Sustainability governance

Piaggio has a specific governance system inspired by international best practices, which covers all company, decision-making and operational processes, along the entire value chain.

• The Board of Directors examines and approves strategic, industrial and financial plans, including the annual budget and Group’s Business Plan, supplementing main guidelines to promote a sustainable business model and lay the foundations for creating longterm value. The Board defines the sustainability strategy, the Sustainability Plan and Non-Financial Statement (NFS) pursuant to Legislative Decree 254/16.
• The Audit, Risk and Sustainability Committee, in addition to supporting the Board of Directors’ assessments and decisions on the internal control and risk management system, has an advisory function with the Board of Directors on sustainability issues such as:

• examining and assessing sustainability issues related to business operations and the dynamics of interaction with stakeholders;
• examining and assessing the system for collecting and consolidating data for the “Consolidated non-financial statement”pursuant to Legislative Decree 254/2016;
• examining in advance the “Consolidated Non-Financial Statement” pursuant to Legislative Decree 254/2016, formulating an opinion for approval by the Board of Directors;
• monitoring the Company’s positioning on sustainability issues, with particular reference to the Company’s position in ethical sustainability indices;
• providing opinions on any additional sustainability issues, on the request of the Board of Directors.
• The Executive in charge of financial reporting prepares the Non-Financial Statement, assisted by the CSR Manager. The Statement is presented to the Ethics Committee and the Audit, Risk and Sustainability Committee and then submitted to the Board of Directors for approval.
• As delegated by the Executive in charge of financial reporting, the CSR Manager manages all activities related to sustainability, through the “Consolidated Financial and Sustainability Reporting” Function: defining the sustainability strategies and monitoring progress, the preparation of reporting, relations with international organisations.
• The Ethics Committee develops rules and organisational behaviour in line with international best practices in the field of Corporate Social Responsibility.
  The Committee’s duties include the following:
• monitoring instruments, conduct and relations between management and company personnel and all stakeholders;
• optimising relations with local communities and stakeholders;
• measuring ethical standards, which are an integral part of the good governance of a company;
• preliminary analysis of the “Consolidated non-financial statement” pursuant to Legislative Decree 254/2016;
• implementing the provisions in the Code of Ethics, including receiving and managing reports of fraud that may involve employees, managers and partners of Piaggio & C. and Group companies.

All operations concerning relations between the Piaggio Group and the external world are analysed and revised by the Committee, with the aim of guaranteeing to all stakeholders that the information cycle is managed transparently. Starting from the assumption that transparency best describes the purpose of corporate social responsibility today, the Committee acts as a “guarantor” for investors, consumers and opinion leaders, to make sure company conduct is based on conformity to laws at all times, on fairness and on the truthfulness of disclosure to the public.

In 2022, there were no specific sustainability training or induction initiatives for the Board of Directors or the Audit, Risk and Sustainability Committee.

The Piaggio Group has also adopted a NFS Manual, which is available on the corporate intranet. Within the structures involved in the reporting process, the individuals responsible for gathering, verifying and processing the relevant KPIs have been identified. The CSR Manager, assigned the coordination of the entire process of gathering and processing quantitative indicators by the Executive in charge of financial reporting, and of preparing the Non-Financial Statement of the Group, is responsible for consolidating results. The NFS is submitted to the Audit, Risk and Sustainability Committee and the Ethics Committee for analysis and evaluation. The document is then approved by the Board of Directors and finally presented at the General Shareholders’ Meeting at the same time as the Group’s Consolidated Financial Statements.

Code of Ethics

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Organisational model pursuant to Legislative Decree no. 231/2001

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Social and environmental-oriented policies and guidelines

The Piaggio Group has a system of Policies aimed at guaranteeing compliance with principles of fairness, transparency, honesty and integrity in line with international standards on responsible business management.

The Group operates in diverse geographic, legal and cultural contexts. As such, its policies and guidelines are put in place by each company, through their own operating procedures and practices.

Anticorruption

As stated in the Code of Ethics, in pursuing its mission the Group ensures, through appropriate tools, including organisational means, compliance with the absolute prohibition of any practice of corruption, request for and/or provision of preferential treatment, of any collusive behaviour, solicitation, whether direct/indirect and/or through third parties, of personal benefits of any kind for oneself and/ or for others, of material benefits and/or any other advantage of any extent in favour of third parties, whether they be private or public entities or government representatives, both Italian and foreign.

When participating in public tenders or competitions called by the Public Administration as well as in any negotiations or contracts entered into with both Public Administration and private entities, all those involved must behave in good faith and in accordance with the law, correct commercial practice and current regulations, as well as with the corresponding company procedures, avoiding any situation from which violation of laws and/or principles of fairness and transparency in the conduct of negotiations may arise. Such negotiations must be conducted only by those previously and expressly authorised to do so, respecting roles and in accordance with corporate procedures. Adequate mechanisms for the traceability of information flows towards the contracting party must also be put in place. Any request for advantages, any intimidating and/or constrictive or oppressive behaviour on the part of Public Administration officials or third contracting parties or which come to the knowledge of operators must be immediately reported.

Function managers who liaise with the Public Administration must:

• provide their partners with guidelines regarding the operative conduct to follow in formal and informal contacts with various public subjects, according to the characteristics of each individual area of activity, sharing their knowledge of regulations and their awareness of situations liable to crime;
• provide for adequate tracing mechanisms as regards official information channels with the Public Administration;
• maintain and request on the part of those having relations with the Public Administration a conduct characterised by fairness, transparency, traceability and good faith, respecting the roles and responsibilities attributed; strictly observe and enforce, also with specific reference to relations with the Public Administration, company procedures aimed at abstractly identifying and tracing the functions and positions responsible and appointed for relations with the Public Administration, in compliance with corporate roles;
• make clear, truthful, complete and traceable statements to public authorities and exhibit complete, truthful and unaltered documents and data;
• maintain a correct and clear conduct such as to avoid inducing the counterparty into even potential error. All consultants, suppliers, customers, and whoever is related to the Group, are committed to complying with laws and regulations in force in all countries where the Group operates.

No relation will be initiated or continued with those who do not intend to comply with such principles.

When appointing these subjects to operate as representatives and/or in the interest of the Group towards the Public Administration, the appointment must be in writing, with a specific binding clause requiring compliance with the principles of ethics and conduct adopted by the Group.

Conduct guidelines which are identical to those for relations with the Public Administration must also be adopted with regard to relations with any private third party, such as suppliers, customers, competitors, partners and/or any contractual counterparty. In this regard, the section on corporate offences in the Model 231 was updated with the following introduction, implementing Legislative Decree no. 38 of 15 March 2017 (implementing Council Framework Decision 2003/568/JHA of 22 July 2003 on combating corruption in the private sector), as well as with measures introduced by article 2635 of the Italian Civil Code on the offence of “corruption between private individuals”, and with the introduction of the new offence “instigating corruption between private individuals”, whereby corruption is a punishable offence even if the offer is not accepted (Article 2635 bis of the Italian Civil Code).

When contributions, grants or financial support are requested from the State, the public corporations or the European Union, all employees involved in such procedures must:

• be correct and truthful when using and presenting documents and declarations that are complete and pertinent to the activities for which such benefits can be legitimately requested and obtained;
• once the requested outpayment has been obtained, the sum should be employed for the goals for which it was originally requested and obtained. People in charge of administrative/accounting functions must verify that each operation and transaction is: legitimate, consistent, congruous, authorised, verifiable; correctly and adequately registered, so that decision, authorisation and implementation process can be verified; supported by correct, authentic and appropriate documentation, so that careful inspections can be carried out at any time regarding the characteristics and the motivations of the operation, and the identification of those who have authorised, carried out, registered and verified the operation itself.

No incidents of corruption occurred in the reporting year.

Guidelines for compliance with laws and local regulations

Group companies must comply with local laws and regulations and must conduct their activities in line with the Code of Ethics and its core values of honesty, integrity and respect for people. The Code of Ethics underpins Piaggio’s commitment to behave in a responsible and respectful manner, and helps staff and contractors to make informed, ethical and legal decisions. Suppliers all over the world who wish to do business with Piaggio must sign the Group’s general supply conditions for acceptance, which include the Code of Ethics, thereby assuming their contractual obligation to comply with its principles and requirements, including in terms of respect for human rights and the protection of lawfulness in their activities.

During 2022, none of the Piaggio Group companies were affected by episodes concerning employee discrimination or breaches of human rights. Moreover, no infringement procedures have been filed against the Piaggio Group for the breach of anti-competitive or anti-trust laws.

As of 31 December 2022, there were no incidents of non-compliance with regulations and/or voluntary codes concerning marketing communications, including advertising, promotions and sponsorship.

For a detailed description of outstanding disputes related to non-compliance with laws or regulations, please refer to the specific section 50 of the Notes to the Consolidated Financial Statements. This section analyses significant litigation for the Group. Considering that any lawsuits deemed to be specious are excluded a priori and, in any case, lawsuits with potential damages of less than €200,000, disclosure is provided concerning lawsuits considered significant as a result of the application of a dual quantitative criterion (€1.5 million threshold) and qualitative criterion (insurance coverage, risk of losing the case, subject-matter of the dispute, serial nature of the dispute, etc.), so that even cases with a value below the quantitative threshold might be reported in light of their specific aspects, and cases with a value above the quantitative threshold might not be reported if the risk of losing the case is remote and/or covered by an insurance policy.

Lastly, it should be noted that two new lawsuits were started in 2022; one relating to the termination of a business relationship with a dealer and the other for an alleged breach of a lease agreement. During the year, payments of €/000 1,522 were made for disputes, closed or still pending, all relating to reporting periods prior to 2022.

Guidelines for respecting human rights

The Piaggio Group conforms to the Guiding Principles on Business and Human Rights adopted by the United Nations in 2011 and the ILO Declaration on Fundamental Principles and Rights at Work adopted in 1998.

It recognises the importance of its role in condemning any violation of human rights and to this end improves and continually aligns its policies and controls, to prevent any potential violation that could affect the Group or its procurement chain.

Group companies comply with national and international laws and regulations and conduct their activities in compliance with the Code of Ethics. The Code of Ethics was supplemented in 2017 with an article specifically dedicated to human rights. Suppliers all over the world who wish to do business with Piaggio must sign the Group’s general supply conditions, which include the Code of Ethics and observe its values.

To maintain the highest standards of ethical, moral and legal conduct, Piaggio encourages its employees to report any allegedly nonconforming conduct, guaranteeing they will not be affected by harmful consequences.

The Whistle Blower Policy, initially developed for the Group’s Indian company, aims to provide a safe means for employees and other parties concerned to report violations that come to their knowledge in the context of their work activities. For this purpose, in compliance with Law 179/2017, an entirely new section with regulations on whistle-blowing designed to protect workers that report unlawful activities and irregularities that come to their knowledge during their work was added to the last revision of the Organisational, Management and Control Model pursuant to Legislative Decree no. 231/2001.