Security-Compliance Guidelines of the Generali Deutschland Group

Transcription

1 Security-Compliance Guidelines of the Generali Deutschland Group as at January 2009

2 Contents Page PART 1: OVERVIEW 3 A. Definition 3 B. Targets 3 C. Scope of application 3 PART 2: COMPLIANCE 3 A. Duties of conduct 3 I. Prohibition of insider transactions 3 1. Definitions 4 a. Insider information 4 b. Insider 4 c. Insider securities 4 2. Prohibition to trade with insider securities 4 3. Prohibition to pass on insider information 5 4. Prohibition to influence decisions 5 II. Duties of declaration 5 1. Duty of declaration due to an insider information 5 2. Duty of declaration of persons with management functions 5 ("Directors Dealings") III. Trading prohibitions 5 IV. Passing on of information 5 V. Prohibition to manipulate the market price 6 B. Compliance official 6 I. Tasks 6 II. Control rights 7 III. Time windows and blocking periods for trading 7 IV. Prohibition list 7 C. Legal consequences 7 PART 3: CONCLUDING RULES 8 A. Outsourcing 8 B. Coming into force 8-2 -

3 PART 1: OVERVIEW A. Definition The English term "compliance" comprises the total of all efforts of an enterprise to observe all legal rules by taking preventive organizational measures. The objective of these Compliance Guidelines is the observance of the rules of the Securities Trading Act (Wertpapierhandelsgesetz WpHG). These rules prohibit and provide penalties for, among others, insider transactions and the passing on of insider information. The Generali Deutschland share is traded at the stock exchange. It therefore is a so-called insider security and is subject to the rules of the WpHG. B. Targets These Guidelines and the measures taken by the compliance official (see part 2/B below) are to prevent that persons acting for the company commit infringements of the WpHG due to lack of knowledge regarding the legal situation or to a lack of problem awareness. A correct and professional conduct of staff is to ensure the trust of shareholders, customers and capital market in the Generali Deutschland Group. C. Scope of application All the staff of the Generali Deutschland Group is subject to these Compliance Guidelines. In the sense of these Compliance Guidelines the staff does not only comprise the Group's employees but also the managing directors and the members of the Supervisory Boards of the individual companies of the Generali Deutschland Group. The Compliance Guidelines are a material element of the employee relationship. PART 2: COMPLIANCE A. Duties of conduct I. Prohibition of insider transactions The prohibition of insider transactions under the WpHG refers, among others, to securities licensed for trade at a German stock exchange. This applies to the share of Generali Deutschland Holding AG. Therefore any staff member of the Generali Deutschland Group is a potential insider. For that reason, the following rules of conduct have to be observed: Under the Securities Trading Act (art. 14 WpHG) it is prohibited - to acquire or to sell insider securities, for one's own account or for the account of a third party or for another person, by making use of insider information; - to disclose insider information to another person or give another person access to such information without being authorized to do so; - to recommend to another person, on the basis of insider information, to acquire or sell insider securities or to otherwise induce another person to do so

4 1. Definition a. Insider information Insider information is concrete information about circumstances not publicly known which, in the case of their becoming public, involve the possibility of having a material influence on the stock-market price or market price of a security or derivative instrument. The possibility of a material influence exists, if a knowledgeable investor would take that information into account in his or her investment decision. In this context it is irrelevant whether the circumstances refer to the company directly or whether they have an influence on the company from the outside. Circumstances are also those of which it can be assumed with a sufficient probability that they will occur in the future. Concrete plans as such may also represent an insider information. Insider information may, for instance, be the following: - planned capital measures concerning the company, - major changes of the business result, - planned dividend changes, - planned mergers or conversions, - bigger acquisitions/sales of companies, - changes of personnel in key positions, - important litigation or anti-trust proceedings, - conclusion of a profit-transfer agreement or control agreement, - withdrawal from existing core activities or taking up new core activities, - larger stock-market orders by third parties. Even assessments such as statements and legal opinions as well as other subjective assessments may represent insider information. Mere rumours without a concrete core of facts, however, are not considered as insider information. If in an individual case there should be doubts whether an information is to be regarded as an insider information, it is possible to have this issue clarified by the compliance official. b. Insider An insider is any person who has knowledge of an insider information. c. Insider securities Insider securities are securities, in particular shares, bonds, participating certificates, option warrants and derivatives which are listed at the stock exchange, traded in an unlisted market or over the counter or which are licensed at an organized market in a member state of the EU or the EEA. Therefore primarily the shares of Generali Deutschland Holding AG are to be regarded as relevant insider securities. In addition, also other securities may be insider securities. To the extent, for instance, Generali Deutschland Holding AG has business contacts with other companies listed on the stock exchange and thereby obtains insider information (e.g. distribution partners, shareholders), also the shares of the latter may be insider securities to which the duties of conduct under the WpHG would apply. 2. Prohibition to trade with insider securities It is prohibited to insiders to acquire or to sell insider securities by making use of an insider - 4 -

5 information, independent of whether they act on behalf of the company or on their own private behalf, for their own account or for the account of third parties. In this context it is irrelevant in what way the insider information influences the decision to purchase or sell. 3. Prohibition to pass on insider information It is prohibited by law to "pass on insider information to another person or to give another person access to such information without being authorized to do so". This includes, for instance, uninvolved third parties, business friends, family members or acquaintances. Within the company it is only allowed to pass on insider information if the information is given to a superior within the scope of the fulfilment of business tasks. Furthermore it is allowed to pass on information to staff and colleagues to the extent the latter imperatively need that information for performing their working tasks. 4. Prohibition to influence decisions It is prohibited to influence another person, on the basis of an insider information, in his or her decision regarding the acquisition or disposal of insider securities. In this context it is irrelevant whether this influence is exercised in an open or disguised manner and whether the insider information itself is indicated or not. II. Duties of declaration 1. Duty of declaration due to an insider information Members of staff obtaining knowledge of an insider information have to declare with without delay to the compliance official so it can be verified whether there is the duty to make an ad-hoc announcement. 2. Duty of declaration of persons with management functions ("Directors Dealings") Persons with management functions have to declare their own transactions to the German financial services regulator "Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)" and to the compliance official. Under certain conditions, also other persons to which they have a close relationship have to comply with this duty of declaration. Persons with management functions are the members of the corporate bodies and other persons having regular access to insider information and being authorized to take material corporate decisions. These persons will be informed by the compliance official about their particular position and the duties involved in detail. III. Trading prohibitions To the extent trading prohibitions and blocking periods for trading have been communicated to members of staff, these have to be strictly observed. IV. Passing on of information As a matter of principle, confidential information, even if it is no insider information, is not allowed to leave the confidentiality zone in which the information occurred (so-called Chinese walls). Accordingly all staff members of the department concerned are obliged to treat the corresponding information as strictly confidential

6 An information flow across departments (so-called wall crossing) is only admissible to the extent this is necessary for the due fulfilment of occupational activities. V. Prohibition to manipulate the market price It is prohibited to all members of staff to take deceiving action that may have an influence on the market price of the Generali Deutschland share or on the price of other securities or derivatives. In particular it is not admissible to provide incorrect or misleading information on circumstances that are of relevance for the valuation of the security or to conceal information contrary to existing legal rules. Equally it is prohibited to make transactions and to give orders to purchase or sell which may cause misleading signals regarding the offer, the demand or the market price in respect of securities and derivatives or which may create an artificial price level. B. Compliance official The monitoring and controlling in respect of the Security Compliance Guidelines of the Generali Deutschland Group is ensured by the compliance official and the representative of the latter. The compliance official is in charge of the application of the Security Compliance Guidelines of the Generali Deutschland Group. He or she is appointed by a resolution of the Board of Management of Generali Deutschland Holding AG and reports directly to the Managing Board member in charge of the Group Legal Department. In performing his or her compliance-related tasks, the compliance official acts independently of instructions. In particular he or she cannot be instructed not to verify specific transactions done by members of staff. These rules also apply to the representative of the compliance official. The compliance official may delegate the fulfillment of his tasks to other employees. If the necessity arises, individual companies of the Generali Deutschland Group will appoint compliance managers in consultation with the compliance official. The compliance managers represent the compliance official in the companies concerned and they pass on relevant information to the latter. To the extent the compliance managers perform tasks of the compliance official they also act independently of instructions. I. Tasks The compliance official has the following tasks: - taking organizational measures ensuring the observance of the Compliance Guidelines and of the rules of the WpHG; - giving all staff of the Generali Deutschland Group access to the Security Guidelines and to be available to answer questions; - monitoring the observance of the Guidelines and examining possible infringements; - taking decisions in respect of the determination of time frames and blocking periods for trading; - possibility of keeping a prohibition list indicating those insider securities in respect of which insider information is to be expected; - deciding on the approval of transactions subject to approval; - keeping of insider lists indicating those persons having due access to insider information. Upon request, the compliance official will submit these lists to the financial services regulator BaFin; - acceptance and publication of the declarations made in respect of directors' dealings; - ensuring the organization and the observance of obligations regarding ad-hoc announcements and advising the Board of Management in decisions concerning the publication of ad-hoc announcements

7 The compliance official reports to the Board of Management about his or her activities on an annual basis and reports without delay if special circumstances arise. II. Control rights In the case of a suspicion, the compliance official and his or her representative have an adequate right of access and inspection in respect of all relevant data and they have the right to require information from all staff members of the Generali Deutschland Group. III. Time windows and blocking periods for trading In coordination with the Board of Management of Generali Deutschland Holding AG, the compliance official may fix so-called time windows and blocking periods for trading with the shares of Generali Deutschland Holding AG. Outside the time windows fixed for trading, i.e. in periods in which trading is blocked, it is prohibited to the staff included in the insider list to do any transactions with the insider security concerned, which refers both to transactions within the scope of their occupational tasks and so-called staff transactions (private transactions). Exceptions are only admissible with the prior approval of the compliance official. The time windows and blocking periods for trading are communicated to the staff on a timely basis, as a general rule once a year in advance. IV. Prohibition list The compliance official may keep a prohibition list, indicating those securities and derivatives for which insider information exists or is to be expected. Once the fact that was of relevance for inclusion in that list is no longer applicable, the security or derivative is deleted from the prohibition list. The securities and derivatives included in that list are not allowed to be traded neither by the companies of the Generali Deutschland Group nor by the staff members to who this list was made known. Exceptions are only admissible with the prior approval of the compliance official. This list is only to be disclosed to those employees who have or could have insider information in this regard. Otherwise the prohibition list has to be treated as strictly confidential. C. Legal consequences Infringements of these Guidelines may involve serious penal sanctions. Under art. 38 WpHG persons acquiring or selling an insider securities may be punished with a prison term of up to 5 years or with a fine. In addition an infringement of the Compliance Guidelines may have consequences under labour legislation and may even lead to the employment contract being terminated without notice. The compliance official is entitled to instruct a member of staff of the Generali Deutschland Group to revoke any transactions done contrary to the provisions of these Guidelines. In respect of complaints regarding transactions regulated by these Guidelines decisions will be taken by the compliance official in coordination with the management of the company concerned

8 PART 3: CONCLUDING RULES A. Outsourcing If major activities of a company of the Generali Deutschland Group are outsourced, the management has to ensure in coordination with the compliance official that the third parties also undertake to observe the "Security Compliance Guidelines of the Generali Deutschland Group". B. Coming into force These Security Compliance Guidelines come into force with immediate effect