ORGANISATIONAL MODEL 231

Ethics and Governance

Organisation, Management and Control model

With the entry into force of Legislative Decree 231/2001 (hereinafter also referred to as the ‘Decree’), the ‘Regulation on the administrative liability of legal persons, companies and associations, including those without legal personality’ was introduced into the Italian legal system.

Legislative Decree No. 231, issued on 8 June 2001 in implementation of the delegation referred to in Article 11 of Law No. 300 of 29 September 2000, and entered into force on 4 July 2001, aimed to adapt the Italian legislation on the liability of legal persons in accordance with the relevant international conventions.

The function of these Regulations is to define the behavioural and procedural methods (self organisation) for the exercise of the functions of the Supervisory Board.

These Rules and Regulations were drafted by the Supervisory Board following the adoption of the Organisation, Management and Control Model by Energia Capitale ESCo and constitute a manifestation of its powers of self determination and the full exercise of its technical discretion.

Code of
Ethics

The Code of Ethics, in implementation within the company of the organisational model pursuant to Legislative Decree 231/2001, constitutes a fundamental and essential reference for all participants in company life. It expresses the principles and commitment that the company requires in carrying out its activities and the rules of conduct to be adopted in compliance with the law, with a view to legality, transparency, correctness, responsibility, protection and respect. This aspect derives from the conviction that pursuing ethics in the performance of the company’s activities constitutes an added value that guarantees its reliability and good reputation as further qualifying elements of its work.

The ethical principles set out in this Code of Ethics are relevant to the prevention of offences pursuant to Legislative Decree 231/2001, as amended, and constitute an essential element of the preventive control system.