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231 Organizational Model

08/07/2015 - 10:15 AM

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Telecom Italia adopts "231 Organisational Model" pursuant to Legislative Decree 231/2001. The "231 Organisational Model" is a compliance program to prevent crimes ex Legislative Decree 231/2001 that could involve the criminal liability for the Entity, if there are offences committed with the interest or for the benefit of the Company.

The 231 Organisational Model is composed by: 

  • Code of Conduct and Ethics of the Telecom Italia Group, which shows the general principles (transparency, fairness, loyalty) that guide the Company in the organization and conduct of its business; 
  • "General principles of internal control" tools to provide a guarantee with regard to the objectives of efficiency and operational effectiveness, reliability of financial and management information, compliance with laws and regulations, safeguarding of assets against possible fraud; 
  • "Principles of conduct", which consist of specific rules for relations with third parties and for all fulfilments and activities of a corporate nature, and
  • "Internal control Guidelines" that describe at-risk crime business processes, any crimes committed in relation to them, the preventive control activities aimed at avoiding the related risks. 

The internal control plans have been formed in accordance with the following primary principles of control systems: (i) the  segregation of duties in undertaking the main activities involved in business processes; (ii) the traceability of decisions, to allow for identification of specific points of responsibility and the motivations for the decisions themselves; and (iii) the  objectification of the decision-making processes, so that decisions are not to be purely subjective considerations, but based on pre-established criteria. 

The 231 Organisational Model is a dynamic instrument, which affects the corporate operation, which is constantly checked and updated in the light of feedback and evolution of the regulatory framework.

In August 2015 it was adopted a new version of the Organisational Model 231 6.5.1, which implements the new crimes of "self-laundering" introduced by Law no. 186/2014 entered into force on 1 January 2015, "False reporting" introduced by Law no. 69/2015 came into force June 14, 2015 and the new Environmental offences introduced by Law 68/2015 entered into force on 29 May 2015. In addition to the adjustment and updating of the internal control guidelines according to the new offenses, the new version of the Organisational Model 231 contains an update of the General Principles of Internal Control with reference to the new framework COSO 2013 already adopted at Group level also for Sox 404 certification, the Disciplinary System, the Internal Control Guidelines “Transactions carried out by Top Management” as well as the new definitions regarding public entities and public administration. Like the earlier, the new version is also consistent with the compliance program requirements relating to international anticorruption laws, FCPA and UK Bribery Act.

The 231 Organizational Model includes a Supervisory Board that verifies the deployment and the respect of the Model and it provides for the updating. Under the provisions of Legislative Decree 231/2001 - art. 6 c.4bis, Supervisory Board functions have been attributed to the Statutory Auditors.

The Supervisory Board reports to the Board of Directors on the examination activities which it has performed and the corresponding outcomes.

Changes to 231 Organizational Model are developed by the Steering Committee 231, ordered by the Supervisory Board and approved by the Board of Directors, in case of significant issues.

A dedicated department - Compliance 231 – of Telecom Italia Compliance Department supports the Supervisory Boards of the companies of the Group, handling reports of violations of the Model and providing specific interventions of compliance, including analysis on the information reports of the companies.