The Role of the Supervisory Body (ODV) in Legislative Decree 231/01

The supervisory body is composed of people with specific expertise in different areas. There may be experts in law, finance, and business management, as well as more technical profiles, for example experts in workplace safety, IT, or environmental prevention. These members are chosen based on 3 factors : competence, independence, and autonomy. They must ensure compliance with regulations and internal procedures. Their main task is to prevent violations and misconduct.

The body may include internal and/or external members of the company. Internal members can be managers or employees with particular qualifications, while external members are often consultants or independent experts. The supervisory body meets periodically to analyze company activities, drafts reports, and suggests corrective actions if necessary.

The supervisory body is appointed by the company’s administrative body ( board of directors or sole director). This evaluation takes into account the candidates’ skills, experience, and integrity. The supervisory body is independent and must operate without conflicts of interest. Subsequently, the board of directors approves the appointment.

To effectively carry out its role, the OdV must meet some fundamental requirements:

Autonomy and independence:

• The OdV must be autonomous from top management and not subject to internal hierarchies
• Its members must be able to operate independently and without external pressure
• It must have the power to access all relevant company information and documents

Professionalism and competence:

• The members of the OdV must have proven professionalism and expertise in criminal law, corporate organization, and 231 prevention models
• They must stay updated on regulations and best practices in compliance
• They must be able to carry out a critical and independent analysis of crime risks

The supervisory body has a crucial role in ensuring compliance with corporate procedures. It also verifies that the company follows applicable laws and regulations. This body monitors the effectiveness of internal control systems and is responsible for detecting possible unlawful behavior.

The supervisory body performs various activities, including :

• preparing periodic reports for management
• reporting any anomalies found during audits
• collaborating with other control bodies to ensure comprehensive oversight
• contributing to the transparency and fairness of corporate operations
• acting as an intermediary between the company and regulatory authorities
• helping protect the company from legal and reputational risks

Pursuant to Legislative Decree 231/2001, the term of office of the supervisory body is established by the statute or the appointment act. Normally, the period ranges between three and five years. The exact duration depends on the company’s internal provisions. It is essential that the body operates continuously and without interruption. Once the mandate has expired, members may be reappointed. In the event of resignation, revocation, or other causes of termination, new members are appointed.

The supervisory body must be informed when significant events occur that may impact regulated activities. This includes situations such as violations of regulations, risks to safety or financial stability, or serious operational issues.
The body must also be informed whenever significant organizational changes occur within the company, which may alter the risk analysis underlying the Model.

The information provided must be clear, complete, and accurate, enabling the body to properly assess the situation and make informed decisions. Delays or omissions in reporting can compromise the effectiveness of supervision and undermine confidence in the system. Therefore, it is essential that all corporate functions maintain open and transparent communication channels with the supervisory body. In this way, effective collaboration in risk management and maintaining system integrity is ensured.