Taking into consideration the listing of the Company’s shares on the STAR segment
of the Italian stock exchange market (MTA) organised and managed by Borsa Italiana
S.p.A.,
d’Amico International Shipping S.A.
has been requested, in compliance with article 2.2.3 paragraph 3 letter k) of the
Regulation of the markets organized and managed by Borsa Italiana S.p.A. to adopt
and further implement the organizational, management and control model in compliance
with article 6 of the Italian Legislative Decree 231/2001 as more precisely described
hereafter.
Italian Legislative Decree n. 231 of 8 June 2001
introduced the administrative liability of legal entities and their respective bodies
for specific types of criminal offences provided under the Italian Criminal Code
(such as the crimes against the Italian public authorities, corporate crimes, market
abuse etc.) and committed and prosecutable in Italy by subjects having the functions
of representing, administering or directing the legal entity or one of its administrative
units having a financial and functional autonomy or by part of their "staff' in
the interest or to the benefit of the company.
In introducing these rules on corporate liability, the decree provides, however,
for a specific form of exemption from liability if the company proves to have adopted
and effectively implemented an appropriate
Organizational,
Management and Control Model (hereinafter the "
Model")
in order to prevent such crimes and that the responsibility for supervising the
functioning and the observance of the
Model
and for updating it is being entrusted to a specific body ("
Supervisory
Committee") of the legal entity provided with autonomous powers of initiative
and control.
On 12 March 2008 the Company adopted the
Model
serving to prevent the perpetration of crimes falling within the scope of Decree
231/2001. The adopted
Model, however, goes
beyond the mere application of the provisions of Legislative Decree 231/2001 and,
by implementing the fundamental principles of the
Code of Ethics, provides a paradigm
for the conduct of all those who act in the Company's name and on its behalf.
The
Supervisory Committee was appointed by
the
Board of Directors on 12 March 2008 and
is charged with has the following duties:
- supervising the effectiveness of the Model,
putting in place control procedures for specific actions or specific acts carried
out by the Company, also coordinating with the other corporate functions in order
to put in place a better monitoring of the activities at risk;
- periodically checking the efficiency and adequacy of the
Model, ascertaining that the elements provided in the individual special
parts for the different types of crime are adequate for the requirements of the
observance of what is laid down in the Decree and conducting recognitions on the
corporate activities in order to update the mapping of the activities at risk;
- evaluating the advisability of updating the Model
when necessary to update it in relation to corporate requirements or conditions;
- assuring the information flows necessary also through promoting suitable initiatives
for an awareness and understanding of the Model
and co-operating in the drawing up and supplementing of internal rules.
The Company’s
Supervisory Committee consists
of three (3) members appointed after due evaluation and consideration of the following
requisites required by the L.D. 231 for such function:
- autonomous initiative capacity;
- independence;
- professionalism;
- continuity of action;
- absence of any conflict of interest;
- honourableness.