Corporate and control governance

Corporate and control governance

We pay close attention to the processes through which strategic and economic decisions are made, as well as our procedures for developing corporate goals and the means to attain and measure final performances.

In this context, we have prioritised the adoption of a Corporate Governance system and an approach which aims to counter corruption, in all its forms and manners.

CORPORATE GOVERNANCE

We have adopted a Corporate Governance system which aspires to the highest standards of transparency and fairness in managing the company.

In fact, we believe that effective corporate governance is an essential tool for us to achieve our goals. Our decisions in the field of Corporate Governance, on one hand, reflect the long-term perspective typical of a family business, while on the other aspire to the international best practices adopted by listed companies.

Specifically, our corporate governance system not only represents an essential tool ensuring the effective management and control of activities within the company, but it also focuses on creating value for shareholders, on the quality of customer services, on controlling business risks and on transparency towards the market.

INTERNAL CONTROLO AND RISK MANAGEMENT SYSTEM

It is our duty to spread at all levels a culture of risk management and raise awareness of the existence of control measures, to shape and guide the attitudes and decisions of management in pursuing corporate goals.

For this reason, we have established a Governance model for the Internal Control and Risk Management System applicable to all Angelini Industries’ Companies, to enhance our capacity to prevent and manage corporate risks, in line with the most recent and consolidated best practices for Control Governance.

The Internal Control and Risk Management System is based on the following principles:

• consistency with the strategic goals of the group and the individual companies;
• a risk-based approach;
• adoption of best practices for risk management;
• structured and integrated information flows.

Implementation and control

Our Code of Ethics applies to the entire group, in all countries and at all levels of the organisation, while considering cultural, social and economic diversity.

We promote raising awareness on the Code and monitor compliance to it, providing appropriate tools and procedures for information, prevention and control and, where necessary, intervening with corrective measures.

IMPLEMENTATION MEASURES

The implementation of the Code of Ethics depends on the commitment and responsibility of all Recipients, through full awareness of the contents of the document and the values that inspired it.

Adopting the Code of Ethics

The Angelini Industries’ Code of Ethics enters into force on the date of approval by the Board of Directors of Angelini Holding, and is subsequently acknowledged and adopted by the administrative bodies of the group Companies.

The Code of Ethics is subject to periodic review by Angelini Holding. Any update, modification or integration must follow the same validation process adopted for the approval of the initial text.

Group companies are committed to uniform their activities and those of their partners to the principles of the group Code of Ethics. In the event of any conflict between the principles expressed in this Code of Ethics and local regulations, the stricter provisions shall apply in all cases, whether they are those expressed in the Code or those of the individual legal system.

In view of the diversity of environments in which we operate, group Companies may regulate specific aspects of their activities, their environment or the industry in which they operate through their own Global Policies or Guidelines.

Communication and distribution

We require all Recipients to be familiar with the principles and content of our Code of Ethics. Therefore, we ask everyone to read the Code and to understand the principles and rules contained therein, to consult the bodies responsible for distribution, awareness and compliance in case of doubts regarding its application or interpretation, and to contribute actively to its effective implementation, including reporting any conduct of dubious compliance.

Training

We promote distribution and knowledge of the Code of Ethics through information and training initiatives aimed at raising awareness on the principles and rules of conduct which apply to everyday activities and on how they are implemented.

CONTROL MEASURES

We require all stakeholders to observe this Code of Ethics.

We consider this fulfillment to be an essential part of the contractual obligations of employees of the Companies. Violating its principles constitutes a form of non-compliance tothe obligations of the employment relationship and/or a disciplinary offence, with all legal consequences, including the continuance of the employment relationship.

Provisions on penalties

Each Company undertakes to provide and impose, with coherence, impartiality and uniformity, sanctions proportioned to the respective violations of the Code of Ethics and in compliance with current provisions on the regulation of employment relationships.

Reporting

Anybody who witnesses, becomes aware of, or suspects anything unethical, illegal, or contrary to our Code of Ethics, policies or procedures is obliged to disclose what they know by lodging a report.

We guarantee no retaliation or discrimination, direct or indirect, shall befall on anyone who has issued a report.

We conduct our investigations confidentially, in line with legislative provisions, to ensure the protection of the whistleblower and the identity of the individuals reported on, using appropriate procedures and criteria for the management of information and documents.

We handle reports through a structured and transparent process, in compliance with the relevant corporate policies.