Organisational and Control Model

pursuant Legislative Decree N. 231/2001



In the world of global business every company is constantly facing new challenges and new opportunities. But this can be unsettling, as it could not be always clear how behave in certain situations and where the boundaries lie in terms of what is acceptable to colleagues, customers and the community.

That is why a Model of Organisation and Control and a Code of Ethics are established. The Code is designed to underpin the SMAPE Values and to help to adopt those Values in working lives. It is a practical and clear guide to the behavior that the company expects from everyone worldwide. It deliberately sets consistent and high standards, no matter what position is within the company or where the job is. It should guide and inform everyday decisions for the continuous success.

Everyone needs to carefully read and understand the Code, and is individually responsible for following both it and SMAPE policies on which it is based.

By doing this, SMAPE meets the expectations of customers, shareholders and colleagues, as well as many other stakeholders.

This code includes also a system called Model for administrative liability and enforceability for types of crimes committed or attempted in the interest or benefit of the company by directors or employees. SMAPE adopts and effectively implement the organizational, management and control to prevent these crimes.



2.1 References

In the development of this document are taken into account local and international standard and requirements.


2.2 Crimes

Crimes and offenses against law and public administration can be categorized as follows:

  1. Corruption and bribery
  2. Government and Public Sector fraud
  3. Informatic fraud to the detriment of the Government
  4. Crimes regarding public funding
  5. Crimes of terrorism or subversion of democracy
  6. Offences against the person
  7. Corporate crimes



3.1 Principles and operation

SMAPE adopts a model of organization, management and control ("Model") made of:

  1. Definition of "sensitive" or “at risk” in relation to the offenses in this case
  2. Adoption of a Code of Ethics
  3. Establishment of a Surveillance Entity
  4. Adoption of a disciplinary system and sanction mechanisms

The Model is approved, implemented, updated and adopted by General Manager.

All SMAPE employees, suppliers, and Contractors have to be compliant with this Model when acting as part of “sensitive” activities.


3.2 Sensitive information

In relation to the risk for crimes and considered the areas of business activities defined sensitive, as follows possible areas of commitment of crimes:


3.2.1 Crimes against Public Administration

  1. negotiation / stipulation / execution of contracts / agreements / concessions with public entities obtained through negotiation procedures (direct contribution or private) or public procedures (open or restricted)
  2. management of any disputes out of court relating to the execution of contracts / concession agreements signed with public entities
  3. management of relations with public entities to obtain concessions, authorizations or licenses for the exercise of business activities
  4. contact with public entities for compliance, audits, inspections of solid waste, liquid or gas, smoke emission, production of acoustic / electromagnetic pollution
  5. management of relations with public entities related to safety and hygiene at work
  6. management of relations with public entities regarding the application of labor codes, rules and standards
  7. management of procedures related to labour contributions to public entities
  8. management of relationships with regulatory bodies for activities regulated by law
  9. management of funding, contributions, warranties from public entities
  10. other in conjunction with public, such as communications, statements, filing of documents and documents, files, etc, different from those described in the previous points, checking / verifying / issuing sanctions arising therefrom;
  11. management of company's assets
  12. activities of tax advisor and/or representatives of the company submitting tax declaration or similar to public entities
  13. other different activities involving communications, declarations, documentation transmittal to public entities
  14. installation, maintenance, update and management of software property of public entities
  15. management of proceedings at court or arbitrations


3.2.2 Corporate crimes

  1. preparation of balance statements and related communications
  2. management of relations with the shareholders
  3. management of operations on shares, capital and profit allocation.


3.3 Surveillance

The surveillance activities is held by General Manager who has full powers of initiative and control as follows:


  • monitoring the effectiveness of the Model and the effectiveness in preventing illegal actions;
  • maintain and preserve the requirements of the Model, by promoting the necessary updates;
  • ensure adequate information flow;
  • receive notices of violation of Model, start the procedure for establishing and monitoring the application of disciplinary measures;
  • promote and monitor initiatives for spreading the knowledge of Model, as well as for staff training, and awareness of the need to observe the principles contained in the Model.
  • unlimited access to company information for the investigations, analysis and control. Any department / manager has to cooperate when requested or when events or circumstances relevant to the conduct of the investigation

General Manager:

  • periodically records implementation of Model, the raise of critical issues and the outcome of the activities in executing his tasks; information, reports, are kept by General Manager;
  • must be informed directly and immediately about events that may cause responsibilities of the company, such as information about crimes or for any behavior against the rules of Model.
  • assesses the information received and the actions to be taken in accordance with the disciplinary system and collective bargaining applicable.


3.4 Disciplinary System

A disciplinary system is set to punish non-compliances with the measures indicated in the Model. Actions, omissions behaviors against the Model or defined as crimes are punished.

The notice of violation starts the assessment procedure, in accordance with collective labour contract and local laws. If the violation is recognized, then a penalty is applied.

The disciplinary measures provided may be:

- Verbal warning;

- Written warning;

- Suspension from work without pay for up to a maximum of 8 days;

- Fire for legitimate cause.



SMAPE agrees to inform all employees and contractors about the principles of this Model.

This document is distributed in an official and controlled copy to all employees; a distribution list is drawn up, updated and archived by General Manager.