Decreto legislativo n° 231 / 2001

Organization model and code of ethics

Legislative Decree no. 231 of 2001 June 8th (hereinafter Decree) concerning the “Discipline of administrative responsibility for juridical people, companies and associations even not incorporated” has introduced for the first time into the Italian legal system the direct liability of companies and other legal entities for crimes committed by directors, executives, their subordinates and other subjects acting on behalf of the legal entity, when the unlawful conduct has been carried out in the interest of or to the benefit of the company concerned, as well as those responsible for directing or supervising them. It does not replace, rather it supplements the individual liability of person who has committed a crime, and it is in any case excluded if the natural person has acted exclusively in their own interests.

For all unlawful acts that have been committed, a pecuniary penalty is always foreseen; for the most serious cases, prohibitive measures are also foreseen such as suspension of even revocation of permits granted, and the prohibition on concluding agreement with the public administration, the prohibition on conducting business activities, exclusion from or revocation of financing and contributions, the prohibition on advertising goods and services.

Since its introduction, the Italian legislator has constantly widened the scope of application of the Decree by extending the list of relevant crimes.

RDZ S.p.A., Company part of the CALEFFI’s group, acknowledges the importance of prevent those crimes, has adopted this Organisation Model as useful tool for internal control to prevent the committal of such crimes by managers, representatives or employees.

On July 14th, 2009 the Supervisory Board decided to adopt this Model, and on the same date they appointed the Surveillance Board (OdV). The Surveillance Board sees that the Organization Model is respected and always updated according to the instructions mentioned below.

Its constant application will make it possible to cancel, or at least reduce, the risk of crimes as well as to