MODELO 231

Miriade Spa has adopted an organizational, management and control model (the “Model”) as required by Legislative Decree no. 231 of 8 June 2001, in particular Articles 6 and 7 (the “Decree”).

This Decree introduced the administrative liability of legal entities, companies, and associations, even those without legal personality. Pursuant to Article 5 of the Decree, the company is liable for crimes committed in its interest or to its advantage:

by persons who hold representative, administrative or management roles within the entity or within one of its organizational units with financial and functional autonomy, as well as by persons who exercise, even de facto, management and control over the same;

by persons subject to the direction or supervision of one of the entities referred to in point 1.

Therefore, in order to avoid any liability and to better ensure compliance with the aforementioned legislation, Miriade has long established a Supervisory Body with independent powers of initiative and control. This body is responsible for overseeing the functioning and compliance with the Model and ensuring that it is suitable for preventing the commission of the so-called predicate crimes.

This Supervisory Body, on the basis of the documentation acquired and the information received, in compliance with the requirements and tasks set out in Article 6 of the Decree, verifies

the adequacy of the organizational and management model;

the adequacy of interventions aimed at eliminating so-called "non-conformities" through corrective and preventive actions;

• the consistency and effectiveness of the delegations issued by the company;
• the data collected in audit reports and company registers, with particular regard to the progress of financial statements and accounting audits;
• compliance with legal requirements and company procedures by company personnel.

Furthermore, in compliance with the provisions of the aforementioned Article 6 of the Decree, the Supervisory Body has the task of:

i) monitor compliance with the Model, as well as compliance with the requirements and information flows by senior management;

ii) monitor the effectiveness and adequacy of the Model, in relation to the corporate structure and the actual capacity to prevent the commission of the crimes referred to in the Decree;

iii) identify and propose to the Board of Directors additions, updates, and/or modifications to the Model, in relation to changes in applicable legislation, changes in company operations and internal organizational structures, or the subsequent need to develop more effective preventative procedures within the company.

The channel allows individuals, while ensuring the utmost confidentiality of the whistleblower’s identity, including persons holding roles of representation, administration or management within the entity, individuals reporting to them, as well as customers of the various points of sale, to submit reports aimed at safeguarding the integrity of the entity concerning:

• detailed reports of unlawful conduct relevant pursuant to Legislative Decree 231/2001, supported by precise and consistent factual elements;
• violations of the Organisation and Management Model;
• violations or non-conformities relating to Gender Equality principles, including discriminatory conduct, harassment, or behaviours that are not aligned with the UNI/PdR 125:2022 guidelines.

The link below allows users to submit reports of unlawful conduct and/or violations of the Organisation and Management Model in an anonymous format.

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