ORGANIZATION, MANAGEMENT AND CONTROL MODEL EX D. LEGISLATIVE DECREE NO. 231/01

Foreword: Legislative Decree no. 231 of June 8, 2001.

Legislative Decree No. 231/2001 (hereinafter the Decree), pursuant to Article 11 of Law No. 300 of September 29, 2000, introduced the administrative liability of legal entities, companies and associations, including those without legal personality, for certain offenses committed in their interest or to their advantage by their directors or employees (natural person) and involving in the punishment of these offenses the assets of the entities and, therefore, the economic interests of the shareholders.
A copy of the Decree in the text in effect from time to time is available on the company intranet.

Article 5 of the Decree holds “the entity liable for crimes committed in its interest or to its advantage:

• by persons who hold positions of representation, administration or management of the entity or one of its organizational units with financial and functional autonomy, as well as by persons who exercise, even de facto, the management and control of the entity;
• By persons subject to the direction or supervision of any of the above persons.”

Liability under the Decree also arises in connection with crimes committed abroad, provided that the state in whose territory the crime was committed does not prosecute for them.

Where the predicate offense was committed by a person in a senior position, the company may go free from liability if it proves that:

• the management body has adopted and effectively implemented, prior to the commission of the crime, organization and management models in accordance with the Decree suitable for preventing crimes of the kind committed,
• the company has established a body with autonomous control powers to which is entrusted with: i) Supervising the operation of the model, ii) monitoring its compliance, iii) updating it,
• the crime was committed by fraudulently circumventing the organizational model,
• there was no lack of Vigilance on the part of the supervisory body.

If the predicate offense was committed by a person under the direction of others, the company’s liability will be recognized when:

• it is proven that the commission of the crime was made possible by the fact that individuals in apical positions did not sufficiently observe the obligations of management and Supervision.

Among the crimes indicated by the Decree and subsequent legislative additions, moreover, only some may concretely concern the Company’s activities, so it is with reference to these cases that the Model must compare its preventive effectiveness.
As such, the offenses under consideration are listed in a special internal annex available on the corporate intranet .
Unguess S.r.l. (hereinafter referred to as the Company or Unguess), having taken note of the regulations in force and their scope, has taken steps to adopt the Organizational Model by a resolution of the Board of Directors on 22.12.2023.

01 The Organizational Model

The Company has already partly equipped itself with a process tracking system as a tool for proper business management, considering Model 231 as a complement to the system from a penal-preventive perspective.

In particular, the company’s structure was preliminarily and in detail analyzed in order to identify the sensitive areas and activities for the prevention of crimes, with reference both to the company’s internal relations and operating structure and to the relations and contacts developed with third parties (consultants, outsourcers, suppliers and partners of all other kinds).

Therefore, a specific mapping (risk mapping and risk assessment) was carried out for each corporate value stream, which formed the basis of the so-called gap analysis, i.e., the recognition of which safeguards and procedures were necessary and to be adopted in order to strengthen and advance as far as possible the Company’s ability to prevent the commission of the offenses referred to in the Decree.
Therefore, the “mapping of risk areas” was based on the following aspects:

• Identification of the activity being audited;
• Identification of the business function “owner” of the process, that is, under whose responsibility the activity is conducted;
• Identification of the “cooperating” business function, if any, i.e., that function that participates in the business activity under consideration;
• Identification of the type of crime to be prevented;
• prediction of the ways in which such crimes could be committed;
• Analysis of the degree of risk of the commission of the highlighted crimes;
• Analysis of the tools already existing in the company to guard against the risk of committing crimes;
• evidence of the safeguards deemed necessary for the best implementation of the crime prevention system;
• elaboration of the degree of residual risk of the activity.

The methodology used for risk assessment is described in the relevant internal risk analysis document adopted by the Company.

Thanks to the specificity of such an internal document, it will be possible to constantly adapt Model 231 to the social and business environment, with a view to preventing the risk of crime.

Therefore, the development and adoption by the company of an Organizational Model responds to the need to prevent the commission of crimes and, in the event that it does occur, to prevent such action from being traced back to organizational guilt, that is, to an underlying structural willingness to take advantage of illegal behavior.

The drafting of the Model also took into account and complied with, the Guidelines for the Construction of Organization, Management and Control Models, pursuant to Confindustria’s Legislative Decree No. 231 of June 8, 2001, as last amended in June 2021, for all legal purposes.

02 The Company’s 231 System and the structure of the Model

The Company’s 231 system (to be understood as that set of documents, procedures and people with roles assigned by the 231 Model itself), in light of legal requirements and in consideration of its function, is structured on the following constituent elements:

• Code of Ethics and Conduct;
• Supervisory Board of the Company with supervisory and control functions with respect to compliance with the principles contained in the Model and, in general, its operation and updating of the Model;
• System of internal control and corporate procedures;
• Provision of sanctions for non-compliance with the Model.

In detail, the Organizational Model of the Company is divided as follows, as for the documentary part:

The Model is also complemented as highlighted above by the Code of Ethics and Conduct.
The Model addresses the following individuals, collectively referred to as the “Recipients”:

• persons who hold representative, administrative or managerial positions in the Company or in one of its organizational units with financial and functional autonomy, as well as persons who exercise, even de facto, the management and control of it;
• the Company’s employees, at any level and under any type of contractual relationship, including those seconded abroad to carry out the business;
• individuals who, while not belonging to the Company, act on behalf of the Company, for the applicable portions;
• external collaborators, business partners, for the applicable parts.

In fact, the Company reiterates that the adoption of the Model and the Code of Ethics and Conduct, constitutes, beyond the requirements of the law and its potential exempting efficacy under the Decree, a valuable tool to make Recipients aware of their potential unlawful behaviors, to prevent crimes through the precise indication of specific conducts and a suitable control system to react promptly in case they are nevertheless committed.
The Model fits organically into a corporate management system that is certified according to ISO 9001, 14001, 14064, 20000, 27001 and 45001.

03 Code of Ethics and Conduct

In view of the sensitivity and social relevance of the activities carried out and the services offered, the Company has long felt the need to formalize the values and ethical principles that inspire its actions within a document initially called the Code of Ethics and Conduct (hereinafter Code of Ethics) in connection with the resolution approving Model 231 and therefore in accordance with its content, representing, therefore, an integral part of Model 231 itself .
In order to ensure the transparency, fairness, integrity and professionalism of the work and the quality of the services offered by the Company, the Code of Ethics indicates a series of principles and guidelines whose observance is required of all those who have occasional or permanent business or commercial relationships with the Company or, more generally, are stakeholders in the Company.
To this end, the Company ensures full knowledge and understanding of the Code of Ethics by all Recipients by publishing the same and making it available on the Official UNGUESS website, in the section at the bottom right of the Home Page, at the following link: https://unguess.io/it/

04 The Supervisory and Controlling Body

The Supervisory and Control Body (also referred to as the Supervisory Board or, for brevity, “SB”) is that body which, as indicated by the Decree, has the task of supervising the functioning, effectiveness and observance of the Model and ensuring that it is updated, particularly when changes occur in the company’s organization and activities.
The constitution, appointment, term of office, dismissal, and compensation of the Supervisory Board shall be decided by the Board of Directors, after hearing the opinion of the Sole Auditor.
the SB, also because of the function it performs, possesses suitable technical knowledge to be able to continuously carry out the supervisory, control and updating activities required by the Decree.

Specific care has, moreover, been devoted to defining the powers of the SB and its position in the corporate organizational chart so as to ensure autonomy and independence. To this end, the SB is directly appointed by the Board of Directors of the Company, to which it is obliged to report and which is the only body, having heard the opinion of the Sole Auditor, with the power to remove it from office or replace it in the event of serious violations of the obligations placed on the SB by the regulations and/or this Model.

The SB is held to the strictest confidentiality and professional secrecy with regard to the information it learns in the performance of its duties and acts with the highest degree of diligence to avoid any leakage of confidential news or information to the outside world.

The SB can be contacted at the following e-mail address: compliance@plslegal.eu

Functions and powers of the SB 4.1.

In accordance with the provisions of the Decree, the SB is responsible for all activities related or related to the supervision of the continued effectiveness and efficiency of the Model and control over factors that could be prodromal to the occurrence of a possible crime.
The SB, in this perspective, and in compliance with the above-mentioned functions, remains at the disposal of each Recipient to provide clarifications or explanations regarding possible regulatory, interpretative or applicative doubts concerning the Decree and the Model, company policies and procedures relevant to the Model or situations related to the performance of Sensitive Activities or, in any case, related to the Model itself.

For the purposes of carrying out the functions described above, the SB has autonomous powers of initiative and control over the administrative and management activities of the Company, having to report – with regard to the conduct and outcome of the audits – directly and collectively to the administrative and control bodies of the Company. For these reasons, the members of the SB are not subject, in this capacity and within the scope of the performance of their function, to the hierarchical and disciplinary power of any corporate body or function.

Specifically, the SB has the following powers, the listing of which is to be considered as illustrative and not exhaustive:

• In relation to control and inspection functions, for example:
  • proceed at any time, within the scope of its autonomy and discretion, to acts of control and verification regarding the effectiveness and application of the Model;
  • proceed as a result of anonymous reports or as a result of measures of the competent authority, including provisional ones, within the scope of its autonomy and discretion, to acts of control and verification regarding the activities of the recipients who are the subject of the report or measure, within the framework of the regulations in force and ensuring in all cases respect for the principle of adversarial debate and protection of confidentiality;
  • Report to the Board of Directors any obstacles that are placed in the way of its activities;
• in relation to the functions verification of the effectiveness and formulation of proposals to adjust the Model, for example:
  • in coordination with the Heads of Sensitive Areas and Activities, periodically verify the Model’s suitability to prevent the commission of crimes;
  • in the light of regulatory changes from time to time, as well as as as a result of the audits carried out and the ascertainment of the existence of new processes at risk, propose appropriate adjustments and updates to the Model to the competent bodies;
  • Attend: a) meetings with Employees of the areas in charge of administration and management; b) meetings of the Single Auditor and/or with the Statutory Auditor;
  • Carry out reporting activities on a periodic basis at least every six months to the Board of Directors and the Sole Auditor in relation to the activity carried out by the SB office, reports received, events considered of particular importance, and any other data, acts or facts that the SB deems appropriate to communicate to one of the recipients.
  • at the beginning of each fiscal year, the SB is required to establish an Audit Plan having as its object the setting of periodic audits throughout the fiscal year and the functions called to Audit for each periodic audit so as to define in time the availability of resources and functions. This is without prejudice, in any case, to the possibility for the Supervisory Board to hear resources and functions at any time and even unannounced within the scope of its operational and verification powers, and by sending the Audit Plan to the Chief Executive Officer, which will be shared with the corporate functions involved.

The SB will keep the documentation inherent to its activities (files, reports, audits, etc.) in a special computer archive (SB database) whose management methods are the responsibility of the SB itself. The retention period is 10 (ten) years from the detection or audit carried out, except for any subsequent period of application for prohibitory precautionary measures or contestation of administrative offence pursuant to Legislative Decree 231/2001. In this case, the retention period will last until the judgment defining the related judgment of liability becomes final.

The SB database can only be accessed by the members of the SB and persons delegated and authorized by the SB.

4.2. Reports and complaints to the SB and information flows

Each report generated by the company’s whistleblowing system (also pursuant to Legislative Decree 24/2023) will be reported to the SB by the individuals in charge, and the SB itself will be the point of contact for violations of the Code of Ethics. The SB must be informed of events that could generate company liability under the Model and in particular:

• each Recipient of the Model is obliged to inform the SB about conduct that is not in line with the provisions of the Decree or this Model;
• each Recipient of the Model is required to inform the SB about activities of the company of impact under this Model that have not received adequate regulation by the Model;
• each Recipient is obliged to inform the SB of any inefficiencies of the Model or parts thereof to the performance of the set task;
• each member of Management is required to inform the SB on a periodic basis regarding the implementation of the regulations in the company and the dissemination and application of the Model, with particular reference to the dissemination and application of the principles and procedures set forth in the Model itself, the training activity dedicated to the Model, as well as the Sensitive Activities carried out during the reporting period that may be relevant under the Decree in question.

Communications to the SB will be handled by the individuals in charge, according to the provisions of paragraph 05 below and in accordance with the Whistleblowing Policy available at the following link: https://unguess.io/it/policy-whistleblowing/.

05 The Reporting System (Whistleblowing)

Pursuant to Article 6, Paragraph 2-bis of Legislative Decree No. 231/2001, a reporting system is made available to the recipients of this Model for the purpose of pointing out illegitimate behavior, based on precise and concordant facts.
In this sense, the rule was supplemented with the provisions of the “whistleblowing” legislative decree (No. 24 of March 10, 2023), which implemented the European Directive concerning the protection of persons who report violations of Union law. Article 4.1 of the Decree specifically stipulates that organizational and management models, referred to in Article 6, paragraph 1, letter a), of Legislative Decree No. 231 of 2001, must provide for internal reporting channels in line with the provisions of Decree 24/2023 (Whistleblowing).

Unguess has implemented the legislation through the structuring of a whistleblowing system through the Factorial platform whose methods of use are highlighted in the appropriate Whistleblowing Policy on the Official UNGUESS website, in the bottom right section of the Home Page, at the following link: https://unguess.io/it/policy-whistleblowing/

Reports may include (but are not limited to):

• Violations with respect to the provisions of Legislative Decree 231/01, this Model, and the Code of Ethics such as:
  • Rules and regulations on labor law, health, safety and the environment
  • Corruption or bribery
  • Money laundering
  • Fraud
  • Conflicts of interest
  • Disclosure of confidential information
  • Violation of Human Rights
  • Unethical or unprofessional business behavior
  • Misuse of corporate resources
  • Non-compliance with the Company’s regulations and procedures
• Violations of European Union and national law in the listed areas of Legislative Decree 24/2023 such as:
  • public procurement,
  • financial services, products and markets and prevention of money laundering and terrorist financing,
  • Product safety and compliance,
  • transport security,
  • environmental protection,
  • radiation protection and nuclear safety,
  • Food and feed safety and animal health and welfare,
  • public health, consumer protection, privacy and data protection, and network and information system security;
  • Acts or omissions that harm the financial interests of the European Union;
  • acts or omissions concerning the internal market, including violations of European Union competition and state aid rules.

The Company, in line with the provisions of the law, provides for: – the prohibition of retaliatory or discriminatory acts, direct or indirect, against the reporter for reasons related, directly or indirectly, to the report; – the inclusion in the disciplinary system adopted pursuant to Article 6 paragraph 2, letter e) of Decree 231, as provided for in Article 21, paragraph 2, of Legislative Decree No. 24/2023, of sanctions, as provided for in paragraph 06 of this Model 231, against those found to be responsible for:
(i) retaliation against the whistleblower, or when it is determined that the report was obstructed or attempted to be obstructed, or there was a breach of the duty of confidentiality
(ii) not having established reporting channels, not having adopted procedures for making and handling reports, or that the adoption of such procedures is not in accordance with the regulations, as well as not having carried out the verification and analysis of the reports received
(iii) having made with malice or gross negligence reports that turn out to be unfounded

Indeed, the Whistleblower’s criminal and disciplinary liability in the event of false, slanderous or defamatory reporting under the Criminal Code remains valid.
The principle to be observed in this regard is the proportionality of one of the sanctions in the paragraph to the behavior to be evaluated on a case-by-case basis.
The Company recalls the nullity of retaliatory or discriminatory dismissal of the reporting person. Also null and void is the change of duties pursuant to Article 2103 of the Civil Code, as well as any other retaliatory or discriminatory measures taken against the reporting person.

It is possible to make a report through the Factorial platform, as highlighted above, accessible from the following link: https://unguess.factorial.it/complaints . The platform is the appropriate channel for receiving reports and protecting the confidentiality of the reporter and the information exchanged pursuant to Legislative Decree 24/2023.

06 The Sanctions System

6.1. Function of the penalty system

In accordance with the provisions of the Decree, the sanctions system is designed to ensure compliance with the Code of Conduct, the Model and company procedures.
Violation of the obligations defined in the Model, even if justified by the pursuit of an alleged corporate interest, constitutes a breach of contract and a disciplinary offence. In fact, the Company does not intend to pursue any advantage derived from an unlawful act, and in the event that an offense is committed, as of now it manifests its willingness to return said advantage.
The sanctions system provides for the specific sanctions and the methods for their imposition in the event of violation or non-compliance with the obligations, duties, and/or procedures set forth in this Model.
Should it be proven that an offense has been committed by one of the Recipients of the Model, the Company reserves as of now any right to compensation for any damage so caused.

6.2. Violations

The penalty system is applied as a result of the following violations:

• Failure to comply with the provisions of the Model, the Code of Conduct and company procedures and provisions referred to in the Model;
• Violation and/or circumvention of the control system put in place through the removal, destruction or alteration of the documentation required by the procedures in force or in preventing the persons in charge and the Supervisory Board from controlling and/or accessing the required information and documentation;
• failure of hierarchical superiors to supervise their subordinates regarding the correct and effective application of the provisions of the Model, the Code and the relevant company procedures in the Sensitive Areas and Activities;
• failure to comply with the obligation to inform the Supervisory Board and/or the immediate supervisor about any violations of the Model carried out by other employees or recipients of the Model of which there is direct and certain evidence;
• violations of the duty of confidentiality and measures to protect the identity of corporate functions that report predicate offenses or violations of the Model;
• retaliatory or discriminatory initiatives, such as, but not limited to, retaliatory or discriminatory dismissals or job changes, against company functions that report predicate offenses or violations of the Model;
• reports that prove to be unfounded and made with malice or gross negligence at the outcome of the internal investigation activity conducted by the SB or at the outcome of the results of criminal, civil or administrative proceedings;
• Failure to communicate, train and update internal and external personnel working in sensitive areas and activities.

6.3. Sanctions

The Company reiterates here that violation of the obligations contained in this Model, even if aimed at the pursuit of an alleged corporate interest, constitutes a breach of contract and a disciplinary offence. In fact, the Company does not intend to pursue any advantage derived from an unlawful act, and therefore in the event that an offense has been committed, the Company as of now manifests its willingness to return said advantage.
Where it is proven that an offense has been committed by any of the Recipients of the Model, whether employees of the company, Directors, Statutory Auditors, consultants or partners, and in addition to the sanctions listed in the Model, the Company as of now reserves all rights to compensation for any damage thus caused to the Company.

In the case of violations of this Organizational Model or the Code of Ethics as applicable, sanctions will be applied and adjusted according to the type of Recipient who committed the violation.

In case of sanctions to administrators:
without prejudice to the provisions of Article 2392 et seq. of the Civil Code, depending on the seriousness of the infraction and upon the Board of Directors’ decision (with the abstention of the person concerned from time to time), having consulted the Board of Statutory Auditors, protective measures may be applied, within the scope of those provided for by current regulations, including the revocation of the proxy and/or office conferred on the person. In the most serious cases, the Board of Directors, having consulted with the Board of Statutory Auditors, may propose to the Shareholders’ Meeting to proceed with the revocation of the office.
Regardless of the application of the penalty is made, however, without prejudice to the Company’s right to bring liability and/or compensatory actions.

In case of penalties to auditors and auditor:

the Supervisory Board informs the Sole Auditor and the Board of Directors, who will take appropriate action including, for example, convening the shareholders’ meeting in order to take the most appropriate measures provided by law.
Regardless of the application of the penalty is made, however, without prejudice to the Company’s right to bring liability and/or compensatory actions.

In case of employee sanctions:

with reference to the applicable sanctions, it should be noted that they will be adopted and applied in full compliance with the procedures laid down in the national and company collective regulations applicable to the employment relationship. In particular, for non-managerial employees, the sanctions provided for in the CCNL (verbal reprimand, written reprimand, fine, suspension from service and pay and dismissal) will be applied in the following terms:

• Verbal reprimand, in the case of “slight non-compliance” in relation to conduct that is characterized by slight negligence and has not generated risks of sanctions or damage to the Company. This sanction is imposed on the basis of the following casuistry: – slight non-compliance with the rules of conduct of the Company’s Code of Ethics, the Protocols provided by the Model;
  – Slight non-compliance with Company Procedures and/or the System of Internal Controls;
  – tolerance of minor non-compliance or irregularities committed by one’s subordinates or other personnel pursuant to the Model, Protocols, the Internal Control System and Company Procedures; – failure through minor negligence to comply with requests for information or production of documents by the Control Body, unless justified.
• Written reprimand, against workers responsible for having, with minor negligence, exposed the Company to the risk of sanctions or damages of no particular gravity. This sanction is imposed on the basis of the following casuistry: – non-compliance with the rules of conduct of the Company’s Code of Ethics and the Protocols set forth in the Model;
  – Failure to comply with Company Procedures and/or the System of Internal Controls;
  – tolerance of culpable non-compliance committed by one’s subordinates or other members of staff in accordance with the Model, Protocols, Internal Control System and Company Procedures; – delay in complying with requests for information or production of documents by the Supervisory Board, unless justified.
• Fine in an amount not exceeding the amount of 4 hours of normal hourly pay/suspension from pay and duty for up to 10 days, when due to objective circumstances, specific consequences or recidivism, the noncompliance is of greater importance. This sanction shall be imposed according to the following casuistry:
  – Repeated or serious non-compliance with the rules of conduct of the Company’s Code of Ethics and the Protocols set forth in the Model; – Repeated or serious non-compliance with Company Procedures and/or the System of Internal Controls; – Failure to report or tolerate serious non-compliance committed by one’s subordinates or other personnel under the Model, Protocols, the System of Internal Controls, and Company Procedures;
  – Repeated failure to comply with requests for information or production of documents by the Supervisory Board, unless justified.
• Dismissal for justified subjective reason or for just cause, in the event of a Significant violation (carried out with malice or serious misconduct) of the rules of conduct set forth in the Model, the Code of Ethics, the related 231 Protocols and Company Procedures, such as to cause, even potentially, serious moral or material harm to the Company, such as the adoption of conduct that integrates one or more Offenses or illegal acts that are prerequisites for Offenses. Dismissal for just cause shall be resorted to in the event that the facts charged against the employee are of such seriousness as not to allow the continuation, even temporary, of the relationship.
  Workers/employees involved in disciplinary proceedings for violations falling within the scope of this system of sanctions may be suspended from service on a precautionary basis, under the terms and in the manner established by the CCNL.
  For workers with managerial status, taking into account the difficult applicability of conservative sanctions against them, any violation of no small importance of the rules of conduct provided for in the Model, the Code of Ethics, the related 231 Protocols and the Company Procedures, committed by them, tolerated or negligently ignored, can only result in dismissal for just cause or subjective justification.

In case of sanctions to suppliers and business partners:

where possible, a necessary condition for validly concluding contracts of any type with the Company, and in particular supply and consulting contracts, is the assumption of the commitment by the third-party contractor to comply with the Code of Ethics and/or applicable Protocols in relation to the services covered by the contract.
These contracts should include, when possible, termination clauses, or rights of withdrawal in favor of the Company without any penalty in the latter’s hands, in the event of the realization of Offenses or the commission of conduct referred to in the Offenses, or in the event of violation of rules of the Code of Ethics, the Model and/or related Protocols.
In any case, the commission of unlawful acts or conduct that violates the Company’s Code of Ethics or Protocols will be considered just cause for termination of the contract pursuant to Articles 1453 et seq. of the Civil Code.
In any case, the Company reserves the right to take criminal action and to take action to claim damages if damages of any kind to the Company result from such conduct, such as in the case of the application to the Company by the judge of the measures provided for in the Decree.

In case of sanctions to collaborators, consultants, self-employed workers:

violations or circumvention of the Model, Code of Ethics and/or Protocols constitute a serious breach of contract performance. Therefore, reference is made to the provisions of Article 1453 et seq. of the Civil Code in relation to the terminability of the contract for non-performance.
Consequently, in all dealings with such parties, specific termination clauses within supply and collaboration contracts, and/or immediate termination as well as damage and indemnity clauses must be provided, where possible.

In case of sanctions to the Supervisory Board

any one among the Single Statutory Auditor or among the Directors, will immediately inform the Single Statutory Auditor and the Board of Directors of the Company: these bodies, after contesting the violation and granting the appropriate means of defense, will take the appropriate measures including, for example, the revocation of the appointment of the body and the consequent appointment of a new Supervisory Board.
In the case of violations carried out by a person referred to in this paragraph, who is also an employee of the Company, the sanctions set forth above will be applied, without prejudice in any case to the applicability of the various disciplinary actions that may be exercised on the basis of the employment relationship existing with the Company and in compliance with the legal and/or contractual procedures, as applicable.

07 The implementation of the Model and its updating

7.1 Communication, dissemination and training activities

Communication, dissemination and training related to Model 231 are important requirements of its implementation. Therefore, the Company, in order to effectively implement Model 231, ensures proper and adequate dissemination of its principles and provisions, both within and outside its organization.
In fact, the Company aims to extend the communication of the principles and provisions of Model 231 in general and the Code of Ethics in particular not only to its employees, but also to those who, although they do not have the formal qualification of employee, work (even occasionally) for the achievement of business objectives, by virtue of various contractual relationships, and to those who enter into business relationships with UNGUESS (Interested Parties)
The Company diversifies its communication, dissemination and training activities according to the recipients of the same, guaranteeing, in all cases, the compliance of such activities with the principles of clarity, comprehensiveness, accessibility and continuity, in order to ensure that the recipients of it are fully aware of the ethical principles and internal company regulations that they are required to comply with.

Each Recipient is required to:

• Gaining awareness:
  • of the principles and provisions of Model 231 and the Code of Ethics;
  • Of the operational methods by which the respective activity is to be carried out;
• Actively contribute, in relation to their respective roles and responsibilities, to the effective implementation of Model 231 and the Code of Ethics, reporting any deficiencies and/or violations related to them.

The Company promotes and fosters the knowledge of the principles and provisions of Model 231 by the Recipients, with a degree of depth differentiated according to the position and role held by them, and ensures:

• Recipients in their capacity as Employees access to the 231 Model, its annexes, the Code of Ethics and information on the organizational structure (organizational charts and organizational arrangements), activities and company procedures in a dedicated area of the company intranet and through posting on company notice boards.
• Recipients as Collaborators and Partners and Interested Parties as Suppliers and Customers, to view this document, which is the General Part of this MOGC, through the Official UNGUESS website in the section at the bottom right of the Home Page, at the following link :
  To keep them informed, for the purpose of the proper execution of contractual relations with the Company, about the content of Model 231 adopted by the Company .

7.2 Heads of functions or persons

Those with responsibility for valuable processes, functions, or persons have overall responsibility for the implementation of and compliance with Model 23.
Heads of corporate functions also have-like the Board of Directors, employees, and every Recipient-the responsibility to understand, comply with, and apply the principles and provisions of Model 231.
Managers of functions or persons must also demonstrate leadership and commitment in relation to Model 231 and, in particular:
Ensure that Model 231 has been adopted and is implemented, in order to adequately address the risks of the commission of the offenses-prescribed by Legislative Decree 231/2001;
Ensure the integration of the principles and provisions of Model 231 into business processes;

• Employ adequate resources for the effective operation of Model 231;
• Ensure that information activities related to Model 231 are carried out both inside and outside the Company;
• ensure communication within the Company of the importance of an effective Model 231 and compliance with its principles and provisions;
• Ensure that Model 231 is appropriately designed to achieve its objectives;
• Direct and support employees in contributing to the effectiveness of Model 231;
• Promote the culture on 231 within the Company;
• Promote continuous improvement in 231;
• support other individuals with relevant management roles to demonstrate leadership in preventing and detecting risky conduct, to the extent of their responsibility;
• Encourage the use of procedures for reporting deficiencies and/or violations of Model 231, both suspected and actual;
• ensure that no one will suffer retaliation, or discriminatory or disciplinary action for making reports in good faith or on the basis of a reasonable belief in the existence of violations, or suspected violations, of the 231 Model, or for refusing to commit violations thereof, even if such refusal may result in a loss of business for the Company (except where the person participated in the violation);
• Report periodically to the Supervisory Board, regarding the content and operation of the 231 Model and any reports of the commission of crimes-presumed crimes under Legislative Decree 231/2001;
• periodically review, upon input from the Board of Directors, Model 231 to ensure its continued suitability, adequacy and effectiveness, considering the following in the review: (i) status of actions compared to previous management reviews; (ii) changes related to external and internal factors relevant to Model 231; (iii) information on the implementation of Model 231, including developments in non-compliance and corrective actions, monitoring outcomes, audit findings, reports, investigations, nature and extent of risks; (iv) effectiveness of actions taken to address risks; and (v) opportunities for continuous improvement of Model 231;
• include, in the outcomes of the review, decisions regarding opportunities for continuous improvement and the need for changes to Model 231;
• Report to the Supervisory Board a summary of the outcomes of the above review;
• Retain documentary evidence of audit outcomes.

If the heads of corporate functions delegate responsibility or powers for making decisions in relation to which there is no low risk of committing offenses-crimes under Legislative Decree No. 231/2001, the Company will establish and maintain a decision-making process or system of controls that requires that the decision-making process and the level of authority of the decision-makers be appropriate and free from actual or potential conflicts of interest.

7.3 Employees of the Company

Company employees involved in the process described herein are required to comply with the provisions set forth in the Model and in particular:

• Understand the basic principles of the discipline
• Follow the principles set forth in the Code of Ethics
• Know the structure of the Organizational Model
• Know and follow the general principles set forth in the Special Part, which is published only internally on the appropriate company intranet channel
• Know and follow the Special Part dedicated to their business, and published only internally on appropriate company intranet channel
• Report any misalignment of the function’s risk analysis with the activities actually carried out by the function to its supervisor or the SB
• Report to one’s line manager or the SB any misalignments in the behavior of the structure or third parties with respect to the principles set forth in the Model and the Code of Ethics
• Know the elements of the Model’s sanction system
• Be an active participant in the 231 system aimed at preventing crime risks within the organization

7.4 Controls of the Supervisory Board

Without prejudice to the discretionary power of the Supervisory Board to take action with specific controls following the reports received, the Supervisory Board carries out periodic spot checks on the activities related to Sensitive Activities aimed at verifying their proper performance in relation to the rules and principles set forth in this Model.
To this end, the Supervisory Board is granted free access to all relevant company documentation as well as the opportunity to dialogue with all employees, collaborators and partners of the company.
The Supervisory Board, with regard to the activities highlighted as sensitive to the possible commission of crimes relevant to the Model, together with the heads of the identified functions, defines an information flow for each of the sensitive activities described above, also defining their periodicity on the basis of the scheme in Annex 5 of the Special Section.

7.5 Updating the Organizational Model.

The Model is an “act of emanation of the management body” (in accordance with the requirements of Article 6, paragraph I, letter a of the Decree). Its approval, and also the subsequent amendments and additions, are subject to and are the responsibility of the Board of Directors, which will make use of the experience and indications of the SB, with the exception of only the amendments and additions concerning formal or minor aspects that will be, instead, addressed to the function of the General Management of the ‘organization or the Administrator.