La virtuosa connessione tra modello 231 e i fattori ESG

The Environment, Social and Governance factors in the organizational model envisaged by Legislative Decree 231/2001

The Council and the National Foundation of Accountants have published the document "Model 231 and ESG factors: the importance of a virtuous connection

Model 231

The organisation, management and control model is established by legislation in force for over twenty years (Legislative Decree 231/2001

From a governance perspective, Model 231 represents a management tool which, through traceability processes and the accurate assessment of risks and responsibilities, adequately responds to the need to structure organizations consistent with the size and complexity of the company capable of:

• promptly identifying crises;
• guaranteeing operational continuity;
• effectively managing risks;
• contributing to the sustainability and development of businesses.

The main protocols of the 231 Organizational Model are the Code of Ethics, the disciplinary system, the SB (Supervisory Body) and the set of specific procedures for the areas sensitive to the risk of crime.

Risk approach and conscious governance

Going beyond the traditional notion, for which value pertained to the maximization of profit in favor of shareholders, today the creation of value refers to all the stakeholders with which the company interacts and to the pursuit of common objectives and purposes of general interest, such as the protection of people's rights and respect of the environment.

This interpretation of the value determines that "the adequacy of the corporate structures must also be rethought according to the protocols established to safeguard the governance and the corporate control system responsible for the sphere of sustainability, for the purposes of evaluating and mitigating the possible impacts of the ESG phenomena on the equity or economic/financial balances of the company"

It is an approach that determines direct consequences on the organisational-administrative-accounting aspects of companies since it transforms sustainability into company objectives. From this perspective, the company must be based both on operational continuity which is based on economic development and on sustainability.

The increasingly strong and consolidated link between ESG factors and corporate governance is based on the principle of the risk approach, for example with reference to risks dependent on climate change which can be traced back to the company's business, to the product and/or service provided, to the production processes and the sites where the activity takes place.

ESG-231 link

The relationship between sustainability and the 231 model refers both to the criminal relevance of ESG factors to the extent that they legitimize the company to enjoy certain benefits (for example the assessment of the reliability of companies to which credit is granted by the banking system), and to the connection between the Sustainable Development Goals (SDGs) of the United Nations 2030 Agenda and the general interests protected by Decree 231.

From this perspective, Model 231 can represent a significant starting point for a governance that wishes to support the company in terms of sustainability, while at the same time acting as a compliance tool useful for strengthening the implementation of company procedures in an ESG key.

For example, compliance with the regulations relating to sustainability reporting can give rise to some cases to which attention should also be paid in relation to the commission of crimes, many of which are present in the 231 catalogue, including the risk of false corporate communications with the advent of the CSRD and the phenomenon ofgreenwashing.

The 231 model represents a valid tool for the achievement of further objectives beyond that of combating illegality.

The implementation of a 231 model, aimed at satisfying regulatory requirements, serves to regulate corporate action, defining the conduct to be followed in coherence with best practices, thus contributing to nourishing the culture of legality and can by managerial necessity also contribute to the implementation of a culture of sustainability which finds adequate foundation in the aforementioned global sustainability objectives defined at the UN.

The model 231 lends itself to being used as a conscious management system for companies with a view to sustainability, allowing:

• correct identification of staff tasks and responsibilities, in order to improve the organization and prevention of crime risks;
• an integration of company management systems, bringing the processes back to a unitary logic through coordinated internal rules, procedures and regulations;
• the perception of greater reliability by external interlocutors;
• greater attention and sensitivity towards sustainable development, the ethical rules governing the conduct of economic processes, as well as fairness in competition and in the remuneration of capital.

Therefore, it is clear that ESG factors and the 231 model play a fundamental role in the process of integration between 231 compliance and sustainability. The adoption of ESG rules of conduct not only makes the prevention of risks linked to the 231 model more effective, but also helps to avoid potential negative impacts on sustainability that could damage the entity and its stakeholders.