Governance

Transparent Governance

We adopt a governance model based on transparency and responsibility, which are essential factors for guaranteeing the company’s success and sustainability in the long term.

We believe that a clear and structured management consolidates stakeholders’ confidence and ensures that each decision is taken respecting the highest ethical and legal standards. This is why we are committed to working in compliance with applicable legislation, promoting a company culture based on integrity, effective process control and on a strategy that targets sustainable growth.

Governance at L’Operosa S.p.A. is defined by the Parent Company, that appoints the members of the Board of Directors for each term of office.

Board of Directors

The Board of Directors sets out the strategic and general approach, coordinating economic and financial activities through the approval of strategic and financial plans, investments and annual budgets.

Board of Statutory Auditors

The Board of Statutory Auditors has supervisory duties pursuant to Article 2429 of the Italian Civil Code.

Supervisory Body

The Supervisory Body is tasked with monitoring the effectiveness of the corporate governance system.

Sustainability Committee

The Sustainability Committee supports the Board of Directors in implementing policies and objectives for the organisation’s sustainable development. The Committee assists the Board of Directors in defining medium- and long-term sustainable strategies, and in monitoring the organisation’s impacts on the economy, environment and people. The Committee also helps with setting out the Group’s Sustainability Plan and evaluating sustainable projects that may be achieved in an ESG (Environmental, Social and Governance) dimension.

Useful documentation

The Compliance Programme

The Compliance Programme (MOGC), adopted pursuant to Articles 6 and 7 of Italian Legislative Decree 231 of 2001 and the “Guidelines for creating compliance programmes”, has been designed to prevent unlawful conduct, such as corruption, extortion, false accounting and money laundering, as well as breaches of occupational health and safety and environmental regulations.
In 2023, the Compliance Programme was updated to conform to “whistleblowing” legislation (Italian Decree no. 24/2023), implementing Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law, further consolidating the principles of transparency and responsibility in whistleblowing, guaranteeing the protection of whistleblowers and preventing discrimination or unfair sanctions against them.

The Code of Ethics is a fundamental document that sets out the guidelines and principles to conduct all company activities with integrity, responsibility and respect. This code clearly defines the rules for the conduct expected from all employees and external staff, guaranteeing an ethical and transparent work environment.

L’Operosa S.p.A. has adopted an Anti-Corruption Policy in compliance with ISO 37001, with the aim of promoting integrity, transparency and conformity in all its activities. This policy is a concrete commitment to preventing and combating corruption, guaranteeing an ethical and responsible work environment.
To ensure the effective adoption of this policy, L’Operosa S.p.A. has appointed an Officer for Corruption Prevention and Transparency (RPCT). This Officer is tasked with managing and coordinating measures to prevent corruption within the organisation, targeting both the public and private spheres.

STATUTO
MODELLO 231
THE CODE OF ETHICS

WHISTLEBLOWING (Decreto Legislativo 24/23)

In conformità al Decreto Legislativo 24/23, che è entrato in vigore di recente e che ha lo scopo di promuovere la trasparenza, la responsabilità e la tutela dei whistleblower, ovvero coloro che denunciano attività illegali o scorrette all’interno dell’azienda, L’OPEROSA ha attivato il canale di segnalazione interno, accessibile a tutti i dipendenti che consente di segnalare presunte violazioni o comportamenti illeciti in azienda, ed è stato progettato per garantire la riservatezza e la protezione dell’identità del segnalante, nonché dei soggetti coinvolti nella segnalazione, in caso si verifichino determinate circostanze.È importante sottolineare che L’OPEROSA si impegna a garantire la riservatezza e la protezione dei whistleblower che decidono di segnalare presunte violazioni, con misure di protezione contro eventuali ritorsioni dirette o indirette verso i segnalanti, in conformità della normativa stessa.

WHISTLEBLOWING (Italian Legislative Decree 24/23)

In compliance with Italian Legislative Decree 24/23, which recently came into force and the purpose of which is to promote transparency, responsibility and protect whistleblowers, i.e. the people who report unlawful activities or malpractices within a company, L’OPEROSA has set up an internal reporting channel, accessible to all employees, which allows them to report alleged breaches or unlawful conduct in the company, and which has been designed to protect the identity of the whistleblower and all people involved in the whistleblowing report, if certain circumstances occur. It is important to note that L’OPEROSA guarantees the confidentiality and protection of whistleblowers who decide to report alleged breaches, through measures that protect them from any direct or indirect retaliation, in compliance with the Decree.