Italian Law 231/01 introduces and disciplines administrative responsibility for specific crimes outlined in the Law itself. A Company is liable, in Italy or elsewhere in the world, for its staff, personnel or other parties connected with the business who commit or attempt to commit crimes in the interest or to the advantage of the Company. Failure to comply with the discipline outlined in the Law can lead to sanctions (pecuniary and/or disqualifications) that can have a powerful effect on the Company’s business.
The Law excludes the Company from responsibility only in the event it can demonstrate that:
- The Board of Directors adopted and efficiently applied, prior to the crime being committed, a Model appropriate for preventing crimes of the kind committed;
- Responsibility for overseeing the functioning and application of the Model, including updating it, has been entrusted to a corporate body equipped with independent powers of initiative and control (the Integrity Board);
- The people who committed said crimes did so by fraudulently evading the Model;
- Oversight and control by the Integrity Board was neither omitted nor considered insufficient.
Salini Impregilo has adopted a series of regulations, processes and procedures designed to prevent such crimes through the application of an appropriate system of management and controls.
Beginning 29 January 2003, the Company adopted a “Organisation, Management & Control Model” pursuant to article 6 of Italian Law no. 231/01, inspired by the guidelines set by Confindustria, approved 7 March 2002 and constantly updated regarding the company's legal and organizational changes.
During the meeting held 13 September 2017, the Board of Directors of Salini Impregilo deliberated and approved a new “Organisation, Management & Control Model” that is now fully updated with respect to all kinds of crimes outlined in Italian Law 231/01 and applicable to the Company.
The Adoption of this Model encourages rigor, transparency and a sense of responsibility in internal dealings and with the outside world, and provides shareholders with the best guarantees for efficient, correct management through the introduction of procedures designed to manage potentially risky situations.
As part of its business activities, Salini Impregilo has identified a series of key values: general principles that all staff and/or anyone who works on behalf of the Company must respect in order to ensure fairness in the way the Company conducts its business activities, in order to safeguard the Company’s patrimony and reputation within the surrounding environment.
The Model is divided into a General Section (which includes the requirements of the Law, the functions and objectives of the Model, the Integrity Board and information flows, the system of sanctions and general prevention protocols), as well as a series of Special Sections – one for each kind of crime included – that outlines the specific kinds of crimes covered by the Law, as well as the internal regulations to be observed in order to prevent the risk of these crimes being committed.
In compliance with article 6, paragraph 1, letter b of the Law, the task of continuously monitoring the adequacy and operation of Model 231, including updating it and proposing amendments and or additions to the Model, has been entrusted to the Company’s Integrity Board. The Integrity Board of Salini Impregilo is composed of: two external members selected from among experts and professionals in the sector, one of whom is nominated by the President of the Integrity Board; and one internal member (Salini Impregilo’s Chief Internal Audit & Compliance).
All members of the Integrity Board meet the necessary requirements of integrity, professionalism, autonomy and independence, and perform the functions they are assigned, guaranteeing the necessary continuity of action.