A MODEL OF CORPORATE GOVERNANCE: a tool for the ethical approach.


The Organisation, Management and Control Model (the MOG) is a document that is part of the control infrastructure provided for by the Legislative Decree. 231/2001 and constitutes, if adequately monitored and applied, a circumstance exempting the legal person from liability in the commission of the predicate crimes provided for by the Decree.
The MOG inspires and guides, in its practical application, company employees and collaborators, providing clear lines of conduct, control schemes and measures to ensure, as far as possible, the prevention of the commission of crimes and corrupt practices.
The application of Model 231 also constitutes a guide for company suppliers, inviting them to observe “rules of conduct” in accordance with those concretely adopted by the company that adopts it, in order to inspire ethical conduct in carrying out related activities to the growth of the “business”.
The 231 Organizational Model is a dynamic tool, which affects company operations and which – in turn – must be constantly verified and updated in light of application feedback, as well as the evolution of the reference regulatory framework.
The structure of the Organizational Model231 adopted in MBS is summarized below:
the General Part, which describes the characteristics of the Model as a whole;
the Special Part, which describes the Sensitive Processes and Activities and the control measures aimed at managing the risk connected to the commission of the predicate crimes envisaged by the Decree;
The Code of Ethics, which represents the general principles of transparency, correctness and loyalty which inspire the company in conducting business;
The sanctioning and disciplinary system, which represents a necessary condition to guarantee the concrete application of the Model and the definition of a system of sanctions commensurate with the violation of the Protocols and/or further rules provided for by the Model or the Code of Ethics.
The sanctioning system is aimed at guaranteeing the good functioning of the organization and the regular carrying out of the business activity, in order to ensure compliance with the ethical and behavioral principles adopted by the Company and set out in the relevant Code of Ethics with which the company has adopted .
Furthermore, the following attachments are an integral part of the MBS Model 231:
• The map of activities at risk and preventive controls;
• The risk measurement table;
• Information flows to the Supervisory Body.

The Code of Ethics indicates the objectives and values ​​that inspire the business activity, with reference to the main stakeholders with whom MBS operates on a daily basis.
All those who work with the company are required to respect the principles and provisions contained in the Code itself.
The Code of Ethics, the guidelines and the “compliance” systems connected to it, including the monitoring and reporting of violations, have been analyzed and evaluated by an independent third party.

The MBS Supervisory Body is made up of a monocratic body which has the task of supervising the concrete application of the MOG.
He is also responsible for monitoring any illicit practices that do not comply with the Model adopted by the company. The SB carries out periodic monitoring of the concrete application of the Model, also evaluating any reports that may come from the “whistleblowing” system.
The Supervisory Body also takes care of the updating of Model 231, submitting to the Board of Directors any changes and/or additions that are necessary in light of regulatory or organizational changes or as a result of the concrete implementation of Model 231.
The current version of MBS Organizational Model 231 was adopted by the Company’s Board of Directors on November 21, 2022.

The company’s administrative body and the managers of the company’s organizational units are required to send, periodically, information on organizational changes and on issues that affect the management of the company as a whole, especially with regards to any updates to the management system. delegations, the updating of company procedures and those affecting the management of legal and corporate affairs. The flows to the Supervisory Body are included in Annex 4 to the company MOG and represent a guideline for the periodic updating of the information activities provided to the Supervisory Body.