Ethics & Compliance

Ghella is a leading Company in the construction of major infrastructure projects worldwide.

We build excellence in a sustainable and innovative way to leave a better World to the next generations.

We value and believe in our people. We operate at the highest standards of behaviours and ethics.

We provide active leadership and foster trust, openness and collaboration to develop best teamwork.

Innovation is imperative. We maintain internal challenge to continually deliver new solutions for a progressive World.

In respect of our tradition, as infrastructure builders, we are always a step ahead on safety.

We act for the future and strive to protect the environment minimizing our footprint.

Successful engagement and approach to communities and stakeholders is of main focus, contributing to the achievements and consensus of our Projects.

Integrity is part of our company DNA as we strive to operate at the highest standards of ethics and compliance and foster transparency at all levels of the organisation.

We equipped ourselves with a Compliance Programme aimed at providing people with a clear framework and specific guidance on this topic.

Our Code of Ethics sets the principles and rules of conduct that guide our behaviours.

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Our Anti-corruption Guidelines provide our workforce, contractors and partners with a set of guidelines for identifying and preventing potential corruption and bribery events and implementing our zero tolerance for corruption approach.

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Our Compliance System, Model 231 outlines how the company has organised to specifically prevent breaches to the Italian Legislative Decree n. 231/2001.

Legislative Decree no. 231/2001 introduced the criminal liability of legal entities/companies, together with that of the natural person who has materially committed the illegal fact, into the Italian legal system. Such provision adapts the Italian legislation to international conventions previously signed by Italy.

In order to increase the Company’s capability to effectively avoid the risk of committing offences, Ghella decided to integrate its own organisational systems by adopting the so-called “Model 231”. Specific crimes covered by Decree n.231 also relate to the following offences:

  • corruption;
  • crimes against industry and trade;
  • human rights crimes;
  • health and safety crimes;
  • money laundering;
  • environmental crimes;

An autonomous, independent and professional Supervisory Body is entrusted with monitoring, controlling and updating the Model and the Code of Ethics adopted by Ghella.

Model 231, drafted in accordance with international best practices, was adopted by Ghella with a Board resolution on June 27, 2006. The Model is updated regularly in accordance with legislative and organisational changes. The last update was adopted following a Board of Directors resolution on July 24, 2017.
 

Dignity and respect for people are at the core of our corporate culture. 

Our Human Rights Guidelines offer our workforce, contractors and partners a set of guidelines for identifying and preventing potential infringements to Human Rights, thus providing the tools to avoid Human Rights abuses occurring within our control.

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Our Whistleblowing Policy provides information on the channels available within our organisation for confidential reports of inappropriate or unlawful conduct or violations to our Compliance Programme.

Ghella is committed to preventing and acting promptly on events that may undermine its values and vision. For this reason, Ghella has established a whistleblowing web portal to encourage and guide the reporting of any inappropriate / unlawful conduct or violation of the so-called “Compliance Program” of the company and to guarantee a fair, impartial, prompt and confidential evaluation of potential claims by our employees, interns, subcontractors, suppliers and consultants.

Ghella’s Compliance Program consists of the Code of Ethics, the Anti-Corruption Guidelines, the Human Rights Guidelines, the Organizational Model pursuant to Legislative Decree 231/01 (MOG 231) and any other policy in compliance with local legislation that may be adopted by Group companies located abroad.

What to Report

Whistleblowing reports should specifically concern alleged breaches to Ghella’s Compliance Program, to its internal procedures or illegal conduct pursuant to the legislation in force.

Commercial claims or reports of events/facts subject to ongoing judicial or administrative proceedings monitored by Ghella’s Legal Department are excluded from the scope of this policy.

Should the nature of the report fall outside the scope of this policy, a more relevant Ghella policy or process, where available, will be indicated by the recipient of the report.

How to make a Report

Reports must be made in writing and include a detailed description of the alleged breaches/violations, using the guided procedure available on the company web portal at the following link:

Ghella.com/whistleblowing

Reports, both sent via the web portal or by post, should be addressed to:

  • Body (Organismo di Vigilanza) for reports concerning the parent company Ghella S.p.A.;
  • General Counsel of Ghella S.p.A., for reports concerning Ghella’s foreign subsidiaries.

In addition to the web portal, reports of alleged violations of the MOG 231 can be sent to the Supervisory Body of Ghella S.p.A. using the standard e-mail address: odvghella@ghella.com.

Minor concerns may be resolved, without the need for a formal report, by talking directly to the person whose conduct is causing concern or with one’s line manager or alternatively with Compliance Managers.

Please refer to Annex 1 for a list of the channels available for reporting and the Compliance Managers list.

Handling and analysis of reports

The Supervisory Body (Organismo di Vigilanza- OdV) or the General Counsel are formally responsible for receiving and handling Whistleblowing reports and have the duty to ensure appropriate follow-up.

Each report will be considered carefully by the Supervisory Body or by the General Counsel who will conduct an accurate analysis, with the support of local Compliance Managers. This will be confidential and will be aimed to obtain information by the departments concerned and/or by other individuals involved.

Should a report not contain sufficient details, the Supervisory Body or the General Counsel may request additional information from the whistleblower. In order to keep track of communications, ensure transparency and facilitate a formal assessment, written communication is to be preferred throughout the process

The analysis and investigation phases will be addressed and processed within 90 days, unless the nature of the reported issue requires additional time.

The Supervisory Body and the General Counsel will keep reporting individuals informed on the progress of their claim. In particular, they will notify them when the claim has been duly processed and when the investigation has been concluded. Where possible, Ghella will provide feedback to the whistleblower on the outcome of investigation. It should be noted, however, that it may not be possible to give detailed information regarding the actions taken by the Group when this may infringe legal duties, including the privacy and data protection rights of the persons involved or trade secrets or confidentiality undertakings previously accepted by the Group.

All reports must be recorded and all attached documents, including those produced or acquired during the analysis phase, will be appropriately filed.

In the unlikely event of all available internal reporting channels failing to provide a reasonable or efficient remedy to the reported breach, as a last resort, a good faith report to the police or state prosecutors may represent an alternative potential option to report a breach. Appropriate counselling is advised before taking such step.

All recipients of reports mentioned in this policy have the duty to treat sensitive information such as personal data in line with the General Data Protection Regulation (GDPR) and Data Protection Laws.

Whistleblower Protection and disciplinary measures

Reports and the information contained within them, as well as the identity of the individuals submitting the report (if this has been shared), will be treated confidentially. The identity of the whistleblower will not be revealed without their prior written consent, unless required otherwise by law.

It is also acceptable to report anonymously, with no disclosure of personal data. It should be noted, however, that this choice may make the resolution of the reported issue more complex, in cases when additional information may be needed from the whistleblower for a successful investigation.

Ghella is committed to fully protect whistleblowers from repercussions or any form of disadvantage or discrimination at the workplace linked to or resulting from submitting a report.

Whistleblowers reporting internally a concern in good faith will not be prosecuted and no action will be taken against them in cases when the information provided cannot be proven or becomes irrelevant or insufficient to address the report. If additional relevant information emerges after a report is made, the whistleblower is encouraged to report this to Ghella immediately, regardless of whether this information supports or invalidates the original report.

Ghella will also take appropriate disciplinary measures in case of bad faith reports, violation of the internal procedure system or relevant applicable laws, and/or for carrying out threats or retaliation against individuals submitting reports.

Disciplinary measures will be proportionate to the extent and severity of the misconduct ascertained and may go as far as termination of employment.

This policy is communicated to our employees as part of the mandatory induction process and it is available to all stakeholders via the company’s website and the intranet.

It is reviewed annually during management system reviews to ensure it is consistent with the company's mission and vision.
 

Enrico Ghella
Chairman, January 2021