Article 6 of Legislative Decree 231/2001 relates the liability exemption of the enterprise to the adoption and effective implementation of an organisation, management and control model that is able to prevent the commission of the criminal offences considered by such legislation and requires the establishment of a supervisory board within the entity (hereafter, also referred to as the “SB”) that is specifically assigned the “function of supervising the operation and compliance of the organizational model and keeping it up-to-date”.
The Supervisory Board has the following tasks:
1. verify the efficiency and effectiveness of the organizational model adopted with respect to the prevention and impediment of committing crimes currently foreseen in legislative decree 231/2001 and those which in the future might lead to administrative liability of legal persons;
2. verify compliance with the methods and procedures foreseen by the Organisational Model and detect any deviations of conduct which might emerge from the analysis of information flows and from reports which function managers are obliged to make;
3. formulate proposals to the Board of Directors for any updates and adjustments to the Organisational Model adopted to be implemented through amendments and/or supplements that may be necessary as a result of (a) significant breaches of the provisions of the Organisational Model, (b) significant changes in the internal structure of the Company and/or of the methods of conducting business activities, (c) legislative changes to legislative decree 231/2001 or which nevertheless foresee new direct liability hypotheses for the entity;
4. following ascertainment of violations of the Organisational Model, promptly report the same to the Chairman of the Board of Directors and/or the Managing Director or, in the case of the objective gravity of the fact constituting breach of discipline, to the Board of Directors for appropriate disciplinary measures to be imposed; the Supervisory Board has the obligation to immediately inform the Board of Directors and the Board of Statutory Auditors if the violations involve Company top management or Company Directors;
5. prepare an information report at least every six months for the Board of Directors concerning verification and control activities undertaken and the outcome of the same;
6. transmit the reports referred to above to the Board of Statutory Auditors.
The Supervisory Board is characterized by the following requirements:
Autonomy and independence
The requirements of autonomy and independence are essential in order that the SB is not directly involved in operational activities which are the subject of its control activities. These requirements can be achieved by ensuring the unquestionability of the decisions of the SB by the bodies of the entity and foreseeing reporting activity to the Board of Directors;
The SB must have technical and professional skills appropriate for the functions it is called upon to carry out; these characteristics, together with independence, ensure objectivity of judgement;
Continuity of action
The Supervisory Board must:
- constantly work on supervising the Organisational Model with the necessary powers of investigation;
- be an internal structure so as to ensure continuity of supervision;
- take care of implementation of the Organisational Model and ensure its constant updating;
- not perform operational tasks that may affect the overall view of business activities required of it.
To carry out the assigned tasks, the Board is vested with the broadest powers. In particular:
- activities carried out by the Supervisory Board can not be questioned by any other corporate organism or structure;
- the Supervisory Board has free access to all Company functions - without any prior consent - to obtain any information or data deemed necessary for carrying out the tasks foreseen by Legislative Decree 231/2001;
- the Supervisory Board may request the support of all structures of the Company or those which it makes recourse to (in particular, the Internal Audit Department and the Pirelli & C. SpA Group Compliance Department), or external consultants to collaborate in the execution of the task under the direct supervision and responsibility of the Board itself, as well as ask company representatives, identified case by case by the Supervisory Board, to attend the appropriate meetings;
- the Supervisory Board, in order to carry out its activities, is assigned full financial/operational autonomy without expenditure limits.