The Italian government adopted Legislative Decree 231/2001 in implementation of the mandate given by Law 300 of September 29, 2000, ratifying and executing the OECD and EU conventions against corruption in international trade and fraud to the damage of the European Community.
To fulfill its international obligations, Italian law enacted regulations governing administrative liability for the crimes contemplated by Legislative Decree 231/2001 committed by juridical persons, companies and associations, even without a juridical character.
Administrative liability is created when these crimes are committed in the interest, or to the advantage, of the companies and by:
- physical persons who hold representative, administrative or management positions either in the company itself or in financially and functionally autonomous organizational units;
- physical persons who exert management and control, even if only de facto;
- physical persons subject to the direction or oversight of one of the subjects indicated above.
Obviously, this liability is in addition to that of the physical person who materially committed the act. The organization is not liable if the above-indicated persons acted in his/her own exclusive interest or that of third parties.
For the company, the commission of the above-mentioned crimes always involves the application of monetary fines and, in some cases, other penalties (such as the suspension or revocation of licenses or concessions, the prohibition of operating the business, exclusion from or revocation of financing, or a prohibition against advertising goods or services).
The Decree allows for the possibility that the company can be exonerated from said liability when it is able to demonstrate that:
- Before the commission of the act, Upper Management had adopted and implemented an organizational and management model (like this one) suitable to preventing crimes of the type that occurred;
- The task of overseeing the operation and observance of the Model, as well as responsibility for updating it, was entrusted to a body with autonomous powers of initiative and control (the so-called Oversight Body);
- The persons who committed the crime fraudulently eluded the above-mentioned organizational and management model;
- There was no lack of, or insufficient, vigilance by the body in point 2.
The adoption of an organizational model conforming to Legislative Decree 231/2001 is optional under the law; nevertheless, in keeping with the principles of transparency and uprightness that have always characterized its activities, Meccanotecnica Umbra SpA considered it appropriate, and in line with its corporate policies, to adopt the above-mentioned model, which was approved by the Board of Directors on May 29, 2006.