Corporate Governance is defined as “the system by which companies are directed and controlled” , i.e. the set of institutions and rules designed to ensure a government that is effective, efficient, and correct in respect of all the parties interested in the corporate life.
Initially, the expression corporate governance was used almost exclusively in the world of anglo-american and attracted mainly the problem of the configuration and operation of the Board of Directors of large listed companies.
Later, in the early ’90s, with the start of the worldwide wave of liberalisation and privatisation, the issue has assumed international importance. The globalization and financialization of the economy have, in fact, changed the way of “doing business”: companies become entities central to the economy in the allocation of resources. The efficient allocation of resources depends on the effectiveness of corporate governance systems adopted.
The Corporate Governance Model adopted by Sonim
Sonim raises in Corporate Governance the basis for a system of transparent and responsible management of the complexity of business situations, both internal (towards employees and Management) and external (addressed to the Partners and Clients). This set of rules for the management and control of the company combined with the strategy of the enterprise represent the basic elements of the behavior of Sonim in the pursuit of business results and creating relationships of trust with its stakeholders in the long term.
The Company adopts the traditional system of administration and control, companies in which management is entrusted to the Board of Directors and the control functions attributed to the audit committee. The statutory audit of the accounts is entrusted to an auditing company.
The assembly of the members
The assembly of members is competent to pass resolutions, in ordinary and extraordinary session, on the matters reserved to it by Law and the articles of association.
The Meeting is chaired by the Chairman of the Board of Directors or, in the case of his absence or impediment, by the Vice President or, in the case of absence or impediment, by any other member of the board or, in his absence, another intervened elected at the meeting.
The board of Directors
The Board of Directors (hereinafter also the “board”) of the Company is constituted according to the modalities provided by the Statute, and is vested with the exclusive of the ordinary and extraordinary management of the Company in order to perform all acts of disposition, that it deems appropriate for the implementation of the corporate object, with the only exception of those that the law or the statute reserve to the shareholders ' meeting.
The signature and legal representation of the Company before third parties and in court, as well as aspects related to the mode of appointment of the Directors, of the requisites of respectability, professionalism and independence, functioning (convocation, resolutions, representation of the company), as well as the mode of remuneration of the same, are regulated within the Company's articles of association and powers of attorney conferred.
The Board Of Statutory Auditors
The Board of Statutory auditors (hereinafter “CdS”) of the Company is composed of 3 effective members and 2 alternates in accordance with the determination of the assembly, which elects the President.
The CdS shall monitor the observance of the law and the statute, respect of principles of correct administration and in particular on the adequacy of the organisational, administrative and accounting structure adopted by the company and its concrete functioning.
The model 231 adopted by Sonim
The MODEL OF ORGANISATION, MANAGEMENT AND CONTROL EX D. LGS. 8 JUNE 2001 No. 231)
Il Decreto Legislativo. 8 giugno 2001 n. 231 (nel prosieguo D.Lgs. n. 231/2001) ha introdotto per la prima volta nell’ordinamento italiano la c.d. "responsabilità amministrativa degli enti per illeciti dipendenti da reato". Sulla base di tale normativa gli enti potrebbero essere sanzionati con una pena pecuniaria e/o interdittiva, in relazione a taluni reati commessi nell'interesse o a vantaggio dell’ente stesso da:
- persone che rivestono funzioni di rappresentanza, di amministrazione o di direzione dell'ente o di una sua unità organizzativa dotata di autonomia finanziaria e funzionale nonché da persone che esercitano, anche di fatto, la gestione e il controllo dello stesso (cd. “apicali”);
- persone sottoposte alla direzione o alla vigilanza di uno dei soggetti di cui alla lettera a) (cd. “sottoposti”).
In ogni caso il D.Lgs. n. 231/2001 prevede che gli enti possano adottare, in via esimente, Modelli di Organizzazione, Gestione e Controllo idonei a prevenire i reati stessi.
In ottemperanza a quanto previsto dal D.Lgs. n. 231/2001, il Consiglio di Amministrazione di Sonim ha deliberato in data 18 gennaio 2017 l’adozione di un Modello di Organizzazione, Gestione e Controllo idoneo, ai sensi della “normativa 231”, a prevenire la commissione dei reati ivi previsti. Il Modello è stato definito anche sulla scorta delle evoluzioni giurisprudenziali e delle Linee Guida elaborate in materia dalle Associazioni di Categoria (nel caso di specie quelle emanate da Confindustria).
Il Modello organizzativo è composto da:
1) Modello di Organizzazione, Gestione e Controllo:
- Parte Speciale
2) Allegati al Modello:
- Elenco reati
- Mappatura dei rischi
- Sistema disciplinare
- Statuto dell’organismo di vigilanza
ADOPTED BY SONIM
The Code of conduct is an Attachment to the fundamental of the Template document. In the course of their performance, all those who act, operate and collaborate in any capacity with the Sonim (employees, consultants, suppliers and third parties in general) are faced with situations that require the adoption of behaviors that are relevant under different profiles, among which, the most important, and the ethical and legal (c.d. “Recipients” of the Code). They all have the duty to keep and hold their collaborators and interlocutors to behave in accordance with the general principles of absolute honesty, loyalty, good faith, balance, fairness, and diligence, as well as the specific obligations that may result from the conduct and, in any case, those principles deemed to be due in virtue of the context and goals of its mission.
The Code of Ethics has as its purpose to provide general policies ethical conduct, comply with in performing their activities, as well as to help prevent the commission of crimes foreseen by the D. Lgs. no. 231/2001.
However, in the presence or in the absence of specific provisions, it is therefore absolutely necessary that in their actions all based on the highest standards of behavior, such as Sonim in turn conforms its conduct, taking into account that the appropriate conduct in each situation draws its origin, not only by the good faith, but also by the transparency, impartiality and, above all, the honesty and loyalty of thought of those acts.
The Supervisory board
SUPERVISORY BOARD OF SONIM
The D. Lgs. no. 231/2001, art. 6, paragraph 1, letter b) provides, among the necessary preconditions for the exemption from liability resulting from the commission of the offences, the establishment of a Surveillance Body internal to the Entity - (hereinafter referred to as “Sb”) - with independent powers of initiative and control, with the task of supervising the functioning and observance of the Model and its updating.
Therefore, the Company, in the context of the adaptation of the system of organization and control to the provisions of the D. Lgs. no. 231/2001, has provided for the establishment of a Supervisory board mixed, in charge of ensuring the adequacy and functioning of the Model (below Sb). Make up the Body, two external members, one of whom is appointed as Chairman, and an internal member so as to ensure multidisciplinary expertise in matters of criminal, economic, health-safety and environment.
BRANCH OFFICE BELGIUM
VAT: BE 0649.952.953
BRANCH OFFICE BULGARIA
Branch Office Bulgaria
Tzar Boris III Blvd. n. 165/A ,
BRANCH OFFICE ROMANIA
Strada Biharia n° 26, Biroul 31, Etaj 4
13981 Sectorul 1 Bucuresti
C.da Biggemi, Ex Strada Statale 114 n°84
96010 Priolo Gargallo (SR) ITALY
Tel. 0931 1819701
Fax 0931 1819700
P. IVA: 01233930898
Share Capital 100.000,00 f.p.