According to the provisions of Article 2391bis of the Italian Civil Code and of Article 4 of the Regulations setting forth provisions concerning transaction with related parties (adopted by Consob with resolution No. 17221 of 12 March 2010, as amended by resolution no. 17389 of 23 June 2010), The Board of Directors of Banca Generali approved procedures aimed at ensuring the transparency as well as the procedural and substantive correctness of related party transactions.
On 21 June 2012 the Board of Directors of Banca Generali, following the adoption by the Bank of Italy on 12 December 2011 of the Provisions on risk assets and conflicts of interest of banks and banking groups with Connected Parties, has carried out the integration of this Procedure, even seen the complementary nature of matters, in accordance with Article 9 of the Corporate Governance Code of Listed Companies by introducing also foresight relating the connected parties and by acting on a new version of the Procedure relating to transactions with related parties.
In compliance with the 15th amendment of the Circular Nr. 263 dated 27 December 2006 introduced by the Bank of Italy on 2 July 2013, Banca Generali has adopted the Process of defining and managing of the so-called Transactions of Greater Importance (OMR) by assigning the roles and responsibilities for the identification and management of OMR and for the implementation of the informative process taking into consideration even the complementary nature of matter and of actions carried out by the Bank in terms of Related Party and Connected Party Transactions.
The Procedure for Related Party and Connected Party Transactions and Transactions of Greater Importance aims to put into effect the Rules given by CONSOB and Banca dItalia by introducing, at group level, the rules on transactions with Related Parties and Connected Parties governing the related investigation activities and approval, reporting and disclosure powers.
The procedure is effective from 1 July 2014, supplementing the Related Party and Connected Party Transactions Procedure as most recently approved by Banca Generalis Board of Directors on 21 June 2012.