Organizational and Management Model

Generali’s Board of Directors adopted an organizational and management model aimed at preventing criminal offences described by Legislative Decree no. 231 dated 8 June 2001, on the subject of administrative liability of companies for criminal offences perpetrated by their representatives.

Besides complying with all the necessary formal requirements, this document fully meets the main purpose – even in its substance – requiring its adoption, that is the need to provide the Company with a tool ensuring its exemption from the administrative liability, as clearly envisaged by the aforementioned Decree.

The model is made up of a set of principles, rules, provisions and organizational schemes related to the management and control of corporate business. It consists of an explanatory document, containing the general norms apt to prevent the performance of offences, except in the cases of fraudulent evasion.

The identification of processes involving offence-risks and of existing operational structures led to the issue of the so-called 231/01 norms, namely a series of general and special provisions based on the draft guidelines released by ANIA – the Italian Association of Insurance Companies – and its Operational Suggestions. In the latter ANIA specified, on the one hand, the procedure to follow for the adoption of Models and, on the other, possible detection/prevention tools for offence types described in the above-mentioned Legislative Decree.

As concerns the Supervisory Body, Generali has identified it as a corporate body reporting to the Board of Directors.

The fundamental idea is to appoint as members of said body those who, within the corporate and firm organizational structure, hold key functions in relation to the reference framework of the subject at hand. Preference is given to those holding an office that, for technical and/or organizational reasons, can guarantee the best possible contribution to the performance and the attainment of the Supervisory Body’s functions and objectives.

Consequently, the said Body is made up of the Chairman of the Internal Control Committee, the Manager of the Legal Affairs Department and the Processor of the Internal Control System.

The Supervisory Body members must have performed, for a reasonable period of time, professional activities in fields related to insurance, credit or finance and fulfill the honourableness criteria set out by the current provisions envisaged for insurance companies directors.