Group General Counsel | Epta
Valentina Russo
Group General Counsel | Epta
How do you approach managing legal aspects during periods of instability or crises, and how does your legal strategy align with the broader business strategy to ensure the organisation’s resilience?
I’ve build up the legal function as a business partner and therefore we try to stay close to the business as much as possible; this goal is ensured through different means, for example by embedding our ESG strategic plan into the broader Group business plan (where Governance is mainly under the legal department’s ownership), by participating to meetings of first line where topic of business, either in terms of importance or urgency, are discussed, by discussing contracts under negotiation with business in order to understand their needs and objectives and of course by participating to Board of Directors’ meeting as secretary. This allows my function to have an updated picture of business needs and goals, also in time of instability or crises, to check in real time where there’s room for our support and the best way to deliver it.
What are the main cases or transactions that you have been involved in recently?
During 2023 we were strongly involved, alongside the M&A function, in the acquisition of the refrigeration business by the Viessmann group and the acquisition of the refrigeration services and professional air-conditioning solutions business of HEIFO GmbH (see attached press release).
In 2024, we were also involved in the divesture of the cold rooms business branded MISA, through the sale to Purever Industries.
From a compliance point of view, we implemented a whistleblowing process with the aim to provide a dedicated channel to employees, customers, suppliers, and internal and external stakeholders of the Group in general, instrumental to report (also anonymously) violations of the Code of Ethics, of the policies, directives and procedures of the Group, of applicable laws and regulations (and also issued the related procedure, which details the manners and the procedures for forwarding and managing the reports).
To establish a solid governance process at group level, we also implemented a new procedure, called “Grant of Authority”, which sets out internal rules and procedures to be applied to all Group’s foreign companies’ directors, attorneys and employees. The GOA defines the rules for the management of the business activities within the Group and towards third parties, promoting transparency and placing authority and accountability at appropriate levels of the organisation, by establishing internal approval flows (different according to cluster of subs) while leaving freedom at local level to act on behalf of the legal entity.
What role does the legal department play in promoting and ensuring corporate social responsibility in your organisation?
The legal department plays a critical role in promoting and ensuring corporate social responsibility by providing guidance on relevant laws and regulations and reviewing contracts and agreements also for compliance related matters. The legal team plays also an important role in developing and implementing policies and procedures that promote ethical and responsible business practices (for example we issued a renewed version of the Code of Ethics, we collaborated with the HR function in the renewal of the conflict of interest policy, we drafted a brand-new Anti-corruption policy and have just launched a training at group level).
What do you see as the major legal challenges for businesses in Italy over the next five years, and how are you preparing to address them?
Thank you for your time and please reach out if you have any questions. If you would prefer to discuss this via phone, I would be happy to make suitable arrangements.