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.
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 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.
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.
