CIR has adopted a traditional governance model, which complies with the guidelines of the Corporate Governance Code of Borsa Italiana.
Governance model
CIR adopts a traditional governance model, based on a clear distribution of roles and responsibilities among the corporate bodies, with the aim of ensuring effectiveness, transparency, and control in decision-making processes.
The system provides for the presence of three distinct bodies:
the Shareholders Meetings, the expression of the will of the shareholders;
the Board of Directors, responsible for the main managerial and strategic duties;
the Board of Statutory Auditors, tasked with monitoring compliance with the law and the bylaws, the adequacy of the organizational structure, and the proper functioning of the internal control system.
| id | label | cta | class | riga | ordinamento | collegamento |
| 1 | Shareholders meetings | /en/shareholders-meetings/ | 1 | 2 | 2 | |
| 2 | Board of Directors | /en/board-of-directors/ | white_org_card | 2 | 2 | 9 |
| 3 | Board of statutory auditors | /en/board-of-statutory-auditors/ | 2 | 1 | 4 | |
| 4 | Auditing firms | /en/auditing-firms/ | 2 | 3 | ||
| 5 | Appointments and remuneration committee | /en/appointments-and-remuneration-committee/ | white_org_card | 3 | 3 | 8 |
| 6 | Supervision body | /en/supervision-body/ | gray_org_card | 4 | 1 | 7 |
| 7 | Control, risk and sustainability committee | /en/control-risk-and-sustainability-committee/ | white_org_card | 4 | 3 | |
| 8 | Related parties transactions committee | /en/related-parties-transactions-committee/ | white_org_card | 5 | 3 | |
| 9 | CEO | /en/management/monica-mondardini/ | black_org_card | 6 | 2 |
Code of Ethics
CIR has adopted a Code of Ethics, which defines the fundamental principles to which all stakeholders must adhere: ethical-social responsibility, creation of sustainable value for shareholders, transparency in relations with stakeholders, strict compliance with current regulations and the principles of honesty, impartiality, fairness, integrity, and good faith.
The Code of Ethics is binding on directors, employees, collaborators, and all contractual counterparties, and also applies to all subsidiaries.
Compliance with its principles constitutes an essential condition for ensuring the integrity, reliability, and reputation of the Group, which are decisive factors for the lasting development of our activities.
Model 231
CIR has adopted an Model of Organization, Management and Control, prepared pursuant to Legislative Decree 231/2001, aimed at preventing crimes relevant to the administrative liability of companies. Model 231 is periodically updated, and the current version was approved by the Board of Directors on July 31, 2023.
The Model, of which the Code of Ethics is an integral part, is structured into a General Section and five Special Sections, dedicated to the mapping of risks and relevant offenses, as well as to the organizational and procedural measures adopted for their prevention.
It is an essential tool for all employees and collaborators, designed to ensure behavior in compliance with the law and with the principles of internal control.
Whistleblowing system
CIR has adopted a whistleblowing system in compliance with current legislation, regulated within its Organizational, Management and Control Model.
The system allows employees, collaborators, and third parties to report unlawful conduct or irregularities, in compliance with the principles of confidentiality and protection of the reporting person, with an absolute prohibition of retaliation. Safeguards are also provided for the person reported.
Reports can be sent to the email address segnalazioni.cirodv@legalmail.it
Reports are received by the Supervision body, which assesses their validity and, if necessary, forwards them to the competent parties for appropriate investigation.
Related-Party Transactions Procedure
The procedure for related-party transactions, updated in 2021, governs the way in which CIR manages relations with related parties, ensuring transparency and fairness in transactions. The procedure defines the criteria for the identification of related parties, the classification of transactions, and the approval procedures, in accordance with applicable regulations and best practices.
The Related-Party Transactions Committee, composed exclusively of independent directors, coincides in its composition with the Control, Risk and Sustainability Committee. The Board of Directors periodically assesses the need to update the procedure in relation to regulatory changes, evolving practice, and changes in the ownership structure.
