Internal control system
SEA has an internal control system consisting of rules, procedures and organizational structure to monitor:
- efficiency and effectiveness of corporate processes;
- reliability of the financial disclosure;
- compliance with laws, regulations, Bylaws and internal procedures;
- safeguarding of the company’s assets.
Particular attention is also given to the Organization and Management Model as per Italian Legislative Decree 231/01.
Organization and management model as per Legislative Decree 231/01
In 2003, SEA adopted an "Organization, Management and Control Model" in line with the provisions of Italian Legislative Decree 231/2001, taking into account the Guidelines published by Confindustria to ensure fairness and transparency in conducting corporate business.
The Model of Organization and Management, which has been amended and supplemented with the offences introduced in the Decree in September 2016, sets out the principles adopted and the activities carried out by SEA to prevent offences under Italian Legislative Decree 231/2001 and to avoid incurring in administrative and criminal liability of the legal persons set forth in the decree.
The effectivity and adequacy of the Model is ensured by the Supervisory Body appointed by the Board of Directors and composed of four members (one Board member without operating duties, two external independent members and the Auditing Manager).
The Supervisory Body has independent powers of initiative and control, professionalism and continuity, in addition to independent spending powers. The Supervisory Body prepares periodic information flows for the Board of Directors on the effectiveness, adequacy and maintenance of the Model.
To monitor the implementation of the Model, a special channel has been set up for reports, including anonymous ones, from employees, corporate bodies and third parties regarding illegal conduct or situations posing the potential risk of committing illegal conduct to the Supervisory Body (so-called "Whistleblowing"). The following are an integral part of SEA's Model 231:
- Code of Conduct;
- risk mapping;
- company's organizational system;
- company's procedural system;
- system of authorization and signatory powers;
- management control system;
- reward system and the penalty mechanisms;
- personnel training and communication;
- company's information system;
- company's governance system;
- control activities in general.
In 2016, the SEA Supervisory Body met eight times. The minutes of each meeting were drawn up.
Code of Conduct and Ethics Committee
The Code of Conduct is an integral part of Self Organization, Management and Control Model under Italian Legislative Decree 231/2001. It is a governance tool first adopted in April 2000, identifying values and codes of conduct informing SEA's activities. The members of SEA corporate bodies, its employees, and any associates linked to SEA and to the SEA Group companies must comply with contractual employment relationships (including occasional or temporary ones). Other specific categories of stakeholders (in particular suppliers and major trading partners) are also required to comply with specific conduct rules of the Code of Conduct and formalized in the relevant contracts.
In conducting its business, SEA and the Group companies follow the principles of maximum transparency, clarity, correctness, integrity and fairness.
The Code of Conduct Rules make an essential part of contractual obligations of Company's management, employees and associates. Therefore, any conduct disregarding its rules constitutes a breach of the obligation of diligence set forth by the current CCNL National Collective Bargaining Agreement.
For other stakeholders, compliance with the Code of Conduct is an essential prerequisite for establishing and/or continuing the relationship with SEA.
SEA has set up an Ethics Committee to ensure the dissemination, observance, correct interpretation and updating of the Code of Conduct, consisting of a director representing the Company's Board of Directors (who chairs the committee) and the corporate Heads of "Human Resources and Organization", "Legal and Corporate Affairs" and "Auditing". In 2016, the Ethics Committee met four times, addressing the state of dissemination and implementation of the Code of Conduct and reviewing the received reports concerning alleged violations of the Code.
The dissemination of the Organization and Management Model as per Italia Legislative Decree 231/01 and the Code of Conduct continued in 2016 with the following initiatives:
- updating the disclosure about the various components of the Model in the corporate intranet;
- updating the disclosure on Italian Legislative Decree 231/01 and on the Model, and the FAQ in the corporate intranet;
- publishing the Code of Conduct on the corporate intranet and the website;
- making available the Code of Conduct and the Organization and Management Model to newly recruited employees in the dedicated intranet section.
The information and training on Italian Legislative Decree 231/01 and the SEA Model was implemented in 2016 with the following actions:
- continuation of e-learning training for SEA employees (managers, white-collars and blue-collars);
- training on the Decree and the Model of Organization and Management for Executives and staff with sensitive roles concerning the implementation of the Model;
- information on the Model and on Italian Legislative Decree 231/01 in compulsory courses (issue/renewal of airport badge, training on occupational health and safety in compliance with Italian Legislative Decree 81/08).
In compliance with the so-called "Anti-Corruption Law", on January 31, 2014 SEA identified its Anti-Corruption Representative in the person of the Legal & Corporate Affairs Director, who is also a member of the Ethics Committee.
The Anti-Corruption Representative is solely responsible for dealing with anti-corruption communications, as defined in Italian Law 190/2012, also towards third parties. The role, the prerogatives and the responsibilities of the Anti-Corruption Representative are therefore not comparable to those assigned by applicable law to the anti-corruption manager (i.e. the Manager under Italian Law 190/2012).