SEA’s internal control and risk management system was recently organized, adopting the Enterprise Risk Management (ERM) Model as a reference, comprising regulations, procedures and an organizational structure aimed at monitoring:
- the efficiency and effectiveness of the business processes;
- the reliability of financial disclosure;
- compliance with law, regulations, the By-laws and internal procedures;
- the safeguarding of the company’s assets.
Organisation and management model as per Legislative Decree 231/01
In 2003, SEA adopted an "Organizational, Management and Control Model" in line with the provisions of Legislative Decree 231/2001, taking into account the Guidelines published by Confindustria for the proper and transparent conduct of business.
This Organizational and Management Model was modified to integrate the new offences introduced under Decree 231/2001 in June 2018, and summarises the actions undertaken by the company for compliance with this legislation, indicates the procedures adopted to prevent offences under the Decree, as well as to avoid the cases of administrative and criminal liability of legal persons envisaged therein.
The Supervisory Board, appointed by the Board of Directors and comprising 3 members at December 31, 2018 (two independent external members and the Auditing Manager), is responsible for overseeing the functioning of and compliance with the Model, ensuring it is up to date.
The Supervisory Board complies with the prerequisites of independence and autonomy, professionalism and continuity in its actions and is invested with the powers to initiate and to control, as well as availing of sufficient financial resources to carry out its actions. The company has set up a dedicated channel for employees, corporate boards and third parties to report unlawful conduct or situations, including anonymously, to the Supervisory Board - even if there is only a potential risk or offence (so-called "Whistleblowing"). This channel guarantees the confidentiality of the reporting party’s identity in accordance with Law 179 of 2017.
The components of SEA’s 231/2001 Model, which integrate the General Section and the Special Section, are:
- the Code of Conduct;
- risk mapping;
- the corporate organizational system;
- the corporate procedural system;
- the system of authority and signatory powers;
- the operating control system;
- the reward and sanction system;
- communication and employee training;
- the company IT system;
- the corporate governance system;
- the control activities.
The SEA Supervisory Board met 11 times in 2018; minutes were drawn up for each meeting. The SEA Organization and Management Model includes offences relating to occupational health and safety, the environment, the violation of human rights and associated preventive measures adopted by the company to prevent them, in addition to all the other offences envisaged by Legislative Decree 231/2001 and relative preventive protocols. The Group companies SEA Energia and SEA Prime also adopted their own Organization and Management Model pursuant to Legislative Decree No. 231/2001 and appointed their own Supervisory Board. The Supervisory Boards of SEA and its subsidiaries, SEA Energia and SEA Prime, perform audits, including through the Auditing Department, on the suitability and effectiveness of protocols adopted by the company to prevent such offences.
Code of Conduct and Ethics Committee
The Code of Conduct – also a component of the Organization, Management and Control Model as per Legislative Decree 231/2001 - is a self-regulation tool, first adopted in April 2000 and updated latterly in December 2018. The Code identifies the values and rules of conduct that SEA intends to embrace in its activities and which must be followed by the members of the corporate boards, employees and collaborators linked to SEA and its Group companies by employment contracts of any nature (including occasional or temporary), as well as other specific categories of stakeholders (particularly, suppliers and main trading partners), which are required to comply with certain rules of conduct set out in the Code of Conduct and formalized through specific provisions in the relevant contracts.
The Code of Conduct’s rules are an essential part of the contractual obligations of the company’s management, employees and collaborators. Therefore, conduct that is in violation of the rules constitutes an infringement of the diligence obligation required by the applicable National Collective Labour Agreement (CCNL). For other stakeholders, compliance with the provisions of the Code of Conduct is a prerequisite for establishing and/or continuing the relationship with SEA.
SEA has set up an Ethics Committee that is designated to ensure the Code of Conduct’s dissemination, compliance, correct interpretation and updating. The Committee is composed of a director representing the company’s Board of Directors (who assumes the Committee’s chairmanship) and the managers of the "Human Resources and Organization", "Legal and Corporate Affairs" and "Auditing" departments. The Ethics Committee met 3 times in 2018 to discuss the dissemination and implementation status of the Code of Conduct and to examine reports received.
The subsidiaries SEA Energia and SEA Prime have adopted their own Code of Conduct and have appointed as Ethics Committee the Parent Company’s Ethics Committee.
The dissemination and publication of the Organisation and Management Model, pursuant to Legislative Decree 231/2001, and the Code of Conduct continued in 2018 through the following initiatives:
- the publication of the Model’s General Section (XII Edition) on the company website;
- the publication of the Model’s General Section (XII Edition) and Special Section (IX edition) on the company intranet;
- the provision of the updated Model to employees (managers, employees and workers) in the “Communications” section of the "Online Payslip" available on the company intranet;
- the updating of information relating to the Model’s various components on the company intranet;
- the updating of information on Legislative Decree 231/2001, the Model and F.A.Q.’s on the company intranet;
- the provision of the Code of Conduct and the Organization and Management Model in the dedicated intranet section for newly-recruited employees.
In 2018, information and training on Legislative Decree 231/2001 and the SEA Model was structured as follows:
- continuation of e-learning for SEA employees, with module completion by administrative personnel. The training module also contains specific information on the prevention of corruption (conduct to be adopted/reports to be made) and includes a final test upon understanding; in 2018, the training process of SEA, SEA Energia and SEA Prime involved 38 employees who work in both airports and belong to the categories of managers, white-collars and blue-collars.
- training on the Decree and on the Organization and Management Model by an internal member of the Supervisory Board for 1 newly-appointed SEA executive.
In 2019, separate refresher training is programmed regarding Italian Legislative Decree 231/2001 and the Organizational Management Model for executives and other employees respectively.
SEA, aware of the adverse effects of corrupt practices on economic and social development within its operating scope, is committed to prevent and counteract the occurrence of offences in the performance of its activities. For SEA, the prevention of corrupt practices, in addition to being a legal obligation, represents one of the principles which marks how the company acts, also in view of the strategic importance of the sector in which it operates and the importance of the legal and social framework in which its business is rooted. The corruption prevention policy is expressed through a process which SEA has already adopted through:
- the Ethical system whose components - Ethical Vision, Diamond of Values and the Principles of Relationships with Stakeholders - have the nature of strategic policies and are designed to identify the decision-making values and principles which the company aspires to and undertakes to consistently preserve in pursuing its mission;
- the Code of Conduct that defines the principles and rules of conduct which must inspire the work of the company, its employees and collaborators, members of its corporate boards and, more generally, its stakeholders;
- the Organization and Management Model pursuant to Legislative Decree No. 231/2001 that also includes corruption offences.
SEA's Corruption Prevention Policy requires staff to adhere to the principles of transparency, clarity, correctness, integrity and fairness in the performance of their activities. In particular, behaviours and practices that may also only appear illegal or collusive, payments that may seem to be unlawful, attempts at bribery and favouritism, direct or indirect solicitation for personal and career advantages for oneself or for others and, more generally, acts that violate applicable laws and regulations in relationships and business relations, are prohibited.
SEA proposes to apply correctness, fairness, integrity, loyalty and professional rigor to operations, behaviours and the way of working both in internal relations and in relations with external parties, by giving the utmost attention to full compliance with the law, in addition to the observance of company procedures. A focus on ethics (transparency, loyalty and honesty in the behaviour toward external and internal parties) is an indispensable approach for credibility in SEA’s conduct toward shareholders/investors, customers and, more generally, the entire civil and economic context in which they operate, in order to transform the knowledge and appreciation of the values that widely inspire the company’s mode of operation into competitive advantage.
Those who work in the name and on behalf of SEA are aware that they are resorting to punishable offences, in the event of corrupt behaviour and violation of the Law on corruption – on the criminal level, the administrative level and the disciplinary level (in accordance with the provisions of the CCNL). SEA also requires its "Business Partners" to comply with applicable Laws, including Legislative Decree 231/2001, the Code of Conduct and the Organization and Management Model as per Legislative Decree 231/2001 - General Section, on the basis of clauses whose non-compliance will result in the contract’s rescission. SEA considers reporting as an effective tool to counteract corruption and encourages the reporting of suspected corruption through dedicated "whistleblowing" channels.
SEA guarantees that no employee shall be sanctioned, fired, demoted, suspended, or discriminated against for having refused to adopt unlawful conduct, even if such refusal were to result in adverse consequences for the Company’s business, or for having made a report in good faith of any alleged corruption or violation of the SEA Corruption Prevention Management System.
Anti-Corruption Management System
SEA, confirming its commitment to the prevention and combatting of illegal practices, has adopted a Management System for the Prevention of Corruption, approved by the Board of Directors on February 22, 2018, which integrates, through an organic framework, existing corruption prevention and combatting rules. SEA’s Management System for the Prevention of Corruption was certified on March 8, 2018 according to the UNI ISO 37001:2016 “Anti-bribery Management System” standard, an authoritative international standard in this area.
An analysis of company processes was carried out as part of the activities relating to SEA's Management System for the Prevention of Corruption and the 231/2001 Model of SEA and of the subsidiaries SEA Prime and SEA Energia, in order to identify the risks linked to corruption. 48 audits were also carried out (28 of which at SEA SpA, 11 at the subsidiary SEA Prime and 9 at the subsidiary SEA Energia) - which also focused on the auditing of processes with a potential risk of corruption and the suitability and effectiveness of associated procedures. No critical issues emerged.
In 2019, separate refresher training is programmed regarding anti-corruption measures for executives and other employees respectively, incorporating training originally scheduled for 2018.
Anti-Corruption Focal Point
With effect from January 31, 2014, the company identified an anti-corruption focal point in the person of the Legal & Corporate Affairs Director who is also a member of the Ethics Committee. The Anti-Corruption Coordinator also acts of behalf of the subsidiaries SEA Energia and SEA Prime.
The anti-corruption focal point deals with any communication on corruption, including toward third parties; the role, prerogatives and responsibilities are therefore not comparable with those provided for by applicable legislation in relation to the Anti-Corruption Manager (namely, the person in charge pursuant to Law 190/2012).
SEA has implemented an IT reporting platform, managed by an external provider, through which employees and third parties can make so-called whistleblowing reports, also anonymously, on, for example, alleged violations of law, of corporate procedures or regulations, of rules of professional conduct, of the principles of the Code of Conduct, of the Organizational Management Model, as per Legislative Decree 231/2001, or of the Corruption Prevention Management System. The IT platform can be accessed via the Corporate Governance section of the website www.seamilano.eu or via the corporate intranet. The platform guarantees the confidentiality of personal data and the contents of reports in accordance with law. The management of the reporting is governed by a specific company procedure.
Compliance with laws and regulations
Regulatory compliance is ensured by the various corporate functions within their sphere of competence, with the support of specialist assistance from the Legal and Corporate Affairs Department.
In 2018, no pending actions were registered in relation to competition and antitrust, nor were any significant penalties recorded for non-compliance with laws or regulations, or for defaulting on environmental and social obligations. Moreover, no corruption cases were confirmed during the year.