Organizational Model 231

Corporate structure and management of sensitive processes.

What it’s about

Organizational Model 231

During 2021, we implemented the Organization and Management Model pursuant to Legislative Decree No. 231/2001. 231. The Model, pursuant to Legislative Decree 231/2001, refers to a set of protocols useful for regulating and defining the corporate structure and the management of its sensitive processes. Makeitalia’s Organizational Model 231 for risk prevention is, for us, a fundamental management and organizational tool.

Code of Ethics

Il Code of Ethics di Makeitalia S.r.l. enuncia l’insieme dei diritti, dei doveri e delle responsabilità della Società rispetto a tutti i soggetti con i quali entra in relazione per il conseguimento del proprio oggetto sociale (clienti, fornitori, dipendenti e/o collaboratori, soci, istituzioni). Pertanto, è una direttiva le cui regole di condotta devono essere tenute presenti nella quotidianità del lavoro e che presuppone, in primis, il rispetto delle leggi e dei regolamenti, anche interni alla Società vigenti. Si propone di fissare “standards” etici di riferimento e norme comportamentali a cui orientare i processi decisionali aziendali e la condotta della Società. Richiede al management e a tutti i soggetti cui si rivolge comportamenti coerenti, cioè azioni che non risultino, anche solo nello spirito, dissonanti rispetto ai principi etici aziendali. Contribuisce ad attuare la politica di responsabilità sociale della Società, poiché è consapevole che la considerazione delle istanze sociali e ambientali contribuisce a minimizzare l’esposizione a rischi di compliance e reputazionali, rafforzando il senso di appartenenza nei suoi interlocutori.

Sanctioning system

Article 6, paragraph 2, letter e) and Article 7, paragraph 4, letter b) of Legislative Decree No. 231 of 2001 establish the necessary provision of a “disciplinary system suitable for sanctioning non-compliance with the measures indicated in the model.”

The sanctioning system, as an integral part of the MOG, is adopted by resolution of the
Board of Directors of Makeitalia S.r.l. on 09/11/2021.

The function of the foreseen sanctions, proportionate to the violation and deterrent, is to make the action of the Supervisory Body binding and to constitute an essential requirement of the MOG for the purpose of exemption from any liability of the Company. For the performance of this activity,
the OdV will make use of the designated corporate functions.

The sanctioning system is modulated according to the category of classification of the Recipients, as well as the eventual autonomous or quasi-subordinate nature of the relationship between the Recipients and the Company.

Reporting procedures

Makeitalia S.r.l. has always been attentive to preventing risks that could compromise the responsible and sustainable management of its business.

For this reason, Makeitalia S.r.l. has adopted an Organization, Management, and Control Model pursuant to Legislative Decree No. 231/2001 (“Model 231”), including a Code of Ethics and a Whistleblowing procedure.

Makeitalia S.r.l. has also entrusted a Supervisory Body (“OdV”) – an independent and autonomous body – with the task of overseeing compliance with the provisions of Model 231, verifying their actual effectiveness, and evaluating the need for any updates.

In this context, Law No. 179/2017, concerning “Provisions for the protection of those who report crimes or irregularities of which they have become aware in the context of a public or private employment relationship,” introduced the instrument of so-called “whistleblowing.”

The Italian legislator, with Law No. 2022/127, delegated the Government to transpose EU Directive 2019/1937 on the protection of persons in the public and private sectors who report breaches of Union law, with the possibility of extension to other acts/sectors by Member States. On March 10, 2023, the Council of Ministers approved Legislative Decree No. 24 relating to the adaptation of the EU Directive.

This is a tool, aimed at protecting the integrity of Makeitalia S.r.l., through which it is possible to report, even confidentially, to the Supervisory Body any conduct – learned in the course of duties performed within Makeitalia S.r.l. – that may constitute violations of Model 231, or illicit conduct relevant under Legislative Decree No. 231/2001, as well as violations of EU law in a very wide range of sectors expressly indicated in the annex to Directive (EU) 2019/1937 (including: public procurement, financial services, product and transport safety, environment, food, public health, privacy, network security, competition).

To this end, Makeitalia S.r.l. has structured a whistleblowing procedure ( ) capable of guaranteeing two confidential reporting channels to the OdV regarding potential non-compliance with Model 231, ethical principles, or applicable laws and regulations, or with other sectors indicated by law.

The usability of this procedure is limited to cases where the whistleblower – who learned the information in the course of their duties – acts in good faith and the report is based on precise and consistent factual elements.

Makeitalia S.r.l. encourages reporting any irregularities in good faith, but does not tolerate false or vexatious claims, mere suspicions or rumors, personal complaints, or grievances.
In such cases, disciplinary actions will be taken against those who abuse the whistleblowing procedure.

Makeitalia S.r.l. has adopted (i) a web-based IT platform; (ii) a dedicated telephone answering service for reports. Both channels are able to ensure compliance with regulations protecting the confidentiality of the identity of the whistleblower, the reported party, any third parties/witnesses cited, and the facts reported.

Depending on the matter of interest for which a whistleblowing report is to be submitted, the specific form must be completed, namely:

FORM A (“231 Reports”) for violations of Model 231, the Code of Ethics, or illicit conduct relevant under Legislative Decree No. 231/2001;

FORM B (“Other Reports”) for other violations of EU law in a very wide range of sectors expressly indicated in the annex to Directive (EU) 2019/1937 (including: public procurement, financial services, product and transport safety, environment, food, public health, privacy, network security, competition).

Forms

Reports

Form A: 231 Reports

What can be reported

Reports can be submitted when there is a perceived risk that an individual:

is about to engage in conduct that may constitute a crime or an offense relevant under Legislative Decree No. 231/2001;
is about to violate the Code of Ethics or Model 231;
is about to engage in any irregular behavior that may cause financial or reputational damage to Makeitalia S.r.l.

In any case, to protect the integrity of the entity, you are encouraged to discuss the matter with the person as soon as possible, making them aware of the perceived risk, reminding them of the importance of the safeguards under Legislative Decree No. 231/2001, the procedure or instruction that risks being violated, and, if necessary, involving the responsible manager of the affected business process in the discussion.

Who can report

Anyone broadly connected to the organization where the violation occurred, who might fear retaliation due to their economic vulnerability, specifically:

Employee
Self-employed worker
External collaborator
Freelancers and consultants
Intern (paid or unpaid)
Volunteer (paid or unpaid)
Anyone whose employment relationship has ended or has not yet begun (former employee or candidate)
Anyone working under the supervision and direction of contractors, subcontractors, and suppliers
Shareholders and persons with administrative, management, supervisory, or representative functions

The person making the report is, however, responsible for its content.

Confidentiality Information

The confidentiality of the report’s content is guaranteed.

An internal report submitted to a party other than the one indicated shall be forwarded, within seven days of its receipt, to the competent party, with simultaneous notification of the transmission to the reporting person.

Form B: Other Reports

Other violations provided for by law refer to all reports made outside the scope of Legislative Decree 231/01, and specifically, by way of example, the following sectors are listed:

public procurement;
financial services;
product and transport safety;
environment;
food;
public health;
privacy;
network security;
competition.

What can be reported

Reports can be submitted when there is a perceived risk that a person from Makeitalia S.r.l. or someone who has a relationship with it:

is about to engage in conduct that may constitute a crime or an offense, within the matters indicated by law;
is about to violate an organizational provision – understood as a procedure, regulation, operating instructions, and/or any other document in use – within the matters indicated by law;
is about to engage in any irregular behavior that may cause financial or reputational damage to Makeitalia S.r.l., within the matters indicated by law.

In any case, to protect the integrity of the entity, you are encouraged to discuss the matter with the person as soon as possible, making them aware of the perceived risk and, if necessary, involving the responsible manager of the affected business process in the discussion.

Who can report

Anyone broadly connected to the organization where the violation occurred, who might fear retaliation due to their economic vulnerability:

Employee
Self-employed worker
External collaborator
Freelancers and consultants
Intern (paid or unpaid)
Volunteer (paid or unpaid)
Anyone whose employment relationship has ended or has not yet begun (former employee or candidate)
Anyone working under the supervision and direction of contractors, subcontractors, and suppliers
Shareholders and persons with administrative, management, supervisory, or representative functions

The person making the report is, however, responsible for its content.

Confidentiality Information

Organizational Model 231