Indena S.p.A.
Organization, Management and Control Model
Adopted according to Legislative Decree 8 June 2001, n. 231

Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

CONTENTS
1.

Indena S.p.A...........................................................................................................................................42.

Purpose of the Model ............................................................................................................................4

3.

Essential elements of the Model ...........................................................................................................5

4.

Subjects .................................................................................................................................................5

FIRST SECTION ....................................................................................................................................................81.

The Legislative Decree 8 June 2001, n. 231...........................................................................................8
1.1
1.2
1.3

The regime of corporate administrative liability established for legal persons, companies
and associations .......................................................................................................................8
The crimes and administrative offences that determine the administrative liability of the
Body ..........................................................................................................................................8
The adoption of an Organization and Management Model as possible exemption..............10

SECOND SECTION .............................................................................................................................................11
1.

The Organization of Indena S.p.A. .......................................................................................................11

THIRD SECTION .................................................................................................................................................15
1.

The Organization, Management and Control Model ..........................................................................15
1.1
1.2
1.3
1.4

2.

Supervisory Body .................................................................................................................................18
2.1
2.2
2.3
2.4
2.5
2.6

3.

5.

Requirements of the Supervisory Body..................................................................................18
Identification of the Supervisory Body, causes of (in)eligibility, revocation and suspension 19
Functions and powers of the SB .............................................................................................22
Reporting to SB .......................................................................................................................24
Information flows related to the areas at risk .......................................................................25
Communication of the SB to company bodies .......................................................................26

Disciplinary system ..............................................................................................................................27
3.1
3.2
3.3
3.4

4.

Goals pursued by the adoption of the Organization, Management and Control Model .......15
Operating methods followed for the development of the Model .........................................15
Identification of the areas and company processes at potential “risk-crime”.......................16
General principles of control ..................................................................................................17

Functions of the disciplinary system ......................................................................................27
Sanctions against employees .................................................................................................28
Sanctions against Managers ...................................................................................................28
Sanctions against Administrators and components of the Board of Statutory Auditors .......29

Spreading of the Model .......................................................................................................................29
4.1
4.2

Initial communication and communication of the subsequent updates ...............................29
Staff training ...........................................................................................................................29

4.3

Obligations of external collaborators and partners ................................................... 30

Modifications and integrations to the Model ........................................................................ 30

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

ANNEXES1. Crimes and administrative offences to which applies Leg. Dec. 231/2001;
2. Table of connection trials-crimes

3Organization, Management and Control Model by Leg. Dec. 231/2001;
General PartINTRODUCTION
1.

Indena S.p.A.

Indena S.p.A. (hereinafter also referred to as “Indena” or the “Company”) is active in the production andmarketing of extracts and derivatives from medicinal plants, active ingredients, ingredients, etc.
The Legislative Decree 8 June 2001, n. 231, implementing the authorization according to art. 11 of the Lawof 29 September
2000, n. 300 (hereinafter referred o also as “the Decree” or “Leg. Dec. 231/2001”) introduced in the Italianlegal system a particular administrative liability regimen for the companies (administrative liability of Bodies).
Indena adopted and, consequently, implemented an Organization, Management and Control Model thatdefines a structured system of rules and controls, which the Company should comply to in order to pursue
the social purpose in full compliance with the law provisions in force.
Therefore, the present document represents the Organization, Management and Control Model adopted by
the Company according the aforementioned Leg. Dec. 231/2001 and following modifications and integrations(hereinafter also referred to as the "Model”).
2.

Purpose of the Model

The Model aims to represent the system of operating and conduct rules that regulates the activity of theCompany, and the additional control elements provided by the Company to prevent crimes andadministrative offences regulated by the Decree, committed by individuals in a supervisory position and by
those under their management or supervision and from which may derive the administrative liability of theCompany itself.
In particular, by the identification of the areas (“areas at risk”) and the activities (“sensitive activities”) where
it is possible to commit the crimes provided by the Decree, and by the provision of specific rules of behaviour
for the activities regarding those areas and activities, the Model means to:(i)enable the Company to prevent or operate in a timely manner to contrast the committing of crimes
for which the Decree establishes the administrative liability of the Bodies;(ii)

determine, in all parties operating in the name and on the behalf of Indena in the areas at risk, theawareness of the possibility to create an administrative liability for the Company, in case they commit
crimes established by the Decree in the interest or for the benefit of the Company;(iii)

reiterate that the behaviours that constitute crimes according to the Decree are condemned byIndena also when they are for its interest or benefit, as they are contrary to Law dispositions as wellas to ethic-social principles of the Company activity.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

Therefore, the Model consists in a set of procedural rules aimed to the prevention of crimes, and in a set ofmeasures aimed to verify the respect of the identified procedures. The compliance to the Model is mandatory
and the possible violations of it constitute a breach of the mandate between the members of theadministrative and control boards and, for the employees, a violation of the obligations resulting from theemployment relationship, and leads to the application of sanctions established in the Disciplinary System (inthis respect, see par. 3 of the Third Section of the General Part).

3.

Essential elements of the Model

The present document consists in: the General Part, that describes the essential elements of the Model in terms of guiding principles andoperating methods followed for its development and update, the distinctive tracts of the body incharge of the surveillance on its functioning and on its compliance (“Supervisory Body”, hereinafteralso referred to as “SB”), the Disciplinary System defined by the Company and the spreading methods
for the Model; the Special Part, that contains the “Sections”, i.e. the set of control and behaviour principles
considered suitable to rule the processes for which has been detected a potential risk of committing
crimes and administrative offences relevant according to Leg. Dec. 231/2001.

The Annexes and the documentation approved by the Board of Directors listed below constitute integral partof the Model: the Code of Ethics of Indena S.p.A.; the composite paper of the crimes and administrative offences to which applies Leg. Dec. 231/2001(Annex 1);
 the document of connection trials-crimes (Annex 2);
 the document of information flows toward the Supervisory Body.

4.

Subjects

The rules contained in the Model apply to those that has, also actually, managing, administrative, directive
or control functions for the Company, to employees, also if possibly detached for the performing of theactivity, and to parties who operate on mandate on behalf of the Company, also if they are not employed by
the company itself.

5Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

Collaborators, Suppliers and other partners (for example, some types of Counsellors, as parties that operate
in the name and on behalf of the Company to manage the relationships with civil servants, judicial authorities,etc.) should respect the provisions by Leg. Dec. 231/2001 and the Ethics principles of Indena through the
documented acknowledgement of the Code of Ethics and signing specific contractual clauses.

6Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

General Part

7

Organization, Management and Control Model by Leg. Dec. 231/2001;
General PartFIRST SECTION
1.

The Legislative Decree 8 June 2001, n. 231
1.1

The regime of corporate administrative liability established for legal persons, companies andassociations

Implementing the authorization according to art. 11 of the Law of 29 September 2000 n. 300, on date 8 June
2001 has been issued Leg. Dec. 231/2001, with which the Lawmaker updated the Italian legal system to theInternational Conventions about Legal Person liability.
The adoption of the Decree introduced in the Italian system what established by the OSCE Convention of 17
December 1997 on combating bribery of foreign public officials in international business transactions. This
Convention aimed to avoid distortions in international competition between companies, due to the use ofcorrupt practices, through the definition of common minimal measures that the Countries belonging to OCSE
should apply to contrast the corruption of public officials (levelling of the playing-field).
Therefore, the international community set the double purpose to create a homogeneous system ofsanctions for illegal conducts and to identify specific liabilities for the companies.
The Leg. Dec. 231/2001 introduced in the Italian system the administrative liability (essentially comparable
to the criminal liability) of legal persons, companies and associations, also without legal entities (hereinafter“Bodies”), when specific crimes and administrative offences, specifically indicated in the Decree or in
regulations that refer to it, are committed in their interest or for their benefit by (i) individuals, who holdrepresentative, administrative or managerial positions in those Bodies or one of their organisation unit withfinancial and functional autonomy, as well as by individuals, who effectively exercise the management andcontrol of those Bodies (hereinafter referred to as “Supervisory Subjects”); or (ii) physical persons subjectedto the direction or supervision of one of the aforementioned Supervisory Subjects.
The Body liability adds up to the liability of the individual who materially committed the fact and it isindependent from the one of the author of the crime.

1.2

The crimes and administrative offences that determine the administrative liability of the Body

The types of crimes likely to configure the administrative liability of the Bodies are expressly referred toby specific articles of the Leg. Dec. 231/2001 and L. 146/2006.
For details about crimes and administrative offences by single family, see Annex 1 “Crimes andadministrative offences relevant according to Leg. Dec. 231/2001”.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

The sanctions established by Leg. Dec. 231/2001 and by L. 146/2006 on the Bodies following theperpetration or attempted perpetration of the crimes involving the administrative liability of the Legal
persons are of different types.
The application of the different types varies depending on the fact that the Body liability has been
ascertained or that there are ongoing preliminary investigations (precautionary measures).
Every time the Body liability is ascertained, it is provided the confiscation of the price or the proceeds ofthe crime, imposed by the conviction.
In addition to the confiscation of the price or the proceeds of the crime, are imposed monetary sanctions,applied according to a system based on quotes, that are determined by the Judge in their number andamount within limits defined by the Law.
In addition to monetary sanctions, it is provided for the application of interdictory sanctions, also as
precautionary measures, where serious evidences exist to consider the Body actually liable and there are
grounded and specific elements that indicate the tangible possibility that illegal actions of the same typeof the one under proceeding may be perpetrated.
These sanctions consist in:1)

disqualification from exercising the activity;2)

suspension or revocation of authorization, licenses or concessions functional to the perpetration of
the illegal activity;

3)

prohibition against negotiating with the Public Administration, except to obtain the services of apublic service;

4)

exclusion from benefits, loans, contributions or subsidies and revocation of those already authorized;

5)

prohibition against advertising goods and services.

Moreover, it is provided:6)

the publication of the conviction, which can be ordered as ancillary penalty when interdictive
sanctions are inflicted.

9Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

1.3

The adoption of an Organization and Management Model as possible exemption

The Decree establishes, at article 6, that the Bodies are not liable for the crime perpetrated for their interestor benefit by one of the Supervisory Subjects, when they are able to demonstrate:(i)the adoption and effective implementation, before the perpetration of the crime, of an Organizationand Management Model suitable for the prevention of the perpetration of offences similar to the onethat occurred;(ii)

of having entrusted one of its own bodies (Supervisory Body), with autonomous powers of initiativeand control, with the responsibility of overseeing the functioning and the compliance of the Modeland to implement its updates;(iii)

that the perpetration of the crime by the Supervisory Subjects occurred only following a fraudulent
avoidance of the arranged Organization and Management Model;(iv)

that the perpetration of the crime was not consequent to an omitted or insufficient supervision by
the Supervisory Body.

On the contrary, when the crime is perpetrated by subjects under the management or the supervision of oneof the aforementioned subjects, the Body is liable if the perpetration of the crime was made possible byfailure to comply to management and supervision obligations. This failure is, in any event, excluded whenthe Body, before the perpetration of the crime, has adopted and effectively implemented a Model suitable
for the prevention of the perpetration of offences similar to the one that occurred.
In fact, according to article 7 of the Decree, if the crime for the interest or benefit of the Body is perpetrated
by a person under the management or supervision of a Supervisory Subject, the adoption and effective
implementation of an Organization and Management Model aimed to the prevention of offences similar tothe one that occurred operates as an exemption from liability for the Body if the person perpetrated an
action not compliant with the behaviour and control rules regulated by the Model itself.
According to articles 12 and 17 of the Decree, the adoption of an Organization and Management Model isrelevant, beyond as possible exemption for the administrative liability of the Body, also for the reduction of
the monetary sanction and of the inapplicability of the interdictive sanctions as long as it has been adopted
in a moment prior to the opening statement of the first instance hearing and if it is suitable to prevent theperpetration of offences similar to the one that occurred.
The adopted Model should establish measures suitable to grant the performing of the activity of the Body
with respect of the Law and to discover and timely eliminate the situations, where there is a risk ofperpetration of a crime for the interest or benefit of the Body.

10Organization, Management and Control Model by Leg. Dec. 231/2001;
General PartSECOND SECTION
1.

The Organization of Indena S.p.A.

Indena S.p.A. (hereinafter referred to also as “Company” or “Indena”) is the main manufacturing companyof the IdB Group (hereinafter also referred to as “the Group”).
The Group includes manufacturing sites in Italy and abroad, in particular in France and India, and sales
subsidiaries in Europe, United States of America, Brazil and China.
The Company Indena S.p.A. is controlled by the parent company IdB Holding S.p.A. (hereinafter also referred
to as “IdB Holding” or “Parent Company”) that exercises management and coordination activity according toart. 2497 and following of the Civil Code. Indena S.p.A. Controls Indena India Pvt. Ltd. (India).
In the social purpose of Indena S.p.A. are included:“the production and trade of extracts and derivatives of medicinal plants, the production and tradeof medicinal products and of chemical products in general;the production and trade of pharmaceutical, cosmetic, food, dietary and dietary supplement
products;

the cultivation, collection and trade of medicinal plants and of land products.”

Indena S.p.A. is organized in two sites: the Milan site, that is the registered address of the Company andwhere there is the main distribution storage, and the Settala (MI) site, which is the production site.
Staff functions of Indena S.p.A. rely on the parent company IdB Holding S.p.A. according to contracts ofservice specifically stipulated. The services offered by the Parent Company include, but are not limited to:General services;

Administration, finance and control services;

Legal services;

IT services;

Human resources management services.

The Company is structured in different organizational structures that have all nature and operating task
related to core business of the Company. In particular, the following Departments/Services are controlled byIndena S.p.A.:
Group Technical Operations Department;
11Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

Logistics Department;Group Quality Department;Medicinal plants, Intermediates Purchase and Outsourcing Department;Raw material Purchases, Technical Purchases and Different Services and Materials Service;Research and Development Department;

Trade, Licensing and Business Development Department;Marketing Department;Product Portfolio Department.

As regards productive and logistical processes, the Company manages activities, through its own suitable
dedicated organizational structures, including, but not limited to, those listed below:long-term planning and programming of production termination;storage and internal handling of the goods by internal storages and external depositories;

definition of the direct material required for the production (e.g. Raw Materials, Medicinal Plants,etc.);



preparation and collection processes of the materials for the production, spilling, packaging,labelling, analysis and storage;

external processing processes in outsourcing by contractors;planning, programming and execution of goods intraplant and intercompany transfers;waste storage and disposal (both from production and facility);

keeping of the legislative and regulatory documentation relevant for the compliance of production
and storage processes (e.g. storage loading/unloading registers, Batch Records, etc.).

Besides logistical and production “core” processes, the Company performs also development activities ofindustrial methods and processes and has specific organizational structures dedicated to the engineeringdevelopment of production processes and their related machines, to the maintenance of the production sites
and to the management of the facility utilities.

As regards quality management processes, according to GMP Guidelines, the Company adopted theorganizational model of “Quality Unit”, that provides for the presence of Quality Control and Quality
Assurance Functions, independent from the Production, as well as the presence of a Qualified Person(abbreviated as “QP”), hierarchically dependent from the Quality Unit.

Quality control activities of the materials are managed within these structures according to defined analysis
specifications, production processes (e.g. in process control, batch review, etc.), supply chain (e.g.
12Organization, Management and Control Model by Leg. Dec. 231/2001;
General Partqualification of the suppliers and supplier audit), legislative and regulatory compliance, validation of thecomputerised systems.
As regards supply processes, the Company, through the Medicinal plant, Intermediates and Outsourcing
Department and the Raw material Purchases, Technical Purchases and Different Services and Materials
Service, manages the purchase of:materials for the production (e.g. medicinal plants, intermediates and semi-finished products ofvegetal and not-vegetal origin, excipients, solvents, reagents, etc.);processing services by contractors that offer processes or technologies not present within the
Company;capital goods for the Production, Research and Development like plants, machinery, equipment,
tools and whatever required for the facility activities;



service contracts (e.g. mechanical, building and electrical maintenance, etc.);

counselling services and professional services (e.g. engineering technical services, services regarding
health and safety and environmental management, services related to sector-specific regulations,etc.);

indirect goods and services (e.g. General services, Facility Management, Energy & Utilities, Rentals,etc.).

As regards processes and research and development activities, the Company is committed, through its own
dedicated organizational structures, in the following research fields:
 product research;
 process research (Phyto-chemistry and Semi-synthetics, Biotechnology and Microbiology, Botany); Analytical research; formulation development.
Concerning these activities and processes, the Company has collaboration, study and/or research
relationships with the main research Italian and foreign bodies and laboratories (e.g. Universities, CNR,
Clinical Research sites, etc.), which support and collaborate for the completion of project and for the
performing of analytical activities and pre-clinical or clinical studies. Moreover, the Company promotes, as
Sponsor and Co-Sponsor, of scholarships for the performing of researches related to areas of interest of theCompany.

As regards activities and trade processes, the Company trades its products through the Trade, Licensing andBusiness Development Department, which is made by: (i) Area Managers, who deal with the relationships
with customers and trade subsidiaries for specific geographical areas and/or trade sectors; ii) the Trade
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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

Promotion Service that supports Area Managers and the Trade Subsidiaries in the activities of pre-sale andpost-sale and the trade development; iii) Sales Administration Service that manages the sales order portfolio.
Moreover, the Company offers to its customers, through the Trade, Licensing and Business Development
Department, services of development of customized new projects or products through the activity of Custom
Development Manufacturing Outsourcing (CDMO).

As regards marketing processes, the Company performs promotion, communication and marketing activities
through off-line (e.g. catalogues, exhibitions, conventions and publications) and on-line (e.g. Web site, social
media) channels and promotes sponsorships to bodies like universities, hospitals or public or private
institutions in support of educational activities in medical-scientific area and of non-profit initiatives for thecommunity.

Finally, as regards product portfolio management, the Company administrates its Intellectual Property Asset
related to trademarks and patents, manages and promotes activities of Life Cycle Management.

Within its own activity, Indena S.p.A. performs also activities of service for some Companies belonging to theGroup (e.g. assistance in the provisioning activities and assistance with transports) and has intercompany
buying and selling relationships (e.g. raw materials, intermediates, machinery).

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

THIRD SECTION
1.

The Organization, Management and Control Model
1.1

Goals pursued by the adoption of the Organization, Management and Control Model

Indena, by the adoption of the Model, aims to have a set of behaviour and control principles that, according
to the function, mandate, power attribution system, meets the purposes and the requirements establishedby the Decree, and by its subsequent amendments, about the prevention of Crimes and Administrative
Offences.
The control system involves each activity department of the Company through the distinction between theoperating and the control tasks.
The Model represents the part of the existing internal control system considered useful for the preventionof the perpetration of crimes in the identified areas at risk (see par. 1.2 and par. 1.3) and it has been adopted
after performing an analysis of the organization, management and control tools in order to verify thecompliance of behaviour principles and processes already adopted to the purposes established by the
Decree.
This analysis activity has been performed with the belief that the adoption of a Model aligned to theprescriptions of the Decree would be, beside a valid instrument of sensitization for all the people that workin the name of the Company, to ensure that they behave correctly and consistently during their activities,
also an essential prevention tool against the risk of perpetration of the crimes provided by the reference
regulation.

1.2

Operating methods followed for the development of the Model

For the construction and the subsequent update of the Model, Indena performed the mapping of the areas
and activities at risk, that started from an analysis of the available documentation and from detailed studies
performed through interview to the company managers.
Purpose of the interviews was to identify, according to what established in the “Guidelines for theconstruction of Organization, Management and Control Model” drawn up by Confindustria (hereinafterreferred to also as “Guidelines”), the areas directly or instrumentally potentially at risk of perpetration of thecrimes established by the Decree, as well as the existing defences aimed to the mitigation of these risks.

The interviews aimed also to start the sensitization process according to the provisions in Leg. Dec. 231/2001,
to the adaptation activities of the Company to that same Decree, to the importance of the respect of theinternal rules adopted by the Company for the prevention of crimes.
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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

On the bases of the above mapping, an analysis has been performed to verify the predisposition of theexisting control system to prevent or identify illegal behaviours like those sanctioned by the Leg. Dec.
231/2001.

After the interviews and the analysis performed, the results of this activity have been officialised in adocument named “Risk Assessment ex D.Lgs. 231/2001 di Indena S.p.A.”.
With specific reference to the crimes of manslaughter and serious personal injury or grievous bodily harmcommitted violation of the safety and health protection laws (ex art. 25-septies of the Decree) and to theenvironmental crimes (ex art. 25-undecies of the Decree), a specific analyses has been performed aimed toassess the risk management system, already implemented by the Company according to the reference law,through the analysis of the documentation related to organization/process measures in force, with reference
to the safety management on the workplaces and to the environment management, and through theperforming of inspections in the two production sites of the Company.
The above documents will be made available for the Supervisory Body for the performing of its institutional
activity.

1.3

Identification of the areas and company processes at potential “risk-crime”

In compliance with what provided for by the art. 6, clause 2, lett. a) of the Leg. Dec. 231/2001, the areas ofactivity and the company processes identified as at “risk-crime” (following the activity of “mapping of theactivities at risk”, described in previous paragraph 1.2), i.e. that could present potential risks of crime
perpetration are reported. In particular, the following areas of risk has been identified in the managementof the following processes:
1.

Relationships with Public Administration;

2.

Purchases;

3.

Sales;

4.

Production;

5.

Quality Assurance and Quality Control;

6.

Research and Development;

7.

Administration, Finance and Control;

8.

Human Resources;

9.

Communication and Marketing;10.

IT services;

11.

Compliance.
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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

Please note that some of the above activities are managed, in compliance with a specific Contract of service,
by resources related to the parent company IdB Holding S.p.A.

In these areas of activity, it has been considered the most relevant risks of perpetrating the crimes indicatedin art. 24 “Misappropriation of payments, fraud against the State or public entity or the European Union ,orfor obtaining public funds and computer fraud against the State or public entity and fraud in the public
supplies”, 24-bis “Computer crimes and unlawful processing of data”, 24-ter “Organised Crime Offences”, 25“Embezzlement, extortion, illicit induction to give or promise utility, corruption and abuse of office”, 25-bis“Forgery of money, public credit cards revenue stamps and tools or identifying marks”, 25-bis cl.1 “Crimes
against the industry and trade”, 25-ter “Corporate crimes”, 25-quater “Crimes with purposes of terrorism andsubversion of the democratic order”, 25-quinquies “Crimes against the individual”, 25-septies “Crimes ofmanslaughter and serious personal injury or grievous bodily harm committed in violation of the occupationalsafety and health protection laws”, 25-octies “Receiving of stolen goods, money laundering and utilisation ofmoney, goods or benefits of unlawful origin as well as self-laundering”, 25-novies “Crimes concerning
violations of copyright”, 25-decies “Inducement not to make statements or to make false statements to the
judicial authority”, 25-undecies “Environmental crimes”, 25-duodecies “Employment of illegally staying thirdcountry nationals”, 25-quinquiesdecies “Tax crimes”, 25-sexiesdecies “Contraband” of the Decree, as well asat the art. 10 of the Law 146/2006.
As regards the remaining types of crime, which configuration in the interest or benefit of the Company has
been considered improbable, Indena considered sufficient the defences reported in the Code of Ethics, inparticular, the crimes to which it refers to are the following:
1) Practices of mutilation of female genital organs (art. 25-quater.1);
2) Crimes and administrative offences of market abuse (art. 25-sexies);
3) Racism and xenophobia (art. 25-terdecies);
4) Fraud in sport competitions, fraudulent exercise of gaming and betting and games of chance
exercised with prohibited equipment (art. 25-quaterdecies).

1.4

General principles of control

In the definition of the Model, particular attention has been paid to the project and subsequent managementof the operating processes, to reasonably ensure:1)

the separation of tasks by means of a distribution of the responsibilities and the provision of
appropriate authorisation levels to avoid functional superimpositions or operating allocations thatconcentrate the critical activities on a single subject;
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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part2)

a clear and official assignment of powers and responsibilities, with explicit indication of the limits ofexercise and in compliance with the assigned duties and the covered positions within theorganization structure;

3)

that the knowledges and the professional skills are periodically evaluated to ascertain theircompliance with the assigned goals;

4)that the operating processes are traceable and accompanied by a suitable documentation (on paperor computer) to allow, at any time, the verification of the process itself in terms of compliance,
consistency, responsibility and respect of the pre-determined rules, also according to the rules inforce;

5)that the pre-defined processes and operations are measured with objective criteria, parameters andthat the final related data flow is ruled allowing a periodical evaluation of the efficiency of theprocesses for the reaching of the pre-determined goals;

6)

the presence of safety mechanisms able to ensure a suitable protection/physical-logical access tocompany data and goods; in particular, the access to data is allowed to operators in possess ofsuitable powers and profiles and only for the exercise of their assigned duties;

7)

that the Internal Control System in force is subjected to a continuous activity of supervision toevaluate its effectiveness and efficiency and to suggest the necessary updates.

2.

Supervisory Body
2.1

Requirements of the Supervisory Body

The art. 6, lett. b) of the Leg. Dec. 231/2001 subordinates the exemption from administrative liability of the
Body to the institution of a body internal to the Body itself, with autonomous initiative and control powers,that supervises the functioning and the compliance of the Model and controls its updates.
From the letter of the rule, as well as from the Guidelines issued by Confindustria, appears that theSupervisory Body should have some characteristics necessary to ensure an actual and effective
implementation of the Organization, Management and Control Model. In particular, this “structure” should
essentially be characterised by:autonomy and independence;

professionalism;

continuity of action.

As regards the first requirement (autonomy and independence), it is necessary to ensure to SB a hierarchicalindependence. The SB reporting activity will be addressed to the Board of Directors.
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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

Moreover, during the activity of identification of the SB components, they will be looked for among people
who may ensure, both under an objective and subjective profile, a full autonomy both in the performing of
the Body own activity and in the decisions to adopt.
As regards the requirement of professionalism, the SB should be able to exercise its investigative functions
according to the actual application of the Model and, at the same time, it should have the necessary qualities
to ensure Model dynamism through update proposals to be addressed to the Board of Directors.

Finally, as regards the continuity of action, the SB should constantly supervise the respect of the Model, verify
often the effectiveness and the efficacy of the Model also through the analysis of the information flows
related to the operating activities performed within the areas considered at risk, ensure its continuous
update and be a constant representative for the Addressees of the Model.

As regards the composition of the SB, the Guidelines of Confindustria suggest different solutions, based on
the size and the functioning of the Body: therefore, both the hypothesis of a definition of expressly createdstructures in the Body and the attribution of SB tasks to existing control company structures are consideredfeasible. Similarly, and always depending from the legal person, it is possible to pre-select structure both withcollegial and monocratic composition.
Finally, during the enucleation of SB components, it is possible to assign this qualification to external subjects
owning the specific necessary skills for the best execution of the task.

2.2

Identification of the Supervisory Body, causes of (in)eligibility, revocation and suspension

In compliance with the article 6, clause 1, letter b) of the Decree and on the bases of the previously describedindications, Indena S.p.A. identifies the SB in a body with collegial composition, that should report to theBoard of Directors.
The SB is appointed with approval of the Board of Directors; the chosen components shall remain in office
for a period of 3 years and can be re-elected at the end of the mandate.
On the occasion of the appointment, the suitable yearly financial resources are determined, which will beavailable for the SB, as well as the yearly remuneration for the Body components.
The possible revocation of the Body components should be approved by the Board of Directors of theCompany and could be approved only for reasons related to severe breaches of the assigned mandate,included violations of the confidentiality obligations indicated below and for the ineligibility causes occurred
reported below; moreover, the Company established specific professionalism, reputation and independence

19Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

requirements for the members of the Body to safeguard the autonomy and allow a concrete action of theSupervisory Body.

Ineligibility
The components of the Supervisory Body should have reputation requirements according to art. 109 of theLeg. Dec. 1 September 1993, n. 385.
Moreover, the following cannot be appointed to the position of components of the Supervisory Body:

1.

Directors, spouse, cohabitant, relatives and relatives in law within the fourth degree of the Company
Directors;

2.

Directors, spouse, cohabitant, relatives and relatives in law within the fourth degree of the Directorsof Company’s children companies and parent companies;3.

people in the conditions mentioned in art. 2382 of the Civil Code, that is those that are banned,
incapacitated, bankrupted or that have been condemned, with a judgement (even if not final), to asentence that involves ban, also temporary, from the public offices or the incapacity to exercise
direction tasks of legal persons and companies;

4.

people that have been condemned (even if not a final judgement) or sentenced upon request(settlement or similar), or that have been subjected to a penalty order, in Italy or abroad, for theperpetration of one or more of the crimes established in the Decree, or other intentional crimes that
may affect the professional reputation required by the position;5.

people that have been condemned (even if not a final judgement) or sentenced upon request(settlement or similar), except in the event of rehabilitation:

to custodial sentence for at least one year for one of the crimes established in the Royal Decree
16 March 1942, n. 267 (Bankruptcy Law);to custodial sentence for at least one year for one of the crimes established by the laws that
regulate bank, finance, investment, insurance activity and by the laws on markets andtransferable securities, of payment instruments;



to custodial sentence for at least one year for a crime against the Public Administration, publictrust, property, public economy and for a crime related to tax issues;for any not intentional crime to imprisonment for at least one year;for one of the crimes established in title XI of Book V of the Civil Code as rewritten by Leg. Dec.
61/2002.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part6.

people that assumed the position of Supervisory Body component in companies, against which havebeen applied the sanctions established by art. 9 of the Decree, where in the sentence has beenreported the liability/co-liability of these subjects with reference to the non-compliance and/or
implementation of the Model;

7.

people that have a conflict of interest, also potential, with the Company, such to compromise its
independence;8.

for components external to SB, people that are related to the Company or to the parent company or
one of its children company or to a Company child company, i.e. to the Directors of the Company orof the parent company or of one of its children company or of a Company child company, as well as
to the spouse, cohabitant, relatives and relatives in law within the fourth degree of the Directors of
the Company or of the parent company or of one of its children company or of a Company childcompany, by an independent or subordinate work relationship, i.e. by other relationships of monetaryor professional nature that compromises their independence; however, potential positions incompany control bodies (included Supervisory Bodies) of the parent company or of one of theirchildren companies or by the Company itself are excluded;9.

people that held directive roles (in the three fiscal years preceding the appointment as member of
the SB) in companies subject to bankruptcy, compulsory administrative liquidation or any similar
proceeding;10.

people subjected to preventive measures ordered by the Judicial Authority according to Law 27
December 1956, n. 1423 (Law on Preventive measures towards persons hazardous for the safety andfor the public morality), or to Law 31 May 1965, n. 575 (Dispositions against the Mafia).

The candidates to the position of component of the Supervisory Body should self-certify with a Declarationin lieu of affidavit that they are not subject to any of the indicated conditions and expressly commit
themselves to communicate possible modifications concerning the content of such statements.

Forfeiture
The loss of the requirements of the SB reported in par. 2.1 or the realization of one or many of the above
ineligibility conditions represents a cause of automatic forfeiture of the position.
If any of these circumstances happen, the President of the Board of Directors will immediately convene theBoard of Directors in order to proceed, during the first meeting after the acknowledgement, at thedeclaration of formal forfeiture of the person in the position of component of the SB and to his/her
replacement.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

Suspension
Causes of suspension from the position of component of the Supervisory Body are:1.

the application of a personal precautionary measure;2.

the temporary application of one of the prevention measures established in art. 10, clause 3 of theLaw 31 May 1965, n. 575, as replacement of article 3 of the Law 19 March 1990, n. 55 and following
modifications.

2.3

Functions and powers of the SB

The institutional functions of the SB have been indicated by the Lawmaker of Leg. Dec. 231/2001 at art. 6,
clause 1, letter b) and are included in the following expressions:supervise the operation and the compliance of the models;

take care of their update.

In particular, Indena’s Body will have to supervise:

the actual ability of the Model to prevent the perpetration of the crimes established in the Decree;the observation of the prescriptions of the Model by Addressees, verifying the consistency between
the actual behaviours and the defined Model, proposing the adoption of corrective interventions andthe beginning of disciplinary proceedings against the affected subjects;

The update of the Model, where update needs are detected related to the enlargement of the eligible
crimes and offences to which the Decree applies, i.e. to organization modifications that occurred andthat require update proposals by the Body.

The final responsibility of the adoption of the Model lies on the Company Board of Directors.
As a result of the above supervision obligations, the Body should perform the following specific tasks:with reference to the verification of the efficacy of the Model, it should:

perform investigations on the company activity for the updated mapping of the activity areas
at risk within the company;

define the activity areas at risk with the help of the related company departments. For thispurpose, the Body should be constantly kept informed about the evolution of the activities insuch areas;
22

Organization, Management and Control Model by Leg. Dec. 231/2001;
General Partverify the suitability of the organization solutions adopted for the implementation of the Model(definition of the standard clauses, training of the staff, disciplinary measures, etc.), with thehelp of the related company departments;with reference to the verification of the observation of the Model, it should:


promote suitable initiatives for the spreading of the knowledge and the understanding of theprinciples of the Model;collect, process and store the relevant information according to the Model, as well as
periodically update the list of information that should be passed to the Body or made available
to it;

in any case, perform periodical verifications on the functioning of “sensitive” activities or not
yet fully responsive to the control principles;

carry out the internal investigations for the verification of alleged violations to the prescriptionsof the Model;

with reference to the proposal of updates for the Model and the monitoring of their implementation,
it should:on the bases of the results obtained by the verification and control activities, periodically
express (at least every year), an evaluation of the suitability of the Model according to theprescriptions of the Decree, to reference principles, to regulatory news and to relevant legal
interventions, as well as on their functioning;in relation to these evaluations, it should periodically present to the Board of Directors:
 update proposals for the Model to the desired situation;
 necessary actions for the actual implementation of the Organization, Management
and Control Model (integration or actual implementation of the internal processings,
adoption of standard contractual clauses, etc.)

periodically verify the implementation and the actual functionality of the solutions/corrective
actions proposed.

Considered the specific aspects and the responsibilities conferred to the Supervisory Body and the related
specific professional contents required, the Supervisory Body could also use other internal functions,
identified from time to time, for the performing of supervision, control, support tasks for the updating of theModel.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

During the performing of its supervision and control activities, SB, without any prior authorization needed,
may access to all the structures, with respect of the safety measures and giving prior notice to the Managerof the related Department, and to all the offices of the Company and may talk to any subject operating inthese structures and offices to obtain any information or document considered relevant.
Finally, during the performing of its function, the SB will have autonomous powers of expenditure, that
require the use of a yearly budget suitable for the performing of its functions.

The Supervisory Body ensures the maximum confidentiality about any news, information, referral, against
withdrawal of the mandate, with the exception of needs related to the performing of investigations in the
hypothesis where the support of counsellors external to SB or of other company structures will be deemednecessary.

2.4

Reporting to SB

According to art. 6, clause 2, letter d) of Leg. Dec. 231/2001, one of the needs that the Model has to addressis the provision of “information duties towards the body in charge of the supervision on the functioning andcompliance of the models”.
Therefore, the Supervisory Body should be informed by all the subjects bond to the compliance to the Model,of any relevant circumstance for the respect and functioning of the Model itself. Moreover, Addressees
should report to the SB any illegal conducts or violations of the Model, ensuring that these are detailed andbased on accurate and compliant facts.
In particular, all the Addressees of the Model should immediately communicate to SB:any violation or grounded suspicion of violation of the behaviour rules established by the Codes of
Ethics;

any violation or grounded suspicion of violation of behaviour rules, prohibitions and control
principles reported in the Model, as well as the perpetration of illegal conducts relevant according
to Leg. Dec. 231/2001;



observations on the unsuitability of the control system;

any behaviour exception or any unusual event, indicating the reasons of discrepancies and describing
the different process that has been followed.

According to this obligation, the Company provides to the Addressees of the present Model two alternative
channels (email and postal address) to allow the flow of possible reports.
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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

The reports, detailed and based on accurate and compliant facts, could be sent to the following email
address:
odv@indena.it
The reports could also be sent by traditional mail at the attention of:
Presidente dell’Organismo di Vigilanza di Indena S.p.A. - Viale Ortles, 12, 20139 Milan (MI)The SB ensures, for what it may concern, the respect (and supervises the respect by the Company) of thedispositions according to Law n. 179/2017 about the safeguard of employees and collaborators that report
offences in the private sector.
L’SB evaluates the reports received and the activities to be taken; any resulting measure is defined andapplied according to what provided by the disciplinary system.
The Supervisory Body shall take appropriate measures to protect the reporting parties from any type of
retaliation, discrimination, penalisation or any consequence resulting therefrom, ensuring themconfidentiality on their identity, with the exception of the protection of the rights of any people accusedwrongly and/or in bad faith and of the rights of the Company and third party employees.
Any information and report in the present Model are kept by the Supervisory Board in a dedicated electronic
and/or paper file, according to the dispositions contained in the present regulation about personal data
management: this file can be accessed only by SB and only for reasons connected to the performance of theaforementioned duties.
The Company expressly prohibits any retaliation of discrimination, direct or indirect, towards reporting
parties for reasons directly or indirectly related to the referrals.
Moreover, are considered punishable conducts, according to the provisions of the disciplinary system (seethe following par. 3 for further details), both the violation by an Addressee of the protection measures forthe reporting party defined by the Company, and the reporting, with intent and gross diligence, that proved
to be unfounded.
2.5

Information flows related to the areas at risk

SB should be informed about any information useful for the evaluation of the riskiness involved in thecompany processes, as well as to perform its verification and supervision activities related to theeffectiveness and compliance to the Model.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

To this purpose, have been provided periodical information flows (biannual/on event), i.e. prepared if
needed, pre-set and transmitted by Company Directions/Departments that, based on their attributions,perform operating activities within the processes and by those implied in control activities like, for example:
news concerning modifications to organization and company processes in force;

updates of the power and process system;visits, inspections, investigations started by the dedicated bodies (for example ASL, INPS, INAIL, AIFA,etc.) and, upon completion, the related results;measures and/or news coming from Judicial Police, or from any other authority, that report the
conduction of investigations, also against unknown parties, for the crimes affected by Leg. Dec.
231/2001 and that may involve Indena;reporting about occupational health and safety, included the reporting of accidents/injuries, also
deriving from external factors, that lead to severe or very severe injuries to employees or third
parties;

disciplinary proceedings performed, and any sanction imposed for violations of the Model, as well as
measures taken, i.e., measures for dismissal of disciplinary proceedings against company employees.

The information and the documentation that should be passed and/or made available to the SB, with therelated timings and information channels to use, have been identified by SB and by the Department
Managers of the Company. In any case, also Managers should pass any further information that SB may
explicitly require and that could be useful for its activity.

2.6

Communication of the SB to company bodies

In order to ensure its full autonomy and independence in the performing of its functions, the Supervisory
Body refers directly to the Boards of Directors.
SB refers about the implementation of the Model and about the occurrence of possible criticalities, once a
year (or, for serious facts, immediately after the occurrence of the criticality), to the Board of Directors andto the Board of Statutory Auditors by means of a written report. In particular, the report should indicate indetail the activity performed in the reference period, both in terms of performed controls and results
obtained, and in terms of possible need to update the Model.

26

Organization, Management and Control Model by Leg. Dec. 231/2001;
General PartThe SB may ask to be heard by the Board of Directors of the Company whenever it deems appropriate toconfer with the aforementioned body; similarly, SB has been given the opportunity to ask for clarifications
and information to the Board of Directors.
On the other hand, the Supervisory Body could be summoned at any time by the company bodies to reportabout particular events or situations related to the functioning and the respect of the Model.
The meetings between these bodies and the SB should be recorded and a copy of the records should be kept
by SB as well as by the bodies involved time by time.

3.

Disciplinary system
3.1

Functions of the disciplinary system

The application of disciplinary sanctions in case of violation of the obligations provided for by the Model,
included the violations of the protection measures towards the reporting party and the perpetration, withintent and gross diligence, of reporting that proved to be unfounded, constitutes an essential condition for
the effective implementation of the Model.
The application of the sanctions is consequent to the violation of the disposition of the Model and, as such,it is independent from the actual perpetration of a crime or from the result of a possible criminal proceeding
against the author of the reprehensible behaviour: the purpose of the present system of sanctions is, in fact,
to induce the subjects that act in the name and on the behalf of Indena to operate with respect for the Model.
If, during its verification and control activity, SB detects a possible violation of the Model, it will start, throughthe dedicated disciplinary bodies, a disciplinary proceeding against the author of the potential offence.
The verification of the actual responsibility deriving from the violation of the Model and the issue of therelated sanction will happen according to the law dispositions in force, the collective bargaining rules, internal
processings, dispositions about privacy and in full observation of the essential rights of the dignity andreputation of the subjects involved.
Any act related to the disciplinary proceeding should be communicated by the dedicated disciplinary body to
the Supervisory Body for the evaluations and monitoring within its competence.
Where appropriate, the Addressees of the disciplinary proceedings may be involved in dedicated andcompulsory training sessions about the provisions of the Model (with special reference to the rules of
behaviour and control that gave origin to the disciplinary proceeding).

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

3.2 Sanctions against employees
The single behaviour rules established by the present Model constitute “dispositions for the execution andfor the discipline of the work issued by the Employer” which, according to article 2104 of the Civil Code, any
employee should observe; the failure to respect the Model by the employeee constitutes, therefore, a breachof the contract that may lead to disciplinary sanctions as established by the Law and by the collective
bargaining.
More specifically, the Human Resources and Organization Manager identifies, on the assumption of theviolation verification, upon submission of the Supervisory Body and heard the hierarchical superior of theauthor of the censured behaviour, and analysed the motivations of the employee and heard the opinion of
the Supervisory Body, the disciplinary sanction applicable according to the CCNL (National Labour Contract)of reference.
The results of the verification procedure and all the disciplinary sanctions should be periodicallycommunicated to the Supervisory Body.
With specific reference to the disciplinary sanctions established for violations concerning safety andprevention on workplaces, the decision-making authority is the subject qualified as “Employer”, according toart. 2, clause 1, lett. (b) of the Leg. Dec. 81/2008.

3.3

Sanctions against Managers

Respect by Managers of Indena of the dispositions and organization procedures established by the Model,
as well as the compliance to the obligation of ensuring compliance to what established by the Model,
constitute essential elements of the relationship between them and the Company.
In case of violation of the prescriptions of the Model by a Manager, the Supervisory Body will immediately
send a written report to the Chief Executive Officer, to Human Resources Direction or, in more serious cases
and where deemed necessary, to the Board of Directors. The Chief Executive Officer or the Board of Directors,
depending on the cases, makes all the necessary verifications, with wider powers to obtain every usefulelement, and takes the suitable measures according to what established by applicable Law and CCNL.
Where the adoption, by a Manager, of a behaviour not compliant with what established by the Model, or
where there are proofs that a Manager allowed some of its hierarchically subordinate employees to takebehaviours that violated the Model, Indena will apply against the responsible party the sanction consideredmore appropriate, on the bases of the seriousness of the Manager behaviour and according to whatestablished by the National collective bargaining agreement for senior managers of companies that supply
goods and services of 30 July 2019 and following modifications.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

The results of the verification procedure and all the disciplinary sanctions should be periodicallycommunicated to the Supervisory Body.

3.4

Sanctions against Administrators and components of the Board of Statutory Auditors

In case of verified violation by one or more administrators of Indena of the dispositions and organization
procedures established by the Model and, specifically, in the hypothesis of verified perpetration of a crime
relevant according to the Decree that may lead to an administrative liability of Indena, the SB should
immediately inform the Board of Statutory Auditors and the President of the Board of Directors.
The Board of Directors is competent for the evaluation of the offence and for taking the most suitablemeasures against the administrator(s) that perpetrated the offence.
The results of the verification procedure and all the disciplinary sanctions should be communicated to theSupervisory Body.

4.

Spreading of the Model
4.1

Initial communication and communication of the subsequent updates

The adoption of the present Organization Model and its subsequent updates are communicated to the
Addressees at the moment of its adoption, or at the moment of the adoption of the updates, with a dedicatedemail communication.
The Model is also published in electronic format in the shared files on the network.
Following the publication on the Intranet, the Addressees should comply to the principles, rules andproceedings therein contained during the performing of the "sensitive activities” related to the processes atpotential risk 231.
The new recruits will be given communication about the adoption of the Organization Model, as well as anelectronic or paper copy of the Model itself, of the Codes of Ethics and of the company procedures andregulations.
4.2

Staff training

The Model, due to the obligations that imposes to the staff, becomes to all intents, both contractual andlegal, part of the company regulations.
The training of the staff for purposes of implementation of the Model is coordinated by Human Resources
Direction, together with the SB.

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Organization, Management and Control Model by Leg. Dec. 231/2001;
General Part

The training level is characterized by a different approach and degree of detailed knowledge, depending fromthe qualification of the affected subjects and from the degree of their involvement in the sensitive activities
indicated in the Model.
Specifically, the Company establishes the issue of courses that illustrate, with a modular approach:(i)the regulatory environment;(ii)

the Organization, Management and Control Model adopted by Indena;(iii)

the Supervisory Body and the management of the Model in time.

The Human Resources Direction, together with SB, verifies also that the training program is appropriate andeffectively implemented.

4.3

Obligations of external collaborators and partners

In contracts concluded by the Company with external collaborators and partners, it is established theobligation, for these subjects, to avoid behaviours in contrast with the behaviour guidelines indicated in the
Code of Ethics and that shall imply the perpetration, in the interest and for benefit of Indena, of a crime
relevant according to the Decree; moreover, these contracts, where deemed appropriate, establish that theviolation of this obligation may give the opportunity to the Company to use the termination clause expressed
according to article 1456 of the Civil Code, where the Italian Law or a similar disposition is applicable, where
in force, according to a different applicable law.

5.

Modifications and integrations to the ModelIn compliance with what established in the article 6, clause 1, letter a) of the Decree, according to which theModel represents an act adopted by the “governing body” of the Body, Indena empowers the Board of
Directors to adopt, also on the bases of indications and suggestions from SB, modifications to the Model, andto adopt its integrations with further behaviour and control protocols related to other types of crime that,
following new legislative modifications occurred, are now included or however related to the application
area of the Decree and that are considered at risk of perpetration in the interest or for benefit of theCompany.

30