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, and last updated 15 June 2021, came into
effect when the company's ordinary shares began trading on the MTA
of the Italian Stock Exchange.
The Procedure identifies the rules governing the identification, approval and execution of Related Party transactions carried out by the Company, directly or through subsidiaries, to ensure the transparency and substantial and procedural fairness of such transactions.
The Board of Directors appointed a Related Parties Committee from among its members.
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.
Organization, management and control model
We have equipped ourselves with an Organization, Management
and Control Model, pursuant to Legislative Decree 231 of 8 June
2001, which is constantly updated in relation to regulatory and
organizational changes in the company.
The model ensures fairness, integrity and transparency in the
conduct of business activities, protecting the position and image
of the company, the expectations of shareholders and the work of
employees.
The model is divided into this "General Part", which contains
the fundamental principles and a "Special Part", the content of
which refers to the types of offence provided for by the decree
and considered potentially verifiable within the company.
The general provisions describe: i) the legislative decree
231/2001; ii) the governance model and organizational structure;
iii) the company’s organization and management model; iv)
the supervisory board; v) the disciplinary and penalty system; vi)
the communication and staff training.
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 April 23, 2024, 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.
Whistleblowing Management
Tinexta has an internal reporting system in compliance with the requirements of Legislative Decree No. 231/2001 and Legislative Decree No. 24 of 10 March 2023, implementing EU Directive 2019/1937 on the protection of persons who report breaches of Union law.
In particular, in compliance with the provisions of the Decree, Tinexta’ employees and persons who, for various reasons, have relations with the Company (by way of example: consultants, suppliers of goods and services, agents, contractors, business partners, shareholders, trainees, volunteers) may be subject to reporting:
- violations of EU law;
- administrative, accounting, civil or criminal offences;
- unlawful conduct relevant under Legislative Decree No. 231/2001 or violations (even alleged violations) of Tinexta’s Organisation, Management and Control Model;
- violations of the Tinexta Group Code of Ethics and Conduct;
- alleged or ascertained violations of Tinexta’s procedures or, in any case, of the internal regulatory system;
- Environmental, Social & Governance violations.
Reports can be made through a dedicate platform, accessible at , which guarantees the confidentiality of the reporter's identity and the information contained in the report through encryption systems.
