GOVERNANCE
Legislative Decree No. 231/01 introduced the framework governing the administrative liability of legal entities for certain offences committed in their interest or to their advantage by individuals holding senior management positions or by persons subject to their direction or supervision within the organisation. Under this legislation, an entity may be subject to financial penalties and disqualifying sanctions.
In order to avoid incurring such liability, the entity must demonstrate that it has:
- adopted and effectively implemented an Organisational, Management and Control Model suitable for preventing the categories of offences covered by the legislation;
- entrusted a Supervisory Body, vested with autonomous powers of initiative and control, with the responsibility of overseeing the implementation of and compliance with the Model, as well as ensuring that it is kept up to date.
In accordance with these principles, on 4 September 2025, the Board of Directors of Voxi Group S.r.l. adopted the Organisational, Management and Control Model (also referred to as the “MOG” or “Model 231”) in compliance with the provisions of Legislative Decree No. 231/01. At the same time, the Board appointed the Supervisory Body, entrusting this role to Attorney Damiano Giunti, a member of the Florence Bar Association. The Company’s Code of Ethics and the General Section of the Organisational, Management and Control Model pursuant to Legislative Decree No. 231/01 can be downloaded by clicking the buttons below:
In accordance with these principles, on 4 September 2025, the Board of Directors of Voxi Group S.r.l. adopted the Organisational, Management and Control Model (also referred to as the “MOG” or “Model 231”) in compliance with the provisions of Legislative Decree No. 231/01. At the same time, the Board appointed the Supervisory Body, entrusting this role to Attorney Damiano Giunti, a member of the Florence Bar Association. The Company’s Code of Ethics and the General Section of the Organisational, Management and Control Model pursuant to Legislative Decree No. 231/01 can be downloaded by clicking the buttons below:
WHISTLEBLOWING
Law No. 179/17 amended the provisions of Legislative Decree No. 231/01, introducing an obligation for all companies that have adopted an Organisational, Management and Control Model to implement a system enabling their employees to report any unlawful activities of which they become aware in the course of their work. This amendment introduced paragraph 2-bis into Article 6 of Legislative Decree No. 231/01, thereby extending whistleblowing regulations to the private sector.
Whistleblowing legislation was subsequently amended following the entry into force of Legislative Decree No. 24/23, which transposed Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law.
This decree requires companies that employed an average of at least 50 workers during the previous year, or that operate in the sectors of financial services, products and markets, prevention of money laundering and terrorist financing, and transport safety (even if they did not employ an average of 50 employees during the previous year), or companies that have adopted an Organisational, Management and Control Model pursuant to Legislative Decree No. 231/01 (even if they did not employ an average of 50 employees during the previous year), to establish their own reporting channels.
These channels must ensure, including through the use of encryption tools, the confidentiality of the identity of the reporting person, the person concerned and any other person mentioned in the report, as well as the content of the report and any related documentation.
For this reason, Voxi Group has decided to adopt a protocol governing this matter.
Under this policy, reports may concern any breaches, including suspected breaches supported by reasonable grounds, of national or European Union legislation that harm the public interest or the integrity of the company and that occur within its organisation.
The types of breaches that may be reported are described in Articles 4 and 6 of the Whistleblowing Protocol, to which reference is made.
Reports may also concern breaches that have not yet occurred but that could reasonably be expected to occur on the basis of concrete evidence. Furthermore, any information relating to conduct intended to conceal the commission of such breaches may also be reported.
Under the new Protocol, the following reporting channels are available:
- In writing, by registered letter addressed to the Whistleblowing Officer at the registered office of Voxi Group S.r.l., Via G. Marconi, No. 30, 50131 Florence (FI), Italy. The report must be placed in two sealed envelopes: the first containing the reporting person’s identification details together with a photocopy of their identity document; the second containing the report itself. Both envelopes must then be placed inside a third sealed envelope bearing the wording “CONFIDENTIAL – FOR THE ATTENTION OF THE WHISTLEBLOWING OFFICER” on the outside;
- Orally, through the WhatsApp application using the Whistleblowing Officer’s telephone number (+39 334 2671464), or, at the request of the reporting person, through an in-person meeting with the Whistleblowing Officer, which must be arranged within 15 days of receipt of the request.
In accordance with these principles, on 4 September 2025, the Board of Directors of Voxi Group S.r.l. adopted the Organisational, Management and Control Model (also referred to as the “MOG” or “Model 231”) in compliance with the provisions of Legislative Decree No. 231/01. At the same time, the Board appointed the Supervisory Body, entrusting this role to Attorney Damiano Giunti, a member of the Florence Bar Association.
The Company’s Code of Ethics and the General Section of the Organisational, Management and Control Model pursuant to Legislative Decree No. 231/01 can be downloaded by clicking the buttons below:
The management of the internal reporting channel has been entrusted to an external consultant who has been appointed as the company’s Whistleblowing Officer. The Whistleblowing Protocol can be downloaded below.