Corporate Governance

Policies and 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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Inside information and internal dealing procedure

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.

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Whistleblowing Policy

“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:

  • via the web portal;
  • in writing to the attention of the Internal Audit Director or the Head of Risk, Compliance & Corporate Security, at the address “Infrastrutture Wireless Italiane S.p.A., Largo Donegani 2 – 20121 Milan”;
  • by means of a verbal communication issued to the Internal Audit Director or the Head of Risk, Compliance & Corporate Security (e.g., by private meeting or telephone call) or by using the voice messaging functionality of the Whistleblowing portal, whether anonymously or not.

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.

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Anti-Corruption Policy

On December 16, 2021, in line with the company’s ethical values, the Board of Directors approved the INWIT 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 in relations with internal or external subjects, whether public or private.

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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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Policy Quality, Environment, Health and Safety

Document formalising INWIT’s commitment to health and safety for its employees and suppliers, reduction of environmental impacts, continuous improvement of business processes.

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Energy Policy

This document formalizes INWIT’s commitment to carry out its activities pursuing the principles of continuous improvement of its energy performance.

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Gender Equality Policy

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.

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Policy Responsible Lobbying

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.

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