Organizational, Management and Control Model 231

Since 2005 Tamini has adopted an organizational, management and control model (“Model 231”) to ensure the fairness and transparency of its activities. In this way, the Company, in addition to implementing Legislative Decree no. 231 of June 8, 2001 (“Decree 231”) on the administrative liability of entities, protects the Company’s reputation and meets the expectations of its stakeholders, in line with all Terna Group companies.
The main feature of the Model 231 is its dynamism: it was amended over time to adapt both to law provisions and subsequent inclusion of new crimes in compliance with Decree 231, and to the Group organizational modifications. In 2014, following the acquisition of the Company by TERNA S.p.A., the Model 231 has been revised in its structure and content according to the criteria of the Parent Company’s Model, adapted to the Tamini’s business features.

Model 231 is continuously monitored to assess its effectiveness and ensure it is updated with respect to internal changes (such as in an organisational structure or business activities) and external changes (jurisprudence, legislative developments, best practices).

 

Latest updates
In 2023, the main changes to the Company’s Model 231 concerned:

  • the updating of the General Section following the adaptation to the new provisions on Whistleblowing set forth in Legislative Decree 24/2023 (“Whistleblowing Decree”) concerning the protection of persons who report violations of Union law, in force as of 15 July 2023, implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019. The legislation, in a nutshell, provides for new provisions regarding the reporting channels (internal, external and public), the protection of confidentiality, the obliged parties, the reference standards of protection, the prohibition of retaliation related to whistleblowing and the declination of a special disciplinary system, as well as a special sanctioning regime provided by the National Anti-Corruption Authority (ANAC) also with regard to private entities in addition to public entities, which now also includes public service concessionaires.


 

TO REPORT VIOLATIONS OF MODEL 231
In accordance with the provisions of the Whistleblowing Decree, specific internal reporting channels have been set up. Reports of violations of Model 231 can be sent via the dedicated web portal whistleblowing. Additonal information at https://www.terna.it/it/Governance/etica-impresa/whistleblowing.




   Model 231 General Section - ITA

   Model 231 General Section - EN

   Model 231 Special Section - ITA

   Model 231 Special Section - EN

   

 
governance  

Code of Ethics
On 9 July 2014 Tamini has adopted the new Code of Ethics of the Parent Company TERNA S.p.A, in effect since May 2002, which represents an indispensable prerequisite for the correct implementation of strategic choices and outlines the ethics regarding the peculiar problems arising from carrying out the transformers business. Special attention was devoted to the commitment for operating in full respect of the environment and in harmony with the territory and its authorities. The Code is addressed to directors, employees and all those who collaborate and operate in the name and on behalf of the Company or who in any way contribute to creating value for the Group. Its contents are promoted at corporate level, including through specific training activities.  
 

   Terna Code of Ethics - ITA

   Terna Code of Ethics - EN

   

governance

Corporate liability measures outside italy

The governing bodies of the Group’s non-Italian companies (“NIC”) express and are required to clearly promote full compliance with the principles of ethics, integrity and legality of the Terna Group.

Most foreign regulations in the countries in which the Terna Group operates encourage companies to adopt corporate governance structures and risk mitigation systems to make efforts to prevent crimes from being committed by representatives, employees or third parties acting in the interests of the company, also providing for an exemption or mitigation of applicable penalties in the event of the adoption and effective implementation of adequate preventing measures.

In November 2017 Terna adopted a Global Compliance Programme (“GCP”) to align the efforts made by Non-Italian Companies to promote compliance with the principles of ethics, integrity and legality, and to prevent corporate criminal liability and provide a shared, consistent and uniform approach to counter unlawful conduct and strengthen the internal control system. The Global Compliance Programme was updated in December 2023 to bring it in line with the changes introduced by LG054 Whistleblowing on reporting and changes in the composition of the Compliance Officer Bureau (COB).

The GCP defines the general standards of control and the principles of conduct applicable to employees, directors and other members of the management and control bodies of non-Italian companies and, where applicable, any third party acting in the name of and/or on behalf of a NIC, such as suppliers, agents, consultants, trade partners or any other counterparty, in order to prevent unlawful conduct from being committed, as described for illustrative purposes in Appendix A of the document and identified as crimes in the various jurisdictions in which the Terna Group operates.

The GCP represents an act of Terna whose application is addressed to the Non-Italian Companies called upon to implement it.

   

 
 
   
governance  

Whistleblowing
   
The digital platform and channels set up to offer the possibility of reporting violations of internal or external regulations that have come to one's attention The Company has always paid particular attention to the prevention of risks that could compromise the responsible and sustainable management of its business and, in line with its mission and its internal control system, to the possibility of knowing about critical situations and correcting them by consolidating the relationship of trust with stakeholders. For this reason, our Company has set up ad hoc internal channels to receive reports of violations of internal or external regulations, to guarantee fairness and transparency in the conduct of business and activities and to protect the company's position and image, which may cause damage or harm to the company, such as fraud, a general risk or a potentially dangerous situation, while also ensuring compliance with the regulatory provisions of Legislative Decree of 10 March 2023 No. 24 on the subject of whistleblowing and on “Implementation of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law and on provisions concerning the protection of persons who report breaches of national laws” ("WB Decree"), as well as the indications provided by the National Anti-Corruption Authority (ANAC).

 

 

   

governance

Procurement

Please find below Purchasing documents and modules

   General Purchase Conditions - ITA

   General Purchase Conditions - EN

   

governance

Diversity and inclusion

Please find Below Documents and Modules

   Diversity, Equity & inclusion Policy - IT

   Diversity, Equity & inclusion Policy - EN