Organizational and Management Model
In Italy, in accordance with Legislative Decree no. 231/2001 on companies' administrative responsibility, we have adopted an Internal Organizational and Management Model and appointed the Supervisory Board.
The Organizational and Management Model
Our Organizational and Management Model implements Legislative Decree 231 of 2001, which has introduced into Italian legislation administrative responsibility in criminal proceedings of organizations for some offences committed in their interest or to their advantage by directors, managers or employees.
The Model is designed to promote the execution of company activities in accordance with the principles of fairness and transparency and to avoid risk situations. The aim is two-fold: to guarantee company processes have the highest level of efficiency and integrity, and to protect the company's image and workforce.
The Model consists of two parts:
- a general part that illustrates the guiding principles for company operations, describes how the Supervisory Board is formed and works, as well as the disciplinary system and the training of staff
- a special part that describes the supervisory protocols for the company activities considered “sensitive” and the specific procedures for relations with the medical community.
The Organizational and Management Model is dynamic by definition: each year the need for updating is verified based on changes in regulation and organization, or with reference to any breach. The most recent update dates back to July 30th, 2019, and the most sensitive activities have been identified with reference to public administration relations, to corporate offences and market abuse.
The Code of Ethics constitutes the very essence of the Model: the two documents form a set of internal regulations aimed at spreading a culture based on ethics and corporate transparency.
The Supervisory Board
The Supervisory Board is responsible for ensuring the correct functioning of the Organizational Model, its efficacy and its compliance, and for verifying as well as guaranteeing its regular update.
In particular, the Supervisory Board monitors the adequacy of the Model in relation to the company structure and its actual ability to prevent offences being committed. It verifies that the Model is complete and up-to-date both annually and when substantial amendments of activities or the reference regulations are made. It monitors compliance with the Model by all staff, agents, consultants and commercial partners.
The Supervisory Board has all the powers of initiative and control over every company activity. It has free access to all company functions and only reports to the Board of Directors. It has two reporting lines: to the Board of Directors and to the Board of Statutory Auditors.
The Supervisory Board meets at least four times a year.
Composition and appointment
The members of the Supervisory Board must adhere to particular requirements:
- autonomy and independence from any conditioning in applying its control
- professionalism and competence with regard to control systems and criminal law
- constancy in monitoring the consistency between the conduct set out in the Model and the conduct actually carried out
The current Supervisory Board was appointed by the Board of Directors on April 17th, 2019 and consists of:
- Lorenzo Pozza, Chairperson of the Supervisory Board, Lead Independent Director
- Laura Donnini, Non-executive, Independent Director
- Paolo Tacciaria, Group Risk & Compliance Officer.
Each recipient of the Model is obliged to notify the Supervisory Board promptly of:
- any breach or reasonable suspicion of breach of codes of conduct, prohibitions and control protocols indicated by the Model (also in its Special Part), as well as the committing of relevant illicit conduct as set out in Legislative Decree 231/2001
- any breach or reasonable suspicion of breach of codes of conduct specifically mentioned in the Code of Ethics
- any waiver, breach or reasonable suspicion of breach of the executive procedures governed by the applicable operating procedures for the purposes of the Decree
The company complies with the regulations on whistleblowing (Law 179 of November 30th, 2017) and has two alternative communication channels:
- E-mail address: firstname.lastname@example.org
- Dedicated freephone line: 800.737762
In accordance with the law, the Organizational Model introduces measures aimed at protecting whistleblowers.