Management and Control Organizational Models

Preparation of Management and Control Organizational Models, as required by Legislative Decree no. 231/01, to the end of exonerating “entities” from possible responsibility in cases of unlawful acts.

For the first time in Italian law, Legislative Decree 8 June 2001 no. 231 introduced regulations on the “responsibility of entities for administrative offenses relating to a criminal act.” This law applies to all collective entities (limited companies, partnerships, associations, consortia, temporary joint ventures, for-profit public entities, etc.) in cases of certain types of illegal conduct (for example, accounting fraud, fraud against the State or the European Union, fraud in cases of public subsidies, and serious and grievous bodily harm and wrongful death when these occur in violation of norms on worksite accident prevention and on workplace hygiene and safety). However, a business is exempt from administrative responsibility if it has adopted and effectively put into place a detailed internal control system before commission of the unlawful act. Such a system consists of the following elements:

  • preparation of Management and Control Organizational Models;

  • drafting of a code of conduct (so-called code of ethics);
  • creation of a Supervisory Body;
  • implementation of a disciplinary system that punishes violations of the control system.

Noikos Nike Research Institute Ltd. offers collaboration with businesses to create internal control systems. Our firm boasts many years of experience gained through performing such services at numerous large-scale companies (to date, over fifty), many of which are listed on the stock exchange.

The control system is designed according to specific company needs after conducting a detailed analysis of the field in which the “entity” operates, the internal procedures already in existence, and the system of allocating operational functions and responsibilities (proxies and delegations of functions), both for a single “entity” and for business groups. Models are implemented taking into account the ways unlawful acts could be committed: for this reason, criminal law experience is crucial.

In the case of multinational groups, the internal control system is studied to compare the specific legislation of the countries in which the group operates to the end of harmonizing company practices and allowing for control on the basis of uniform conduct guidelines. In this regard, Noikos Nike Research Institute Ltd. has already performed a comparative study between existing legislative norms in countries of Europe and beyond.
In addition, once the control system has been approved by the administrative body of the “entity”, Noikos Nike Research Institute Ltd. offers a monitoring and updating service which allows a business to adjust the system to changed organizational characteristics, legislative modifications or new developments in relevant case law.

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