History

The Italian government adopted Legislative Decree 231/2001 in implementation of the mandate contained in Law 300 of 29 September 2000, ratifying and implementing the OECD and EU conventions against corruption in international trade and fraud against the European Community.

To fulfil its international obligations, Italian law enacted regulations governing administrative liability for the crimes contemplated by Legislative Decree 231/2001 committed by juridical persons, companies and associations, even without a juridical character.

Administrative liability arises when such offences are committed in the interest or to the advantage of companies and are carried out by:

• physical persons who hold representative, administrative or management positions either in the company or in a financially and functionally autonomous organisational unit;
• physical persons exercising management and control, even if only de facto;
• physical persons subject to the management or supervision of one of the subjects indicated above.

This liability is, of course, in addition to that of the physical person who materially committed the act. The entity is not liable if the above-indicated persons acted in their own exclusive interest or in the interest of third parties.

The commission of the aforementioned offences always entails the application to the company of significant financial penalties and, in some cases, also of prohibitory penalties (such as, for example, the suspension or revocation of licences or concessions, exclusion from exercising business, exclusion from or revocation of financing or prohibition against advertising goods or services).

The Decree provides for the possibility that the company can be exonerated from such liability if it can prove that:

• Prior to commission of the offence, Top Management had adopted and effectively implemented an organisational and management model (such as this one) suitable to prevent crimes of the kind that occurred;
• The task of supervising the operation of and compliance with the Model, as well as responsibility for updating it, has been entrusted to a body endowed with autonomous powers of initiative and control (known as the Supervisory Board);
• The persons who committed the offence acted by fraudulently evading the aforementioned organizational and management model;
• There was no or insufficient supervision by the body referred to in point 2).

The adoption of the organisational model pursuant to Legislative Decree 231/2001 is optional under the law; however, in keeping with the principles of transparency and fairness to which it has always based its activities, Meccanotecnica Umbra deemed it appropriate and in line with its corporate policy to proceed with adoption of the aforementioned model, which was approved by the Board of Directors on 29 May 2006.