Banca IFIS, sensitive to the need to ensure conditions of transparency and fairness in conducting its business, in order to safeguard its institutional role and image, the expectations of shareholders and those who work for and with the Bank, has deemed it consistent with its corporate policies to implement the Organizational & Management Model envisaged by Legislative Decree 231/2001.
This initiative was taken also in the conviction that application of the Organizational Model is a sound means of increasing the sensitivity of those who work for the Bank, spurring them to adopt, in performing and conducting their activities, fair and linear conduct, such as to prevent the risk of perpetration of the crimes contemplated in Legislative Decree no. 231/2001.
The Bank condemns conduct contrary to current legislative requirements and to the ethical principles also stated in the Bank’s Code of Ethics. In this respect, application and effective implementation of the Model improves the Bank’s Corporate Governance, limiting the risk of crimes being committed.
In preparing its Organizational Model, Banca IFIS has based itself on the guidelines issued by the ABI (Italian Banking Association) for the adoption of organizational models in relation to banks’ administrative liability. These guidelines provide orientation for the interpretation and analysis of the legal and organizational implications stemming from introduction of Legislative Decree no. 231/2001.
Crimes pursuant to Legislative Decree no. 231/2001
As regards the crimes to which the set of rules in question is applicable, at present they consist of the following types:
- Crimes in dealings with Public Administration;
- Computer crimes and unlawful processing of data;
- Organized crime;
- Counterfeiting of coins, legal tenders, government stamps and identification instruments or signs;
- Crimes against industry and trade;
- Some types of corporate crimes;
- Crimes with terrorist intent or aiming to subvert the democratic order;
- Mutilation of female genitals;
- Crimes against the person;
- Market abuses;
- Crimes (manslaughter and negligently causing serious or grievous bodily harm) committed with breach of occupational health and safety regulations;
- Receiving, laundering and use of cash, assets or other benefits of unlawful provenance, as well as self-laundering (as from 1 January 2015);
- Copyright breaches;
- Convincing people to be reticent or to make false statements to the court authorities;
- Environmental crimes;
- Crimes on the subject of employment of third-country citizens with no regular work permits;
- Crimes of corruption between private individuals.
For full observance and interpretation of the Organizational Model, a Supervisory Body has been set up. The Supervisory Body is a collective body formed by Members of the Board of Directors, chosen from among the Non-executive Directors, and the Internal Auditing Officer. Following resolution of the Board of Directors appointed by the Shareholders’ Meeting of 30 April 2013, the Body is currently chaired by the Director Andrea Martin and is composed of another three permanent Members: the Directors Giuseppe Benini and Daniele Santosuosso and the Internal Auditing Officer Ruggero Miceli.
During its meeting held on 13 November 2013, the Board of Directors confirmed its decision not to assign to the Board of Statutory Auditors the functions of the Body as per Italian Leg. Decree 231/2001, and reserved itself the option to consider, next time the corporate offices are renewed, the solution of entrusting the Control body with the Supervisory Body’s tasks as per Italian Legislative Decree 231/2001 (recommended by the supervisory provisions issued with the 15th Amendment dated 2 July 2013 of Bank of Italy’s Circular no. 263/2006).
The Body holds office for three years and meets at least once a quarter. Meetings are regularly documented in minutes, which are recorded in the minutes register. The Committee reports on its work to the Board of Directors every six months. This Body is in possession of independent powers of initiative and control, as per Legislative Decree no. 231/2001 ‘Rules for the administrative liability of legal entities, companies and associations, including those without legal personality’.
Insofar as it is applicable, the Organizational Model adopted by the Bank also refers to the subsidiary, considering the current Group structure, particularly as regards:
- Group Regulations;
- Code of Ethics;
- Group Accounting Manual;
- Proxy Systems;
- Group policies;
- Business procedures (where present).
The Regulations of the Supervisory Body are available on the Bank’s website, in the section ‘Corporate Governance – Corporate Documents – Supervisory Body Regulations’.