Governance

Statute

The Statute of InfoCamere voted by the Extraordinary Meeting of Shareholders is made up of a total of 33 articles, subdivided as follows:

  1. Name, headquarters, duration and object
  2. Partnership capital and partners of the company
  3. Meeting of Shareholders, Board of Directors, Comparable Control
  4. Legal auditing of accounts, manager in charge of preparing the corporate accounting documents and Board of Auditors
  5. Financial statement
  6. Withdrawal and exclusion of partners
  7. Dissolution of the company
  8. Controversies
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Control and risk management system

infografica_governance
The Internal Control System (SCI) is the series of rules, procedures and organisational structures aimed to allow the identification, measurement, management and monitoring of the main corporate risks; it develops over 3 lines of defence and is sub-divided into specific areas, for each of which a Manager/Risk Owner is identified. The responsibility for the third level of control is assigned to the Internal Audit structure, under the direct responsibility of the Board of Directors. In particular, the SCI and Risk Management (GR) help ensure implementation of the corporate strategies, the effectiveness and efficiency of corporate processes, safeguarding of the corporate wealth, the reliability and integrity of accounting and management information and the compliance of operations with the rules to which the Company is subject. The SCI and GR, therefore, play a central role in the Company organisation, contributing to the adoption of informed decisions that are in line with the propensity for risk, as well as distributing proper knowledge of risks, legal requirements and corporate values.

Corporate, control and supervisory bodies

The Meeting of Shareholders represents the totality of shareholders and carries out the tasks foreseen by law and by the Statute. In particular, the Statute sets down as being the task of the Meeting of Shareholders: (i) determination of the company's strategic directions and approval of the annual plan of actions and the budget for the following year; (ii) approval of the compulsory contributions to be made by shareholders; (iii) the purchase, sale and exchange of real estate and (iv) the acquisition and sale of holdings in companies. The Statute also establishes the rules under which the Meeting of Shareholders operates, with particular reference to the methods used to call it, how the meetings take place and the relevant quorum and quorum for passing motions. The Meeting of Shareholders performs comparable control through the Strategic Control Committee and the Technical Body.

The Board of Directors, which is nominated by the Meeting of Shareholders, is responsible for operational running of the Company. The Board works to implement the corporate object in compliance with the resolutions passed by the Meeting of Shareholders and within the limits of the powers assigned it by Law and by the Statute. In particular, the Board nominates the General Manager and the Company managers and determines their powers.

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The partners exercise comparable control through: i) the Strategic Control Committee, with the function of supervising and controlling corporate strategic directions; ii) the Technical Body, with the function of analysing and verifying the coherence of corporate technical and operational management choices with the needs of partners.

The Board of Auditors, which is nominated by the Meeting of Shareholders, carries out the auditing and control activities foreseen by Law and is made up of three full members and two assistant members. The auditors remain in office for three financial years and can be re-elected. In carrying out its tasks the Board of Auditors oversees compliance with law and with the Statute, respect for the principles of proper administration, the adequacy of the organisational, administrative and accounting structure and its actual operation.

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The task of external auditing is assigned, for the duration foreseen by Law, based on a resolution passed by the Meeting of Shareholders, following a reasoned proposal by the Board of Auditors, to an auditing company registered in the relevant list. Pursuant to Legislative Decree 39/2010, in the resolution passed on 22 June 2022 , the Meeting of Shareholders of the Company assigned the position of external auditors for the Company for the financial years 2022, 2023 and 2024 to BDO Italia S.p.A.

Nominated by the Board of Directors, it is made up of three members. It has independent power to take initiatives and control, with the task of supervising operations and compliance with the Organisation and Control Model and ensuring it is updated in compliance with the legal requirements on the administrative liability of businesses (pursuant to legislative decree 231/01).

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Nominated by the Board of Directors, he works to fulfil the requirements of Law 190/2012 and subsequent modifications and additions and of the ANAC Guidelines.

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Nominated by the Board of Directors, subject to the compulsory opinion of the Board of Auditors, for a period not less than the period in office of the Board of Directors itself, he provides for adequate administrative and accounting procedures to draw up the financial statements.

Ethics code

The Ethics cods is approved by the Company Board of Directors and identifies the series of values, principles, rights and duties as well as the codes of behaviour and responsibilities that permeate the Company’s organisation. The set of ethical principles and values expressed in the Ethics code (legality, moral integrity, transparency and impartiality, enhancement of human resources and respect for individual liberty, community and environmental responsibilities) must be the inspiration for the actions of everybody working at the Company, taking into account the importance of the roles, the complexity of the functions and responsibilities assigned them to pursue the corporate aims. The Code is to be seen as an integrated document that is a reference for the Organisation, management and control model pursuant to Legislative Decree 231/01 that comprises the additional anti-corruption measures adopted pursuant to Law 190/2012 and subsequent modifications and additions.

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Organisation, Management and Control Model Modello di organizzazione

Organisation, management and control model pursuant to Legislative Decree 231/01, prevention of corruption and transparency

Since 2009, the Company has adopted an Organisation, management and control model with the aim of setting up a structured and organic system of guidelines, rules, operating procedures and other specific aids that is reasonably suitable to identify and prevent any actions of significance pursuant to Legislative Decree 231/2001 and subsequent amendments and additions carried out by the Company itself or by those responsible for its management and/or supervision. In compliance with the provisions of ANAC Resolution No. 1134 dated 8.11.2017 containing the “New guidelines for implementation of anti-corruption and transparency regulations by companies and private law bodies controlled by and associated with public administrations and economic public bodies” the Model is integrated with suitable measures to prevent corruption and illegality phenomena, in line with the aims of Law No. 190/2012.

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