meetings. It is possible to envisage the establishment of a Support Supervisory Body Secretariat.
The appointment as Supervisory Body must be communicated to it and formally accepted by it. Subsequently, the AU communicates the appointment and composition of the SB to all levels of the organisation, highlighting the responsibilities, powers and supervisory tasks.

The duration of the role is set at three years, possibly renewable by order of the Sole Director. In any case he remains in office until the appointment of his successor (prorogatio imperii).

Revocation of the assignment

The revocation of the mandate of the Supervisory Body is exclusively the responsibility of the AU, after hearing the opinion of the Statutory Auditor. The Supervisory Body cannot be revoked except for just cause.
By way of example and not exhaustively, just cause for revocation means:

  • the loss of the subjective requirements highlighted above;
  • the occurrence of a reason for incompatibility highlighted above;
  • serious negligence in carrying out the duties of the SB.

 

The SB may withdraw from the assignment at any time, providing the reasons to the AU, with at least 30 days' notice.

The reporting activity of the Supervisory Body

The Supervisory Body reports directly to the company's AU.

The Supervisory Body must provide a reporting line on an ongoing basis and on a six-monthly/annual basis to the Sole Director and Statutory Auditor.

In particular, the annual report must promptly indicate the activity carried out during the year, both in terms of checks carried out and the results obtained, and in relation to any need to update the Model.

The SB must annually prepare a plan of activities planned for the following year.

The SB may request to be heard by the AU whenever it deems it appropriate to speak with said body; equally, the SB is granted the possibility of requesting clarifications and information from the AU.

On the other hand, the Supervisory Body may be convened at any time by the AU and other corporate bodies to report on particular events or situations inherent to the functioning and compliance with the Model.

The meetings between said bodies and the SB must be minuted and a copy of the minutes must be kept by the SB as well as by the bodies involved from time to time.

Information flows to the Supervisory Body

The information flows to and from the SB, also provided for by art. 6 of the Legislative Decree. 231/2001 which expressly speaks of "information obligations", are one of the tools available to the SB to monitor the effectiveness and effectiveness of the Model.

Information flows can be of different types:

  • event flows: which occur upon the occurrence of a specific event or situation to be reported to the Supervisory Body;
  • periodic flows: defined on a periodic basis and agreed with the company functions;
  • reports: which may come from any company employee who detects a danger, possible fraud or other behavior that may constitute a violation of the Model (whistleblowing).

All employees, managers and all those who cooperate in the pursuit of the company's goals are required to inform the Supervisory Body promptly and whenever the event occurs of any derogation, violation or suspected violation of their knowledge. as compared to:

  • behavioral norms prescribed by the Code of Ethics and the Model;
  • principles of conduct and executive methods governed by company protocols and procedures relevant for the purposes of the Decree.

 

Furthermore, all the above-mentioned subjects are required to transmit, whenever the event occurs and promptly, to the Supervisory Body the mandatory information concerning:

  • commissions of inquiry or internal reports from which responsibility emerges for the crimes referred to in the Decree;
  • measures and/or news coming from judicial police bodies or from any other authority from which it can be deduced that investigative activities for Crimes have been carried out, also initiated against unknown persons;
  • requests for legal assistance forwarded by staff in the event of legal proceedings being initiated against them for Crimes. 

With reference to periodic and process-specific information flows, see the Annex (OdV Flow Regulations).

All information, both general and specific, must be provided in written form and addressed to the Supervisory Body.

All information and reporting provided for in the Model is stored by the Supervisory Body in a specific electronic and/or paper archive in compliance with the provisions contained in EU Regulation 679/16 and in the Privacy Code as applicable. The members of the Supervisory Body have the absolute and mandatory obligation to maintain secrecy regarding the activities carried out and the corporate information of which they become aware in the exercise of their mandate.

Information flows and reports can be sent to the Supervisory Body at the dedicated email address: odvnuovaruggeri@gmail.com or by ordinary mail, to the address of the Company's registered office, or with the use of a specific IT platform, drawing the attention of the Supervisory Body.

Whistleblowing

Law 179/2017, containing "Provisions for the protection of the authors of reports of crimes or irregularities of which they have become aware in the context of a public or private employment relationship", introduced the concept of reporting in the private sector, also modifying the art. 6 of Legislative Decree 231/2001. Pursuant to the aforementioned Law, the organisation, management and control models referred to in the Decree must provide:

a) one or more channels that allow top management or their subordinates to make detailed reports of illicit conduct (relevant pursuant to Legislative Decree 231/2001 and based on precise and consistent factual elements) and/or violations of the Model, of which they became aware due to the functions performed;

b) at least one alternative reporting channel suitable for guaranteeing, using IT methods, the confidentiality of the identity of the reporter;

c) the prohibition of retaliatory or discriminatory acts (direct or indirect) against the reporter, for reasons connected (directly or indirectly) to the report;

d) within the Disciplinary System, sanctions against those who violate the measures to protect the whistleblower, as well as those who intentionally or with gross negligence make reports that turn out to be unfounded.

 

The Company, in line with the reference best practices, identifies the following operating methods:

  • the reports must be sent to the Supervisory Body by the employees, regardless of the type of contract envisaged and the functional level held, by the directors and members of the corporate bodies (internal stakeholders) via the channels specified below.

The reports must be detailed and may concern, by way of example and not limited to:

  • any violation, even potential, of the Code of Ethics and the Model or of internal regulations, procedures or other company provisions;
  • actions or omissions, committed or attempted, which may cause harm to employees who carry out their activities at the Company;
  • news relating to proceedings or investigations into possible crimes referred to in Legislative Decree 231/01 and results of internal investigations from which violations of the Model have emerged;
  • information from any source, concerning the possible commission of crimes or in any case violations of the Model.

 

 

The report must contain the following elements:

  • a clear and complete description of the facts;
  • if known, the circumstances of time and place in which the facts were committed;
  • the personal details that allow the identification of the person(s) who committed the reported facts;
  • indications of any other subjects who can report on the facts being reported;
  • any other information that can provide useful feedback or any documents that can confirm the existence of the facts reported.

In order to be taken into consideration, reports must be adequately detailed and based on precise and consistent factual elements.
The Company, in line with the provisions of Legislative Decree 231/01, has established specific dedicated reporting channels which allow the submission of reports of significant illicit conduct pursuant to Legislative Decree 231/01 or violations of the Organization Model, management and control.
The channels set up by the Company for the purposes of whistleblowing reports are the following:

    • e-mail: : odvnuovaruggeri@gmail.com
    • Written note, in a closed envelope addressed to the Supervisory Body via ordinary mail to the address: Via L. Ceccopieri 2, 26100 Cremona, taking care to place the Supervisory Body as the recipient.

The channels indicated above are to be considered autonomous and independent of each other.

The Company guarantees the confidentiality of the identity of the whistleblower. Reporters are also protected against any form of discrimination, penalization or retaliation for reasons connected, directly or indirectly, to the report. At the same time, the protection of the reported person is guaranteed.
All reports are progressively noted and recorded by the Supervisory Body. Upon receiving the reports, the SB proceeds to preliminarily evaluate their validity and relevance with respect to its tasks; Only detailed reports that contain facts relevant to the tasks of the SB and not facts of generic and/or clearly defamatory content are taken into consideration.

It is the duty of the SB to carry out the necessary checks as quickly as possible and, if necessary, to carry out further checks.
The Supervisory Body evaluates the reports received, making use, depending on their nature, of the internal structures of the Company to carry out further investigations on the facts being reported. You can directly listen to the author of the report or the subjects mentioned in it. At the end of the preliminary investigation, it takes the consequent decisions, providing reasons for them, archiving, where appropriate, the report or requesting the Company to proceed with the assessment for disciplinary and sanctioning purposes of what has been ascertained and/or to carry out appropriate interventions on the Model.

Where the investigations carried out highlight situations of serious violations of the Model and/or the Code of Ethics or the SB has developed a well-founded suspicion of commission of a relevant crime pursuant to Legislative Decree 231/01, the same proceeds without delay to the communication of the reporting and its assessments to the Sole Director and the Sole Auditor.

The SB has the obligation not to disclose the news and information acquired in the exercise of its role, ensuring the absolute confidentiality of the identity of the reporting party and refraining from using the information for purposes other than those inherent to its role as a Body of Surveillance.
All information that the SB comes into possession of is also treated in accordance with current legislation on privacy (Legislative Decree no. 196/2003 and subsequent amendments and European Regulation no. 679/2016).

 

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