Banca Generali

The policy aims to:

• govern any operations carried out with parties related to Banca Generali or its subsidiaries by setting out internal rules that allow the company to ensure transparency and substantive and procedural propriety in any such cases
• define how any requirement to disclose such transactions is to be carried out

The code contains rules on dealing with reserved and confidential information as well as on how to keep a register of the people who have access to such privileged information.

The main points of the code on the protection and disclosure of inside information are:

• the definition of what constitutes reserved and confidential information
• identifying the people who are subject to the code
• implementation of the procedures for handling inside information

Company officers, directors, members of the board of statutory auditors and employees of the company and its subsidiaries as well as third parties are required to treat as confidential any and all of the documents and information of which they may become aware in the performance of their duties.

Italian insider-trading laws have increased the level of transparency required of listed companies with regard to the market and investors. The Consolidated Financial Services Act (the so-called TUIF) and Consob regulations govern the way information is provided to the market regarding transactions worth at least 5,000 euros, carried out in the course of a calendar year, by key company personnel.

The company's policy was approved by the board of directors on 18 July 2006 and changed on 20 February 2008.

Further information and a list of filings are available in the Insider stock trading section.

The board of directors adopted an organizational and management model to prevent offences defined by Legislative Decree No. 231 of 8 June 2001, which introduced the principle that corporations may be held liable for offences committed by individuals entrusted with corporate representation, administration or management.

The company therefore set up a panel to act as a supervisory board (reporting to the board of directors). Its members are:

The rules regulating the proceedings of Board of Directors’ meetings were adopted by Banca Generali on 16 February 2007 and are aimed at ensuring that Board meetings are conducted in accordance with the principles set forth in the Corporate Governance Code for Listed Companies.

In 2004, Banca Generali adopted the Code of ethics of the Assicurazioni Generali group, a document that embodies the corporate culture, based on the highest standards of confidentiality, loyalty and honesty in terms of conduct both within the bank and with regards to the market. It lays out rules for all the bank's directors, statutory auditors, employees, financial advisors and, in general, any third parties that come into contact with the company. On 12 May 2010 Board of Directors of Assicurazioni Generali adopted the new Code of ethics of the group.