Business Ethics

We have always been known for our ethics, integrity and responsibility in business. We have an indepth system of internal regulations, procedures and controls that guide us in our daily activities, of which our Code of Ethics is a fundamental pillar.

Our ethical approach, which has long been a distinctive feature of our Group, has enabled us to position ourselves within the Italian banking panorama as a “school of responsible banking”. We have never gone back on our founding values, building a reputation for integrity and independence over time that is widely acknowledged in Italy and the rest of Europe.

In our daily work, we strive to combine profitability and competitiveness with respect for the highest standards of ethics and professionalism. Confidentiality, proper conduct, and the utmost respect for lawfulness are some of the values that guide us in our activity.

Code of ethics

In 2010 we adopted a Code of ethics, containing the terms of reference and the main guidelines which, coupled with the legal obligations and the requirements set by our self-imposed regulations, serve to direct the conduct of our employees, in continuity and consistent with the Group’s mission and our fundamental values.

We firmly believe that proper and transparent conduct increases and protects our reputation, credibility, and standing with the public, authorities and institutions over time, all of which are fundamental assets for the growth of our business.
This is why we are convinced that all conduct must be based on criteria of lawfulness, transparency, common sense and personal ethics, in accordance with our values, guiding principles and corporate procedures, with the awareness of the need not to expose the Group to regulatory or reputational risks.

The values and principles set out in the Code of ethics are fundamental to defining good corporate governance, and represent a logical basis for defining an adequate internal control and risk management system.

The values and principles that we uphold in all our operations are as follows:

Proper conduct and honesty
Impartiality
Professionalism and recognizing the value of our people
Confidentiality
Correct management of conflicts of interest
Transparency and full disclosure
Protection of health
Respect for the environment
Protection of copyright and intellectual property rights
Proper use of company assets.

The Code of ethics has been adopted by all Group Legal Entities, and it applies to Directors, Statutory Auditors, employees, advisors, interns, external collaborators and suppliers.

We have adopted a specific policy for managing conflicts of interest, that enables us to identify, prevent and manage any situations in which the Bank or Group Legal Entities could damage the interests of a client in the pursuit of its own interests or those of another customer. The policy is intended to pick up personal conflicts of staff members, who are required to report any situations in a timely manner, to allow suitable measures to be taken.

A directive governing outside personal interests also requires staff members to obtain authorization from senior management before acquiring any personal financial interests or accepting positions outside the Group.

Code of Conduct

The Code of conduct lays down the fundamental principles underpinning the Group’s reputation, and contains the values which the Bank and the Group uphold in their daily operations. It represents the point of reference for governing internal and external relations in ethical terms, describing the standards of conduct that all Mediobanca’s and the Group’s staff and other collaborators are required to maintain.

The fundamental values are:

Proper conduct
Customer care
Professionalism
Responsibility

Recipients of the Code of conduct are required to adopt a proactive approach, following the training initiatives organized on the relevant regulations, promoting the spread of an ethical culture, representing a positive model for colleagues, and promptly reporting any breaches, co-operating fully with any enquiries or inspections.

In the event of breaches of either the Code of Conduct or the internal regulations, suitable action may be taken, including with regard to variable remuneration, or disciplinary measures commensurate with the seriousness, extent and external relevance of the violation concerned.

Organizational model instituted pursuant to Italian Legislative Decree no. 231/01

We have adopted and regularly update an Organization, management and control model to prevent corporate crimes from being committed in the interest or to the advantage of the Bank or other major Group Legal Entities, as required by the regulations in force. The Organizational Model sets out the behavioural regulations, and identifies the relevant control measures, on the basis of the principles contained in the Code of Ethics and category association guidelines. The Group also has a supervisory body which is responsible for monitoring the functioning and application of the model in practice.

The Organizational model consists of:

A general section, which provides an overview of the main principles on which the Model is based and on which it functions
Special sections, in particular the following: Mapping of crimes and risk activities; Group Code of Ethics; and Reporting flows to and from the Supervisory Body.

Bribery and corruption

We acquire and maintain business relations solely by offering our services based on the specific needs of our clients. We do not behave in such a way as to obtain, or be seen to obtain, an unfair advantage, and we make every effort to prevent cases of bribery at the stages of structuring and executing transactions or business agreements.

To prevent corruption and ensure compliance with all the applicable regulatory requirements, we have drawn up our own internal regulations, procedures and controls, and hold regular training courses and control activities.

Whistle-blowing

We have also compiled a specific policy which sets out the principles, methods and measures by which any relevant breaches of the regulations may be reported internally, safely and if necessary anonymously.

In accordance with the internal policy, we have developed guidelines for whistle-blowing, which guarantee that:

The identity of the person making the report and that of the other people involved or mentioned in the report remain confidential
The contents of the report and the related documents also remain confidential, until such time as the proceedings initiated in response to the report have been completed
The whistle-blower is protected from any repercussions.

Anti-money-laundering

We have adopted procedures and control measures at Group level to ensure that the regulatory requirements in respect of money-laundering, terrorist financing and of international financial sanctions are complied with.

Our commitments have been set out systematically in our Group Policy on Money-Laundering and Terrorist Financing Risk Management.