SEA’s internal control system comprises of regulations, procedures, and 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.
Particular attention is reserved in addition to the Organizational and Management Model as per Legislative Decree 231/2001 adopted.
Organization 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 the Decree of September 2017, and incorporates the principles adopted, in addition to the work carried out by SEA, to prevent offences under Legislative Decree 231/2001, as well as to avoid cases of administrative and penal criminal responsibility of natural persons under this Decree.
The Supervisory Board is allocated the role of overseeing the function and compliance with the Model, ensuring it is up to date. It is appointed by the Board of Directors and comprises 4 members (a Non-executive Director, two independent external members and the Auditing Manager).
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. It provides periodic information flows for the Board of Directors on the effectiveness, suitability and continuation of the Model.
With the aim of supervising the implementation of the Model a dedicated "whistle-blower" mechanism was set up for employees, the corporate boards and third parties to report - anonymously if necessary - illicit behaviors or scenarios to the Supervisory Board, even where there is simply a potential risk of carrying out illicit actions.
The components of the SEA’s 231/2001 Model 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.
SEA Supervisory Board met 9 times in 2017; minutes were drawn up for each meeting. SEA’s Organization and Management Model includes offences relating to occupational health and safety, the environment, the violation of human rights and associated preventive measures taken by the company.
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 prevention protocols adopted by the company to prevent such offences.
Code of Conduct and Ethics Committee
The Code of Conduct – 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. 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 Labor 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 4 times in 2017 to discuss the dissemination and implementation status of the Code of Conduct and to examine reports received.
The dissemination and publication of the Organization and Management Model, pursuant to Legislative Decree 231/2001, and the Code of Conduct continued in 2017 through the following initiatives:
- the publication of the Model’s General Section (XI Edition) on the company website;
- the publication of the Model’s General Section (XI Edition) and Special Section (VIII 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 2017, information and training on Legislative Decree 231/2001 and the SEA Model was structured as follows15:
- continuation of training by e-learning for SEA employees, which 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 the 2015-2017 three-year period, SEA’s training process, which began in 2014, involved 2,060 employees who work in both airports and belong to the categories of managers, white-collars and blue-collars (687 in 2015, 1,056 in 2016 and 317 in 2017);
- training on the Decree and on the Organization and Management Model by an internal member of the Supervisory Board for 5 newly-appointed SEA executives and for staff who cover roles that are considered sensitive for the Model’s implementation;
- information on the Model and on Legislative Decree. 231/2001 in compulsory courses (issue/renewal of the Airport pass and training on occupational health and safety in compliance with Legislative Decree 81/08).
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 231/2001 that also includes corruption offences.
In the performance of their activities, SEA staff adheres to the principles of transparency, clarity, correctness, integrity and fairness.
In particular, behaviors and practices that may also only appear illegal or collusive, payments that may seem to be unlawful, attempts at bribery and favoritism, 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, behaviors 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 behavior 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 behavior 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.
Anti-Corruption Management System
An analysis of company processes was carried out as part of the activities relating to the 231/01 Model in order to identify the risks linked to corruption. 34 audits were also carried out (19 of which at SEA SpA, 9 at the subsidiary SEA Prime and 6 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.
The certification process for the “Management System for the Prevention of Corruption” in accordance with UNI ISO 37001:2016 “Antibribery Management Systems” commenced in 2017. This is part of the integration and compendium of prevention tools already implemented under the Model of Legislative Decree 231/01, in line with the principle of "zero tolerance" toward corruption.
The implementation of a specific anti-corruption training activity is planned for all SEA executives in the first half of 2018 under SEA’s "Management System for the Prevention of Corruption".
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 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).
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 2017, 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.
15 Note: The training information presented here refers only to SEA.