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    Supervisory Body

    The Supervisory Body constitutes the central safeguard of the 231 system and represents the cornerstone of the effectiveness of the Organisation, Management and Control Model.

    The Supervisory Body (OdV)

    The Supervisory Body constitutes the central safeguard of the 231 system and represents the cornerstone of the effectiveness of the Organisation, Management and Control Model.

    The OdV is entrusted with the task of monitoring the functioning and observance of the model, as well as ensuring its updating in relation to the evolution of business activity and the regulatory framework.

    For the system to be capable of excluding the entity's liability, the Supervisory Body must be:

    • endowed with autonomy and independence from management bodies
    • professionally qualified, with adequate legal, business-economic and organisational competences
    • characterised by operational continuity, with effective and documented control activities

    A merely nominal OdV or one lacking real intervention capacity is not suitable to meet the requirements of the 231 system and does not allow the exclusion of organisational fault.

    In criminal proceedings, the effectiveness of the Supervisory Body assumes central importance in the assessment of the model's adequacy and in the verification of any fraudulent circumvention thereof.

    Competenze correlate

    Bancarotta e Reati della Crisi d'ImpresaReati TributariReati PrevidenzialiReati Societari, Finanziari e di MercatoRiciclaggio e Reati Economico PatrimonialiContraffazione e Tutela Penale della Proprietà Industriale

    Approfondimenti correlati

    Compliance 231Confisca del profitto e responsabilità 231: la Cassazione delimita l'applicazione del principio Massini nei rapporti tra ente e autore del reatoCommenti e novità giuridichePNRR e responsabilità penale nella fase di chiusura del piano: controlli, fattispecie e tutela preventiva dell'impresaEstradizioni e Mandati di ArrestoMandato di arresto europeo (MAE): radicamento in Italia e rifiuto della consegna

    Frequently asked questions about Administrative Liability of Entities – Legislative Decree 231/2001

    What is corporate administrative liability under Legislative Decree 231/2001?
    Legislative Decree 231/2001 introduces an autonomous imputation framework alongside individual criminal liability: a company may be held liable for offences committed in its interest or for its benefit by senior management or subordinates. Sanctions include financial penalties, interdictory measures and confiscation, with direct effects on business continuity.
    How is the adequacy of an Organisational Model 231 assessed?
    The Organisational, Management and Control Model (MOG) is the exculpatory tool provided by Legislative Decree 231/2001. Its adequacy requires an effective mapping of crime risks, adequate control protocols, an autonomous Supervisory Board, and ongoing training. Adequacy is not measured on paper but on the model's substantial ability to prevent predicate offences.
    What interdictory precautionary measures can affect an entity?
    In 231 proceedings, a company may be subject to interdictory precautionary measures such as suspension of activities, prohibition from contracting with public authorities, exclusion from public subsidies and financing, and prohibition from advertising goods and services. The defence verifies the existence of serious indicia of liability and the concrete risk of reoffending.
    How is the Supervisory Board structured and what are its requirements?
    The Supervisory Board (OdV) must have autonomy, independence, professional competence and continuity of action. It may be single-member or collegial; in SMEs, it may coincide with the board of statutory auditors. The OdV supervises the effectiveness of the Model, receives reports, proposes updates and reports to corporate bodies. Its composition and functioning directly affect the exculpatory defence under Legislative Decree 231/2001.
    Does the Model 231 also protect small and medium enterprises?
    Legislative Decree 231/2001 applies to all entities — including SMEs — that have legal personality or are otherwise endowed with autonomous assets. For SMEs, a simplified OdV structure (even single-member) is permitted, and a Model proportionate to the size and operational complexity of the entity is acceptable. A poorly calibrated or merely formal Model may not produce the exculpatory effect, exposing the company to sanctions.

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