Corporate Governance


Sparkle's Corporate Governance is based on principles and rules organized in codes and procedures that must inspire the behavior of the entire Sparkle Group.

Our Governance is aimed at pursuing the values of fairness, transparency and accountability, which are considered key factors for managing Sparkle's business, in compliance with the Code of Ethics and Conduct of the Group.

This process, constantly monitored with a view to progressive improvement, is intended to ensure, in particular, the efficiency of company operations and entrepreneurial conduct, its transparency and verifiability, the reliability of information and accounting data, the compliance with applicable laws and regulations.

231 Organizational Model

Sparkle has adopted the "231 Organizational Model" pursuant to Legislative Decree 231/2001 to prevent crimes that could lead to the liability of the Company, if the offences are committed in the interest or to the benefit of the organization.

Following the entry into force of the Decree, Sparkle promptly adopted the 231 Organizational Model to prevent criminal and administrative offences that could be committed during the business activities. The 231 Organizational Model is a dynamic system, that impacts on the business operation and requires continuous monitoring and updating according to the changes of Law, to the relevant regulatory framework and to the feedbacks following its application.

Transparency, Correctness and Fairness are the inspiring values that ensures efficient performance of sensitive activities on prevention of the criminal offences that may give rise to the corporate liability of the Company.

The Organizational Model also constitutes an integral component of the reference compliance program for the application of anti-corruption legislation such as - in particular - the US Foreign Corrupt Practices Act and the UK Bribery Act. In this context, a foreign version has been done for adoption by the non-Italian subsidiaries, also taking account of the possible application of similar regulations at local level.

The current version (v. 7.1) of the 231 Organizational Model of Sparkle s.p.a. has been adopted by resolution of the Board of Directors of the Company. The new version has been updated and include tax crimes in the list of offences; the other offences contemplated in the company’s Organizational Model are: corporate crimes, corruption, unlawful inducement to promise or give profit, fraud against the state, hindering the operation of public supervisory authorities, undue receipt of disbursements, embezzlement, child pornography, manslaughter, serious or extremely serious injuries caused by workplace accidents, abuse of inside information, market manipulation, handling stolen goods and recycling, cyber crime, breach of trademark/patent rights and copyright, environmental crimes, employment of third country nationals who have stayed in the country illegally, criminal conspiracy and self-laundering.

The 231 Organizational Model, based on best practices, is structured according to a ‘cross compliance’ approach that takes into account the specific standard of control developed by the company: the Anti-corruption Management System, Internal Control System for Financial Reporting, Tax Control Framework, Safety Management System and Environmental Management System.

Below is a brief description of the MO 231.

  • Subdivision into:
    • General Section, describing the characteristics of the Organizational Model;
    • Special Section, describing Sensitive Processes/Activities, associated 231 offences and control measures;
    • Annexes: Code of Ethics and Conduct; Offences/Processes/Function/Procedures Correlation Matrix, Technical-regulatory annex.
  • Role of the Supervisory Board The functions of the Supervisory Body are assigned to the Board of Statutory Auditors, which oversees the operation and observance of the Organizational Model and reports to the Board on the examination activities which it has performed and the corresponding outcomes. In this regard, the Board of Statutory Auditors is supported by the Compliance Department. Composition of the current Supervisory Board: Francesco Schiavone Panni (Chairman), Roberto Vavalà, Giuseppe D’Agostino.
  • Sensitive Processes and identification, with respect to each process, of: o Sensitive Activities, that are potentially exposed to the risk of commission of 231 offences; o definition of control standards and rules of conduct; o definition of specific correlation matrix: i) sensitive activity/category of offence; ii) sensitive activity/specific control standard.
  • Information flows to Supervisory Body.

Sparkle 231 Organizational Model represents the reference standard for definition of the distinct 231 Organizational Models to be adopted by the companies of TIM Group.

Download and consult the 231 Organizational Model (Italian Version)

Code of Ethics

The Code of Ethics is the apex of the entire corporate governance system: it is our charter of values, and provides the body of principles serving to ensure an ethically-oriented conduct of business based on transparency, correctness and fairness. The Code of Ethics, gradually adopted by all the Group companies, sets the values of business activity with reference to the “addressees of the Code”: the members of the corporate bodies, the management and workers of all Group Companies.

Compliance with the Code must also be guaranteed by external collaborators and, where envisaged in the company procedural system, by third parties that do business with the Group. In the same way as all the other corporate governance instruments, the Code of Ethics is constantly reviewed and compared with changes in the regulatory framework, reference standards, and operational and market practices, with account also taken of the feedback from the monitoring by Control Governance departments of the Group.

The current version, updated as of 3 October 2013, adopts a new graphic presentation, an overall simplification of the text with the recall, at the beginning, of the Group values.

Download and consult the Code of Ethics

Anti-Corruption Consists

in a systematic framework to counter corrupt practices.

Download and consult the Anti-Corruption Procedure

Human Rights

Our commitment on respecting Human Rights dates back to many years ago. In 2015 we also adopted a policy, the purpose of which is embedding the Human Rights in TIM Group’s operations.

We respect the Human Rights of every individual and do not discriminate on the basis of religion, age, sex, sexual orientation or gender identity, political opinion, social status and origin, race or ethnicity, color, language, physical or mental disability; we treat all of our people fairly and honestly, regardless of their jobs.

Download and consult the Human Rigths Policy

Whistleblowing

The Whistleblowing Procedure governs management of allegations related to alleged violations of the Code of Ethics and of Conduct, the Policy for Respect of Human Rights, the 231 Organizational Model, internal procedures or Laws or Regulations with reference to the activities or services of Telecom Italia Group interest, as well as complaints regarding matters of the direct and sole responsibility of the Board of Statutory Auditors of Telecom Italia (acting also as the Audit Committee).

Download and consult the Whistleblowing Procedure

Code of conduct GLF

The ITW Global Leaders' Forum (GLF) is committed to eradicate fraud from the wholesale telecom industry. This requires a concerted effort by every industry player, to work collaboratively against a criminal enterprise that costs the industry an estimated $17 billion per year. The GLF has taken the lead in this effort and, in partnership with the i3forum, has launched a Code of Conduct to bring carriers together to fight fraud in international telecoms.

The code is a set of six key principles that all carriers should adhere to.

The launch of the Code of Conduct represented the first step in the industry’s collective effort to eradicate fraud. This is followed by carriers taking action to reduce fraud on their networks and report the outcomes at an industry level.

Download and consult the Code of conduct GLF