The Articles of Association define the governance and control model adopted and lay down the fundamental guidelines for the composition, division of powers and relations between company bodies. The Articles of Association, which may be amended by resolution of an Extraordinary Shareholders' Meeting, also describe the rights of shareholders and how these rights may be exercised. However, the Board of Directors may pass resolutions on amendments intended to achieve compliance with laws and regulations.
The Code of Ethics is among the corporate social responsibility tools used to implement best practices, serving as a reference document and guide to those who work at Estra. The Code of Ethics identifies a series of principles and values that Estra embraces and that are integrated into its Organisational, Management and Control Model. Estra asks all those with whom it has dealings with — regardless of the length of such relationships — to act in full accordance with the guiding principles it has adopted.
In compliance with the regulations set out in Legislative Decree 231/2001, in 2010 the Estra Group adopted an Organisational, Management and Control Model, which serves as a management tool for establishing a company prevention and control system to prevent the commission of the offences provided for in the Decree. More specifically, to date the companies of the Estra Group that have adopted this Model are: Estra, Estra Energie, Centria, Estra Elettricità, Gergas, Prometeo, Solgenera, Estra Clima and Estracom.
Companies within the reporting scope that have not adopted a Management Model are either recent acquisitions (Piceno Gas Vendita and Gas Tronto) or have few or no employees (Eta3, Cavriglia, Tegolaia).
In structural terms, the Model consists of an organic system of ex-ante and ex-post control procedures and activities, the configuration of which has been based on:
• the requirements indicated in Legislative Decree 231/2001 and the related accompanying report;
• Utilitalia and Confindustria guidelines;
• the Position Papers of the Italian Association of Internal Auditors (AIIA) and the primary legal guidance on the matter.