Internal auditing is an independent and objective assurance and consultation activity that aims to improve the efficiency and effectiveness of the organisation.

The head of the internal audit department of the Company is not a Company employee and he meets the necessary professional requirements.  He is not responsible for any operating areas, and only has to answer to the board of directors, subject to consultation with the chief risk officer and the control and risk  committee.

The internal auditor helps the organisation to achieve its objectives taking a systematic professional approach, which generates added value since it is aimed at assessing and improving the risk, control and governance management processes.

The head of the internal audit department has the power to control all internal procedures, and also has direct access to all the information needed to perform the following duties on a regular basis:

• checking the operations and correct and efficient function of the internal control and risk management system, both on a regular basis and in relation to specific requirements, in accordance with international professional standards and an internal audit plan, based on a periodic risk analysis, approved by the board of directors;
• drawing up periodic reports with information on the activities carried out, on the way risks are managed and compliance with the plans defined to reduce risk. The periodic reports contain an assessment of the adequacy of the internal control and risk management system;
• drawing up timely reports on particularly significant events.

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The most recent versions of the "internal audit mandate" and the "guidelines for internal control and risk management system", can be consulted in this section.

Internal Audit Mandate

Internal Control System Guidelines

Since the shares of the Company are listed on the STAR segment of the Italian Stock Exchange organised and managed by Borsa Italiana S.p.A., the Company, in accordance with article 2.2.3, paragraph 3, letter k) of the rules on markets organised and managed by Borsa Italiana, adopted and implemented the organisation, management and control model provided under article 6 of Legislative Decree no. 231 of 8 June 2001 (the “Model 231”), a consistent system of procedures, rules and controls aimed at preventing and/or reducing the risk of commission of those criminal offences provided for by the Legislative Decree No. 231/2001.

The said Decree introduced the administrative liability of legal persons and their bodies for specific types of criminal offences provided under the criminal code (including offences against the public administration, corporate offences, market abuse, etc.) committed and pursued in Italy by parties who act in representative, administrative or management capacities of the company or one of its administrative areas with financial and functional autonomy or by members of their staff in the interest of and/or to the benefit of the company.

However, while introducing this administrative liability regime, the Decree also provided for a specific type of release from responsibility in case the company can prove that it adopted and efficiently implemented an organisation, management and control model that could prevent said offences, and that a specific body within the entity was given responsibility for supervision of the functioning, adequacy and effectiveness of the said model  and its updating (the Supervisory Committee ), and was given independent powers of initiative and control. 

The Company initially adopted the Model 231 on 12 March 2008 in order to prevent the commission of offences established by Legislative Decree 231/2001. The most recent updates and restructuring to the Model 231 were made by decision dated 29 July 2021. Subsequently, the company carried out a further risk assessment following changes that had occurred with respect to the reference regulatory framework and deemed it unnecessary to update the Special Parts of the 231 Model but instead approved an updated version of the General Part of the Model as at 10 November 2022 which takes into consideration the latter assessment.

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The lastly updated General Part of the Model 231 is available in this section.

Model 231

On 12 March 2008, the Company approved and adopted the code of ethics that contains the basic corporate ethical principles followed by the Company and which its directors, employees, consultants and partners, and in general, anyone who acts in the name of or on behalf of the Company have to comply with. The code of ethics was then amended by the board of directors on 7 May 2014. On 26 November 2018 the Company issued a new version of the code adjusting it to the data protection regulation and on 17 December 2019 a new version of the Code of Ethics contains a reference to the Company’s new whistleblowing reporting channel Company also encouraged its subsidiaries to adopt a code of ethics that is substantively similar to the parent company’s one.

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 The lastly updated Company’s Code of Ethics is available in this section.

Code of Ethics

Further to the entry into force of the Market Abuse Regulation (EU Reg. 596/2014) and in compliance with the prevailing applicable Luxembourg and Italian laws, as well as with regulations and procedures that govern the shares’ trading of listed securities (hereinafter referred to the “Applicable Provisions”), in the meeting held on the 28^th of July 2016, the board of directors initially considered to accordingly amend its Internal Dealing Code, whose final version was subsequently approved on the 2^nd of March 2017. The Internal Dealing Code contains the internal procedures to identify the “relevant persons” and the guidelines for the management, processing and communication to the market of the information relating to its transactions on financial instruments. 

The Internal Dealing Code was lastly amended by the Company on the 5th of May 2022 in order to align the “Reporting Obligations” provisions with the CSSF Circular no. 22/800, which introduced the “eRIIS” (electronic Reporting of Information concerning Issuers of Securities) web platform.

On 28 July 2016, in the light of the Applicable Provisions, the Company also evaluated some amendments to the rules on internal management and distribution to the public of insider information and keeping the register of persons who have access to it (the “Insider List”) that was finally, amended on the 2^nd of March 2017. The Rules were further amended by means of Board of Directors’ resolution of 13 November 2019. Such Rules disciplines the processing of Inside Information with regards to the internal management and external communication of the documents and information concerning d’Amico International Shipping S.A.

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Both the last version of the Internal Dealing Code and of the Rules are available in this Section together with the Form B for the request of registration, deletion or update on the Insider List.

This section contains also the archive of the market communications made by the Company relating to the transactions subject to internal dealing rules made by the “relevant persons” of the Company and “persons closely connected to it” in the last 5 years.

Internal Dealing Code

Inside Information management rules

Hereinafter you can download Form B for the request of registration, deletion or update on the Insider List.