Corporate documents

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.

Company regulations

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 23 February 2021.

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 11 December 2018. 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, the changes introduced by the Delegated Regulation (EU) 2017/565 and with the provisions of the Intermediaries Regulation (as most recently established in Consob Resolution No. 20307 of 15 February 2018);
  • It is an integral part of the Organization and Management Model adopted by the Bank for the purposes of preventing the offenses referred to in Legislative Decree 231/2001;
  • 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.

Codice trattamento informazioni privilegiate

The Code for the management of relevant information and privileged information has the purpose of:

  • regulate, with binding effect, the management and processing of relevant information and privileged information, as well as the procedures to be observed for the communication, both inside and outside the company, of documents and information concerning Banca Generali, or its subsidiaries if such information is also relevant for Banca Generali, with reference to privileged information;
  • in the context of the management and processing of relevant information and privileged information, provide Banca Generali with rules aimed at preventing commission, attempted commission, or involvement, direct or indirect, in conduct of market abuse, in line with applicable regulations and laws.

Within the aforementioned code, the qualifying information is defined, respectively, as relevant information and privileged information for the purposes of the applicable market abuse legislation, the persons required to comply with the code and the methods of processing the information mentioned above.

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 17 December 2020.

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

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.

Tax Strategy

The tax strategy is an essential element of the tax risk control system (Tax Control Framework or TCF) which, in defining the methods of sound and prudent management of the tax variable:

  • is inspired by the principles set out in the "Internal Code of Conduct", adopted by Banca Generali SpA, drawn up in line with the "Code of Conduct" of the Assicurazioni Generali Group, which defines rules of conduct and related disciplinary sanctions applicable to employees and members of the bodies administrative offices of the Group companies;
  • it is part of the Compliance Model, for assessing the risk of non-compliance with regulations, helping to ensure the achievement of the related objectives, as prescribed by Circular no. 285/2013 of the Bank of Italy, with regard to the management of tax risk;
  • integrates the safeguards provided for by the organizational and management model, as the TCF also represents an instrument for the prevention of offenses from which corporate criminal liability may derive, sanctioned, for the Italian legal system, by Legislative Decree 8 June 2001, no. . 231, and the related reputational risks.

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.

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.

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. Recently, on 22nd June 2021, the Board of Directors of Banca Generali approved an updated version of such procedure in line with the new provisions included in Consob Regulation No. 17221 of 12 March 2010 (introduced by Consob with resolution No. 21624 of 10 December 2020) effective as of 1st July 2021.

The Procedure for Related Party and Connected Party Transactions aims at putting into effect the rules given by CONSOB and Bank of Italy by introducing, at group level, the rules on Related Party and Connected Party Transactions governing the related investigation activities and approval, reporting and disclosure powers.

Country by country reporting

​​​​​​COUNTRY BY COUNTRY REPORTING AS PER ARTICLE 89 Directive No. 2013/36/EU ("CRD IV") Bank of Italy Circular Letter No. 285 dated 17 December 2013 – Part I, Title III, Chapter 2, Annex A 1.

Introduction

In order to increase the confidence of EU citizens in the financial sector, Article 89 of Directive No. 2013/36/EU of 26 June 2013 introduced the obligation for banks to provide periodic disclosure on activities carried out in the individual countries in which they have establishments.

This disclosure includes a list of the companies established in each country, with details of the nature of the activity performed and, separately for each country, the amount of turnover generated, profits earned, taxes paid, number of employees and amount of public funding received.

Data related to the consolidated financial statements at 31 december 2021

Rules Regulating the Proceedings of Meetings of Board of Directors and Internal Committees

The Rules Regulating the Proceedings of Meetings of Board of Directors and of Internal Committees aimed at ensuring that these ones are conducted in accordance with the principles set in the Supervisory Provisions.

Shareholders Engagement

Banca Generali is committed to managing dialogue with all its shareholders through fair, transparent and differentiated forms of engagement, in the belief that establishing and maintaining a constant and ongoing relationship with all major stakeholders is in its own specific interest, as well as a duty towards the market.

To this end, on 17 December 2021, the Bank's Board of Directors approved an ad hoc policy for the management of the aforementioned activities in line with the legal, regulatory and self-regulatory requirements in force.

Discover the documents of our Ordinary Shareholders' Meeting

Minutes, reports, communications and notices from our Shareholders' Meeting.