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 consists of a General Part and various Special Parts.
The General Part in addition to illustrating the criteria and principles of the
Decree, the Governance Model, and the principles of the Internal Control System,
also describes the component parts of the Model.
Each Special Part contains a legal analysis of the individual crimes mentioned
in the Decree and the general principles of conduct which should inspire conduct
in all the areas potentially “at crime risk”. For each area “at risk”, there are
indications about the company functions involved, the “sensitive activities”,
the specific crimes theoretically possible, how they could be committed or the
forms of conduct leading to their commission, “preventive controls” and the duties
of the Surveillance Body in this regard.
The methodology adopted during the MOG’s updating considers the most significant
jurisprudential pronouncements, the best practices applied, the 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 Surveillance Body, Generali has identified it as a corporate
body designated by Board of Directors resolution.
The Surveillance Body is made up of one non-executive independent director, the provisional Head of
the Group internal audit function, the provisional Head of the Group Compliance
function, two authoritative external professionals with competence and proven
experience in fields related to the duties assigned to the Surveillance Body.