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Ethics Committee


The Ethics and Sustainability Committee, appointed by Hera S.p.A.'s Board of Directors on 14 May 2008, is responsible for monitoring the dissemination and implementation of the Code of Ethics.It receives reports on breaches of the Code, assessing whether or not it is possible to open proceedings.

At the meeting of Hera S.p.A.'s Board of Directors (renewed on 27 april 2017) on 10 may 2017 the company again appointed the members of the Ethics and Sustainability Committee.

The Ethics and Sustainability Committeeis composed as follows:

  • Federica Seganti, Director's Board of Hera S.p.A.
  • Massimo Giusti, Director's Board of Hera S.p.A.
  • Filippo Bocchi, Head of Hera S.p.A.'s Shared Value and Sustainability Department
  • Mario Viviani, company social responsibility expert (external member).

At the meeting on 9 June 2017, the Committee elected Massimo Giusti as Chairman.

Reports to the Committee

Reports to the Ethics Committee
no.20122013201420152016201720182019
Workers1512199712104
Customers119611141077
Suppliers13 11112
Other stakeholders61110002
Total3325262222231815


Based on the results of the preliminary investigation, the Committee determines whether to issue a communication aimed at promoting solutions and positive behaviours by establishing, if deemed necessary, a dialogue with the interested parties in order to search for the most appropriate solutions.
The judgement on any violation may regard single employees or organisational sections of the Group.
In cases where, at the end of its investigations, the Committee notes a violation of the present Code and identifies the person or person responsible, it can issue an official reprimand. The reprimand may be in writing or verbal. The Committee may decide both the form of the censure and the level of publicity that it deserves.

The Committee must communicate the result of its judgement, duly grounded, to the whisteblowers, anyone responsible for the violation and the parties most directly involved.
The Committee is not obliged to make public the acts of the investigation.
Those who based on the complaint are indicated as responsible for violation of the Code, or those who the preliminary investigation has identified as being responsible, in any case have the right to be listened to by the Committee before a judgement is handed down.

The acts of the Committee shall be communicated periodically to the Board of Directors and at the annual meeting a special sitting of the Board will make an overall assessment of the ethical condition of Hera and define the relevant lines of action.
Each year the Committee will present to the Board a plan of information and training relating to the contents of the Code and aimed at those subject to it.
The Committee may have relations with control institutions and functions, such as, for example, the Enterprise Risk Manager, the Control and Risks Committee and the Board of Statutory Auditors.

 
 
  • Reports of violations can be put forward, either verbally or in writing, to the Ethics and Sustainability Committee as a whole or to one of its members. The Committee protects the confidentiality of the whistleblower's identity.


    It is not the Committee's task to provide opinions on the interpretation of rules of law or contracts, so if it finds that the matter submitted to its attention falls under this category, it defers the case and its treatment to the specific management bodies and notifies the person who sent the report of such.


    The Committee decides whether to take action, file the report or defer the case to the competent corporate function based on the report received.


    The whistleblower is duly notified in each of these cases. Should a decision to take action be made, the Committee has 90 days in which to reach a decision.


    If action is taken, it has to be recorded in the specific protocol and this implies that investigations must be made.


    The Committee has the duty to carry out investigations and call witnesses, the parties involved including those presumed responsible for the violations, in order to permit the issuing of a reasoned judgement.
    The Chairperson and the members of the Committee who have either jointly or separately been delegated by the Chairperson have the right to gather information and to call witnesses in a direct and confidential manner.
    Investigations and evidence can be used to explain the final decision taken.
    All parties involved in the investigation are required to maintain confidentiality.


    At the end of a preliminary investigation deriving from a report, the Committee can issue a judgement concerning the violation or non-violation of the Code.
    Based on the results of the preliminary investigation, the Committee determines whether to issue a communication aimed at promoting solutions and positive behaviours by establishing, if deemed necessary, a dialogue with the interested parties in order to search for the most appropriate solutions.
    The judgement on any violation may regard single employees or organisational sections of the Group.
    In cases where, at the end of its investigations, the Committee notes a violation of the present Code and identifies the person or person responsible, it can issue an official reprimand. The reprimand may be in writing or verbal. The Committee may decide both the form of the censure and the level of publicity that it deserves.


    The Committee must communicate the result of its judgement, duly grounded, to the whisteblowers, anyone responsible for the violation and the parties most directly involved.
    The Committee is not obliged to make public the acts of the investigation.
    Those who based on the complaint are indicated as responsible for violation of the Code, or those who the preliminary investigation has identified as being responsible, in any case have the right to be listened to by the Committee before a judgement is handed down.


    The acts of the Committee shall be communicated periodically to the Board of Directors and at the annual meeting a special sitting of the Board will make an overall assessment of the ethical condition of Hera and define the relevant lines of action.
    Each year the Committee will present to the Board a plan of information and training relating to the contents of the Code and aimed at those subject to it.
    The Committee may have relations with control institutions and functions, such as, for example, the Enterprise Risk Manager, the Control and Risks Committee and the Board of Statutory Auditors.


Page updated 28 April 2020

 
 
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