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This document represents the Organisational Model (below, “the Model”) according to Legislative Decree no. 231/2001 and subsequent additions (below, “the Decree”) adopted in the current version by the Board of Directors of Gianni Versace S.r.l. (below, “the Company” / “Gianni Versace”) with resolution-dated 7/08/2023.
Choosing this Model, Gianni Versace has meant to configure and introduce a structured and organic system of principles and organisational and control procedures, in order to avoid the commission of Offences sanctioned by the Decree (below, the “Offences”) – according to the legality corporate culture mentioned by the Decree Report – respecting its own corporate governance, intended as a governance system designed to direct an optimal organisational management. Gianni Versace’s governance is composed by an internal framework and a System of controls built in order to achieve the best results possible by pursuing the corporate purpose, according to the laws and respecting the principles and standards established in the “Capri Holdings Code of Conduct and Corporate Ethics” (below, “Code of Ethics”).
The Model has the following purposes:
i. “Model”: the present Organisational Model according to Legislative Decree no. 231/2001;
ii. “Legislative Decree no. 231/2001” or also called as “Decree”: the Legislative Decree no. 231 dated 8th June 2001 and subsequent additions;
iii. “Persons in a top position”: persons who hold positions of representation, administration or management of the entity or its autonomous organisational unit which have own financial and functional autonomy, or the entity which carry out the management and control of the Company;
iv. “Subordinate subjects”: all those who are subject to the management and supervision of persons in a top position;
v. “Sensitive activities”: the activities that can involve in the risk of commission of Offences;
vi. “Corporate boards”: the members of the Board of Directors and the members of the Board of Auditors of Gianni Versace S.r.l.;
vii. “Supervisory body” or also known as “SB”: body who has the task of constantly monitoring the compliance with the Model and the relative updates according to article 6, letter b) of the Decree;
viii. “P.A. ”: the Public Administration, included the officers and the subjects in charge of providing public services;
ix. “Partner”: contractual counterparts of Gianni Versace S.r.l., i.e. suppliers, agents, licensees, clients, commercial partners, both individuals or legal entities, with which, Gianni Versace S.r.l., reaches any kind of contractual collaborations regulated by law, where the addressees are meant to cooperate with the Company in the sensitive activities area;
x. “Predicate Offences for the Decree” or also known as “Offences”: the specific offences subject to the provisions of the Legislative Decree no. 231/2001 and subsequent additions;
xi. “Control protocols”: protocols directed to program the way how the entity’s decisions are made and their implementation in order to prevent the offences;
xii. “Procedures”: organisational rule that describes roles, responsibilities and the operational modes of how create a corporate process or a sequence of activities.
This document consists of a General Section and a Special Section.
The General Section deals with the description of the regulations contained in the Legislative Decree 231/2001, the indication – in the relevant sections for the purposes of the Decree – of the regulation specifically applicable to the Company, the description of the offences relevant to Gianni Versace S.r.l., the indication of the recipients of the Model, the operating principles of the Supervisory Body, the definition of a disciplinary system dedicated to the monitoring of violations of the Model, the indication of the obligations to communicate and to train personnel planned by the Model.
The Special Section is composed by an introductive section and from specific “Offences Categories” that regard different kinds of Offences abstractly applicable to Gianni Versace S.r.l. where are reported (i) the description of the offence’s circumstances, (ii) the sensitive activities and (iii) the existing control measures for the prevention or mitigation of offences.
The Offences Categories are the followings:
These acts and documents can be found, according to the methods provided for their divulgation, within the Company.
The “Addressees” of the Model are:
The Model represents the internal regulation of the Company, which is applicable to all those that work for the company, independently from the organisational level they have. The forbidden behaviors which result sanctioned by the Decree and the respect of the measures contained in the Code of Ethics have to be respected also by those persons who have relationships with the Company, such as suppliers, advisors, and business partners by agreeing to specific contract terms. In particular, the respect of the measures contained in the Model represents an essential section of the contractual obligations that employees have, according to the article no. 2104 and subsequent of the Italian Civil Code. Furtherly, the Addressees have the following obligations:
Gianni Versace S.r.l. dedicates the necessary attention in order to the correct and efficient implementation of the Model, guaranteeing its diffusion and verifying the knowledge of all the relevant persons, which have to work with.
The Company, besides, carries out constantly updating activities as well as verifying measures in order to check the knowledge of the subordinate subjects and persons in a top position.
5.1. The administrative liability system for crime under the Legislative Decree 8th of June 2001 no. 231
The Legislative Decree no. 231 of 8 June 2001 which title is “Regulatory framework of the administrative liability of legal entities, Companies and associations without legal status, according to the article no. 11 of the Law no. 300 of 29 September 2000”, has introduced for the first time within the national legal system the administrative liability for those who are not single individuals (below, “Entities/Institutions”).
A very important law print was established with the introduction of the proxy law no. 300 of 29 September 2000, which operates, besides, by approving the Convention on the financial protection of the European Communities of 26 of July 1995, the European Convention of 26 May 1997 related to the corruption fighting and the OCSE Convention of 17 September 1997 also related to the corruption fighting with a focus on foreign public officers within international business transactions and conforming itself to those international law tools planned for providing liabilities paradigms for legal entities and a related system of penalties able to hit corporate crimes.
The Legislative Decree no. 231/2001 operates in a framework of internationals obligations and – aligning itself with many legal systems of other countries – establishes the liability for entities, considered “as an independent center of interests and legal relationships, a landmark for different precepts, and a matrix of decisions and activities of those subjects that operate in the name, on behalf or in any case in the interest of the entity” (concept provided by the “Grosso Commission” within the relation made about the Italian Criminal Code reform).
The introduction of the administrative liability for the entities is due to a consideration made by analyzing those misconducts where the decisions about the applicable behavior are not taken by the single individuals but mostly are taken from the persons in a top position.
Other reasons for the introduction of the administrative liability related to the corporate structure regard the possibility that some offences could be facilitated by it or, in other cases, the corporate structure can lead to serious consequences right through an unfair use of it.
5.2. The nature of the liability
The explanatory report of the Legislative Decree no. 231/2001, referring to the administrative liability, emphasize “the born of a tertium genus (a third category) that conjugates the essential standards of the penal and administrative system, in order to align the reasons for the preventive efficacy with those of the maximum guarantee”.
Indeed, the Decree has introduced into our legal system a form of liability of the “administrative” kind – according with the article no. 27, 1st subparagraph of the Constitution of the Italian Republic (“The penal liability is personal”).
The type of liability here introduced can be considered as a penal-administrative liability. Even though has been defined as “administrative” by the Legislator and even predicting administrative penalties, it has the typical features of the penal liability since attains to the commission of a Crime, it is ascertained through a penal process and it is sanctioned only through the proper guarantees of the penal process.
5.3. Predicate offences of the Decree and subsequent additions
The Company can only be held liable for a limited number of offences (known as “predicate offences”) which are strictly indicated by the Legislator.
At the date when the Model has been implemented the Offences predicted by the Decree belong to the following categories:
Through the analysis performed (as described in the paragraph no. 6.3 of the present Model), it has been established that the following predicated offences are not applicable to Gianni Versace S.r.l.:
Considering Gianni Versace’s activity, as resulted from the analysis performed for the implementation of the Model (referred to paragraph 6.4 below), the Offences applicable to Gianni Versace are the following with indication of the relevant cases for each category of Offence:
5.4. Criteria of attribution of liability to the Entity
In addition to the commission of one of the predicate offences, other regulatory requirements must be integrated in order for the entity to be punishable pursuant to Legislative Decree 231/2001. These additional criteria for the liability of entities can be divided into "objective" and "subjective".
The objective criteria establish that Entities can be considered liable whenever the illegal behaviors indicated by the Decree are carried out providing that:
The “interest” concept is realized whenever the illicit conduct is carried out in order to obtain a benefit for the Company; the same liability can concern the Company whenever this obtains indirect advantages (economic or patrimonial benefits) from the illicit conduct, even if the author of the conduct has acted without the intention of achieving a benefit for the Company. On the contrary, the Entity’s liability is excluded when the offence, even if committed by violating the dispositions of the Model, has not been able to make the Company obtaining any kind of advantage nor the offence has been committed in the Entity’s interest but in the exclusive interest of the author that has committed the crime.
In order to applicate the administrative liability the interest and advantage criteria are between them alternative. The law does not require that the benefit obtained or hoped has necessarily economic nature: the liability of the entity exists not only when it has drawn an immediate financial advantage from the commission of the crime, but also in the hypothesis in which, even in the absence of such result, the fact is justified in the interest of the company. The Company cannot be held liable when the offence has been committed independently or against its will or in the exclusive interest of the author of the criminal conduct or third parties. The articles no. 6 and no. 7 of the Decree provide to describe the criteria for the implementation of the subjective liability of the Entity, which are different for any subject considered (persons in a top position or subordinated subjects).
It is also important to point out that, if the offence is committed by qualified persons of an entity belonging to a group, the concept of interest can be understood as "group" and extended in an unfavorable sense to the parent company or other company belonging to the same.
In order to applicate the liability of the parent company is necessary that:
Referring to negligent crimes, such as murder or very serious injuries committed in violation of the accident prevention regulations (referred to article no. 25-septies of the Decree) and certain environmental crimes (referred to article no. 25-undecies of the Decree), the interest and/or the advantage of the Entity shall not be attributable to the event (i.e., death of the worker) instead to the conduct that has made possible the event, so long as criteria such as awareness and intentionality of the conduct were due to reach an advantage for the Entity.
Therefore, the interest and/or the advantage can be recognized in saving security costs or increasing the velocity of performing actions or in increasing the productivity arisen from the absence of the adoption of safety and environmental measures.
The liability of the Entity is not applicable when the offence has been committed independently or against its will or in the exclusive interest of the author of the conduct or third parties.
The articles no. 6 and no. 7 of the Decree provide to describe the criteria for the implementation of the subjective liability of the Entity, which are different for any subject considered (persons in a top position or subordinated subjects).
When persons in a top position commit crimes, the Decree provides for the exclusion of the entity from liability only if the same proves that:
The conditions mentioned above must be jointly applied in order to exclude the application of liability for the Entity; the exemption for the Entity from liability depends by the evidence that the same is able to produce on adopting a Model able to prevent the commission of crimes and its efficient implementation.
When a subordinate subject commits crimes, the article no. 7 of the Decree provides that the Entity will be liable only when the accomplishment of the crime will have been facilitated from the inobservance of the obligations related to management and supervision; the same inobservance can be excluded when the Entity, before the commission of the crime, has adopted and implemented a Model able to prevent the offences.
The article no. 30 of the Legislative Decree no. 81 of 9 April 2009, which concerns the health and safety within the workplace, establishes that the Model, in order to exempt the administrative liability for the Company, must be integrated with a corporate system able to fulfill all the related legal obligations:
The Model must provide appropriate recording systems for the activities listed above. In any case, the Model must provide, as required by the nature and dimension of the organization and from the activity carried out, a coordination of functionalities that ensures technical skills and the needed authority to check, assess and for managing and controlling the risks, as well as a suitable system for sanctioning the disrespect of the control measures indicated in the Model. The Model must also provide an appropriate control system on itself and has to maintain all the conditions needed for its suitability in time.
Lastly, the already mentioned article no. 30 establishes that as first implementation, those Models that are compliant with:
The presumption of conformity concerns to the evaluation of the preventive abstract suitability of the legal model; it is not referred also to its efficient implementation, which will be performed by the judicial authority by analyzing the concrete observance of the implementation of the Model3.
5.5. Offences committed abroad
According to article no. 4 of Legislative Decree 231/2001, the entity may be called to testify in Italy in relation to crimes committed abroad covered under the decree.
The conditions (provided by the regulation or inferable from the complex of Legislative Decree 231/2001), on which the entity's liability for crimes committed abroad is based, are:
5.6. Sanctions
The articles from no. 9 to no. 23 of the Legislative Decree no. 231/2001 provide for a sanctioning mechanism for the predicate offences, imposing penalties directly to the Company, which differ in nature and method of execution:
The competent criminal judge will have the task, once the liability of the Entity has been established, to define the amount to be paid and if this one has to be actually done.
The Entity is considered liable even if the Offence has been committed in the concept of trying; in such hypothesis, the monetary and interdictory sanctions will be reduced from one-third to a half (referred to article no. 26 of the Decree).
According to article no. 26 of the Decree, the Entity is not liable when willingly avoids the fulfilment of the offence or the realization of the event.
a) Monetary sanctions
Whenever the Entity is condemned, it is always applicable the monetary sanction. Each type of crime has in its correspondence an edictal range that goes from a minimum to a maximum of quotas (absolutely from 100 to 1000 quotas), and each quota can vary from €258 to €1,549. The judge therefore has the possibility to commensurate the penalty to be imposed both in relation to the seriousness of the offence and the manner in which it was committed, and in relation to the economic conditions of the entity. In order to guarantee the payment of the fees, the judge may also order the precautionary seizure of the entity's assets.
The sanction is reduced: (i) by half when a) the author of the crime has committed the fact in his (or third parties) mainly interest and the Company has not received benefits or a minimum advantage and b) the financial loss determined has not a major impact; (ii) from one third to a half, if the Entity, before the opening statement of first degree, has a) entirely paid the damage and has provided to eliminate all the harmful or dangerous consequences of the crime or has started a process in order to remedy to all the consequences above mentioned, or b) has been adopted and implemented an appropriate Model to prevent offences within the same category of the one occurred; from a half to two-thirds when are applicable the conditions mentioned by letters a) and b) of point (ii).
b) Interdictory sanctions
The interdictory sanctions may be applied in addition to monetary sanctions, but only if expressly provided for the offence for which they are being applied and only if at least one of the following conditions are met:
The disqualification sanctions provided by the Decree are:
If necessary, the interdictory sanctions can be applied jointly.
The Offences, which are related to the interdictory sanctions, are those mentioned by articles no. 24, no. 24-bis, no. 25, no. 25-bis, no. 25-bis.1, no. 25-quarter, no. 25-quarter.1, no. 25-quinquies, no. 25-septies, no. 25-octies, no. 25-novies and no. 25-undecies of the Decree and lastly, the transnationals Offences referred mentioned by the Law no. 246 of 2006.
The legislator has elaborated within the article no. 15 of the Decree an alternative to the interdictory sanction, represented by the legal commissioner; the judge when concerning the entity, for the same period of the interdictory sanction, must adopt this solution, which establishes the activity interruption, if at least one of the following conditions persist:
Once the existence of one of the two conditions mentioned above has been ascertained, the judge through sentence will design a commissioner, indicating his or her duties and his or her authority with particular reference to the specific area where the offence was committed; the commissioner’s task is related to manage the Model’s action in order to prevent the commissions of crimes within the same category of the one already committed. He cannot execute any kind of special administration without the authorization of a judge.
The legal commissioner is an alternative to the interdictory sanction and this is the reason why it must have a sanctioning nature; this situation is carried out by confiscating the profits consequent the activity continuation. The alternative of the legal commissioner cannot be applied when the company has received a permanent interdictory sanction.
Exceptionally applied with definitive effects, disqualification sanctions are usually temporary.
The article no. 16 of the Decree no. 231/2001 establishes when the interdictory sanction is permanent: it can only be applied when the entity has reached a profit through the commission of the crime and it has already been condemned, at least three times in last seven years, to the temporary interdiction of the activity. Further, the judge can apply to the entity as a permanent measure the sanction of prohibition of contacting the public administration or the prohibition of advertise its own goods or services when it has already been condemned to the same sanction at least three times in the last seven years. Lastly, in case of criminal business, such as an organization with the purpose of allowing or facilitating the commission of crimes, must be always applied the permanent interdiction of continuing the activity.
Furthermore, the interdictory sanctions can be applied also as precautionary measure, meaning that it can be applied before a sentence, if exist serious evidences of the entity’s liability and exist serious reasons that concern a very possible situation where a crime, having the same nature of the one considered, can be committed. The interdictory sanctions cannot be applied if the monetary sanction is reduced.
The interdictory sanctions are not applicable when the entity, before the first-degree statement opening has:
As well as the monetary sanctions, the competent criminal judge, considering the previsions of article no. 14 of the Decree, establishes the type and lifetime of the interdictory sanctions.
The interdictory sanctions have a lifetime that goes from a minimum of three months to a maximum of seven years. The duration of any interim measures imposed shall be calculated in the duration of sanctions finally enforced.
The interdictory sanctions must refer to the specific activity sector of the entity and must answer to the principles of adequacy, proportionality, subsidiarity, particularly when applied as precaution.
c) Confiscation
The confiscation consists in the acquisition by the State of the price or profit of the crime (ordinary confiscation) or of a value equivalent to them (confiscation for equivalent). This type of sanction cannot be applied to the rights acquired by third parties when they have acted respecting the good faith principle.
When it is not possible to confiscate the price or the profit reached through the crime, the same sanction can act on an equivalent amount of money or goods or other benefits that have the same worth gained through the crime committed.
d) Publication of the sentence
The judge can order the publication of the sentence when an interdictory sanction is applied to the Entity. The sentence is publicized according to article no. 36, Criminal Code, as well as by posting in the municipality where the entity has its headquarters.
5.7. Events affecting the Organization
The Decree regulates the regime of the liability of the Entity in the event of changes, or in the case of transformation, merger, division and transfer of business.
The Decree has attempted to adapt the need to prevent the commission of crimes by carrying out the operations mentioned above with the necessity of excluding excessively punitive effects that can establish a limit to the reorganization of the entities that do not have elusiveness purposes. As a general criterion, the principles of the civil laws on the liability of the converted entity for the debts of the original entity are applied to the monetary penalties imposed on the entity. The disqualification sanctions, on the other hand, remain at the expense of the entity in which the branch of activity where the offence was committed remained (or was merged).
In the event of:
5.8. Indications of the Decree concerning the characteristics of the Model
According to the efficacy of the Model for preventing the commission of the crimes mentioned by the Decree no. 231/2001, the legislator, according to article no. 6, subparagraph no. 2 of the Decree, does not provide a fixed discipline to align nature and features of the Model, but establishes that the Model must have the following characteristics:
The adoption of the Model it is not mandatory, but it is an act of freewill. Therefore, by not adopting the Model there are not any sanctions to be applied for the Company. However, the adoption of the Model represents an essential assumption for being exempted from the application of the administrative liability in case of commissions of crimes by persons in a top position or subordinate subjects.
The Model can be defined as a complex of rules, principles, procedures and controls that regulate the organization and the management of the company, by having the purposes of prevention the committing crimes.
The Model changes by considering the nature and seize of the Entity and the type of business that this runs. Consequently, it is not a stationary tool, but is a dynamic system that allows the Entity to mitigate, through a correct and efficient implementation of the Model in its lifetime, the risk of committing crimes.
5.9. The Guide Lines elaborated by trade associations
According to the law (referred to article no. 6, subparagraph no. 3, Decree no. 231/2001) the Organisational Models can be adopted in accordance with codes of conduct prepared by the trade associations and communicated to the Minister of Justice.
Confindustria, in June 2021, has released an updated version of its own “Guide Lines for the building of Organisational Models according to Decree no. 231/2001”.
The Minister of Justice has approved the Guide Lines assuming that the update is “adequate and appropriate to the purpose established by article no. 6 of the Decree”.
The guide lines established by Confindustria indicate a process that can be summarized as follows:
In order to create its own Organisational Model, Gianni Versace, even if not associated to Confindustria, has taken inspiration and has expressly considered:
6.1. Brief History of Gianni Versace
Founded in 1978 in Milan, Gianni Versace S.r.l. is one of the leading international fashion design houses and a symbol of Italian luxury world-wide. It designs, manufactures, distributes and retails fashion and lifestyle products including haute couture, prèt-à-porter, accessories, jewellery, watches, eyewear, fragrances, and home furnishings all bearing the distinctive Medusa logo.
The Versace Group distributes its products through a world-wide network of direct and franchised stores.
Donatella Versace has been Artistic Director of Versace since 1997 and has steered the brand into the 21st century. Today, Versace represents its heritage through its strong and fearless designs, while addressing a new global audience which continues to strengthen Versace’s position in contemporary culture.
In January 2019, the Gianni Versace S.r.l. joined Capri Holdings Limited, a global fashion and luxury group.
6.2. Objectives pursued by the Company with the adoption of the Model
Gianni Versace, in line with the ethical principles of legality, correctness and transparency in conducting of business, corporate and governance activities has adopted a Model consistent with the needs expressed by the Decree, as an essential process of prevention of the risk of committing the offences provided, and updated it in the current version with the resolution of the Board of Directors of August 7th, 2023 (in compliance with the provisions of article no. 6 paragraph I, letter a) of Legislative Decree no. 231/2001) and has appointed a Supervisory Body having the task of supervising its functioning, efficacy and compliance, as well as promoting its updating.
The adoption and efficient implementation of the Model not only allows Gianni Versace to benefit from the exemption provided by the Legislative Decree no. 231/2001 but improves, within the limits set by the same, its Corporate Governance, limiting the risk of commission of offences.
In particular, through the adoption of the present Model, Gianni Versace has meant to:
The purpose of the Model is therefore the preparation of a structured and organic system of procedures and control activities, which has as its objective the reduction of the risk of committing crimes through the identification of Sensitive Activities and their consequent proceduralist.
The adoption and effective implementation of the Model not only constitutes the requirement for the Company to benefit from the exemption from liability, but also acts as an integration of the Corporate Governance rules.
The Model will be subject to any changes and additions according to the same formalities with which it was approved.
6.3. The function of the Model and its assumptions: the integrated system of internal controls
The principles and rules contained in the Model are intended to make the subjects (members of the Corporate Bodies, employees, various Partners etc.) who operate in the name and / or on behalf and / or in the interest of the Company, and whose activity could trespass over into the commission of crimes, the full awareness that certain behaviors constitute criminal offence, whose commission is totally unacceptable, firmly condemned and contrary to the interests of Gianni Versace even if apparently the latter would seem able to take advantage of it. Besides, it has to be added the awareness that the commission of the offense will entail, in addition to the penalties provided for by law, also internal, disciplinary or other sanctions.
From another point of view, thanks to a continuous monitoring of the company’s activities and to the possibility of reacting promptly, Gianni Versace is able to prevent the commission of crimes and to impose appropriate sanctions to those who commit the offences. In order to accomplish this, result essential the tasks assigned to the SB which has the duty to control all the people who have to operate in the area of the Sensitive Activities.
All the procedures and the already existing systems of control in Gianni Versace have been taken in consideration in order to prepare the present Model (if judged as appropriate to prevent the commission of offences and suitable for controlling the Sensitive Activities). Therefore, this Model, on the understanding to its specific purpose relating to Legislative Decree 231/2001, is part of the wider control system consisting mainly of the Corporate Governance rules and the Internal Control System (ICS) existing in the company.
The main governance instruments adopted by the Company can be summarised as follows:
The principles, rules and procedures referred to the tools listed above are not detailed in Model but are part of the wider organisation and control system that it intends to integrate. The essential principles, which the Model takes inspiration from, are:
The responsibility for the correct functioning of the internal control system is specific to each organisational structure for all the processes for which it has management responsibility.
The different tasks established for each body are defined by respecting the following control structures:
Although the existing internal control system is capable of being used for the prevention of the offences mentioned by the Decree, the Board of Directors, sensitive to the need of ensuring conditions of correctness and transparency in the conduction of business and corporate activities, to protection of its position and image, of the expectations of its shareholders and of the work of its employees, has decided to conduct an analysis of its organisational, management and control tools, aimed to verify the correspondence of the behavioral principles and procedures already adopted to the purposes set out in the Decree and, where necessary, to adapt them in order to bring them into compliance with the purposes mentioned above.
6.4. The construction of the Model
The Legislative Decree no. 231/2001 expressly provides, according to article no. 6, subparagraph no. 2, letter a), that the Organisational Model must be capable of identifying the corporate activities in which scope can be committed the crimes mentioned within the Decree.
The Model has been set up by the Company considering, in addition to the dispositions of the Decree, the Guide Lines of Confindustria and the dispositions emerged by the jurisprudence. The phases needed to develop and update the Model are briefly described below
Phase I: Analysis and collection of the documentation
The Company has carried out a deep analysis of its corporate activities on the basis of the information collected by the company representatives who, due to their role, are provided with the widest and deepest knowledge of the operations of the corporate sector of their competence in order to understand the internal and external operating context of reference for the Company.
In particular, the phase here considered has allowed verifying, functionality by functionality, the existence, the knowledge and the concrete application of the already existing operational procedures.
The next phase, described in the following paragraph, has been directed to verify the documentation and the information collected according to the dispositions of the Decree.
Phase II: As is Analysis and Risk Assessment (identification of the activities at risk)
From a methodological point of view, the risk assessment and the individuation of the existing controls are performed with a method that provides a first phase of risk assessment and a second one of risk management The risk assessment has been conducted through the following steps:
The results mentioned above have been collected in a descriptive document (knows as Matrix of the activities subject to risk and offence) which illustrates the detailed profiles of risk of commission crimes mentioned by the Decree, in the context of Gianni Versace’s activities. In particular, within the Matrix of activities subject to risk and offence are represented the corporate areas at risk of possible commissions of the offences provided by the Decree (so-called “sensitive activities"), the related crimes, the examples of modes and purposes for realizing them and the processes where these offences can be committed. In this manner, it has been possible to realize a mapping process of the risk areas showing the activities, which through the offences can be committed.
The categories of offences which are not included in the Model (offences with terrorism purpose, practices of mutilation of females genital organs) have been considered in a preliminary analysis where has been taken the decision to do not include them in the Model as their applicability to the Company is not possible.
Phase III: identification and analysis of the controls already implemented
Has been required to all the subjects that are in charge of the management of the risk areas where have been identified sensitive activities to illustrate the operative procedures and the concrete existing controls that can be recognizable as appropriate to garrison the risk identified.
Phase IV: gap analysis
The risk situation has been compared with the exigencies and the requirements imposed by the Legislative Decree no. 231/2001 in order to identify the shortfalls of the current system. In cases where have been identified risk activities that need a garrison more detailed, jointly with the owners of such risk activities, it has been provided to identify the additional actions that could result more efficient in order to prevent the identified hypothesis of risk, considering also the existence of operating rules even if respected in the operative practice.
Phase V: definition of protocols
For each area where has been identified a risk profile the SB, jointly with the Compliance function, has recommended the adoption of a specific protocol, intended as a complex of rules (guide lines, procedures, power limitations, assessment and control systems) that can be considered as appropriate in order to govern the risk profile identified.
The protocols have been submitted to the attention of the owners of the risk activities management in order to be evaluated and shared. An efficient system of protocols cannot be built without analyzing the system of proxies and powers of attorney in order to ascertain the coherence between the power assigned and the decisional processes managed.
The definition of the protocols is completed and integrated with the Ethical Code, both in order to indicate a series of principles of conduct that must be valid for all the collaborators and employees of the Company in each territorial reality in which it operates, and in order to reconfirm the criteria of proper, transparent and correct management which the Company intends to comply with.
Phase VI: Development of the Model
The present Model represents the evolution and the updating of the previous versions, in order to show the legal and organisational developments and to guarantee the compliance of this tool to the Company and its effective suitability as exemption of the administrative liability indicated by the Legislative Decree no. 231/2001.
Phase VII: Review of the Model
As indicated above, the present Model is subject to a periodic review in order to show the recent legal and organisational developments. The results of the review activity are intended as the mapping processes of the sensitive activities, which are the result of a management self-assessment activity developed with the support of the Compliance Division and the supervision of the SB.
The protocols are inspired by the rules of decision-making and operational and control processes documented and verifiable, relating to the sensitive activities identified. The operational unit subject to the protocol transposes it and then has the responsibility to verify that the daily operatively is aligned to the phases of implementation and to the moments of verification.
6.5. Modifications to the Model
The Model represents an “act of emanation by the management board” (in compliance with article no. 6, subparagraph I, letter a) of the Decree no. 231/2001) and due to its nature, the obligation to integrate and update the Model is delegated to the Board of Directors of the Company.
The Model must always be promptly modified or supplemented by the Board of Directors, upon proposal of the SB and always after consultation of the SB itself, when:
Any substantial changes and/or additions to this Model (i.e., changes to the rules and general principles contained therein and, in particular, any changes that may concern the chapters relating to the Company's Model, its Supervisory Body and the System of Sanctions of the General Section and the Special Sections of this Model) are the responsibility of the Board of Directors.
Any other modification (of a purely formal nature and therefore not of a substantial nature) but in any case such as to make it necessary to amend the Model, represents a responsibility of the Chief Executive Officer who updates the Model, subject to the opinion of the Supervisory Body. The Supervisory Body must promptly report in writing any facts and/or reasons that make it necessary to amend or update the Model to the Board of Directors, so that the latter may adopt the resolutions falling within its competence or so that the Chief Executive Officer may update the Model, in cases where the latter has the power to do so autonomously. The implementation of the principles and prescriptions contained in the Model is also a responsibility of all the Recipients and, in particular, of the managers and/or heads of the Company’s departments. The SB must be constantly informed of the updating and implementation of the operating procedures and of the suggestions made for their modifications. Changes to Company procedures necessary for the implementation of the Model are made by the relevant company departments concerned. The Supervisory Body is constantly informed of the updating and implementation of the new operating procedures and may express its opinion on the changes proposed. If the Supervisory Body deems it necessary to modify the operating procedures, it must notify the competent company management.
Gianni Versace considers a strict commitment to strong ethical values to be important to its success and has adopted Capri Holdings' "Code of Conduct and Business Ethics" (hereafter "Code of Ethics"), which constitutes the set of principles and behaviors that inspire and guide the Company's actions in the conduct of its business.. In the context of the Decree, the Code of Ethics represents an essential protocol for building up an organisational model capable to prevent the predicate offences. The Code of Ethics is an integrated section of the Model, describes the ethics principles that Gianni Versace recognize as important, and to which everyone who works in the Company has to comply with. The Code of Ethics must be respected as well as the legal framework and all the current dispositions of every country in which has a business activity. The Recipients and Third Parties are required to observe the Ethics principles and, as far as they are concerned, to make other people observe the principles contained in the Code of Ethics. The Code of Ethics violations will be subjected to sanctions imposed by the Disciplinary System (which is also an integrated section of the Model) and eventually to sanctions imposed by other existing codes of the Company. The SB must be promptly informed by the Recipients of any information that may concern the non-application or the violation (even if potential), of the Code (please refer to paragraph no. 12.5). In case of no communication of a circumstance or a fact capable to integrate the danger of committing a violation of the Code, the same behavior can be recognized as a violation and be subjected to a possible sanction.
The employees’ health and safety and the creation and maintenance of a healthy work environment are essential purposes for Gianni Versace. For the systematic verification of those purposes, Gianni Versace has appointed an appropriate control system based on the knowledge of the risks existing in the company, their prevention and monitoring.
The control system, which is inspired to ISO 45001:2018, provides:
The corporate procedures have been prepared in compliance to the current law inherent health and safety in the workplace.
Gianni Versace recognizes and promotes the environment safeguard and contributes to the sustainable development on the territory and to the identification of industrial solutions with a lower environmental impact, as also provided by the Code of Ethics, which is inspired to the international standard ISO 14001:2015.
In order to respect the environmental laws and the regulations and referring especially to the Legislative Decree no. 152 of 9 April 2006, the Company adopts procedures directed to:
9.1. General principles
The effectiveness of the Model is connected also to the adequacy of the sanctioning system for the violation of the conduct rules and generally, of the internal procedures and regulations.
The Disciplinary System operates in compliance with the current regulations (also included those of collective negotiation) and has an internal nature which does not replace the current regulations but acts as complementary to them and as an integrated system to the other corporate dispositions.
The application of the punitive measures indicated by the Model does not replace further sanctions of other nature (such as, administrative, criminal, civil and fiscal penalties) which may arise from the same offence.
For those aspects not regulated by the Disciplinary System, will find application the regulations provided by article no. 7 of the Law no. 300 of 20 May 2000 (so-called “Workers’ Statute) and in addition the regulations of the collective negotiation and corporate dispositions applicable.
The application of punitive measures for the violation of the conduct rules and inobservance of the corporate dispositions results being independent from the criminal judgement and its own result. The company assumes such dispositions autonomously and regardless of the character of the criminal offense that the conduct may configure.
The sanction will be proportionate to the gravity of the violation and its recurrence. In case of expulsive sanction will be considered also the recidivism of the same.
A non-correct interpretation of the principles and rules established by the Model may constitute exemption only in cases of good faith behavior in which the constraints set by the Model exceed the limits of a detailed analysis required to a person, which use the principle of good diligence.
Are subjected to sanctions:
The disciplinary and contractual sanctions, and the eventual request of compensation for damages, will be commensurate to the level of responsibility and autonomy of the Employee, or with the role and intensity of the fiduciary constraint connected with the assignment given to the Directors, and Service Companies (meaning third parties companies with which Gianni Versace has business relationships).
The system of sanctions is subjected to a continuous verification and evaluation of the CEO and the HR Manager, which are liable for the concrete application of the disciplinary measures on the eventual alert of the SB.
The system of sanctions finds application even toward the SB or to those subjects whom negligent behaviors have not identified and consequently not eliminated the behaviors, which took place against the Model.
The violation of the specific supervisory obligation of those subjects, which are subordinated to the persons in a top position, will provide punitive penalties imposed by the Company and according to the NCA, by considering the nature and gravity of the violation and the role of the person in a top position.
The violation of single behavioral rules from those employees that do not have managerial qualifications are to be understood as disciplinary offenses.
The sanctions that can be imposed to the employees are forming part of the ones provided by the disciplinary corporate code, according to article no. 7 of the Law no. 300 of 30 May 1970 (Workers’ Statute) and eventual special regulations applicable.
The Model refers to the categories of sanctionable facts provided by the existing sanctioning system, which refers to the National Collective Agreements ("NCA") which is applicable to Gianni Versace’s employees.
As part of its organisational system and in compliance with the principles of the Model, the Company is equipped with a complex of written procedures and operating instructions monitored by the Compliance function and the Internal Audit function, which ensure consistency for the sections within its competence (the “Procedures").
The Procedures are aimed to regulate the behavior in the different operating activities and at allowing the preventive and subsequent controls on the correctness of the operations in order to guarantee the effective uniformity of behavior within the Company, in compliance with the regulatory provisions that regulate its activity.
The procedures which applicate the principles and prevention measures for offences are integrated as section of the Model and are prepared by the Company in compliance with the following principles:
The Procedures are constantly updated, also on proposal or notification from the SB, in order to guarantee the achievement of the purposes of the Model, without proceeding to its modification.
The Procedures are spread through a specific communication activity and are made available to all the Recipients through a publication on the corporate intranet. The related education is provided according to the annual education catalog.
All the employees have the obligations to be aware of the Procedures and to respect them while carrying out the tasks them given.
The system of proxies and powers of attorney is defined by security features in order to prevent the commission of Offences (traceability of the Sentitive Activities) and allows the efficient management of the corporate business.
By "proxy" is meant the internal act of attribution of functions and tasks, reflected in the system of organisational communications. For “powers of attorney” is meant the unilateral legal transaction with which Gianni Versace attributes powers of representation in front of third parties. To those functions owners that need powers of representation, in order to accomplish their tasks, is gave a general power of attorney which is coherent with their functionalities and management powers.
In order to prevent the commission of offences, the essential requirements for the system of proxies and powers of attorney are:
The Supervisory Body periodically verifies, with the support of the Legal Department, the system of proxies and powers of attorney and their consistency with the entire system of organisational communications and recommending eventual changes in the event that the management power and / or the qualification does not correspond to the powers of representation conferred to the attorney or in case there are other anomalies.
12.1. Requirements and its composition
The article no. 6, subparagraph no. 1, letter b) of the Decree provides that the entity may be exempted from liability resulting from the commission of the offences indicated, if the management body has, among other things adopted models of organisation, management and control suitable for preventing the offences considered and entrusted with the task of supervising the functioning of and compliance with the Model and ensuring that it is updated to a body of the entity with autonomous powers of initiative and control.
As advised by the Guide Lines of Confindustria, the body structure is seen as the best guarantee to allow itself to accomplish its own tasks.
A further feature of the SB is represented by the fact that its own members have a deep knowledge and simultaneously have an authority and independence such as to ensure the credibility and unavoidable of the SB and its functions.
The composition of the SB must therefore meet the following three requirements, which have been drawn up by the guidelines of the main trade associations and then confirmed by the jurisprudence as unavoidable for the purposes of effective and efficient implementation of the Model:
With regard to the composition of the Body (on which, in the absence of a more precise legislative definition, there is a changing succession of opinions and orientations among the commentators and in the trade associations themselves), Confindustria suggests a series of alternative solutions, indicating, among the preferable ones, a mixed composition between subjects internal and external to the company, which are in any case without operational powers. Gianni Versace considers that adhere to the above solution, which is appropriate to conjugate better the requirement of autonomy with the one of professionalism and competencies: a multi-person Body made by an internal professional and two externals.
The choice that concerns the two professionals, experts in subjects connected to the Decree no. 231/2001 and at the same time free for economics and professional constraints with the company, ensures the necessary competence and of course the independence requirement.
Each member of the Supervisory Board must be endowed with professionalism, honourableness, independence, functional autonomy and continuity of action, as well as the necessary competence to carry out the tasks entrusted by the Decree.
The Board of the Directors will be in charge of controlling the persistence of the requirements of the SB members. In order to allow the SB to do its functions, it has been provided that the SB can request the services of external consultants (i.e., lawyers specialized in criminal offences or consultancy companies regard specific issues) and also internal. Regarding the health and safety in the workplaces issues, the SB will have to use all the resources activated for the management of the related aspects.
12.2. The tasks and the powers of the Supervisory Board
The tasks assigned to the Supervisory Board are indicated within the article no. 6, subparagraph 1, letter b) of the Decree and are represented by the following expressions:
The SB does not have management or decisional powers related to the other corporate activities, and neither organisational, structuring changes or sanctioning powers.
In order to carry out the tasks assigned to it, the Supervisory Board is provided with all the powers of initiative and control over all the Company activities and personnel levels, and reports exclusively and directly to the Board of Directors, in order to accomplish effectively the duties provided by the Model. The SB adopts own rules of operating through the adoption of an own internal Regulation which is shared with the Board of Directors.
As a fulfilment of the institutional supervisory activities referred to point a), the Supervisory Body of Gianni Versace is responsible for carrying out the following more specific activities:
Regarding the fulfilment mentioned by letter b), the update of the Model is approved by the Board of the Directors, which has, according to article no. 6, subparagraph 1, letter a), the responsibility for its implementation.
The SB guarantees the update activities of the Model and performs the following activities:
In order to guarantee the maximum effectiveness to its action, the SB has free access, without the need for any prior authorization, to any Company’s document that the SB considers relevant and/or necessary for the performance of its functions.
The Supervisory Body determines its annual budget and submits it to the Board of Directors for approval, without prejudice in any case to the right to request the extension of the budget, for specific needs proposed from time to time, in order to always be in a position to perform its duties in full economic and managerial autonomy.
12.3. Appointment, Revocation and Withdrawal of Supervisory Body Members
The appointment of the Supervisory Body and the revocation of its mandate are a responsibility of the Board of Directors, which has the faculty to delegate the legal representatives of the company to provide for the necessary replacements in case of resignation of the Supervisory Body and reporting it to the same Board of Directors which will have to ratify the new appointment.
The members of the SB remain in office for three years from the date of their appointment and are always eligible for re-election. They are chosen from subjects with an ethical and professional profile of unquestionable value and must not be relationships with the members of the Board of Directors.
Company employees and external professionals can be appointed members of the Supervisory Body. These last must not have relations with the Company such as to integrate hypotheses of conflict of interest.
The fees of the members of the Supervisory Board, both internal and external to the Company, do not constitute hypotheses of conflict of interest.
It cannot be appointed as member of the SB and if appointed decays, the interdicted, the incapacitated, the bankrupt or who has been convicted, even with a sentence that is not yet final or issued pursuant to article no. 444 et seq. of the Code of Criminal Procedure (so called “plea deal”), to a penalty that implies an interdiction, even temporary, from the public offices or an inability to exercise managerial tasks, or has been convicted, even with a sentence that is not yet final or issued pursuant to article no. 444 et seq. of the Code of Criminal Procedure (so called, “plea deal”) for having committed one of the crimes indicated by the Decree no. 231/2001.
If a cause for revocation occurs in the course of the assignment, the member concerned has to inform immediately the other members of the SB and the Board of the Directors.
The eligibility requirements and / or the forfeiture hypotheses are also extended to the subjects who help the SB through its assignments, so that the SB, in carrying out its duties, will not be able to be helped by subjects who pay in the conditions of ineligibility and / or forfeiture mentioned above.
In addition to the loss of the eligibility requirements, the following causes constitutes further reasons of termination of the office:
The Chairman of the Supervisory Body, or another member in the event of cessation of the Chairman, must promptly notify to the Board of Directors that occurred of one of the aforementioned causes from which derives the need to replace a member of the SB and the Board of Administration will have to replace promptly the discontinued component.
In the event of renunciation, subsequent incapacity, death, revocation or forfeiture of the President of the SB, the oldest member takes over until the date on which a new resolution of the Board of Directors will appoint a new chairman.
The Board of Directors can revoke, through a board resolution, after hearing the opinion of the Board of Auditors, the members of the Body at any time but only for just cause.
Below, are mentioned the conditions that justify revocation for just cause:
If the revocation occurs without a just cause, the revoked member can request to be immediately reinstated in the office. Each member can withdraw from the assignment at any time with written notice of at least 30 days, to be communicated to the Board of the Directors by registered letter with return receipt.
12.4. The reporting activity of the Supervisory Body
In order to guarantee a fully autonomy and independence in accomplishing its functions, the SB has to communicate directly to the Board of Directors and to the Board of Auditors.
The SB reports to both the Board of Directors and Board of Auditors about the implementation of the Model and the results of the monitoring activities with the following methods:
The SB informs periodically also the CEO. Furthermore, the Board of Auditors can require in any moment to view the books of the SB.
After each meeting must be written a report and its copy will be kept by the SB and by the bodies involved.
The SB will coordinate with the other competent corporate functions for the different specific profiles and particularly, but not exclusively, with the Directions of HR, Finance, Administration & Control, Legal Affairs, Corporate, Internal Audit and Compliance of Gianni Versace.
The Board of Auditors, the Board of Directors and the CEO have the faculty to convene in any moment the SB and this one has the same faculty when urgent reasons arise.
12.5. Information flows to the Supervisory Body
The Decree no. 231/2001 indicates the requirements, the obligations and the information to the SB that the Model must satisfy.
The information flows concern the information and the documents that must be taken to the attention of the SB, according to the protocols and to the other dispositions, which define the Model.
All the corporate structures have an information obligation to the SB, according to the modes listed below:
The obligation is extended to the following information flows:
All employees, managers and all those who cooperate in the pursuit of the Company's purposes are required to inform the Supervisory Body, whenever the event occurs, in order to deal with any exception, violation or suspected violation of their knowledge:
For such purposes has been constitute a communication channel, which allows to the Company’s personnel to send each information they want to report remaining anonymous; such modality of reporting is meant to guarantee the anonymity in order to prevent those who report from retaliation conducts.
The SB results informed through specific notifications received by an E-mail box organismodivigilanza@versace.it from the Recipients, related to events that could generate liability of Gianni Versace, according to the Decree.
The following explanations are related to a general framework:
In addition to the reports relating to general violations described above, must be sent to the SB the information concerning:
The SB, during the activity of supervision arisen as consequence of the notification, will act in such way that the reporting employee will always be guaranteed to not be subject to retaliation, discrimination or penalizations, ensuring his or her anonymity and the respect of the law on the personal data, with an exception when Gianni Versace’s rights could be damaged. The Italian law establishes, in order to protect the reporting employee from the prohibited conducts mentioned above, the possibility to report the conduct to the National Inspectorate of Work, for the measures for which it is competent. The same right is given also to the Syndicate. Furthermore, the dismissal (seen as a retaliation) is invalid like also the changes of mansions, according to article no. 2103 of the Civil Code and each other measure of retaliation adopted against the reporting employee.
The members of the Supervisory Body must not report outside Gianni Versace’s perimeter the information acquired in the exercise of their functions, except for legal obligations.
All the information, both general and specific, must be sent in written form and addressed to the E-mail box of the Supervisory Body (organismodivigilanza@versace.it).
Each information and report provided by the Model is conserved by the SB in a specific IT achieve and or in a papery storage in compliance with the Legislative Decree no. 196/2003 as updated and integrated by the new European Regulation on the Protection of Personal Data (GDPR).
13.1. Whistleblowing
With Legislative Decree No. 24 of March 10, 2023, the Council of Ministers implemented Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, on "the protection of persons who report suspected violations of Union law and laying down provisions regarding the protection of persons who report breaches of national laws" (hereinafter also "Whistleblowing Decree"). This measure is aimed at the creation of a single discipline for the protection of whistleblowing, for the protection of both the public and private sectors, and involved, on the one hand, the repeal of: a) Article 54-bis of Legislative Decree No. 165 of March 30, 2001; b) Article 6, paragraphs 2-ter and 2-quater, of Legislative Decree No. 231 of June 8, 2001; c) Article 3 of Law No. 179 of November 30, 2017; and, on the other hand, the updating of paragraph 2-bis of the aforementioned Article 6. The provisions of the Decree in question apply to "private sector entities," which: (i) have employed, in the last year, an average of at least fifty subordinate workers with permanent or fixed-term employment contracts, or (ii) fall within the scope of application of Legislative Decree 231/2001 and have adopted organization and management models provided for therein, even if they do not exceed the average number of subordinate workers indicated above. Specifically, today's Article 6, paragraph 2-bis provides that, pursuant to the legislative decree implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, the Organization, Management and Control Models shall provide for:. - their own internal reporting channels, which guarantee, including through the use of encryption tools, the confidentiality of the identity of the reporting person, the person involved and the person in any case mentioned in the report, as well as the content of the report and the related documentation; - the prohibition of acts of retaliation, identified in any behavior, act or omission, even if only attempted or threats, made on account of the report, the report to the judicial or accounting authority or public disclosure and which causes or may cause the reporting person or the person who made the report, directly or indirectly, unfair damage ; a penalty system, adopted pursuant to paragraph 2 (e) below, against those who violate the measures for the protection of the whistleblower, as well as those who maliciously or grossly negligently make reports that turn out to be unwarranted. In disputes related to the disbursement of disciplinary sanctions, job demansions, dismissals, transfers, or subjecting the reporter to other organizational measures with negative effects on working conditions, it is up to the employer to prove that such measures were taken on the basis of reasons unrelated to the report (so-called "reversal of the burden of proof in favor of the reporter"). The Company in order to ensure the effectiveness of the whistleblowing system ensures the timely information of all employees and individuals who collaborate with the same with reference to the knowledge, understanding and dissemination of the objectives and the spirit in which the report must be made. In particular, the object of the reports should be violations of national or European Union regulatory provisions that damage the public interest or the integrity of the public administration or private entity, of which they have become aware in a public or private work context.However, the following will not be reportable: a) disputes, claims or demands related to an interest of a personal nature of the reporting person or the person making a complaint to the judicial or accounting authority that exclusively concerns his or her individual labor or public employment relationships, or inherent in his or her labor or public employment relationships with hierarchically subordinate figures; b) reports of violations where they are already mandatorily regulated by the European Union or national acts indicated in Part II of the Annex to this Decree or by national acts that constitute implementation of the European Union acts indicated in Part II of the Annex to Directive (EU) 2019/1937, although not indicated in Part II of the Annex to this Decree; c) alerts on breaches of national security, as well as procurement related to defense or national security aspects, unless such aspects are covered by relevant secondary legislation of the European Union. Reports must provide useful elements to enable the responsible parties to carry out due and appropriate checks and investigations (Article 6, paragraph 2-bis, Legislative Decree 231/2001).
13.2. The Whistleblowing procedure
The Company, in order to ensure the effectiveness of the Whistleblowing system, has adopted a specific Group procedure entitled "Whistleblower Policy - Procedures for Investigating Employee or Third Party Complaints" (hereinafter also, "Policy") for the management of reports made by employees and third parties, which makes employees aware of the existence of special communication channels that allow them to submit any reports, based on precise and agreed factual elements. With a view to fully implementing the regulations of the Whistleblowing Decree, the Company has, moreover, supplemented this Policy with the document entitled "European Union Addendum to the Whistleblowing Policy" (hereinafter also, the "Addendum"), in which all the provisions of Decree 24/2023 are declined and provided for in the individual "Country" subsections, in order to give adequate regulation to any ad hoc provisions, adopted locally, in the various legislations that have implemented the above-mentioned Directive.. The Policy adopted by the Company-including the Addendum and the "Country" sections-is aimed at regulating, encouraging, and protecting, anyone within their work context who, upon becoming aware of an offense and/or irregularity in the workplace, decides to report it. Taking into account the reference to "the work context," the regulatory protections provided for the whistleblower are aimed both at those who are linked to a subordinate employment relationship with the Company, as well as any other person who has any kind of collaborative relationship, who "performs his or her activities at entities in the private sector10.
‒ illicit conducts that integrate one or more types of crime from which could rise a liability for the entity, according to the Decree; ‒ conduct that, while not constituting any offence, was carried out in violation of rules of conduct, procedures, protocols or provisions contained within the company's regulatory documents; ‒ conducts that are not considered ethic or in violation of the Code of Ethics; ‒ conduct that is a breach under Article 2, Paragraph 1 (a) of Legislative Decree 24/2023 (ref. Note 14). The reports must provide useful elements to allow the persons in charge to carry out the necessary and appropriate verifications.
The reports can be send by using the hotline made available by the Company:
800-172-444 typing, when required, the following number: 855-224-4261
or
through the Group Ethics Point (https://secure.ethicspoint.com/domain/media/en/gui/52946/index.html).
In addition - again with the same confidentiality guarantees of the identity of the reporting person, the person involved and the person in any case mentioned in the report, as well as the content of the report and the related documentation - any reports may be received via the specially established e-mail address organismodivigilanza@versace.it (in the manner described in Section 12.5). The Company shall act in such a way as to guarantee whistleblowers against any form of retaliation or discriminatory behavior, direct or indirect, for reasons related, directly or indirectly, to the report.
13.3. Disciplinary measures against those who are the report addressees
For the purposes of the Whistleblowing provisions, please refer to the provisions of the Disciplinary System identified by the Company.
14.1. Preamble
In order to ensure widespread dissemination and effective knowledge of this Model and the Code of Ethics, Gianni Versace has the task of carrying out accurate communication and training to all Recipients, so as to increase their awareness of the requirements they must necessarily comply with and the possible consequences that may arise from the occurrence of unlawful conduct.
In order to an efficient implementation of the Model, it is a purpose of Gianni Versace to guarantee to all the Recipients of the Model a correct knowledge and the diffusion of the conduct rules contained. Al the personnel and the persons in a top position, consultants or business partners must have a fully knowledge about the purposes and transparency which the Model refers to and the modalities which the Company adopts to reach them.
A particular purpose is represented by the need to ensure an effective knowledge of the provisions of the Model and the reasons behind the effective implementation of resources whose activities have been identified at risk. Such provisions are directed to the current assets of Gianni Versace as also to the ones to be implemented.
14.2. Communication
The adoption of the Model (including also its updates) is communicated to all the working personnel at the date of its implementation. The communications are disposed through:
New employees are given an employee handbook indicating the link where to find the Code of Ethics, the Model and the different company procedures (some of which must be signed for acknowledgement through the Workday system), with which to ensure that they have the knowledge considered of primary importance. The above mentioned individuals, upon communication of this Model, undertake, in the performance of their duties pertaining to the areas relevant for the purposes of the Decree and in any other activity that may be carried out in the interest or to the advantage of the Company, to comply with the principles, rules and procedures contained herein. As far as Third Party Recipients are concerned, the head of the Legal Department and the head of the department to which the contract refers determine the methods of communication of the Model and the Code of Ethics, which is an integral part of it. In particular, in contracts entered into by the Company with Third Party Recipients, specific clauses are included that stipulate the obligation to comply with the Model and the Code of Ethics with application of the relevant sanctions in case of violation.
14.3. Education
In order to guarantee the spreading and an effectiveness knowledge of the Decree no. 231 and of the Model, Gianni Versace has the duty to implement an important educational training for its personnel.
The training activity is different for each category of employee since they are divided by addressees’ qualifications.
All training programs will have a minimum common content consisting of the illustration of the principles of Legislative Decree 231/2001, of the elements constituting the Model, of the singles types of offenses envisaged by the Legislative Decree no. 231/2001 and of the behaviors considered sensitive in relation to the execution of the aforementioned crimes.
In addition to this common matrix, each training program will be modulated, where necessary, in order to provide its users with appropriate tools for fully compliance with the provisions of the Decree in relation to the area of operation and the duties of the recipients of the program itself.
The training activity will be carried out with periodically deadlines and repeated in the occasion of mansion changes that have an impact on the behavior relevant for the Model and to the additions that modify the Model.
The participation to the training programs mentioned above is mandatory and the control about the frequency to the classes is monitored by the HR Direction which informs the SB.
The training education can be provided by courses kept in class or e-learning courses which content is updated simultaneously to the law.
The Model will be the purpose of the verification and monitoring activities of the effectiveness and efficacy of the Model that will be promoted on the basis of the supervision plan prepared by the SB and reported to the Corporate Bodies as specified above.
1 The article no. 64 of the Legislative Decree no. 231 of 21st November 2007 has abrogated the subparagraphs no. 5 and no. 6 of the article no. 10 of Law no. 146 of 16 March 2006, which had introduced within the Transnationals Offences the offence of money laundering (article no. 648-bis of the Italian Criminal Code) and the use of money, goods or benefits of illegal origin.
2 The fraud mentioned by the Decree not necessarily requires tricks for being recognized but implies that the violation of the Model has been determined bypassing the control system provided by the same Model in order to force its efficacy.
3 The Entity’s conformity to the certification systems does not establish presumption of conformity to the requirements of the Decree.
4 Every Entity established abroad with a head office or the corporate purpose in Italy is subject to the dispositions of the Decree.
5 It cannot be an amount over Euro 103.291,00.
6 In case of controversies related to the imposition of disciplinary sanctions, or to demotions, dismissals, transfers or submission of the reporting person to another organisational measure having negative effects, direct or indirect, on the working conditions, subsequent to the presentation of the report, it is responsibility of the employer to demonstrate that the measures imposed are based on reasons unrelated to the report itself.
7 Recording the "Provisions for the protection of the complainants of reports of crimes or irregularities of which they have become aware in the context of a public or private employment relationship," by which the Legislature, in an initial effort to standardize the provisions provided for the public sector, had introduced specific provisions for the entities recipients of Legislative Decree 231/2001 and inserted within Article 6 of Legislative Decree 231/2001 the three paragraphs bis), ter) and quater), two of which have been abolished to date and replaced by the new provision.
8 By way of example only, Article 17 lists a whole series of acts that may constitute "retaliation," namely: a) dismissal, suspension or equivalent measures; b) demotion in grade or non-promotion; c) change of duties, change of place of work, reduction of salary, change of working hours of work; d) suspension of training or any restriction of access to it; e) negative merit notes or negative references; f) the adoption of disciplinary measures or other sanction, including fines; g) coercion, intimidation, harassment or ostracism; (h) discrimination or otherwise unfavorable treatment; (i) failure to convert a fixed-term employment contract into an employment contract of indefinite duration, where the employee had a legitimate expectation of such conversion; (l) failure to renew or early termination of a fixed-term employment contract; (m) damage, including to the person's reputation, particularly on social media, or economic or financial harm, including loss of economic opportunities and loss of income; (n) placement on improper lists on the basis of a formal or informal sector or industry agreement, which may result in the person's inability to find employment in the sector or industry in the future; (o) the premature termination or cancellation of a contract for the provision of goods or services; (p) the cancellation of a license or permit; (q) a request to undergo psychiatric or medical examinations.
9 By violations, specifically are meant: conduct, acts or omissions that damage the public interest or integrity of the public administration or private entity and consist of: 1) administrative, accounting, civil or criminal offenses that do not fall under numbers 3), 4), 5) and 6); 2) illegal conduct relevant under Legislative Decree June 8, 2001, no. 231, or violations of the organization and management models provided for therein, which do not fall under numbers 3), 4), 5) and 6); 3) offenses that fall within the scope of application of European Union or national acts indicated in the annex to this decree or national acts that constitute implementation of European Union acts indicated in the annex to Directive (EU) 2019/1937, although not indicated in the annex to this decree, relating to the following sectors: Public procurement; financial services, products and markets and prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; radiation protection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; privacy and personal data protection and security of networks and information systems; 4) acts or omissions affecting the financial interests of the Union referred to in Article 325 of the Treaty on the Functioning of the European Union specified in relevant secondary legislation of the European Union; (5) acts or omissions affecting the internal market, as referred to in Article 26(2) of the Treaty on the Functioning of the European Union, including violations of the Union's competition and state support rules, as well as violations affecting the internal market related to acts that violate corporate tax rules or mechanisms whose purpose is to obtain a tax advantage that frustrates the object or purpose of the applicable corporate tax law; (6) acts or conduct that frustrates the object or purpose of the provisions of Union acts in the areas indicated in (3), (4) and (5).
10 That is: (i) self-employed workers or holders of a collaborative relationship; (ii) workers or the collaborators, who provide goods or services or perform works for third parties; (iii) self-employed professionals and the consultants; (iv) volunteers and trainees, paid and unpaid; (v) shareholders and persons with administrative, management, control, supervisory or representative functions, even if these functions are exercised on a purely de facto basis, who provide their services to the Company
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