ORGANISATION, MANAGEMENT, CONTROL AND ANTI-CORRUPTION MODEL

pursuant to Italian Legislative Decree 231/2001 and Law 190/2012 (as amended)
Renexia S.p.A. executes management and control of the Company in a sound and transparent manner in compliance with national and international legal provisions, especially in accordance with:

• the requirements of Legislative Decree 231/2001 on the “Administrative liability of legal persons”;
• the principles of Law 190/2012 containing the “Provisions for the prevention and repression of corruption and illegality in public administration”.

Decree 231 provides for the “administrative” (in fact criminal) liability of legal persons, arising from the commission or attempted commission of certain offences in the interest or to the advantage of the companies themselves. Such a responsibility is in addition to the criminal liability of the individual who has committed the criminal offence.

Conversely, Law 190 provides for the adoption of measures, tools and models so that the Company complies with ethical standards and acts in full compliance with international regulations on the prevention of corruption in all its forms, direct and indirect, as well as integrity, transparency and fairness in the performance of the Company’s work activities.

The two acts converge on sensitive areas of controls to be applied to offences concerning corruption, hence the need to consolidate the requirements of Decree 231 and anti-corruption profiles in a single Model: an unambiguous tool through which the Company confirms its alignment with these principles.

Furthermore, the Company, as a corollary to the Governance and Internal Control System, and for the purposes of its related regulation, adopts its own Code of Ethics (aligned with the Code of the Parent Company Toto Holding S.p.A.), which is integrated with this Model and together ensures efficiency and transparency in the management of processes as well as effectiveness in control activities. The Code adopted by Renexia S.p.A. establishes basic ethical values by which the Company is inspired in the pursuit of its objectives, and which it requires corporate bodies, employees and third parties to comply with, also for the purpose of preventing corruption.