Organizational Model Pursuant to Legislative Decree No. 231/2001
In July 2004, Edison adopted a 231 Model designed to prevent the perpetration of the unlawful acts referred to in the corresponding 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, information and training programs, and disciplinary systems that are designed to prevent, as much as possible, the occurrence of the abovementioned crimes. The 231 Model includes a General Section that explains its function and principles, as well as the content of Legislative Decree No. 231/2001, other main reference statutes, and the 231 Model’s specific content: from its adoption to the identification of at-risk activities, the definition of protocols, the characteristics and modus operandi of the Oversight Board, the information flows, the information and training activities, the penalty system and Model updates. The Model is completed by its Annexes, which are an integral part of the 231 Model itself:
1) Code of Ethics,
2) Protocol to monitor the risk profiles identified in each unit, and
3) Expense Regulations and Guidelines for the management and award of powers of attorney.
The Board of Directors appointed 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. The Oversight Board is supported by the Internal Auditing Department, which established a dedicated support unit in the Corporate Compliance & Ethics Function, by the Legal & Corporate Affairs Division and the Human Resources and Organization Department. Even though a recently introduced law introduced the option of attributing to the Board of Statutory Auditors the functions of the OB, the Board of Directors did not find it appropriate to use this option, due to the special complexity of Edison’s organization and the specific competencies required to perform the tasks assigned to the OB. In 2005, the main subsidiaries, all of which have a much simpler organizational structure than Edison, adopted models based on the guidelines issued by the Group’s Parent Company. Virtually all of them designated as the OB a member of their Board of Statutory Auditors, who, in the case of major subsidiaries, is supported by a qualified external consultant. The Oversight Boards 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”).
Since 2008, the Model has been constantly updated and the updates were systematically approved by the Board of Directors, both to take into account the numerous types of crimes that were being steadily added to the number of presumed crimes for 231/2001 purposes and make the necessary adjustments required by the organizational changes that occurred over the years.
The latest update to Edison’s 231 Model was approved by the Board of Directors on December 2022. Similarly, the subsidiaries update the respective 231 Models on the basis of the same methodological approach as the parent company.
