Organizational model

In relation to the entry into force of Legislative Decree no. 231/01, as amended and supplemented, which introduced a specific regime of liability for the companies as regards certain types of crimes, Ansaldo STS S.p.A. has adopted the appropriate measures to prevent, in accordance with the provisions of such regulations, such liability from arising for the company, with the implementation of specific protocols and supervision systems designed to prevent the commission of those crimes referred to in the Decree and which may potentially be committed by Directors, Statutory Auditors, executives, employees or by any person who maintains contractual, financial or commercial relationships with Ansaldo STS S.p.A.

For this purpose, the company adopted, by a resolution passed by the Board of Directors on 27 June 2006, the Organisation, Management and Control Model pursuant to Legislative Decree no. 231/01 (the Model), which has been subsequently updated, following subsequent regulatory and organisational changes.

Specifically:

  • by a resolution passed by the Board of Directors on 6 July 2010, the Model was updated as a result of a new organisation adopted at the beginning of 2010 and to take account of the crimes introduced by the last amendment to Legislative Decree no. 231/01 (by laws no. 94 of 15 July 2009, no. 99 of 23 July 2009 and no. 116 of 3 August 2009) and specifically: offences committed by organised crime; forgery of money, public credit cards, stamp duties and identification instruments or marks; offences against industry or trade; inducement not to make statements or to make false statements to the judicial authority; offences concerning violations of copyrights.
  • by resolution by the Board of Directors dated 26 June 2013, the Model was updated mainly in order to implement the analysis of new offences that are relevant pursuant to Legislative Decree 231/01 such as the offence of corruption between private individuals and the employment of illegal immigrants;
  • by a resolution passed by the Board of Directors on 16 December 2014, the Model was most notably amended for the following purposes:
    • With regard to “False money, public credit instruments, stamp duties, and distinctive sign crimes” provided for by Article 25- bis of Legislative Decree 231/2001, in order to specify in greater detail the risk areas and the control principles limited to the offence under Article 473 of the Criminal Code (“Counterfeiting, alteration or use of trademarks or distinguishing marks, or patents, models or drawings”);
    • With regard to the “Crimes committed for purposes of terrorism or aimed at subverting democratic order”, provided for by Article 25-quater of Legislative Decree 231/2001, in order to specify in greater detail the risk areas and the control principles;
    • With regard to the “Crimes against the Individual”, provided for by Article 25-quinquies of Legislative Decree 231/2001, in order to specify in greater detail the risk areas and the control principles limited to the offence under Article 600 of the Criminal Code “Reduction to a state of slavery”, in the event of contributory liability/complicity;
    • In order to align Special Section “C” of the Model, concerning “Reckless homicide, serious or very serious injury committed in breach of regulations regarding protection of hygiene and safety at work” with the Organisation regulations concerning Workplace Health and Safety adopted by the new Company’s Single Employer, which entered into force as of 1 November 2014;
    • Update Special Section “G” of the Model concerning “Crimes in breach of environmental regulations” in order to provide a more accurate representation of the company’s waste management system which complies with the Waste Traceability System (“SISTRI”) required by the laws in force and to introduce, as a precaution, both in the General Section of the Model and in Special Section “G” a reference to the offence of unlawful combustion of waste under Article 256-bis of Legislative Decree 152/2006, introduced by Law No.6 of 8 February 2014. Although this offence is not explicitly referred to under Legislative Decree 231/2001, reference is made therein to the sanction imposed by Legislative Decree 231/2001.
  • by a resolution passed by the Board of Directors on 27 February 2017, the Model was most notably amended for the following purposes:
    • in order to add to Special Section F of the Model on "Organised crime offences" the offence of trafficking in organs harvested from a living person, pursuant to Law 236 of 11 December 2016, which added Art. 601-bis to the Italian Penal Code;
    • in order to add to Special Section C1 of the Model on " Crimes of employing third country citizens whose stay is irregular and of reduction to or keeping in a state of slavery or servitude" the new offence of unlawful intermediation and exploitation of labour pursuant to Art. 25-quinquies of Legislative Decree 231/01, introduced by Law 199 of 29 October 2016, through the amendment of Art. 603-bis of the Italian Penal Code.
  • by a resolution passed by the Board of Directors on 28 July 2017, the Model was updated mainly in order to align the Special Part B1 on “bribery among private individuals” with the changes introduced by Legislative Decree no. 38/2017 which (i) introduced the new article 2635-bis of the Italian civil code which punishes the instigation to bribery among private individuals, (ii)  expanded the range of punishable persons and the conduct through which they reach the corruptive agreement and (iii) amended the sixth paragraph of article 2635 of the Italian civil code regarding the confiscation by adding the words “or offers” to the phrase “given or promised benefits”.

The Model of Ansaldo STS S.p.A. is made up of:

  • a "general section" which essentially deals with:
    • the Supervisory Board, the flows of information to be sent to it and the reporting on the activities performed by it as regards the corporate bodies;
    • staff training and dissemination of the Model;
    • the disciplinary system for non-compliance with the provisions of the Model;
  • special sections which list the areas potentially exposed to the risk of crime, and lay down the rules of conduct for those operating in the aforesaid areas, and set out the monitoring procedures.

The Model of Ansaldo STS S.p.A. includes the following special sections:

  • crimes against the Public Administration;
  • crimes committed in connection with terrorism or subversion of democratic order;
  • corporate crimes and market abuse;
  • corruption among private parties;
  • manslaughter and serious or very serious bodily harm caused negligently in breach of the provisions governing safety and health in the workplace; 
  • Crimes of employing third country citizens whose stay is irregular and of reduction to or keeping in a state of slavery or servitude;
  • Receiving stolen goods, Money Laundering and Use of money, goods or utility of illicit origin, Self-laundering;
  • IT crimes and the illicit processing of data and crimes in relation to the breach of copyright;
  • organized crime;
  • crimes in breach of environmental legislation;
  • crimes against the judicial administration;
  • crimes against industry and commerce and trading and crimes of counterfeiting money, public pater, revenues stamps and instruments or signs of identification.

Additional annexes and integral parts of the Model of Ansaldo STS include:

  • Code of Ethics;
  • the organisational structure;
  • the structure of powers and the delegation system;
  • the Evidence form to report relations with Public Administrations and the Periodical statement of compliance with the Model and of the delegated powers and signature powers;
  • the list of "Relevant Persons" pursuant to the Internal Dealing Code.