Organizational Model Pursuant to Legislative Decree No.
231/2001 - In July 2004, Edison adopted the Organizational
Model required pursuant to Legislative Decree No. 231/2001. The
Model is designed to prevent the perpetration of the unlawful acts
referred to in the abovementioned Decree and, consequently, shield
the Company from administrative liability. The Model, which was
adopted following a detailed analysis of the Company’s
operations to identify activities with a risk potential, includes a
series of general principles, rules of conduct, control tools,
administrative procedures, training and information programs, and
disciplinary systems that are designed to prevent, as much as
possible, the occurrence of the abovementioned crimes. The Board of
Directors also established an Oversight Board (OB), which is
responsible for ensuring that the Model is functioning effectively
and is kept up to date, and is required to report to the Board of
Directors and the Board of Statutory Auditors at least once every
six months. In 2005, the main subsidiaries adopted models based on
the amended guidelines used by the Group’s Parent Company.
The OB of Edison and its subsidiaries receive information flows on
a regular basis (every six months) from the individuals responsible
for the Model’s implementation (“ Unit
Officers”). The Model was updated in 2008 and the new Model
was approved by the Board of Directors with a resolution dated
December 5, 2008. The Model had to be updated to address the impact
of new crimes introduced in the “231 System” (market
abuse, money laundering, computer crimes, etc.) and in response to
changes in Edison’s business activities. In 2009, the Board
of Directors approved a protocol for the management of occupational
safety risks. For Model updating purposes, the OB used the same
interdepartmental work group that developed the Model in 2004. The
Model updating process for the main Group subsidiaries is currently
in the completion phase. On May 13, 2008, new members were
appointed to the Edison’s OB, reflecting the changes that
occurred within the Board of Directors. Its members include an
outside professional (Umberto Tracanella), who serves as Chairman,
and two independent Directors (Gregorio Gitti and Gian Maria
Gros-Pietro). On July 25, 2008, the Board of Directors allocated to
the members of the OB the same amounts as in the previous three
years and confirmed the decision of awarding to the Chairman, who
is not a Director, a higher compensation than the other two
members. The OB met five times in 2009 and once in February 2010.
At those meetings, it reviewed the findings of audit engagements
and the information flows it received from the Unit Officers, and
received updates on the progress made by the subsidiaries in
adopting the Model. The OB reported every six months to the Board
of Directors on the Model’s adequacy and effectiveness,
submitting a specific report.
Accounting Control Model pursuant to Law 262/2005 concerning financial disclosures - In 2006, following the enactment of Law No. 262/2005 on the protection of investments, Edison launched a project to upgrade, when appropriate, the accounting procedures it uses to prepare financial disclosures and define the governance rules for the accounting control model it developed, as well as the rules to manage on an ongoing basis regular audits and certifications of the adequacy and effective operation of the model it developed and assign responsibilities within its organization. Additional information is provided in the section of this Report entitled “Risk Management and Internal Control System Regarding the Financial Disclosure Process and the Corporate Accounting Documents Officer.”
Security, Environmental Protection and Quality - Edison has adopted a system of procedures and organizational structures specifically designed to manage data security issues (including those related to compliance with privacy statutes), the protection of the environment, the safety of its facilities and employees, and the quality of the services it provides.
Compliance with Other Laws and Regulations - The task of monitoring changes in and compliance with laws and regulations has been assigned to the General Counsel Department (for general legal and corporate issues) and to the Institutional and Regulatory Affairs Office (for issues related to industry regulations).
Antitrust Code - To supplement the compliance requirements of the Code of Ethics, the Company adopted an Antitrust Code that includes behavior rules in order to be compliant with the competition regulations.