Corporate

The MFE Group gives particular attention and sensitivity to compliance issues, undertaking to promote a corporate culture, suitable for ensuring correct and transparent management of business activities, as an essential tool of efficient administration and a guarantee of competitiveness in the reference market.
In compliance with national and international best practises and with current laws and regulations in force in the countries where it operates, the MFE Group ensures that all company processes are based on the ethical principles and values generally recognized in the conduct of business and suitable for preventing possible risks of regulatory non-compliance.

The MFE Group, in consideration of its important role in the Italian and international social and economic panorama, has based its growth on a strong image of fairness and transparency in carrying out its activities, based on the compliance with laws and regulations in force in the countries in which it operates and on the principles of honesty, loyalty, responsibility, transparency, freedom, individual dignity and respect for all forms of diversity, rejecting any discrimination.
During each phase of its development the MFE Group has set as a primary purpose the protection of all stakeholders' interests, also pursuing the objective of social commitment, considered as concrete investment to which business world is bound.
In this context the MFE Group has always recognized the central role played by human resources, promoting a working environment based on respect for human beings and on the values of fairness, loyalty, trust, transparency, cooperation and integration, giving priority to aspects such as the development of personal and professional skills and abilities, equal opportunities, protection of workers' psychological and physical well-being (regarding also health and safety at work), confidentiality and personal data protection.
Furthermore, the MFE Group has identified the main principles of its way of operating and the key elements of its success in the enhancement of diversity, in research and innovation, in the attention to young people and to environmental issues and in allowing each employee to fulfil him/herself in his/her work.

The fundamental principles of MFE Group are explained in the Code of Ethics, which defines the set of values that the Group recognizes, accepts and shares, at all levels, in business conduct anche whose observance is essential for the regular carrying out of its activities, management's reliability and the Group's image.
The Code of Ethics expresses ethical principles and fundamental values which, in every process of daily work, constitute essential and functional elements for the proper conduct of relations with MFE Group companies. Its provisions also provide specific examples of the general duties of diligence, honesty and fairness on which work obligations and the conduct in the workplace must be based.

The adoption of the Code of Ethics arises from the belief that ethics in business conduct is a indispensable issue for the success of a company. Furthermore, the Code of Ethics also represents a fundamental component of the compliance programs adopted by the Group companies - in line with the provisions of legal systems of the countries where they operate - as well as the internal control system which also includes the set of corporate procedures issued to manage every corporate process.

The principles and provisions of the Code of Ethic are shared by all MFE Group companies and are binding on the members of corporate bodies, on all persons bound by an employment contract with the MFE Group and on all those who work for/with MFE Group companies, regardless of the relationship, even temporary, that links them to it (e.g. contract staff, suppliers, customers, etc.).

The MFE Group is committed to the broad dissemination of the principles and values expressed in the Code of Ethics through adequate information activities, in particular towards its corporate bodies and towards employees and contract staff, in order to promote application and strict compliance to such provisions. Specific training activities on ethical principles are also provided both in classrooms and through e-learning courses

The first version of the Code of Ethics was adopted by the Italian holding Mediaset SpA and its Italian subsidiaries in 2002; it was subsequently amended in 2008 and 2012. The current version was adopted by the Italian holding Mediaset SpA and its Italian subsidiaries in 2019/2020. MFE N.V. adopted its own Code of Ethics in November 2021: pursuant to it, each company of MFE Group is required to adopt its own Code of Ethics, adapting it - where necessary - in consideration of the specific characteristics of its core business and according to the law applicable in the country where each company operates.

Italy

Legislative Decree no. 231 of 8 June 2001, concerning "Regulations on the administrative liability of legal entities, companies and associations with or without legal personality" (hereinafter, "Decree 231"), introduced for the first time into the Italian legal system a "punitive system" for legal persons (companies, associations, foundations, etc.) for certain specific offences (so-called "premised offences"), committed by top management (directors, managers, etc.) or employees/contract staff in the interest of or for the benefit of a legal entity. Decree 231 states that entities are liable if they have not adopted the necessary measures of organization and control to prevent the type of crimes or administrative offences falling within the list of "premised offences". The purpose of Decree 231 is, therefore, to press companies for adopting specific organisational, management and control programs ("231 Compliance Programs") which, where previously adopted and effectively implemented, can constitute an exemption to exclude liability.

Mediaset S.p.A. and its Italian subsidiaries, since the entry into force of Decree 231, have adopted and progressively updated their 231 Compliance Programs to the requirements of this legislation, with the aim of establishing a structured and whole system of general, behavioural and operational rules, which guarantees the effective performance of sensitive activities by preventing the commission of premised offenses that may involve corporate liability, if put in place in companies' interest or advantage.

The first version of the 231 Compliance Programs of Mediaset SpA was approved by its Board of Directors on July 29th 2003 and subsequently amended and supplemented several times until the current version dated April 20th 2021.
With reference to the Italian subsidiaries, similar initiatives have been taken to adapt and implement the respective 231 Compliance Programs pursuant to Legislative Decree 231, taking into account each specific structure and activities.
The updated versions of the 231 Compliance Programs adopted by Mediaset SpA and its Italian subsidiaries are published below.
  • 231 compliance program Digitalia08 Srl - 22.3.2021
  • 231 compliance program Elettronica Industriale SpA - 14.9.2021
  • 231 compliance program Mediaset Italia SpA - 20.4.2021
  • 231 compliance program Medusa Film SpA - 28.6.2021
  • 231 compliance program Monradio Srl - 20.4.2021
  • 231 compliance program Publitalia80 SpA - 20.4.2021
  • 231 compliance program Radio Mediaset SpA - 20.4.2021
  • 231 compliance program Radio Studio 105 - 20.4.2021
  • 231 compliance program Radio Subasio Srl - 20.4.2021
  • 231 compliance program RMC Italia SpA - 20.04.2021
  • 231 compliance program RTI SpA - 20.4.2021
  • 231 compliance program Taodue Srl - 10.9.2021
  • 231 compliance program Virgin Radio Italy SpA - 20.4.2021

In compliance with the provisions of Legislative Decree no. 231/01, a Supervisory and Control body, in charge of overseeing the proper functioning of the 231 Compliance Programs as well as their constant updating, has been appointed by the Board of each Mediaset Group Italian companies.

In order to ensure that the 231 Compliance Programs are actually and effectively implemented, the Supervisory and Control Body must have the following characteristics: (i) autonomy; (ii) independence; (iii) professionalism; (iv) continuity of action.
The Supervisory and Control Body has mainly a collegial composition, considered suitable for the need to entrust this role and the consequent responsibility to persons who fully ensure effective autonomy and necessary independence.
The 231 Compliance Programs require that the Supervisory and Control Body has to be appointed by the Board of Directors, subject to verification of (i) requirements of integrity similar to those of the directors and professionalism appropriate to such role; (ii) non-subsistence of incompatibility and conflict of interest with other corporate functions and/or positions.
The Supervisory and Control Body carries out the tasks and activities provided for by the 231 Compliance Programs and may at any time carry out checks on their application.
The 231 Compliance Programs set out information obligations of the various corporate functions to the Supervisory and Control Body. For information purposes as well as for reporting violations or unlawful conduct relevant to the purposes of Legislative Decree 231/01, the Supervisory and Control Bodies have specific e-mail addresses, accessible exclusively by their members, as indicated below:

odv.mediaset@mediaset.it
odv.rti@mediaset.it 
ovc@publitalia.it 
ovc@digitalia08.it 
odv.elettronicaindustriale@mediaset.it 
odv.medusafilm@mediaset.it
odv.taodue@mediaset.it 
odv.radiomediaset@mediaset.it 
odv.monradio@mediaset.it
odv.RadioStudio105@mediaset.it 
odv.VirginRadioItaly@mediaset.it 
odv.rmcitalia@mediaset.it
odv.r2@mediaset.it 
odv.radiosubasio@mediaset.it

Pursuant to current Italian legislation (Law no. 179 of 30 November 2017 on "Provisions for the protection of the authors of reports of crimes of irregularity of which they have become aware in the context of a public or private employment relationship"), the Italian holding Mediaset SpA and its subsidiaries have consolidated their reporting system for violations and illegal conduct relevant to Legislative Decree no. 231/01 by providing (in addition to the e-mail addresses assigned to the Supervisory and Control Bodies) a dedicated computer system, accessible via Internet at the link "segnalazioni.mediaset.it", in accordance with the terms and conditions set out in a specific Organisational Guidelines ("Reporting violations and illegal conduct relevant under Legislative Decree 231/01").

Violation reports must (i) be detailed and based on accurate and consistent factual elements, (ii) relate to facts/acts/events known and directly verified by the whistleblower, (iii) be accompanied, if possible, by adequate documentation proving what has been reported.
Any reports are managed by the recipients ensuring, without prejudice to legal obligations, absolute confidentiality on the identity of whistleblowers whose personal data are stored by using an algorithm that ensures maximum security, as required by current legislation, also in order to avoid retaliation or any form of discrimination or penalisation against them.
To obtain the credentials to access the system see the document below.
PDF LGO ("Reporting of violations and illegal conduct relevant under Legislative Decree 231/2001") here: