To download and view the documentation on the corporate and governance policies of Banca Generali.
Articles of Association
The articles of association define the company's purpose, its capital structure and the rules for the running of the business. They can only be changed by the shareholders meeting, except for cases defined in Article 18 Comma 2.
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Diversity Policy for Members of the Company Bodies
Banca Generali recognises and reaps the benefits of Diversity at the level of the Group, its Boards and its management, in all respects, including gender, age, qualification, competencies, training and professional background. Accordingly, Banca Generali has adopted a Diversity Policy for Members of the Company Bodies with the aim of concretely implementing the values of Diversity and Inclusion (D&I). To Banca Generali, ‘Diversity’ means understanding, recognising and making the most of differences; ‘Inclusion’ means being committed to attracting and developing talent, giving value to all aspects of diversity, encouraging all those who are a part of the Group to realise their fullest potential.
This Policy has been applied to the Banking Group effective 5 March 2018.
Policy on conflicts of interest management
In accordance with the provisions of the current legislation on conflicts of interest, Banca Generali updated the "General Policy on Conflict of Interest Management" adopted in its latest version by the Board of Directors on 13 December 2017. This document outlines the methodology adopted for identifying actual and potential conflicts of interest and the organisational model for managing them.
Internal Code of Conduct
The Internal Code of Conduct sets forth the rules of conduct imposed on members of the administrative and internal control organs, employees, financial advisors and collaborators of Banca Generali S.p.A.
The Code adopted by Banca Generali:
- takes account of the guidelines drawn up from time to time by trade associations (in particular, the Italian Banking Association, Assoreti and Assogestioni) concerning the preparation of governance codes;
- integrates, as necessary, its provisions with the changes introduced by the Intermediaries Regulations (as most recently established in Consob Resolution No. 16190 of 29 October 2007, as further amended) and the Bank of Italy and Consob Regulations issued on 29 October 2007, as further amended, pursuant to Article 6, paragraph 2-bis, of the Consolidated Law on Finance.
- takes account of the Ocse Guidelines for Multinational Enterprises as well as the Ocse Corporate Governance Principles.
The Code is drawn up in accordance with the principles set forth in the Code of Conduct of the Assicurazioni Generali Group, which defines the main rules of conduct binding on all the employees and members of the administrative bodies of the Generali Group’s Companies.
Code on the protection and disclosure of inside information
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.
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Insider Trading Policy
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 20,000 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 27 July 2017.
Further information and a list of filings are available in the Insider stock trading section.
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Organisational and management model
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.
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Rules Regulating the Proceedings of Meetings of Board of Directors
The Rules Regulating the Proceedings of Meetings of Board of Directors were adopted by Banca Generali on 16 February 2007, and lastly updated on 1 March 2018. They are aimed at ensuring that Board meetings are conducted in accordance with the principles set forth in the Corporate Governance Code for Listed Companies and the Supervisory Provisions.
- 20 Mar 2018 | h: 16:29
Corporate governance report
Banca Generali keeps the market informed every year about its corporate governance system and its adherence to the Corporate Governance Code of Listed Companies by preparing a report highlighting how the company has complied with the code's principles and criteria and with international best practice.
The report provides:
- information about the ownership structure;
- information about corporate bodies (composition, duration, functions and powers);
- information on how the company's stock option plans work;
- details of the rules governing the treatment of confidential information and significant operations with related, atypical or unusual parties;
- information about the regulation of insider trading;
- information about the organizational and management model;
- information about the internal controls system, the officer responsible for preparing the company's financial reports and about the external auditors.
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Corporate governance project
Pursuant to the Order of the Governor of the Bank of Italy of 4 March 2008, Banca Generali has prepared a Corporate Governance Project (approved by the Board of Directors on 24 June 2009 and most recently amended by the Board of Directors on 24 September 2013). The purpose of the Corporate Governance Project is to illustrate:
- the reasons why the chosen traditional administration and control model is suited to ensuring the efficiency of management and effectiveness of controls;
- the decisions concerning the Bank’s organisational structure;
- the organisational structure of the companies belonging to the banking group;
- the Articles of Association and financial structure;
- the Internal Control System;
- the resources devoted to the management of conflicts of interest; and the methods of interaction between the company bodies and the functions of the subsidiaries, as well as the flows of information towards company bodies.
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Related party transactions
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 d’Italia 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 Generali’s Board of Directors on 9 May 2017.
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Risk assets and conflicts of interest connected parties
The Provisions for the Prudential Supervision of Banks – Bank of Italy Circular No. 263/2006, ninth update of 12 December 2011 — set forth provisions governing Risk assets and conflicts of interest in relation to Connected Parties (Title V, Chapter 5), which aim to safeguard against the risk that the proximity of certain parties to the Bank’s decision-making centres may compromise the objectivity and impartiality of decisions regarding the granting of loans and other transactions in relation to such parties, with possible distortions of the resource allocation process, exposure of the bank to risks subject to inadequate measurement or oversight and potential damages for depositholders and shareholders.
Banca Generali approves and revises, at least every three years, its internal policies governing controls of risk assets and conflicts of interest in relation to Connected Parties.
This document is integrated with:
- the Procedure for Related Party and Connected Party Transactions and Transactions of Greater Importance adopted by the Bank in accordance with Consob Regulation No. 17221/2010 and the Bank of Italy’s Provisions concerning risk assets and conflicts of interest with Connected Parties;
- the Conflicts of Interest Policy adopted by the Bank in accordance with the joint Bank of Italy/Consob Regulation of 29 October 2007, issued pursuant to Article 6, paragraph 2-bis, of the Consolidation Law on Finance;
- the Equity Investment Management Policy adopted by the Bank in accordance with the Bank of Italy’s Provisions governing risk assets and conflicts of interest with Connected Parties;
- other internal regulations and policies adopted by Banca Generali and in effect from time to time.
Country by country reporting
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