231 Organisational Model

Organisation and Management Model

Legislative Decree no. 231 dated 8 June 2001 introduced to the Italian legal system a regime of entities’ administrative liability resulting from certain crimes (so-called “underlying offences”) committed in the interest or to the advantage of the Company by persons acting for the Company in a representative, administrative or management capacity, as well as those exercising the management and control of the same (so-called top management) and lastly by people under the management or supervision of top management (so-called people subjected to the supervision of others).
Since 2004 Acea has adopted an Organisation, Management and Control Model pursuant to Legislative Decree no. 231/01 (“231 Organisation Model” or “Model”), designed to prevent the committing of theoretically feasible administrative crimes and offences within the scope of company business. The 231 Organisation Model is subject to constant revision and enhancement in the light of experience gained, developments in case law and theory, the legislative evolution of the Decree and company organisational changes. Acea SpA’s new Model was approved by the Company’s Board of Directors on 15 December 2021.

The Code of Ethics  is an integral part of the Organisation and Management Model.

Acea encourages the adoption and effective implementation by subsidiaries of its own 231 Organisation Models, in keeping with the principles set forth by the Group Parent’s Model. The Group Companies adopt their respective Models under their own responsibility, having identified the activities which pose the risk of potential crimes being committed and the most suitable measures for the prevention thereof and appoint their own Supervisory Bodies.

Organizational models of other companies of the Group

Please find below the Organisational Models adopted by some of the Group’s companies.

231 Model Addressees

Addressees of the Model, in addition to those who – even factually – perform the Company’s operational, administrative, management and control functions and employed persons – under any form of contractual relationship – also include those people who, although not part of the Company, operate for whatsoever reason on behalf of the same, together with associates and contractual counterparts in general.

Objectives of the 231 Model

In adopting the 231 Organisation Model, and consistent with the express requirements laid down by the laws in force, Acea sets itself the following general objectives:

  • to prevent the risk of theoretically feasible administrative crimes and offences being committed within the scope of the Company’s business;
  • to disseminate knowledge of activities that imply a risk of offences of significance for the Company being committed (risk activities) and the rules (methods and procedures) regulating the risk activities; to provide information for addressees on the methods and procedures to follow when carrying out risk activities; to raise awareness as regards the possible sanctions that may be incurred whenever laws, rules or internal provisions are breached;
  • to promote the dissemination, personal acquisition and material acceptance of a business culture imbued with legality, in the knowledge that the Company expressly disapproves of any conduct contrary to law, rules, corporate governance regulations, the instructions issued by the supervisory and control authorities and internal provisions;
  • to promote the dissemination, personal acquisition and material acceptance of a control culture, which must apply to the achievement of objectives;
  • to ensure a clear assignment of powers and an adequate control system.

Supervisory Body

In accordance with the provisions set forth in the Decree and the 231 Organisation Model, Acea has established a Supervisory Body, that guarantees the requisites of autonomy, independence and professionalism. The Supervisory Body has full, independent powers of initiative, intervention and control over the effective functioning and observance of the Model.
More specifically, the Supervisory Body:

  • verifies the effective suitability of the Model for preventing the crimes envisaged in the Decree;
  • monitors the validity of the Model over time and prepares proposals for updating the Model to be submitted to the Board of Directors, wherever the need arises based on changes in company and legislative conditions;
  • reports to the competent authorities any breaches of the Model, whether ascertained or undergoing verification, that could give rise to a liability for the Company.

The Supervisory Body must be promptly informed of whatsoever unlawful conduct pursuant to Legislative Decree no. 231/2001, as well as any breaches or circumvention of the Model and the related procedures.
For this purpose, any person who becomes aware of potential irregularities can report them via the following dedicated information channels, which guarantee, for both the reporting and the reported party, the protection of privacy in the handling of the communications received:

In carrying out its business, the Supervisory Body guarantees compliance with personal data protection regulations.


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