We have adopted a set of corporate governance rules, processes and organisational structures geared towards correct and efficient corporate governance in compliance with the laws and regulations of the Ferrovie dello Stato Italiane Group.
We are committed to spreading the culture of transparency and respect for the principles of fairness and non-discrimination, initially dictated by Legislative Decree 188/2003, later replaced by Legislative Decree 112 of 15 July 2015, by which Directive 2012/34/EU of 21 November 2012 (the so-called “recast directive”) was implemented in Italy.
Our work is inspired by the Ferrovie dello Stato Italiane Group's Code of Ethics and a complex internal control system.
Together with the entire FS Italiane Group, we adhere to the United Nations Global Compact, which promotes the construction of a sustainable global economy, respectful of human and labor rights, environmental protection and the fight against corruption. The Anti-Corruption Policy of the FS Group is a clear and unequivocal expression of the principle of zero tolerance for corruption on which the FS Group bases its business, in the belief that acting legally and with integrity, in addition to being a legal obligation and a moral duty , reflects on the achievement of the objectives and on the reputation of the individual Companies and of the Group and contributes to creating value, also towards the stakeholders, with a view to pursuing sustainable success.
A "Charter of Fundamental Rights and Duties" expressing the responsibilities, ethical and social commitments undertaken to establish and maintain a relationship of trust with our internal and external stakeholders.
The rules and principles presented in the Code of Ethics shape our individual and collective decisions for the best pursuit of the interests involved.
As required by the Ferrovie dello Stato Italiane Group's Code of Ethics, we have set up our own Ethics Committee, which is responsible for advising and steering the company’s activities.
The Ethics Committee is made up of:
Notifications of possible violations of the Code of Ethics must be sent to the Ethics Committee:
The 231 Model is the internal control system adopted by each company in order to prevent the risk of crimes being committed by persons operating within or on behalf of the company in the interest or to the advantage of company.
The adoption and effective implementation of the 231 Model is necessary to exempt the entity from administrative liability pursuant to Italian Legislative Decree 231/2001.
In our Model, we describe the system of rules applied in each area of the company with regard to the definition of the organisational documents and the organisation in force; the delegation of responsibility system and the conferral of powers (proxies); human resources management, training and coaching; the remuneration and incentive system; management control and the disciplinary and penalty system. In the special section, we present the internal audits (rules, procedures and protocols) adopted in the operational management of individual processes to prevent offences that may be committed in specific areas of activity.
As required by Legislative Decree 231/2001, we have set up a Supervisory Board, headed by Massimiliano Lei, entrusted with the task of defining the Organisational, Management and Control Model and supervising, continuously and independently, its effective functioning and compliance. The Supervisory Board has the objective of preventing the offences provided for in the Model, including corporate offences, offences against the Public Administration, occupational safety offences, computer offences and other offences committed by staff at various levels of responsibility in the interest or to the advantage of the company.
The 231 Model is an integral part of the broader Internal Control System safeguarding against risks and aimed at pursuing, in compliance with corporate strategies, the effectiveness and efficiency of corporate processes; the safeguarding of corporate assets; the accountability and integrity of information; and the compliance of operations with legislative, regulatory and contractual provisions, as well as internal policies, plans, regulations and procedures.
Accordingly, we have adopted, in compliance with specific legal provisions, organisational models to manage occupational safety (Legislative Decree 81/2008), protect personal data (Legislative Decree 196/2003) and preserve and rationally use energy (Law 10 of 9 January 1991). Our Internal Control System is also inspired by international standard references such as quality management systems (ISO 9000), occupational health and safety (OHSAS 18001), environmental protection (ISO 14000) and information security (ISO 27000).
Our commitments to railway operations safety, quality, environmental protection, occupational health and safety are formalised in the Integrated Safety, Environment and Quality Policy.
We want to emphasise our commitments and achievements in offering quality services based on the principles of free competition, equal treatment, non-discrimination and transparency as well as economic, environmental and social sustainability criteria. We also place considerable importance on the management of the company's and its customers' information and data and the integrity, confidentiality and availability thereof.
We have opted for a controlled management of the company's processes and risks in railway operation safety, quality, environmental protection, occupational health and safety through the design, implementation and continuous improvement of a single Integrated Management System.
This System is currently compliant with international standards ISO 45001 (Worker Health and Safety), ISO 9001 (Quality), ISO 14001 (Environmental Protection) and the requirements of EU Regulation 2018/762 (Railway Safety).
In February 2022, we received the AEO “Authorised Economic Operator” authorisation from the Customs and Monopolies Agency.
Management of Whistleblowing Reports
Pursuant to Legislative Decree No. 231/2001, the FS Group's Code of Ethics, laws or regulations, Terminali Italia S.r.l. has adopted a process for receiving, analysing and processing reports (including anonymous reports) on Rete Ferroviaria Italiana S.p.A. (hereinafter the “Company”) submitted by Third Parties or by FS Group's employees, to help prevent any unlawful acts, irregularities or conduct in breach of the Organisational, Management and Control Model.
The process complies with the regulatory changes introduced by Legislative Decree No. 24 of 10 March 2023 implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of whistleblowers who report violations of European Union law and on provisions concerning the protection of whistleblowers who report violations of national laws (so-called “Whistleblowing Decree”).
Terminali Italia S.r.l. has a dedicated IT platform available to web users, which is the preferred channel for sending reports, as it is most suitable for guaranteeing, using IT methods, the confidentiality of the Whistleblower's identity and adequate information security measures.