Decree 231/01

The company Calzaturificio Gensi Group S.r.l. (the “Company“), in order to comply with the provisions of Legislative Decree no. 231 of 8 June 2001 (“Decree 231/01“), as well as with the obligations imposed by the Civil Code1, and in order to ensure increasingly fair and transparent conditions in the performance of its activities, has deemed it necessary and appropriate to adopt – by unanimous resolution of the Board of Directors of 17 December 2021 – an Organization, Management and Control Model (hereinafter, the “Model“).  

The Company believes that the adoption of a Model in line with the provisions of Decree 231/01 constitutes, over and above the legal requirements, a further valid tool for raising the awareness of all the Company’s employees and collaborators, as well as of all the other parties involved with the same (customers, suppliers, Public Administrations or third parties who have contractual relations with the same), so that the aforesaid subjects, in the performance of their activities, behave in a correct and transparent manner, in line with the ethical-social values which inspire the Company in the pursuit of its corporate purpose and which, in any case, are such as to prevent the risk of committing the offences envisaged by the aforesaid legislative decree.

In particular, the adoption, implementation and dissemination of the Model aim, on the one hand, to determine a full awareness in the potential perpetrator of the offence of committing an offence – the perpetration of which is not only strongly condemned by the Company, but is also contrary to its interests, even when the latter could apparently benefit from it – and on the other hand, thanks to a constant monitoring of the activity, to enable the Company to prevent or promptly react in order to prevent the commission of the offence itself.

Moreover, the Company believes that, in addition to these primary objectives, there are additional and consequential ones – which highlight the advisability of adopting the Model and introducing it adequately into its corporate structures – such as the creation of a control culture, risk management, and the protection of the Company’s image and reputation.

In the light of these considerations, the Company has therefore carried out a project to analyse the entire corporate organisational structure and its internal control system, in order to preliminarily verify the compliance of the behavioural principles and procedures already adopted by the Company with the purposes set out in Decree 231/01.

Moreover, in order to further enhance a corporate culture oriented towards the highest standards of ethics and legality, the Company has also adopted a Code of Ethics (“Code of Ethics“), aimed at defining the fundamental ethical values and the rules of conduct in business that all Company personnel must comply with in carrying out their activities.

The Company’s Model, the Code of Ethics and the provisions and principles contained therein are addressed to all those who, for any reason, operate on behalf of or in the interest of the Company (meaning that group of subjects indicated as “Recipients” in the general part of the Model, such as:

1. directors;
2. members of corporate bodies
3. any other subject in an apical position (by this is meant any person who has functions of representation, management, administration, direction or control of the Company);
4. employees and external collaborators of any kind (permanent, fixed-term, part-time, temporary, trainees of any grade and under any type of contractual relationship, even if seconded abroad) subject to the management or supervision of the so-called apical subjects of the Company.

¹ On this point, see articles 2381 paragraph 3 and 2392 of the Italian Civil Code, which require that the adequacy of the company’s organisational, administrative and accounting structure be assessed and that everything possible be done to avoid and eliminate harmful consequences for the company deriving from prejudicial circumstances of which the company is aware.