External Supervisory Body for Italian subsidiaries
In Italy, a Model 231 protects a company only if a Supervisory Body checks that it works. Article 6 of Legislative Decree 231/2001 calls it the Organismo di Vigilanza, or OdV: a body with its own powers of initiative and control, which watches over the Model and asks for updates. For an Italian subsidiary of a foreign group, an external Supervisory Body under Decree 231 is often the simplest way to meet that requirement.
Moreover, when a prosecutor reviews a company, the minutes of the Supervisory Body are among the first documents requested. If they are vague, or whole quarters are missing, the defence starts on the back foot.
On this page: What the law asks | Why an external member | The year of the Supervisory Body | Summary table | The view of Avv. Soardi | FAQ
What Italian law asks of the Supervisory Body under Decree 231
Article 6, paragraph 1, letter b, of the Decree 231/2001 requires a body with autonomous powers of initiative and control. Its tasks are to supervise the functioning of the Model, check that people observe it and see that it stays up to date. The same article, at letter d, adds a warning: the company loses the defence if supervision was missing or insufficient.
However, the law leaves room on the form. In small companies the management body can perform the task itself (Article 6, paragraph 4). Under paragraph 4-bis, the board of statutory auditors can also act as Supervisory Body. Even so, many groups in Italy prefer a separate Supervisory Body under Decree 231, and the reason is practical.
Why an external Supervisory Body suits a group with a subsidiary in Italy
The Supervisory Body must be autonomous and independent from the people it controls. In a subsidiary run by a small local team, an internal member often fails that test, because he supervises his own decisions. An external professional answers to the board, knows Italian criminal law and stays out of daily operations.
There is also a second advantage: headquarters receives reports from someone who writes them in English and explains what an Italian court would make of each finding.
The year of the Supervisory Body
- Appointment by the board, with term, budget and powers written in the resolution.
- An annual plan of checks drawn from the risk areas of the Model.
- Meetings with management, with the statutory auditors and with the external auditors.
- Review of the information flows and of any whistleblowing report that touches the Model.
- Spot checks where the risk is: payments, public tenders, safety, tax.
- Requests to update the Model when the law or the business changes.
- Annual report to the board, and a short version in English for headquarters.
As a result, every step leaves a written trace. That file is what the company shows a court to prove that supervision actually took place.
Summary table
| Topic | Rule | In practice |
|---|---|---|
| Who must have it | Art. 6, para. 1, lett. b | Any company that wants the Model to work as a defence |
| Powers | Art. 6, para. 1, lett. b | Autonomous initiative and control, with its own budget |
| Who can sit on it | Art. 6, paras. 4 and 4-bis | External professionals, internal members, statutory auditors, or the board in small companies |
| Information it receives | Art. 6, para. 2, lett. d | Periodic flows from the risk areas, set out in the Model |
| Risk if it does not work | Art. 6, para. 1, lett. d | The company loses the defence of the Model |
The view of Avv. Soardi
I act as single-member external Supervisory Body for several companies, and I am also a criminal defence lawyer. For this reason I know what a court looks for in an OdV file, because I read those files from the other side too.
The difference rarely lies in the big audit; instead, it lies in the ordinary minute that shows a question asked, an answer received and a follow-up done. Groups tend to underestimate this, although it is precisely what a prosecutor asks for first.
FAQ on the Supervisory Body in Italy under Decree 231
Can a lawyer be the Supervisory Body of a company in Italy?
Yes. In Italy, Decree 231 does not reserve the Supervisory Body role to any profession. What counts is competence in control and in criminal law, together with independence from the company's management.
Single member or board?
The law allows both. For example, a single external member often fits a mid-sized subsidiary; a board of three is more common in large or listed companies, where the risk areas are many.
Does the Supervisory Body receive whistleblowing reports?
It depends on the Model. First, under Legislative Decree 24/2023 the company sets up the internal channel and chooses who manages it; the Supervisory Body must at least be informed of reports that concern the Model.
Is the Supervisory Body personally liable?
Decree 231 does not create a specific offence for the members of the Supervisory Body. However, careless supervision costs the company its defence, and that is the real risk to manage.
Offices and appointment
The firm has its offices in Bergamo and Brescia and accepts Supervisory Body appointments throughout Italy. In practice, most of the work runs remotely, with scheduled visits to the company and meetings with headquarters in English.
Related services: Model 231 for foreign companies in Italy, defence of the company in 231 proceedings, internal investigations in Italy. Italian version: Organismo di Vigilanza esterno.
To discuss an appointment, write to info@studiosoardi.com or call +39 035 236659.
Avv. Stefano Soardi - updated on 21 October 2026
