Banca Generali S p A : Organizational and Management Model

BANCA

GENERALI S.P.A.

DESCRIPTION OF THE ORGANISATIONAL AND MANAGEMENT MODEL

Pursuant to Article 6, paragraph 1(a), of Legislative Decree 231 of 8 June 2001, as subsequently amended

May 2021

	CONTENTS
CONTENTS	1
GENERAL SECTION	4
DEFINITIONS	5
1. FOREWORD	7
2. THE REGULATORY FRAMEWORK OF LEGISLATIVE DECREE 231/01	8
2.1 Introduction	8
2.2	Offences	9
2.3	Sanctions	10
2.4	Structural Changes in the Legal Entity	10
2.5	Organisational and Management Models	11
2.6	Industry-Specific Guidelines	11
3. METHODS USED FOR MAPPING SENSITIVE ACTIVITIES	13
3.1	Methods	13
3.1.1 Mapping of "Sensitive" Activities	13
3.2	Summary Checklists	22
3.2.1	Layout	22
4. THE CONTENTS OF THE ORGANISATIONAL AND MANAGEMENT MODEL	24
4.1	The Contents of the Organisational and Management Model	24
4.2	Recipients of the Model	24
4.3	The Law	25
4.4	Articles of Association	26
4.5	The Internal Code of Conduct	26

4.6 Rules Issued in Light of Legislative Decree 231/01 and Related Implementing

Procedures	26
4.7	Internal Regulations	30
4.8	The Corporate Governance System	31
4.9	The Internal Control System	33
4.10	The Organisational Structure and the System of Delegated Powers	36
5. DISCIPLINARY FRAMEWORK	39
5.1	Functions of the Disciplinary Framework	39
5.2	Disciplinary Proceedings and Measures	39

6. THE SUPERVISORY BOARD WITHIN THE MEANING OF LEGISLATIVE DECREE 231/01

41

6.1	Structure and Composition	41
6.2	Eligibility Requirements and Grounds for Revocations	41
6.3	Powers and Duties	42
6.4	Functioning of the Supervisory Board	43
6.5	Information Flows to the Supervisory Board	44

6.6 Occasional Reporting: Communications Channels - Reports to the Supervisory

Board - Particularly Urgent Reports	44
6.7	Periodic Information Flows	45
6.8	Record-Keeping and Filing Requirements	47
6.9	The Supervisory Board's Reports to Other Corporate Bodies	47
7. UPDATING AND ADJUSTMENT OF THE MODEL	48
7.1	Checks and Assessments of the Model	48
7.2	Updating and Adjustment	48
8. OUTREACH PLAN	50
8.1	Introduction	50
8.2	Outreach and Training	50
8.3	Standard Contractual Clauses	51
SPECIAL SECTION	52
1. REGULATIONS ISSUED FOR THE PURPOSE OF COMPLIANCE WITH LEGISLATIVE
DECREE 231/01	53
TITLE I - GENERAL RULES	53
Article 1 - Definitions	53

Article 2 - Regulatory Sources	53
Article 3 - Rules of Conduct	54
Article 4 - Reporting Obligations	55
TITLE II - RELATIONSHIPS WITH THE PUBLIC ADMINISTRATION	55
Article 5 - Reporting Contacts	55
Article 6 - Precautions to be Taken When Liaising with the Public Administration	56
Article 7 - Other Rules of Conduct to be Followed When Liaising with the
Public Administration	56
Article 8 - Proceedings	57
Article 9 - Conflict of Interest	57
Article 10 - Conclusion of Agreements	57
Article 11 - Contractual Terms and Conditions	58
Article 12 - Compliance: Technical and Economic Assessments	58
Article 13 - Payments	58
Article 14 - Unlawful Gifts in Cash or Kind	58
Article 15 - Gifts	59
Article 16 - Selection of Contractual Counterparties	59
Article 17 - Payment of Fees	60
Article 18 - Control over Information	60
Article 19 - Inspections	60
TITLE III - PREVENTION AND AVOIDANCE OF CYBERCRIME AND OFFENCES ARISING FROM
UNLAWFUL DATA PROCESSING	61
Article 20 - General Rules of Conduct	61
TITLE IV - PREVENTION AND AVOIDANCE OF CORPORATE OFFENCES	61
Article 21 - General Rules of Conduct	61
Article 22 - Other Prohibited Behaviour	62
TITLE V - PREVENTION AND AVOIDANCE OF MONEY AND SECURITIES COUNTERFEITING OFFENCES,
OFFENCES OF TERRORISM OR THE SUBVERSION OF THE DEMOCRATIC ORDER, OFFENCES
AGAINST THE PERSON AND CRIMINAL ORGANISATION OFFENCES, FRAUD IN SPORTING
COMPETITIONS, UNLAWFUL EXERCISE OF GAMING, GAMBLING OR BETTING THROUGH
PROHIBITED DEVICES AND SMUGGLING	63
Article 23 - General Rules of Conduct	63
TITLE VI - PREVENTION AND AVOIDANCE OF MARKET ABUSE OFFENCES AND CRIMES	64
Article 24 - General Rules of Conduct	64
TITLE VII - PREVENTION AND AVOIDANCE OF OFFENCES COMMITTED BY WAY OF NON-COMPLIANCE
WITH OCCUPATIONAL HEALTH AND SAFETY REGULATIONS	65
Article 25 - General Rules of Conduct	65

TITLE VIII - PREVENTION AND AVOIDANCE OF OFFENCES INVOLVING THE RECEIVING, LAUNDERING, AND/OR USING UNLAWFULLY OBTAINED MONIES, OR OTHER PROPERTY AND/OR BENEFITS,

AS WELL AS SELF-LAUNDERING	65
Article 26 - General Rules of Conduct	65
TITLE IX - PREVENTION AND AVOIDANCE OF OFFENCES IN BREACH OF COPYRIGHT INFRINGEMENT	66
Article 27 - General Rules of Conduct	66
TITLE X - PREVENTION AND AVOIDANCE OF OFFENCES ENTAILING OBSTRUCTION OF JUSTICE	66
Article 28 - General Rules of Conduct	66
TITLE XI - PREVENTION AND AVOIDANCE OF ENVIRONMENTAL OFFENCES	67
Article 29 - General Rules of Conduct	67
TITLE II - PREVENTION AND AVOIDANCE OF OFFENCES INVOLVING THE EMPLOYMENT OF ILLEGAL
ALIENS	67
Article 30 - General Rules of Conduct	67
TITLE XIII - PREVENTION AND AVOIDANCE OF TAX OFFENCES	67
Article 31	- General Rules of Conduct	67
TITLE XIV - OVERSIGHT AND PREVENTION OF INFRINGEMENTS	68
Article 32	- Disciplinary Sanctions for Attempts	68
Article 33	- Internal Control	68
Article 34	- Claims for Compensatory Damages	69

Article 35	- Disciplinary Proceedings	69
Article 36	- Disciplinary Sanctions	69
Article 37	- Dissemination and Implementation of the Model Pursuant to Legislative Decree
231/01		70
2.	DISCIPLINARY FRAMEWORK	71
2.1	Sanctions Applicable to Professionals and Executives	71
2.2	Sanctions Applicable to Managers	72
2.3	Sanctions Applicable to Directors	72
2.4	Sanctions Applicable to Financial Advisors	73
2.5	Sanctions Applicable to Other Recipients	73

ANNEXES

Annex 1 - Offences specified in Legislative Decree 231/2001

Annex 2 - Summary checklist of sensitive activities

Annex 3 - Senior Executives - Recipients of the Model

GENERAL SECTION