Organizational Model 231

Organization, management and control model pursuant to Legislative Decree 231/2001

Together with the adoption of a Group Code of Ethics, the Prelios Group Companies have adopted their own Organisation, Management and Control Model pursuant to Legislative Decree 231/2001 (hereinafter, "MOG231").
Based on the Confindustria "Guidelines", the MOG231 structure covers the coordinated operation of an articulated pyramidal system of principles and procedures that can briefly be described as follows:

  • Code of Ethics, i.e. the set of general principles (transparency, fairness, loyalty) that underpin business development and operations within a more general path of sustainable growth while ensuring the efficiency and effectiveness of the internal control system;
  • Internal control system, that is, the set of "tools", activities, processes and organizational structures aimed at providing a reasonable guarantee of achieving the objectives of efficiency and operational effectiveness, financial and management information reliability, compliance with laws and regulations, as well as safeguarding the company's assets including against potential fraud. The internal control system is based on and is structured by some general principles, specifically defined within the MOG231 framework in the form "obligation-prohibition", extending transversely across all the different organisational levels (Business Unit, Central Functions, Company);
  • Sensitive Areas, for each of which the categories of offences involved and, for example, the ways in which the offences are committed (i.e. offence risks) are identified. These schemes have a similar structure consisting of: a description of the activities carried out and the control measures in place for each impacted process to reasonably prevent the related risks of offence.

The internal control schemes of each Sensitive Area have been developed in the light of three key rules:

    1. the separation of roles in carrying out the activities inherent to the processes;
    2. the so-called "traceability" of the choices, i.e. their constant visibility (e.g. through specific documentary evidence), to allow the identification of precise "points" of responsibility and the "reasons" for the choices themselves;
    3. the objective approach to decision-making processes, in the sense of requiring purely subjective judgements to be disregarded when making decisions, instead referring to pre-established criteria.
  • Information flows, specific information flows to the Supervisory Body (hereinafter also "SB") regarding the operation and effective implementation of MOG231.

A Supervisory Body has also been appointed, with autonomous powers of initiative and control, this body being responsible for supervising the operation of and compliance with MOG231, also ensuring it is kept up to date.