The Bylaws of Arnoldo Mondadori Editore S.p.A. define the key characteristics of the Company and outline the main rules for its organisation and operation.
The original text dating back to the establishment of the Company was subsequently amended, by resolution of the Extraordinary Shareholders’ Meeting or the Board of Directors, in order to adapt it to the changing corporate, market or regulatory conditions. The last amendment was in April 2017.
Organisation, management and control model
As part of the existing control system, the Board of Directors of Arnoldo Mondadori Editore S.p.A. has adopted an Organisation, management and control model in accordance with Italian Legislative Decree no. 231 of 8 June 2001 and subsequent amendments. The decree introduced into Italian law the principle of administrative responsibility of individuals, companies and associations, including those that are not legal persons. Mondadori constantly adapts its model to changes in the relative regulations, with the last update of the model dating back to 5 November 2015.
By adopting the organisational model, the Company achieved its objective of equipping itself with a system of protocols and principles of proper conduct that meet the decree’s aims and requirements. The model exists alongside the company’s system for attributing tasks and delegating powers and other organisational and internal control procedures. It meets the decree’s requirements both in terms of preventing crimes and administrative malfeasance as well as ensuring the organisational model is implemented and fines are imposed when necessary.
The objectives of the organisational model include that of developing awareness by recipients (employees, collaborators, suppliers, consultants and third parties in general) who work with processes subject to the risk of crime that would involve sanctions against themselves or against Mondadori.
In order to increasingly disseminate knowledge of the model with respect to collaborators, suppliers, consultants and third parties in general who work for Arnoldo Mondadori Editore S.p.A., guidelines have drawn up to implement the protocols and with which all individuals working with and for the Company must comply.
Procedures for transactions with related parties
On 25 November 2010, the Board of Directors adopted the procedures contained in the attached document on transactions with related parties, in accordance with Art. 4 of Consob Regulation no. 17221/2010 and subsequent amendments, and following approval by the Committee consisting entirely of independent directors.