GOVERNANCE & COMPLIANCE

THE SYSTEM OF GOVERNANCE
Graded’s Governance system guarantees an effective and reliable control mechanism and efficient, sound and correct management in compliance with the principles of the Code of Ethics and Social Accountability 8000 (SA8000) certification, thanks to the implementation and application of the Organizational Model ex D. Lgs. n. 231/01, of the GDPR model (EU General Data Protection Regulation 2016/769) and of the integrated internal control system consisting of the set of tools, organisational structures, rules and business rules.

The management of the Company is the responsibility of the Board of Directors, which adopts strategic and organizational decisions necessary for the implementation of the corporate object, in compliance with the principles of transparency and fairness that inspire the Company’s work and that, in accordance with the provisions of the Civil Code, has delegated part of its management skills to the Chief Executive Officer.

CODE OF ETHICS
Graded recognizes the importance of ethical – social responsibilities in the exercise of its activities, as an essential element to consolidate the relationship of trust with the various stakeholders (partners, customers, employees, suppliers, business partners and other legitimate stakeholders in the areas in which the Company is present with its activities).


The aim of the Code of Ethics is to orient the company’s actions to the observance of the law, in a business environment governed by the principles of fair competition, honesty, integrity, fairness and good faith in the socio-economic contexts in which the Company is called to operate.

This objective requires the adoption of an ethical-corporate reference model structured on a set of values, behavioural modalities and responsibilities that the Company recognizes, accepts, shares and makes its own in the relationships established towards the inside and the outside, communicating its contents to its stakeholders, in order to ensure the highest level of knowledge.

THE ADDRESSEES OF THE CODE OF ETHICS

  • the Corporate and supervisory bodies (shareholders, administrative, delegated bodies, Board of Statutory Auditors);
  • the Personnel of the Company (managers, employees, workers, external collaborators) classified in staff regardless of the contractual type of employment relationship in place;
  • consultants and suppliers of goods or services (including professional ones), and anyone providing services in the name and/or on behalf of the Company, including partner companies or subcontractors;
  • customers (whether private or public administration), within the limits of applicability of the Code to their conduct;
  • any other private or public entity, including institutional, with which the Company establishes for any reason, directly or indirectly, permanently or temporarily, in Italy or abroad, operational relations.

The addressees of the rules of the Code are required to comply with the requirements contained therein and to adapt their behaviour and actions to the principles expressed. Each of them must know and respect the provisions of the Code.

THE ETHICAL PRINCIPLES OF GRADED

 
  • Ethics in the management of activities;
  • Work Ethics and Employee Protection and Valorisation;
  • Commitment to sustainable development and social responsibility;
  • Ethics in relationship management (P.A. and clients);
  • Ethics in financial/economic reporting;

ORGANIZATIONAL AND MANAGEMENT MODEL 231
Graded has adopted the Model of organization and management provided for by the Legislative Decree of 8 June 2001, n. 231, which introduced the administrative responsibility of the Entities/Companies for certain administrative offences and offences committed in their interest or for their benefit by entities that have a top position in the structure of the Entity, Companies or entities subject to the supervision of the latter, even not in the organization chart, providing for the exclusion (or limitation) of the administrative liability of the Company if the Company itself demonstrates that it has adopted and implemented effectively “Organisational, management and control models” to prevent crime.

The Organisation and Management Model, originally adopted in 2016, has over time been updated, strengthened and integrated in relation to new legislation and regulations (e.g. widening of the category of crimes).
The Organizational Model ex D. Lgs. 231/01 updated by Graded is an expression of the company’s policy oriented to the prevention of the criminal risk of the enterprise that involves, on a substantive level, the entire audience of the recipients (apical and subordinate subjects). On a formal level, it is articulated in a series of elaborations that are to be considered as a single manual composed of several sections.

The handbook consists of a “general” part, a “special” part and two ancillary sections: the disciplinary system and the catalogue of offences 231. This subdivision responds to the need for more efficient future updating, given that the various documents can be updated separately, each one marked by a code and a date of edition that will allow to keep track of it and to safeguard the confidentiality of some sections (e.g. the cases of activities sensitive to the risk of crime that will be detailed in the Special Part of the Model). The Company’s Code of Ethics, which expresses the ethical and deontological principles that the Company recognizes as its own patrimony of values and on which

The Organizational Model ex D. Lgs. n. 231/01, adopted to ensure a healthy and correct management, also includes the “WhistleBlowing” procedure.

Art.6, paragraph 1, lett. b) of D. Lgs. 231/2001 requires, as a condition for recognition of the existent administrative responsibility, that it be entrusted to a body of the Company, endowed with “autonomous powers of initiative and control”, the task of supervising the operation and compliance with the requirements of the Model, as well as of supervising its updating.

Graded has appointed a collegial Supervisory Body (Supervisory Body) composed of three external members, guaranteeing all the prerogatives of autonomy, professionalism and independence explained above, which remains in office for three years from the date of appointment, unless otherwise determined by the administrative body.

The Supervisory Body must be informed about events that could give rise to responsibilities of Graded pursuant to Legislative Decree no. 231/2001, through special reports by employees, Corporate Bodies, the suppliers, consultants and persons in general with whom the Company has relations.

Communications to the Odv can also be made via the e-mail address odv@graded.it

GENERAL PART

The General Part of the Model represents and describes the control environment examined during risk assessment, defined on the basis of the following parameters:

a) normative references;
b) corporate governance system;
c) internal business organisation;
d) the objectives of Model 231 and the criteria used for drawing it up;
e) harmonisation of Model 231 with the Code of Ethics;
f) establishment of the Supervisory Body, description of its constituent features and tasks;
g) In-house communication system of the Model and staff training criteria on the behavioural protocols prescribed by it.

An integral part of the General Part is also the Disciplinary System set up as a specific safeguard of the prescriptions of the Model.

SPECIAL PART

The Special Part of the Model – formalized in a separate document with respect to the General Part – details the organizational controls adopted for risk management in the individual areas surveyed during the risk assessment phase, highlighting in particular:

  • abstractly perpetrable offences;
  • cases of activities sensitive to the risk of crime;
  • the business functions operating in the case of sensitive activities;
  • the relevant control principles within the individual risk areas;
  • the principles of conduct to be followed in order to reduce and, where possible, eliminate the risk of committing criminal offences;
  • information flows to the Supervisory Body.

Documents

Organization and Management Model 231 – General Part

Organization and Management Model 231 – Special Part

Organization and Management Model 231 – Special Part Art.30TUS

Ethical Code

Disciplinary System

Documents

Organization and Management Model 231 – General Part

Organization and Management Model 231 – Special Part

Organization and Management Model 231 – Special Part Art.30TUS

Ethical Code

Disciplinary System