Privileged Information Procedure

The Privileged Information Procedure establishes the principles and rules that our Group and subsidiaries follow in the internal management and external communication of inside information. 
Specifically, the Procedure: i) identifies insider information; ii) governs the process for handling delayed public disclosure of insider information; iii) governs the manner in which insider information is disseminated and disclosed to the market; and iv) establishes the principles of conduct to be followed by the individuals and corporate organizational structures involved in the handling of insider and confidential information. 
The Procedure also regulates the company's behavior in case of leakage of information and communication of inside information at shareholders' meetings, meetings with the press and with financial analysts.

Internal Dealing Procedure

The Internal Dealing Procedure governs the public disclosure requirements of so-called "material transactions." That is, of transactions carried out by those defined as "relevant persons," whose total amount reaches 5,000.00 euros within a calendar year, and which involve shares, debt instruments, derivatives and financial instruments related to shares and debt instruments issued by the company.

"Relevant persons" are Directors, Statutory Auditors and senior management, as identified by the Board of Directors, who have regular access to inside information concerning the company directly or indirectly, and hold the power to make management decisions that may affect the company's development and future prospects.

The Internal Dealing Procedure stipulates that relevant persons, and persons closely related to them, may not carry out - on their own behalf or on behalf of third parties, directly or indirectly - transactions involving financial instruments issued by the company during the so-called "blocking period," i.e., during the 30 calendar days preceding the announcement of the annual financial report, half-yearly financial report, and interim management reports.

Operations

Operations with Related Parties Procedure

The Procedure for Related Parties Transactions, approved by the Board of Directors on May 17, 2016 and June 22, 2016, came into effect when the company's ordinary shares began trading on the MTA of the Italian Stock Exchange. 

The Procedure regulates the substantive and procedural fairness of Related Party transactions carried out by the company, including through subsidiaries, as well as the proper disclosure of such transactions to the market.

The Board of Directors has entrusted the Audit and Risk and Sustainability Committee with the task of supervising transactions with related parties, thus giving it the function of the Related Parties Committee.

Procedure of the Management of the Group

The Procedure for the Management of the Register of Persons with Access to Inside Information ensures compliance with the laws and regulations concerning the protection of confidentiality and privacy of inside information. 

In particular, the Procedure: i) identifies the persons responsible for the register of persons who have access to Inside Information; ii) enshrines the criteria for identifying the persons to be entered in the register (both in the "individual section" and in the "permanent section"; iii) describes the manner in which the register operates; iv) regulates the content of the entry; and v) regulates the updating of the register.

Model of organization, management and control

We have equipped ourselves with an Organization, Management and Control Model, provided for in Article 6 of Legislative Decree No. 231/01, which is constantly updated in relation to regulatory and organizational changes in the company.

The model ensures fairness and transparency in the conduct of business activities, protecting the position and image of Group companies, the expectations of shareholders and the work of employees. 

The organizational model is divided into two sections, the "General Provisions" and the "Provisions on Sensitive Processes." 

The General Provisions describe: i) the objectives and methods of verification and updating of the model; ii) the organization and functioning of the supervisory body; iii) the communication and training processes activated by the company; iv) the identification of activities at risk of commission of crimes; v) the identification of sensitive processes related to areas at risk; vi) the protocols for the formation and implementation of decisions; vii) the methods of management of financial resources; and viii) information flows to the supervisory body.

Supervisory body

We have established a specific corporate body with the task of continuously supervising the effective functioning and compliance of the company's organizational model, taking care of its updating, and proposing amendments and/or additions to the Board of Directors.

The Supervisory Board currently in office was appointed by the Board of Directors on May 12, 2021, and is composed of three members, chosen from individuals inside and outside the company for their adequate preparation and professionalism. The members of the Supervisory Board, with autonomous powers of initiative and control, are Ugo Lecis (Chairman), Monica Mannino, and Gianluca Rosboch.