INWIT’s new Code of Ethics – approved by the Board of Directors on 09 November 2023 – is an indispensable tool to protect the Company’s values over time and to consolidate and maintain a culture of shared ethics, integrity and transparency, inspiring the conduct and behaviour of all those who work in the interest of the Company itself. The Code of Ethics is at the heart of the entire system of Corporate Governance and represents the charter of values that INWIT has voluntarily chosen to adopt and communicate as a concrete expression of the principles and passions that regulate the actions, strategies and objectives of the company and that become a point of reference for everyday work.
Observation of the Code is a duty of all Recipients, whether employees, suppliers, customers or collaborators who, in any role and regardless of the type of contractual relationship, operate in the name and on behalf of INWIT.
Download the new INWIT’s Code of Ethics
The Company complies with the Corporate Governance Code of Borsa Italiana. The Board of Directors on 16 June 2025 updated the Principles of self-discipline, which supplement the applicable rules with reference to the duties and operation of the Company bodies, referring for the rest to the principles and criteria of the Corporate Governance Code of Borsa Italiana.
Download the Principles of Self-Discipline
Qualitative and quantitative criteria for the assessment of the directors’ independence requirements
The Board of Directors, on 29 July 2021, approved the qualitative and quantitative criteria for the analysis of the relations between INWIT and its directors for the assessment of the independence requirements pursuant to recommendation 7, first period, paragraphs c) and d), in Article 2 of the Corporate Governance Code.
In pursuing and guaranteeing the correctness of pre-contractual and contractual relationships, INWIT asks all its suppliers to adhere to the Ethics and Integrity Agreement, which aims to promote compliance with principles such as respect for the environment, the protection of human rights and labor standards and the fight against corruption.
INWIT places great attention on compliance with tax regulations and the correct fulfilment of tax obligations in the pursuit of its strategic business objectives.
In this regard, it has established a system for identifying, measuring, evaluating and monitoring tax risk, which is part of the internal control and risk management system, including the set of rules, procedures and organisational structures aimed at contributing to the sustainable success of the Company.
The “Fiscal Strategy” is approved and issued by the Board of Directors of Inwit S.p.A. and is made available to all stakeholders. It is constantly updated, also in relation to changes at the strategic and/or operational level of the essential elements of which it is composed.
The Supplier Code of Conduct expresses INWIT’s expectations regarding the procurement cycle, ensuring its sustainability from social, environmental, and economic perspectives. It represents especially an essential element in promoting a culture based on sustainability, ethics, integrity, and transparency within the Company’s supply chain, integrating and referencing what is already provided in the Code of Ethics.
Compliance with the provisions contained in INWIT’s Supplier Code of Conduct is a duty for all Suppliers, as well as a binding condition, attached to all contracts concluded with them.
In implementation of the Legislative Decree no. 231/2001, INWIT has adopted an Organization, Management and Control Model (“Model 231”) aimed at preventing offences from being committed in the interest of or to the advantage of the Company with consequent liabilities for the latter, divided into:
The Model 231 is a dynamic instrument, which affects the corporate operation, which in turn must be constantly checked and updated in the light of its application, as well as the evolution of the regulatory framework. INWIT’s Model 231 was most recently updated by resolution of the Board of Directors on 4 March 2025 in order to incorporate the changed organisational structure and the regulatory changes introduced in the meantime.
In implementation of art. 6 of Legislative Decree 231/01, the Company has also entrusted the task of supervising the functioning and compliance with Model 231 and of keeping it updated to a special Supervisory Body (hereinafter the “SB”), which, in its current composition, sees the presence of two external components, of which one with the function of Chairperson, and an internal member, identified in INWIT’s Internal Audit Director.
The transmission, receipt and management of reports of potential violations of Model 231 are governed by the Whistleblowing Policy adopted by the Company, available on this website – governance section.
The Board of Directors on 5 march 2020 amended the Procedure for the execution of related party transactions adopted on December 11, 2018 which sets out the procedural rules to guarantee transparency and correctness of transactions with parties, pursuant to the Consob Provisions relating to transactions with related parties.
On 23 April 2020 and later on 10 December 2020, The Board of Directors updated the Procedure for the execution of related party transactions.
Finally, the Procedure has been updated, with the approval of the Committee for Transactions with Related Parties, by resolution of the Board of Directors of 13 May 2021 (in line with the Consob Resolution no. 21624 of 10 December 2020), and by resolution of the Board of Directors of 16 June 2025.
Inside information and internal dealing procedure, approved on 25 july 2017, has been updated by resolution of the Board of Directors of 9 November 2023.
The Procedure establishes the principles and rules that INWIT follows in the internal management and in the external communication of the Company’s inside information, as defined by law, and the relevant ones, and the arrangements for keeping lists of persons having access to them. The Procedure also regulates the requirements to be fulfilled under the applicable internal dealing legislation.
“Whistleblowing” means any report that raises concerns about possible violations, unlawful or irregular conduct or behaviour, including omissions, which fail to comply with national or European Union regulations, thereby potentially harming the public interest or undermining the integrity of the Company. This also includes violations of existing rules and procedures, such as the Code of Ethics and Conduct, and the Organisation and Management Model pursuant to Italian Legislative Decree No. 231/01.
Whistleblowing reports may be sent:
The process owner for receiving and managing whistleblowing reports is the Internal Audit Department, which operates as an autonomous and organizationally independent unit. This function also coordinates the “Whistleblowing Team”, consisting of the Internal Audit Department and the RC&CS Function, as well as representatives from all other corporate functions identified from time to time, for the operational management of reports.
If reports or complaints pursuant to Article 2408 of the Italian Civil Code should be received through the aforementioned channels, the Board of Statutory Auditors will proceed in accordance with legislation in force at that time. Moreover, in the event that the Supervisory Board directly receives reports pursuant to Italian Legislative Decree 231/01, the latter may proceed to independently handle the investigation.
The Anti-corruption Policy, approved on 16 December 2021, was last updated with resolution of the Board of Directors on 5 November 2024.
The Anti-corruption Policy, drafted in compliance with ISO 37001:2016 standards and main reference best practices, as a constitutive and essential element of the anti-corruption controls of INWIT’s Internal Control and Risk Management System, aims to reinforce awareness of the potential corruption risks to which the work activity is exposed, making everyone responsible for the correct management of relations with internal or external parties, whether public or private.
This document formalises the management of relations with significant categories of stakeholders, in line with the recommendations of the Corporate Governance Code, which assigns to the management body the task of promoting dialogue with shareholders and other significant stakeholders for the Company in the most appropriate forms.
This document aims to promote and develop a corporate culture oriented to overcome any kind of discrimination or historical and cultural prejudice, and make the workplace an inclusive and plural environment.
Document formalising INWIT’s commitment to health and safety for its employees and suppliers, reduction of environmental and energy impacts, continuous improvement of business processes.
INWIT has approved the Gender Equality Policy, a fundamental tool for continuing to develop a corporate cultural model that is respectful of gender diversity, with the aim of preventing any form of discrimination and enhancing diversity and women’s empowerment, integrating the principles already stated in the Code of Ethics and Conduct and the Diversity & Inclusion Policy.
This document defines the guidelines that regulate INWIT’s lobbying activity in compliance with ethical principles, transparency and legality, in order to represent corporate interests before public decision-makers and contribute to a fair and informed decision-making process, in compliance with the values and standards defined by the company and state laws.
On 16 June 2025, the Board of Directors approved the Strategy Committee Regulation, updated the Board of Directors Regulation and its internal Commitees Regulations.
The Annual Remuneration Report provides information aimed at increasing the knowledge and awareness of shareholders, investors and the market.
By-Laws updated on 15 November 2024 following the cancellation of treasury shares, in execution of the resolution of the Shareholders’ Meeting of 18 April 2023
