Many Italian companies have equipped themselves with an organizational model under legislative decree 231 of 2001, as well as with a code of conduct. Are both needed and what is their relationship?

Light on such question has been shed by the Italian Supreme Court with a recent decision published on August 1, 2023, within a dispute where a third party claimed to have actionable rights on the basis of the provisions of the code of conduct.

The Court, while defining the code of conduct as an instrument of “preventive control of the correctness of the conduct of persons operating within and on behalf of the entity”, rejected the plaintiff’s claims on the sole basis of the interpretation of the provisions of the code of conduct. It added that “in companies, the Code of Conduct constitutes the necessary completion of the organization, management and control model of the entity, as a corporate document aimed at identifying, with reference to the ethics and values that inspire the business, the rights, duties and responsibilities of all those who participate in the business (employees and, where appropriate, external parties that have business relations with the companies)”.

In light of the above, it has been clearly confirmed as follows:

• the code of conduct complements the 231 organizational model;
• the provisions of the code of conduct must be interpreted considering the 231 organizational model; and
• the provisions of the code of ethics apply to all subjects falling within the scope of application of the 231 organizational model.

Therefore, the 231 organizational model and the code of ethics have a strong connection, they both have to be adopted and interpreted in light of each other.