Code of Ethics
Cimolai is committed to contributing, with a sense of responsibility and moral integrity, to the development of the Italian economy and the civil progress of the country.
We believe in the value of work and consider legality, fairness and transparency to be fundamental prerequisites for achieving our economic, production and social goals.
The corporate governance model defines the roles and responsibilities of the corporate bodies, ensuring the balanced operation of the company and an effective internal control system. The governance system of Cimolai S.p.A. is geared towards maximizing value, controlling risks, maintaining and developing relationships of trust with its stakeholders, as well as protecting and safeguarding the environment and the local area for sustainable and inclusive development.
Il diagramma rappresenta un sistema di governance in cui il Board of Directors guida l’azienda e coordina gli organi di controllo e gestione. Il Board of Statutory Auditors e la Società di Revisione assicurano la correttezza amministrativa e contabile, mentre l’Supervisory Body monitora l’applicazione del Modello 231. Il Executive Committee supporta l’indirizzo strategico e il Senior Management Team gestisce l’operatività quotidiana. Insieme, questi organi garantiscono trasparenza, controllo e una gestione efficace.
Pursuant to the Articles of Association, the Company Cimolai S.p.A. is managed by a Board of Directors. The Board is currently composed of 5 members appointed on 28/04/2026, who will remain in office until the approval of the 2028 Financial Statements.
The Board of Statutory Auditors supervises compliance with the law and the Articles of Association, the correctness of administrative and accounting management, and the effectiveness of the internal control system. The members, appointed by the shareholders, ensure transparency and fairness in the company’s decisions, contributing to good governance and the protection of shareholders’ interests. The Board of Statutory Auditors of Cimolai S.p.A. was appointed by the Shareholders’ Meeting on 28/04/2026 and will remain in office until the approval of the 2028 Financial Statements.
The Internal Audit function, outsourced to a specialized consulting firm, carries out independent and objective assessments of the effectiveness of the internal control system, risk management, and compliance with corporate procedures.
Internal Audit activities are inspired by the principles of autonomy, professionalism and confidentiality, and contribute to the continuous improvement of internal processes and to strengthening a culture of control and transparency.
The appointed company reports its findings directly to the Board of Directors.
The Executive Committee, composed of Board members and the CFO, analyzes and monitors the progress of orders and investments.
The statutory audit of the accounts is carried out by Deloitte & Touche S.p.A., an auditing firm registered in the relevant register, to which the Ordinary Shareholders’ Meeting, held on 28/04/2026, awarded the engagement for the three-year period 2026-2028, following a selection process.
Within the framework of the ICGRS adopted by Cimolai, a Supervisory Body has been established, composed of three members, two of whom are external, including the Chair, with the task of overseeing the effectiveness and adequacy of Cimolai’s internal mechanisms and controls, as well as the organizational and management model adopted by the Company pursuant to Legislative Decree 231/2001.
For reports and information: odv@cimolai.com
We believe in the value of work and consider legality, fairness, and transparency as fundamental prerequisites for achieving our economic, productive, and social goals.
The Code of Ethics, most recently adopted by Cimolai by resolution of the Board of Directors on 31 May 2024, guides the company’s work through a set of rules of conduct in relations with external stakeholders and rules for organization and management, designed to ensure constant compliance with the rules of conduct and to prevent their violation by any person operating on behalf of the Company.
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The Company has adopted an Organization, Management and Control Model pursuant to Legislative Decree 231/2001, aimed at preventing the commission of offences relevant for the purposes of the administrative liability of entities. Model 231 defines a set of principles, protocols and procedures that regulate corporate activities, in order to ensure fairness, transparency and compliance with the law in the performance of organizational processes.
The Model is divided into a general section, which illustrates the structure, purposes and operating rules of the system, and a special section, dedicated to the various categories of offences and the related prevention measures.
Supervision of the implementation and effective functioning of the Model is entrusted to the Supervisory Body (OdV). The adoption and constant application of Model 231 represent a fundamental tool for the Company in terms of protection, prevention and dissemination of a culture of integrity.
For reports and information: odv@cimolai.com
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Organization, Management and Control Model
Organization, Management and Control Model
The Company manages its activities with constant attention to environmental protection, promoting responsible conduct and solutions aimed at preventing pollution and ensuring the efficient use of resources.
The Company is certified according to the international standard ISO 14001:2015 – Environmental Management Systems, confirming its ongoing commitment to environmental protection and to reducing the impacts arising from its activities.
The environmental management system makes it possible to monitor and improve environmental performance, promoting the efficient use of resources, sustainable waste management and pollution prevention.
The certification demonstrates the company’s commitment to making a concrete contribution to sustainability and social responsibility goals.
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ISO 14001 : 2015
The health and safety of workers are a priority commitment for the Company, which operates in compliance with current regulations and adopts organizational and technical tools aimed at risk prevention.
Confirming this commitment, the Company has obtained ISO 45001:2018 certification – Occupational Health and Safety Management Systems, which attests to the effectiveness of the policies and processes implemented to ensure safe and controlled working environments. The management system promotes the continuous improvement of the Company’s safety performance through the active participation of personnel and the dissemination of a culture of prevention.
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ISO 45001:2018
The Company recognizes integrity, transparency and fairness as fundamental principles of its conduct. From this perspective, it has adopted an Anti-Bribery Management System compliant with ISO 37001:2016, certified by an independent third-party body.
The system defines rules, responsibilities and controls aimed at preventing corrupt practices, promoting an organizational context based on ethics and responsibility.
The certification constitutes recognition of the Company’s commitment to maintaining high standards of transparency and integrity in its activities.
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ISO 37001:2016
In order to comply with the provisions introduced by Legislative Decree No. 24 of 10 March 2023, “Implementation of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 concerning the protection of persons who report breaches of Union law and laying down provisions concerning the protection of persons who report breaches of national regulatory provisions”, Cimolai S.p.A. has set up an online information channel to anonymously report any alleged unlawful conduct committed within the scope of corporate activities.
Cimolai S.p.A. ensures maximum protection, confidentiality and safeguarding of the whistleblower against undue retaliation, unlawful pressure, hardship and discrimination of any kind, for having duly submitted a report in accordance with European Directive EU 2019/1937 on Whistleblowing.
The Company holds the SOA Qualification Certificate, issued pursuant to Presidential Decree 207/2010, which certifies possession of the economic-financial and technical-organizational capacity requirements necessary for the execution of public works.
The certification is an essential requirement for participation in public tenders and represents a guarantee of reliability, solidity and technical expertise recognized by an authorized certification body.
La qualificazione copre diverse categorie e classifiche di opere, in relazione alla tipologia e all’importo dei lavori che la Società è abilitata a realizzare, confermando la capacità dell’impresa di operare nel rispetto dei più elevati standard di qualità, sicurezza e legalità.
The Company adopts structured internal policies to ensure regulatory compliance, risk prevention, and the promotion of the values of ethics, integrity and sustainability.
These policies cover areas such as the environment, occupational health and safety, anti-corruption, legality and social responsibility, representing concrete tools for governance and control.
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Organization, Management and Control Model
Organization, Management and Control Model
Our journey towards sustainability
For the environment, people and the local area, with ethics and transparency. Our commitment to a more sustainable future.
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Cimolai S.p.A.
Single-member company
Cimolai Head Office
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