Corporate documents

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.

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.

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.

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.

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.

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 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.

La Fit & Proper Policy, in linea con le disposizioni della normativa applicabile, definisce i requisiti e i criteri di idoneità allo svolgimento dell’incarico degli Esponenti Aziendali e dei Responsabili delle Principali Funzioni Aziendali.