Organizational Model and Code of Ethics

The Board of Directors of OverIT S.p.A., as parent company of OverIT International Inc. (hereinafter also referred to as the “Company”) has launched a compliance project aimed at enhancing its governance by introducing a risk prevention and management system inspired both by the provisions of Italian Legislative Decree no. 231/2001 and by the best practices and recommendations resulting therefrom.

Firmly believing in the importance of consistently raising the Company’s ethical standards, culture of transparency and integrity, OverIT S.p.A. has adopted a Code of Ethics that contains the statement of ethical principles, values and rules of conduct that all stakeholders are required to comply with,  since also being an integral part of the 231 Model.

The project has seen its conclusion on 22nd December, 2022 with the adoption of the document Model of Organisation, Management and Control pursuant to Legislative Decree no. 231/2001 (“Model 231”) and the related Code of Ethics, which may be found at the following link:

OverIT Code of Ethics
Download

In addition, a Supervisory Board – with autonomous powers of initiative and control – has been appointed. The Supervisory Board is responsible for ensuring that the Model 231 is compliant with, is updated and is entrusted with the following tasks:

  • monitoring the effectiveness of the Model 231 (checking the compliance of the conduct of a natural person with the model);
  • assessing the adequacy of the Model 231, i.e. its actual capacity to prevent unlawful conducts;
  • checking that the requirements of soundness and efficiency of the Model 231 are maintained over time;
  • ensuring that the Model 231 is updated, in the event that the assessments made entail revisions and amendments.

The Supervisory Board is also responsible for:

  • identifying any non-compliance that may emerge from the analysis of information flows and reports received by the heads of the different departments;;
  • reporting any breaches which may give rise to liability for the Company, so that the management may take appropriate measures;
  • providing guidance as to the meaning and the enforcement of the provisions contained in Model 231;
  • freely accessing, without prior consent, any department of the Company in order to request and acquire -from employees and managers – information, documents and data, deemed necessary for the performance of the tasks provided for by Legislative Decree no. 231/2001.

Any violation or suspected violation of the Model 231 shall be reported to the Supervisory Board.

Reports may be sent by:

  • e-mail to: 231@overit.it
  • letter to: “Supervisory Board – Organismo di Vigilanza, Via Ugo Bassi n. 81, 33080 – Fiume Veneto (PN), Italy”

 

OverIT S.p.A.

The Chairman of the Board of Directors

Pierpaolo Bergamo