Governance system

Our group has adopted a traditional model of governance which respects the guidelines of the Self-regulation prepared by the committee for corporate governance of Italian stock exchange.

Governance model

Our model of governance, given CIR’s nature as a holding, aims to ensure transparency in decision-making processes and establish effective checks through the implementation of suitable procedures. 

Ours is a traditional model of governance, consisting of the Shareholders Meetings, which expresses the will of shareholders, the Board of Directors, which carries out the primary role in decision-making processes, and the Board of Statutory Auditors, which has a role of supervision and control.

The merger between CIR and its controlling company COFIDE, with effect from February 19, 2020, permitted a simplification of the group structure and improvement of its governance. The merger shortened the chain of command with regard to the operational companies, in line with the best international practices, the market’s expectations and those of regulatory authorities.

idlabelctaclassrigaordinamentocollegamento
1Shareholders meetings /en/shareholders-meetings/122
2BoD /en/board-of-directors/white_org_card229
3Board of statutory auditors /en/board-of-statutory-auditors/214
4Auditing firms/en/auditing-firms/23
5Appointments and remuneration committee/en/appointments-and-remuneration-committee/white_org_card338
6Supervision body/en/supervision-body/gray_org_card417
7Control, risk and sustainability committee/en/control-risk-and-sustainability-committee/white_org_card43
8Related parties transactions committee/en/related-parties-transactions-committee/white_org_card53
9CEO/en/management/monica-mondardini/black_org_card62

Our ethics in conducting business

CIR has drafted a Code of Ethics that clearly defines the values to keep to when pursuing business goals.

The code lays out a series of principles: the importance of ethical-social responsibility in conducting our activities; the creation of value that is sustainable and long lasting for shareholders; the establishment and development of relationships of reciprocal trust with stakeholders, pursuing company goals through the search for solutions that are the best for all parties involved; respect for the law and the principles of honesty, impartiality, loyalty, transparency and good faith. 

The Code of Ethics applies to all subsidiaries and the rules it contains are binding for directors, employees and all those who work with the group on a contractual basis.

The strict observance of the Code is essential for the group’s proper functioning, trustworthiness, reputation and image, and fundamental to the success and development of our activities.

Modello 231

We have established a Model of Organization, Management and Control, drafted in compliance with Decreto Legislativo 231/2001 (legislative decree) on the responsible administration of companies, which is periodically updated. The last change was adopted by the Board of Directors on 20 October 2018.

The 231 Model, of which the Code of Ethics is an integral part, consists of a general part and five “Special Parts”, the goal of which is to illustrate the crimes related to the Decree and believed to be material for the company, and the processes and principles designed to prevent the risk that they are committed.

The Model represents a necessary guide for all group employees and associates because it supplies clear rules of conduct and frameworks of control. 

The whistleblowing system

We have adopted a system of whistleblowing, in compliance with the requirements of the law and regulations, in the “Special Part” of our Organizational Model. Our employees and third parties can signal any illegal behavior of which they become aware in the course of their work. Our system guarantees that the identity of the person making the report remains confidential and prohibits any act of retaliation or discrimination against them, while the person making the report will also be protected through ad hoc measures.

Reports should be sent to this email address: segnalazioni.cirodv@legalmail.it

Each report goes to the Supervision body which evaluates its validity and transmits it to the relevant subjects. 

The Procedure for Related Parties Transactions

Adopted in 2010, the procedure for operations with related parties aims to establish the principles of behavior that the company must adopt to guarantee the correct management of these operations. In particular, the Procedure sets out the criteria and methods for the identification of the company’s related parties, dictates the principles for the identification of operations with related parties and regulates the procedures with which to carry them out.

The Board of Directors periodically evaluates whether the Procedure needs to be modified or added to, also in light of possible variations to the law.

The Committee for the Related Parties Transactions consists solely of independent directors and its composition matches that of the Committee for Control, Risk and Sustainability.