The Statute and Rules of CONAI define the Consortium’s bodies and positions, namely: the Members’ Assembly, the Board of Directors, the President, the Deputy Presidents and the Board of Auditors.

• The Members’ Assembly is governed by articles 17 to 21 of the Statute. The have been approved to govern its operations.
• The Board of Directors consists of 19 members.
  Nine directors are in the Producers category, nine in the Users category, while the nineteenth director is appointed by the Minister of the Environment and Energy Security and the Minister of Enterprises and Made in Italy, representing consumers.
  The Board of Directors remains in office for three years and elects from among its members the President of the Consortium, who is responsible for ensuring that the Consortium’s interests are served.
• The President of the Consortium is Ignazio Capuano.
• The Deputy Presidents of the Consortium are Angelo Tortorelli, representing trader and distributor users, and Antonio Feola, representing other users.
• The Board of Auditors verifies the regularity of the Consortium’s accounting management, issuing collective reports to the Assembly on the budget and the final balance. It consists of seven full members and two alternates. Three of the full members are appointed respectively by the Ministry of the Environment and Energy Security, the Ministry of Enterprises and Made in Italy, and the Ministry of Economy and Finance.

The Statute also provides for the appointment of a General Manager, who works with the President in implementing the decisions of the Consortium Bodies and attends the meetings of the Assembly and the Board of Directors without voting rights. The General Manager of the Consortium is Simona Fontana, supported by Deputy General Manager Fabio Costarella.

Organisational Model 231/2001

In accordance with the regulations on the administrative liability of legal persons set out in Legislative Decree 231/2001 and consistent with its own ethical and social principles of fairness and transparency in the conduct of institutional activities, the CONAI Board of Directors has adopted an Organisation, Management and Control Model and a Code of Ethics.

CONAI’s adoption of an Organisation, Management and Control Model for its activities is intended to prevent offences and avoid administrative liability by establishing and applying specific rules of conduct.

The CONAI Model consists of a “General Section” and a “Special Section” according to the categories of offences deemed relevant to CONAI’s activities:

• the General Section describes the relevant legislation and the general rules of the Model and the Supervisory Board;
• the Special Section is divided into chapters corresponding to categories of offences under Legislative Decree 231/2001, focuses on areas of activity and processes considered potentially sensitive, and sets out the general principles of conduct for preventing predicate offences.

The Board of Directors has also appointed a collegial Supervisory and Control Board, composed of three persons, one of whom acts as coordinator, with the task of supervising the operation of and compliance with the Model and ensuring that it is updated.

The Supervisory and Control Board has autonomous powers and is included in CONAI’s organisational chart as a staff unit, in the highest hierarchical position, reporting to the Board of Directors.

The Supervisory and Control Board serves for a three-year term, expiring on the date of the Assembly convened to approve the financial statements for the final financial year of its mandate, mirroring the terms for the Board of Directors and the Board of Auditors.

A dedicated reporting channel for the Supervisory Board is available at https://conai.whistlelink.com/.

For cases relating to the external reporting channel at ANAC, please refer to the “Guidelines on the protection of persons reporting crimes or irregularities (‘whistleblowing’)” attached to the Modello di organizzazione gestione e controllo (see p. 91).

CONAI’s Code of Ethics is a general instrument designed to promote a genuine “consortium code of conduct” and formalise the values, rules and principles that inform the character and operations of the Consortium and its members.

Il Modello di Organizzazione, Gestione e Controllo e il Codice Etico di CONAI sono strettamente integrati, in modo da formare un corpus di norme interne che raggiungano l’obiettivo di incentivare la cultura dell’etica e della trasparenza. Dipendenti, membri degli organi consortili, consulenti e partner del Consorzio devono conformarsi alle regole di condotta generali e specifiche previste in detti documenti.

The Charter of Values was created to set out the criteria underpinning CONAI’s identity and the principles guiding its daily activities.

In 2024, CONAI launched a participatory drafting process involving all Consortium employees, aiming to link individual ethics with organisational ethics, recognising that each person’s daily actions help ensure the well-being of CONAI and the broader system.

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CONAI adotta il proprio Programma di Compliance Antitrust

The principles of free market and competition have always been core values of the Consortium and an essential part of CONAI’s mission, which has always been to operate with the highest ethical standards and in full compliance with the law.

The Antitrust Compliance Programme adopted by CONAI, in particular, fosters a corporate culture of competition protection and reinforces the Consortium’s commitment – from top management to executives, employees and external partners – to respecting antitrust rules, ensuring thorough awareness of the antitrust risks associated with their activities.

The Antitrust Compliance Programme is the tool through which all members of the Consortium, having been made aware of the main antitrust rules, are able to identify situations that may lead to potential antitrust violations and act in the correct manner, strictly adhering to the guidance provided in the programme.

Following an analysis of international best practices on antitrust compliance and the AGCM Guidelines of 25 October 2018, the Antitrust Compliance Programme is structured around:

• adoption of the Antitrust Guidelines by the Board of Directors;
• communication and training initiatives for all employees to ensure awareness and correct implementation of the Antitrust Guidelines;
• establishment, within the Legal and General Affairs Division, of an Antitrust Unit providing support and assistance in applying the Antitrust Guidelines;
• a monitoring programme to verify the effectiveness of the rules contained in the Antitrust Compliance Programme and assess any need for updates to ensure effective implementation of those rules, including in light of regulatory or market developments.