Iren and the Group’s main companies have adopted Organisation, Management and Control Models pursuant to Legislative Decree 231/2001 (Model 231), which configure a structured and organic system of control activities and procedures to prevent, where possible, conduct that could constitute the commission of the crimes covered under the Legislative Decree 231/2001, listed below:
Tax offences such as fraudulent declaration through the use of invoices or other documents for nonexistent transactions.
In 2021, the process of revising and updating the 231 Model of some Group companies continued in order to ensure its constant consistency over time with the organisational changes that have taken place and its effectiveness in relation to the introduction of new criminal offences by the legislator. The revision of the Models is carried out according to the risk self-assessment methodology, which consists in the identification by management (risk owner) of the processes, sub-processes or company activities at risk of 231 crime, with assessment of the potential risk, of the level control and any actions for the improvement of the same. Management submitted the updated Models 231 to the Supervisory Bodies, approved by the Companies’ Boards of Directors and published on the Company Intranet, informing all employees that they are required to consult the Model and adopt behaviours that comply with its provisions.
Each recipient of the Model 231 is required to report any breaches or suspected breaches of the Code of Ethics, or the control principles outlined in the Model (whistleblowing). For this purpose, the Group adopted a procedure for handling reports to the Supervisory Body of the Model 231 that governs how reports are communicated and regulates the tasks and verification activities performed by the person receiving the report. Reports are always handled (for some Companies also through the “Comunica whistleblowing“-“ Report whistleblowing” IT tool) in compliance with the confidentiality of the whistleblower’s identity and the principles and provisions of the Organisational Model 231. Through internal and external training and information, the Group promotes the discipline of whistleblowing also in order to develop a correct corporate culture.
Any reports received from internal and external parties during the period about alleged breaches of the Model or Code of Ethics are discussed in the Supervisory Body’s half-yearly report to the BoD. In 2021, five reports were made to some Supervisory Bodies of Iren Group. The reports were processed and managed in compliance with the provisions of the Procedure for the management of whistleblowing reports to the Supervisory Body of suspected breaches to the Organisational Model 231. The checks carried out did not reveal the relevance of the reports, which were therefore deemed to be filed.
Supervisory bodies
Iren and the main Group companies established, with a resolution of the Board of Directors, the Supervisory Body (SB) according to Legislative Decree 231/2001, with the task of monitoring the functioning and compliance of the Model and updating it, and with the objective of meeting the requirements of autonomy, independence, professionalism and continuity of action. The Supervisory Body is vested with the powers of initiative and control necessary to ensure effective and efficient supervision of the operation of and compliance with the Model under the provisions of art. 6 of Legislative Decree 231/01. The Supervisory Body carries out, with the assistance of the competent Company Departments, checks on the areas of activity that are considered at risk under the Legislative Decree 231/2001, and half-yearly reports to the Board of Directors on its activities and findings. When deemed necessary, the Supervisory Body gives suggestions aimed at improving the control system for activities and oversees their implementation. The assignment of these responsibilities to a body with autonomous powers of initiative and control, together with the correct and effective performance of the same, are fundamental prerequisites for the exemption from liability provided for by Legislative Decree 231/01.
Corruption prevention
In the performance of its activities, Iren Group companies manage relations with the Public Administrations and with third parties, regulated by the principles established by the Code of Ethics and the Model 231, which provide the guidelines and codes of conduct that aim to prevent, insofar as possible, the commission of the crimes relevant under the Decree itself, including the crime of corruption. Company processes are also regulated by specific procedures defining roles, responsibilities and methods of control, establishing the traceability of processes and the clarity of authorisations to ensure transparency and honesty in the company’s activities.
The 231 Model of the parent company identifies, within the activities carried out by the Company, the company processes and areas that are “sensitive“ to the potential risk of the offences indicated in the Decree being committed. In particular, sensitive activities at risk of corruption were identified, for which suitable internal rules were provided to supplement the Code of Ethics (general control principles and specific conduct and control protocols), such as, but not limited to:
- the selection and formation of contractual relations with suppliers;
- consulting selection and management (public and private bodies);
- HR selection, recruitment and management and management of the bonus system;
- management of sponsorships, gifts and donations;
- support in the management of relationships with public bodies to attain or renew authorisations, licences and concessions for carrying out corporate activities;
- management of public grants, payments and contributions;
- support to Group companies in participating in tenders for the sale/award of public utility services.
The process mapping, risk self-assessment, preparation of the Model of Organisation, Management and Control, examination and approval of the document by the Board of Directors, its dissemination and relative training initiatives, are also training activities on anti-corruption for each of the parties involved in the various activities.
The audit activities concerning the issue of corruption fall into the context of broader audit activities regarding the internal control system of processes with a view to preventing the most significant risks. By way of example, in 2021, checks were carried out on the following processes: management of sponsorships, purchase of gas, direct contracts, funded training, reimbursement of expenses to members of corporate bodies.
With regard to communication and training on the offences of the Legislative Decree 231/2001, which also includes policies and procedures for the prevention of corruption, the activity is diversified according to the roles and responsibilities of the recipients, with the aim of conveying knowledge and instructions on specific aspects of the Model 231 such to ensure the awareness and full understanding of the internal provisions to be complied with and the ethical standards that inspire their conduct.
The training activities of the Parent Company involve the members of the Board of Directors and the Departments and Business Units Chief Officers in specific classroom sessions.
The training for managers, junior managers and office workers is delivered through e-learning sessions that are updated and renewed periodically following changes to legislation. This enables all personnel to be reached quickly, with the possibility of target-based profiling and the attribution of the entire course or individual training modules depending on the previous training level of the individual person. The frequency and content of the training activities are designed to provide a full understanding of the Decree and awareness of the Model. Training is mandatory and controls are in place to verify participation and learning.
Based on the policy adopted, employee training activities were planned for the year, which saw 1,696 hours of training provided to 346 employees and will continue in 2022.
| Training on anti-corruption policies and procedures | 2021 | 2020 | 2019 | |||
|---|---|---|---|---|---|---|
| Total trained employees | 346 | 535 | 22 | |||
|
of which |
no. |
% |
no. |
% |
no. |
% |
|
Managers |
2 |
2.0 |
7 |
7.6 |
16 |
16.7 |
|
Junior managers |
7 |
14 |
26 |
8.4 |
1 |
0.3 |
|
White collars |
1 |
301 |
490 |
13.8 |
5 |
0.1 |
|
Blue collars* |
3 |
29 |
12 |
0.3 |
N/A |
N/A |
* Staff who have voluntarily taken advantage of the training opportunities in the Group catalogue on anti-corruption issues.
In 2021, in fact, the writing of the storyboard was completed for the creation of a new e-learning course with updated content compared to the models issued, to be distributed to all employees (excluding blue collar workers) of the Group’s consolidated Companies for asynchronous distance learning. The course also includes a section dedicated to the contents of the Code of Ethics for all employees.
Reports on training are regularly sent to the Supervisory Bodies.
All employees are also provided with information, through a dedicated section of the Company Intranet, on their Company’s Model 231 and the Group Code of Ethics. Appropriate communications tools are adopted to update employees on any changes to the Model and, in this context, it is noted that the Model itself outlines specific conduct and control protocols which must be complied with by all employees throughout their working activities.
In 2021, no confirmed instances of corruption were reported within Group companies.