Model 231 – Summary

L.D. 231/2001

Legislative Decree no. 231, dated 8 June 2001, introduced into the Italian system the administrative liability of Companies for certain offences perpetrated, in their own interest or for their own benefit, by their directors, employees and/or representatives in general, together with the related monetary and prohibitive sanctions to be imposed upon the Companies themselves. However, the Decree provides that Companies may be exempted from such liability should they be able to prove that they have:

adopted and effectively implemented an Organisational and Management Model, which is capable of reasonably preventing those offences set out in the Decree;

entrusted to a Supervisory Committee, vested with autonomous powers of initiative and control, the task of supervising the functioning of and compliance with the Model and ensuring that it is updated.

In order to ensure, to the greatest possible extent, that the perpetration of the offences set out in the aforementioned Decree is prevented, MERCURI INTERNATIONAL SRL adopted, at the time, their own Organisational and Management Model.

The “231 Model” is part of a broader corporate governance policy, which is careful to comply with the ethical principles of corporate management, introduced with the adoption of the Code of Ethics of MERCURI INTERNATIONAL SRL.

Mrs Jenny Rahm entrusted the management of the Models to a specific Supervisory Committee, which have, among other things, the task of collecting any reports of possible violations of the Models’ provisions and/or the Code of Ethics and clarifying any possible doubts on the issue.

The application of the rules of conduct and compliance with the restrictions contained in the 231 Models is guaranteed by specific control activities (231 Audits and tests) as well as by the monitoring of the information flows (periodical and occasional) which the competent departments are obliged to transmit to the Supervisory Committee.

Periodic training activities are held specifically for new hires and MERCURI INTERNATIONAL SRL personnel with content focused on the 231 risks connected with the company’s activities.