Corporate Governance

Procedures

Procedure for Related Parties Transactions

The Board of Directors on December 11, 2018 adopted a new version of the Procedure for the execution of related party transactions, amended on March 5, 2020, 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 with effect from 1 July 2021, in line with the Consob Resolution no. 21624 of 10 December 2020.

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Procedure for Inside Information and Insider Dealing

Inside information and insider dealing procedure, approved on 25 july 2017, has been updated by resolution of the Board of Directors of 1 july 2021.

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.

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Whistleblowing Procedure

Whistleblowing means any information concerning suspicious conduct that may be in conflict with INWIT’s Code of Ethics and Conduct, the 231 Organizational Model adopted by INWIT, internal procedures and with external regulations howsoever applicable to INWIT. Whistleblowing also includes complaints and objections received by the Board of Statutory Auditors.

INWIT’s Whistleblowing Procedure governs the process of receiving, analysing and processing whistleblowing, sent or transmitted by anyone, even anonymously.

The owner of the process to manage whistleblowing is INWIT’s Supervisory Board, which relies on the Head of the Audit Function for the management of whistleblowing.

Whistleblowers can submit their concerns via a web portal to the address inwit.segnalazioni.net.

Whistleblowing reports may also be sent in writing to the attention of the 231 Supervisory Board or the Company’s Head of Audit to the address:

  • Infrastrutture Wireless Italiane S.p.A., Via Gaetano Negri 1 – 20123 Milano.

For specific matters dealt with by the Board of Statutory Auditors (complaints and objections pursuant to art. 2408 of the Italian Civil Code), the following procedures also are possible:
in writing, addressed to the attention of the Board of Statutory Auditors to:

  • Infrastrutture Wireless Italiane S.p.A., Via Gaetano Negri, 1 – 20123 Milano

by email, at:

If whistleblowing on matters dealt with by the Board of Statutory Auditors of INWIT is sent directly to the SB or the Audit Function, said Function will notify the receipt, ensuring immediate transmission to the Board of Statutory Auditors.

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Anti-Corruption Policy

The purpose of the present Policy is to provide a systematic framework for the management of corruption risks, by setting forth the standards and rules of conduct by which all addressees shall abide in order to ensure compliance with the Anti-corruption Laws.

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Stakeholder Engagement Management Policy

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.

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Policy Diversity&Inclusion

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.

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