Serenissima SGR is a member of Assogestioni and thus adopts its Internal Code of Conduct, in full compliance with the guidelines laid down by the Trade Association, the Articles of Association and the Code of Best Practices. Internal Regulations aimed at preventing the occurrence of conflicts of interest, with rules of conduct that ensure independence of management and confidentiality of operational choices, while precluding the use of privileged information also for personal purposes.
The membership of Assogestioni entails the compliance with the Articles of Association and with the Code of Best Practices for managing conflicts of interest that could possibly arise in business operations. Serenissima SGR is also a member of Assoimmobiliare.
Organisation, Management and Control Model compliant with Italian Legislative Decree No. 231/2001
Italian Legislative Decree No. 231 of 8 June 2001 introduced a penalty system within the Italian legal system that contemplates forms of official liability in relation to offences committed in their interests or to their benefit by senior management or subordinates.
In such cases, the company’s liability is excluded if it is able to demonstrate the adoption and effective implementation - before committing the offence - of an Organisation, management and control Model, suitable for preventing offences such as those occurred. This Model consists of:
- rules and operating or technological measures (or prevention activities), aimed at preventing offences being committed, which must be observed by the corporate bodies (Directors and Statutory Auditors), employees, agents, attorneys, outsourcers and other parties with which the Company comes into contact during its business dealings;
- a system of controls aimed at checking the efficacy of the Model, its adequacy with regard to the company situation, the effectiveness of the Model itself, or the actual observance by the personnel.
A necessary element, required by law and case law, in order to ensure the efficacy and effectiveness of the Organisation, management and control Model, as per Italian Legislative Decree No. 231/2001, is represented by the establishment of a Supervisory Body, with independent powers of initiative and control, which will be assigned the control tasks mentioned with regard to the efficacy and effectiveness of the Model.
Accordingly, during the meeting held on 4 July 2008, the Board of Directors of Serenissima SGR S.p.A. approved the Organisation, management and control Model pursuant to Italian Legislative Decree No. 231/2001 and set up the Company’s Supervisory Body.
The Model is constantly updated in order to bring it in line with the updates in field regulations.
Conflict of interests
Serenissima SGR endeavours to supervise so as to identify conflicts of interest. To this end, it adopted internal procedures suitable for minimising risks potentially deriving from operations in conflict of interests also associated with relations with the Shareholders/Partners of the Asset Management Company, or of other Group companies.
Each Fund can carry out transactions with the shareholders/partners of the Asset Management Company, or with the companies forming part of the Group to which the Asset Management Company belongs. These transactions can be carried out within the limits of and adopting the precautions envisaged by the pro tempore legislation in force as well as by the Fund Regulations, provided that equal treatment is in any event ensured, also having regard to the charges associated with the transactions to be carried out. In this case, the Board of Directors may take its own decisions with regard to the performance of deeds or transactions in which the Asset Management Company has an interest in conflict only after examining the opinion of the Advisory Committee of the relevant Fund and subject to the favourable vote of at least two independent directors forming the Board of Directors.
"Independent directors" are individuals with recognised experience, expertise and specialisation in the financial, real estate, economic and legal sphere who have declared that they have the independence requirements envisaged for independent directors by the Code of Best Practices for asset management companies prepared by Assogestioni.
The BoD meeting held on 29 October 2010 approved the Conflicts of interest policy, adapting it from the Policy drawn up by Assogestioni on the subject.
Transparency of management activities vis-à-vis the investors
When performing its management activities, Serenissima SGR avails itself of an Advisory Committee, established for each operational Fund. The justified opinions of the Committee are advisory in nature.
All the Committee members must be chosen from among individuals with recognised experience, expertise and specialisation in the financial, real estate, economic and legal sphere. The Committee members must be chosen, as a general rule, on the basis of independence requirements envisaged for independent directors by the Code of Best Practices prepared for the Asset Management Company by Assogestioni.
A General Meeting of the Members is envisaged for each Fund. This Meeting resolves - inter alia - on the replacement of the management company, the request for admission to listing of the Fund, the amendments to the Regulations concerning the Fund’s management policies, as well as other matters bindingly reserved for it by law provisions.