CMS Group organisation and management model, as provided for by Legislative Decree n. 231/01

INTRODUCTION TO THE ORGANISATION, MANAGEMENT, AND CONTROL MODEL.

Legislative Decree n. 231/2001 introduced a new form of corporate responsibility, under which, although classified as administrative law, certain types of offences committed by directors and employees, as well as by individuals acting on behalf of the company, are effectively criminal offences.
The company’s organisation, management, and control model consists of the following documents:

• The Summary Report (divided into an Overview and Special Sections);
• The Code of Ethics;
• The Disciplinary System;
• The Supervisory Board Regulations.

For each company, the Summary Report Overview illustrates the regulatory framework and briefly outlines the duties and powers of the Supervisory Board.

The Special Sections examine the various kinds of offence which, fosllowing risk assessment, have been abstractly deemed classifiable.

The company has approved its own Code of Ethics, which meets the standards set out in the Confindustria trade association’s Guidelines.  The Code of Ethics identifies all recipients (corporate bodies, senior management, employees, and what are known as "Third-Party Recipients"), and sets out the Key Ethical Principles and the Rules of Conduct with which all recipients must comply. Breaches of the Code of Ethics shall be sanctioned in compliance with the disciplinary system  established by the company for this specific purpose.

As far as communication and involvement are concerned, the model is formally disclosed to all corporate bodies, as well as to senior management and employees, by delivery of a complete copy thereof, which may also be provided on computer media or published on the intranet.

For Third-Party Recipients, a summary of the model is made available on the website, outlining the aspects relevant to them.

With regards to education and training, the model assigns the Supervisory Board the task of promoting and monitoring the implementation of initiatives designed to foster appropriate knowledge and awareness of the model and protocols. To this end, special training activities are provided, such as courses, seminars, questionnaires, etc., which are differentiated according to the roles and responsibilities of the people involved.

As far as the Supervisory Board (SB) is concerned, also in this case, the company has approved a specific detailed document which governs the functioning of this important body. More specifically, an SB has been appointed within the company, on which external professionals are also seated. The document also envisages cases of ineligibility or disqualification and details the duties and powers of the SB. Particular attention must be focussed on information flows to and from the SB, so that – on the one hand – the Board is able to inform the Board of Directors and the Board of Auditors as to the results of their activities and any other critical issues – and on the other – it is in the best possible position to perform its duties. For information flows to the SB, a special e-mail account has been set up for each company.
Any information may be reported (even anonymously) via e-mail, (odv@gruppocms.it) or by standard mail.

Organisation and Management Model