Design of organisation and management models (Legislative Decree 231/01)

We tailor the organisation and management model to your needs, enabling you to eliminate situations of risk

Legislative Decree 231/2001 introduced the administrative liability of entities into our legal system, i.e. the principle that companies can be held liable and, consequently, subject to pecuniary or prohibitory sanctions, receivership, confiscation of the profit of the offence, and publication of the conviction, in relation to certain offences - so-called predicate offences - committed or attempted, in their interest or to their advantage, by their directors or employees. The predicate offences relate to the area of economic and financial management of the company, but also to that of safety at work and environmental protection.

Companies, in order not to incur the sanctions provided for in the event of their administrative liability being ascertained, must prove that they have effectively adopted organisation, management and control models suitable for preventing the offences provided for in that legislation.

Main Activities:

System design - The implementation of an Organisation and Management Model (MOG) is not mandatory, but only voluntary. The provisions set out in Legislative Decree 231/01 apply to entities with legal personality, hence to all companies. The organisational model consists of a set of protocols that create a preventive risk management system.

Given the variety of company activities, it is not possible to use a generic model, valid indiscriminately for all companies. Therefore, it is necessary to design a model structured on the basis of the specificities of each company, taking into account activities, production processes, and resulting risks.

In order for the model to be effective and compliant with the regulations, certain design steps must be correctly prepared, in particular:

Risk mapping and analysis - Preventing risks means identifying the ways in which conduct occurs that may expose oneself to liability, the activities most exposed to risk, and the seriousness of potential offences. This can be done by covering business processes and related activities.

Design of the Organisation and Management Model - This consists of formalising the model that must ensure all regulatory compliance with respect to:

risk assessment activities and the preparation of the resulting prevention and protection measures;
activities of an organisational nature, such as emergencies and first aid;
procurement management;
regular safety meetings, consultation of workers' safety representatives;
health surveillance activities;
information and training activities for workers;
activities about compliance with procedures and work instructions;
the acquisition of documents and certifications required by law;

The organisational and management model must also provide for systems to record the performance of the above activities.

In the organisational model, an articulation of functions must also be defined to ensure the technical competences and powers necessary for the verification, assessment, management and control of the risk, as well as a disciplinary system suitable for sanctioning non-compliance with the measures indicated in the model.

Preparation of the code of ethics – Explicitly lays down a set of rules of conduct and principles that must inspire the actions of the personnel involved in the company. The formalisation of these provisions eliminates ambiguities and defines the ways in which corporate values are to be pursued and respected. The code is not only addressed to individuals, but must also represent the company as a collective.

Establishment of company protocols that comply with the law - All procedures and activities must harmonise with current legislation (e.g. national, regional and EU legislation, but also the workers' statute, civil code, CCNL,). Provisions must not only be compliant, but must also be applied effectively.

Staff training and information - All employees of the company must be informed of the existence of the Organisational Model and receive adequate training on the code of ethics and the risks associated with their specific activity, as well as on the activity of the Supervisory Board (SB), which has the task of controlling and monitoring compliance with the provisions contained in the OMC and must ensure that it is updated, where necessary.

SIGE offers management consulting on the design and implementation of Organisation and Management Models to companies that wish to do so: a choice that offers exemption from liability under Legislative Decree 231/2001. The Model requires, as we have seen, elements of consultancy, regulatory support and training on models based on the Decree. SIGE assists the company in guiding it along the path necessary for full implementation.

What we offer

SIGE's commitment is to support clients in designing an organisational, management and control model that, by reflecting specific attributes of the business to which it applies, aims to be effective in reducing administrative liability and the application of any consequent sanctions.

Normative references:

* Legislative Decree 231 of 2001

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