[G4-SO3a] Corruption is widely recognised as one of the main factors threatening socio- economic growth and the well-being of the population. Preventing corruption has always been an important part of the TIM internal control system in all its companies. Over time, oversight and control systems have evolved and the scope of its companies has changed.
We shall focus here on the Group’s existing scope, which consists of the Domestic Business Unit (including all the domestic commercial and technical activities relating to the telephone service and the media, Sparkle, INWIT and Olivetti) and Brazil (see The TIM Group/Group profile).
[G4-DMA Anti-corruption] The Group’s system for identifying, preventing and controlling corruption risks is the “231 Organisational Model”, a compliance programme for preventing offences pursuant to Legislative Decree 231/2001 which can result in administrative responsibilities being placed on the Company, pursuant to Legislative Decree 231/2001. Also adopted since December 2012, is the Group Anti-Corruption Policy referred to in 231 Organisational Model. The Group Organisational Model and the Brazilian Organisational Model identify the processes that are at risk of corruption offences, including: management of relations with public entities (e.g. management of inspections and procedures, representing the Company’s position in respect of the Authorities, requesting authorisations, managing subsidised loans, tender notices), negotiations with customers (commercial negotiations, calls for tenders), identification and management of counterparts in commercial relations, partnerships, joint ventures, purchase of shareholdings, purchase of goods and services, consulting and professional services. In 2016, due diligence was adopted as a stage in the evaluation of counterparts in the sensitive areas identified by the Anti-Corruption Policy. As regards Brazil due diligence was adopted as part of the procurement process (suppliers of goods and services/consultancy and professional services).
231 Organisational Model consists of:
- the Code of Ethics and Conduct of the TIM Group, where the general principles (transparency, fairness, loyalty) that guide the Company in the organization and conduct of business are indicated;
- the “general principles of internal control”, as a blueprint for achieving the objectives of operational efficiency and effectiveness, reliability of financial and management reporting, compliance with laws and regulations, safeguarding of company assets against possible fraud;
- the “principles of conduct”, which consist of specific rules for relations with third parties and for all fulfilments and activities of a corporate nature;
- the “internal control check-lists” that describe business processes at risk of crime, any predicate offences relating to them, the preventive control activities and the behavioural indications aimed at avoiding the related risks.
The Internal control check-lists have been developed according to the following principles: (i) the separation of roles in undertaking the principal activities involved in business processes; (ii) the traceability of decisions, to allow for identification of the points of responsibility and the motivations for the decisions themselves; and (iii) the objectification of the decision-making processes, so that decisions are not made on the basis of purely subjective considerations, but based on pre-established criteria.
[G4-SO3b] The areas identified as being at risk of corruption are:
- gifts and entertainment expenses
- events and sponsorships
- donations/membership fees/contributions to non-profit organisations
- consulting, intermediation, relations with business partners and suppliers
- joint ventures, acquisitions and transfers
- sale of goods and services
- relations with Institutions/Authorities
- authorisations and concessions
- subsidised financing
- legal and arbitration proceedings
- health and safety at work obligations
- environmental protection obligations
- staff selection and recruitment
- operations carried out by the Executive Directors
[G4-DMA Anti-corruption] It is specifically prohibited to directly or indirectly receive, demand, give, offer and authorise compensation of any kind, gifts, benefits of an economic or other useful nature to or from a public or private subject and/or the body such subject directly or indirectly represents that: (a) exceed a modest value and the reasonable practical limits of courtesy and, in any event, (b) are capable of being interpreted as designed to unduly influence the relations between the Group Companies and the aforementioned subject and/ or body it directly or indirectly represents, irrespective of the aims pursued, including exclusive aims, in the interests or to the benefit of the individual Company or Group.
Nor are “facilitation payments” permitted. These are unofficial modest payments made to speed up, favour or secure the execution of a routine or otherwise expected activity that is part of the duties of the public or private subject with which the Group companies has relations.
The aforesaid principles are stated in a specific Group Policy on the fight against corruption, which focus in particular on donations, gifts and/or participation in charitable organisations, foundations, non-profit organisations, providing for contributions to be made exclusively to organisations with a proven reliability and recognised reputation, subject to due diligence, and in accordance with the budget prepared on the basis of cost-effectiveness and reasonableness criteria.
[G4-DMA Anti-corruption] The above areas are the criteria by which processes or activities are judged to be at risk or not (each process/activity is at risk if it includes these areas1).
The Organisational Model is complemented by the Supervisory Body, which is responsible for supervising the operation of the Model, ensuring it is complied with and updating it. Pursuant to Legislative Decree 231/01 article 6(4bis), the functions of Supervisory Body are assigned to the Board of Statutory Auditors appointed by the Shareholders’ Meeting of May 15, 2012. Amendments to the Model are drafted by a Group managerial committee called Steering Committee 231, briefed by the Supervisory Body and approved by the Board of Directors when of a significant nature. In order to support the Supervisory bodies of the Companies belonging to the Group, the Compliance Department of TIM includes a specific structure (Compliance 231) in charge of managing violations of the Organisational Model and carrying out specific compliance interventions also according to the evidence received via the information flows established inside the Group.
[G4-SO3a] The 231 Organisational Model currently covers all the Group’s Business Units, and [G4-SO4] was approved by the Board of Directors of TIM S.p.A. in 2003 (the subsequent amendments were also approved). On 30 September 2016, the Board of Directors of TIM S.p.A. approved the updated version of the Group Anti-Corruption Policy, which, among other things, requires the “Facilitated Finance” process to be included among the “Sensitive Areas” and includes new references to the validation of counterparts (anti-corruption due diligence), disciplinary measures and the Group Whistleblowing procedure. The adoption of the new version of the policy by the Boards of Directors of the relevant national and foreign subsidiaries is also expected. Furthermore, in August 2014, the Board of Directors of Tim Participações approved the Organisational Model in accordance with the local anti-corruption law (Ley 12846/13) and the relevant provisions required at Group level. On 6 October 2016, the Board of Directors of TIM Participações approved a new version of the Organisational Model which includes specific references to extending the application of the Model to private entities. Previously, Brazil had adopted corruption prevention procedures, including the Anti- Corruption Policy of May 2013.
[G4-SO4] In the case of Italian companies, 231 Organisational Model and the anti-corruption policy are communicated to all employees while commercial partners are required to confirm their adherence to the principles contained therein2. In Italy, in 2015, e-learning training on the 231 Organisational Model and anti-corruption aspects was completed. Note also that the on-boarding training provided to new recruits at TIM S.p.A. included specific anti-corruption sessions. In 2016, 1,208 employees completed a digital learning model on the handling of inside information at workstations (Market Abuse). In general, the training campaigns are not necessarily annual but depend on changes made to the Model or other organisational requirements.
In 2016, a digital learning model was developed on matters relating to the new version of the Anti-Corruption and Whistleblowing Policy aimed at the employees of TIM S.p.A. and Italian subsidiaries. The training is planned for 2017.
E-learning training campaigns run in Italy*
*Unit of measurement: People
In Brazil, communication on anti-corruption matters, with employees and partners, was launched in 2014 and new classroom training activities were delivered during 2015 aimed at the departmental focal points, the people who manage relations with public bodies and legal advisors. Finally, the awareness-building activities on anti-corruption matters included the dissemination of the Code of Ethics. With regard to TIM Participações in particular, the e-learning course was completed by employees (approximately 100% of the target – 10,000 employees).
[G4-DMA Anti-corruption] Employees are trained every time the Organisational Model undergoes substantial changes TIM has made the e-learning training module on the 231 Organisational Model and anti-corruption aspects available to company bodies of all national subsidiaries.
[G4-SO5] No incident of corruption has taken place in the Group companies in the past 3 years, nor have any legal proceedings been started on grounds of corruption against Group companies in the same period. With regard to suppliers, in the past 3 years TIM has never terminated a contract for reasons related to corruption. Only on one occasion, in 2014, has TIM suspended new activities with a supplier because it was charged with corruption.
[G4-DMA Anti-corruption] TIM is a member of the “231 and Legality” Working Group organised as part of the initiatives taken by Confindustria and participates in the working groups set up at B20 for implementing the recommendations made at G20/B20 level on anti-corruption matters. In this context, an international version of the Anti-Corruption Educational Toolkit for SME’s was produced. An Italian version of the toolkit for SMEs members of Confindustria is planned. As part of the “Legalità/231” working group, the toolkit is expected to be adopted during 2017.
Furthermore, an anti-corruption training project for primary and secondary schools is being planned. Contact has been made with the Ministry of Education to finalise the launch of the pilot project in secondary schools in Piedmont.
1 Furthermore, TIM’s procedures for transactions with related parties specify all the measures to be adopted in order to mitigate the risk associated with these transactions (the procedures are approved by the Board of Directors and are published at http://www.telecomitalia.com/tit/en/about-us/governance-system/procedures.html).
2 Commercial partners include suppliers of orders worth over 3,000 euros, joint ventures, consultants.