Internal Auditing Department - Corporate governance - Hera Group
HERA's Internal Auditing was established in 2003, when the Group was listed on the Stock Exchange, in accordance with the provisions of the Code of Conduct of Listed Companies.
The Code of Conduct defines the principles of the internal auditing and risk management system with which the HERA Group is aligned. In the overall design of the risk management process, the HERA Group has adopted the best practices of Enterprise Risk Management (ERM), based upon the COSO Framework, a model recognised internationally.
The monitoring of the correct and effective functioning of the internal auditing and risk management system is assigned to the Internal Auditing Department with a mandate from the BoD of HERA SpA, renewed on 20.2.2019 and it is regulated by an internal Operating Manual, also approved by the BoD. The Internal Auditing Department performs its role as an independent function and has the aim of protecting and increasing the value of the organisation, supporting the achievement of its objectives.
Internal Auditing is an independent and objective activity of assurance and consulting, aimed at improving the effectiveness and efficiency of the organisation. It assists the organisation in pursuing its objectives through a systematic professional approach, generating added value as it is aimed at assessing and improving the control, risk management and corporate governance processes.
The responsibility for implementing an effective control system is held by company management, while the Board of Directors assesses its adequacy, supported by the Control and Risks Committee and by the Internal Auditing activity.
The Internal Auditing Department, in carrying out its activities, adopts the Code of Ethics and the international standards for professional practice issued by the relevant trade associations.
231 Model and Anti-Corruption
HERA SpA has adopted, since February 2004, the organisation and management model indicated in Italian Legislative Decree 231/01 (the "231 Model"), in line with the ethical principles expressed in the Code of Ethics and in respect of the commitments made towards its stakeholders. The 231 Model is aimed at preventing offences involving liability for the legal persons in the interest or to the benefit of which the offence was committed, as envisaged by Italian Legislative Decree 231/2001.
The 231 Model was subsequently extended within the HERA Group and expanded and updated in relation to the new circumstances included in the perimeter of application of Italian Legislative Decree 231/2001 and in line with the evolutions of the Group and the business activities performed.
The 231 Model consists of a General Part and of Protocols that make up the Special Part and regulate the sensitive processes.
The Model adopted by the HERA Group is coherent with the contents of the guidelines developed in that regard by trade associations and with the indications of Italian and US Internal Auditing associations.
The 231 Model adopted, which is unique for the whole HERA Group, envisages information and training activity for persons involved in the sensitive processes with the aim of spreading knowledge of prohibited and mandatory behaviours, creating awareness of "ethical" behaviours and promoting a culture of control and prevention in managing the business risks. The HERA Group has established a Supervisory Board which supervises the Model and performs, through the Internal Auditing Department, auditing activities in autonomous and independent form.
The HERA Group promotes the combating of corruption by taking a “zero tolerance” stance towards corruption and fraud in any form, reiterated both in the Code of Ethics and in the Quality and Sustainability Policy.
The 231 Model, which already envisaged measures to combat and prevent corruption, has been supplemented by the “Anti-Corruption Model”. The senior persons andmanagement of the HERA Group are personally committed to respecting the anti-corruption model, also by performing awareness-raising activities and disseminating the principles of the rules aimed at preventing acts of corruption within its structures. The Anti-Corruption Model concerns all persons who work for the HERA Group.
HERA SpA, in 2019, obtained the ISO 37001:2016 certification of the anti-corruption management system and the Supervisory Board assumed the role of Compliance Function.
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Any suspected infringement of the Anti-Corruption Model, presumed offence, fraud, corruption or crime of another nature, whether or not it is relevant for the purposes of liability in accordance with Italian Legislative Decree 231/2001, or any other useful information for the purpose of preventing offences may be reported via the following channels:
- email address firstname.lastname@example.org
- ordinary mail addressed to the Supervisory Board, c/o Internal Auditing Department, HERA SpA, Viale Berti Pichat 40127, Bologna.
In any case, the privacy of the whistleblower's identity is guaranteed, subject to legal obligations and the protection of the rights of the Company or the persons involved in the report.
The HERA Group undertakes to ensure that nobody suffers discriminatory treatment for having refused to be complicit in acts of corruption or offences or for having reported in good faith the occurrence or possible occurrence of behaviours of this nature. Discriminatory treatment means, by way of example, dismissal, adoption of disciplinary measures, threats or punitive behaviours related to the report made.
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