Policies and initiatives to prevent and tackle corruption

[GRI 102-16], [GRI 103-1], [GRI 103-2], [GRI 103-3], [GRI 205-2]

As stated in the Sustainability Policy, the Mediobanca Group is committed to conducting its business in accordance with the highest ethical standards, and does not tolerate any form of corruption, whether active or passive.

The Group acquires and maintains commercial relations solely on the basis of its own offering of services and the specific needs of its clients. It does not engage in any form of conduct which is or could appear to be intended to obtain and/or offer improper advantages. The approach it adopts is also intended to prevent instances of corruption occurring in the structuring and execution of transactions or commercial agreements. To ensure corruption is tackled effectively and guarantee compliance with all applicable laws and regulations, the Group has prepared its own internal regulations, procedures and controls, drawing inter alia on the regulations in force in the various countries in which it operates; arranges regular training; and carries out checks and audit activities.

All the companies included in the scope of the Statement have adopted anti-corruption policies and procedures. In particular Mediobanca S.p.A. has adopted the following anti-corruption instruments, which are available on the company intranet

Organizational Model pursuant to Italian Legislative Decree 231/01
The purpose of the Model is to prevent crimes from being committed which could entail administrative liability for the Bank, including crimes of bribery and corruption (inter alia between private individuals).
The Model, which is approved by the Board of Directors, was updated in July 2018.
All the Italian companies included in the scope of the Statement have adopted their own organizational, management control models pursuant to Italian Legislative Decree 231/01; the London branch office and the companies incorporated under English law have adopted their own anti-bribery and corruption regulations to incorporate the provisions of the UK Bribery Act.

Code of Ethics
The Board of Directors of Mediobanca S.p.A has approved a Code of Ethics, which forms an integral part of the Model instituted pursuant to Italian Legislative Decree 231/01, and sets down the set of values which direct the Group’s conduct. The Code is a fundamental instrument in defining a good system of corporate governance. The Code of Ethics contains references and guidance which complements the legal requirements and self-regulation obligations, with a view to ensuring that behaviour is consistent and compliant with the Group’s mission and its fundamental values.

The Code of Ethics lays down principles, models and regulations in terms of behaviour which the Group undertakes to pursue in all its businesses

  • Fairness and honesty
  • Impartiality
  • Professionalism and valorization of staff
  • Confidentiality
  • Conflicts of interest
  • Transparency and full disclosure of information
  • Health and safety
  • Environment
  • Copyright and intellectual property
  • Use of company assets

The principles and provisions of the Code are binding for Directors, Statutory Auditors, management, staff and collaborators of the Group, and also apply to individuals or entities with which the Group enters into supply or advisory agreements.

The administrative and management units and their various divisions undertake to circulate the Code of ethics and promote its observance. In particular, each recipient is obliged to

  • Refrain from behaviour which is contrary to the Code and to comply with the company’s body of regulations
  • Direct, wherever possible, their own collaborators to comply scrupulously with the Code
  • Circulate the Code to third parties with which the Group companies enter into a relationship

Code of Conduct
The Code of Conduct is the document which, along with the Code of Ethics, sets out the fundamental principles on which the Bank’s reputation is based, and contains the values which underlie its everyday operations. It constitutes the benchmark for regulating relations inside and outside the Bank in ethical terms, setting the standard of conduct required of all its staff and collaborators.
The core values on which the Code of Conduct is based are

  • Proper conduct
  • Professionalism
  • Protection of the client’s interest
  • Responsibility

The Code, which is approved by the Board of Directors, was revised in July 2018.
All the Bank’s staff members and collaborators must familiarize themselves with the Code of Conduct and ensure their behaviour is based on the principles and values set forth in it. The Recipients must also complete the training initiatives which the Bank organizes on relevant regulations, contribute to spreading an ethical corporate culture, and act as positive role models for their colleagues, promptly reporting any violations and co-operating actively with any further enquiries.
Third parties that provide the Bank with their professional activity (are informed of the contents of the Code of Conduct and of the need for their behaviour to be consistent with it.
The heads of the organizational units must ensure that the Recipients under their supervision maintain the highest ethical and professional standards. If they fail to exercise their powers of supervision appropriately, If they do not carry out their powers of supervision with due care, they may be held jointly responsible for the breaches committed by their own staff.
In the event of breaches of the Code of Conduct and the internal regulations, action may be taken involving the offender’s variable remuneration, and disciplinary measures based on the seriousness, extent and external relevance of the infringement.
Group companies which perform banking or financial activities have adopted their own Codes of Conduct9, in accordance with the principles expressed in the document and the specific operating characteristics of each company

Non-compliance risk management policy
The policy, which is approved by the Board of Directors and is in the process of being updated, describes the model used for managing the risk of non-compliance with the regulations in force. The policy has been adopted by all companies included in the scope of application10, and has been adapted on the basis of their specific operations

Whistle-blowing policy
The Whistle-blowing Policy sets out the principles, means and measures adopted to allow staff members to report any malfunctioning within the organizational structure or internal controls system, or any other irregularity in the Bank’s operations or breach of the regulations governing banking activity.
The policy is approved by the Board of Directors and was revised in July 2018. All companies covered by the Statement have adopted their own internal regulations to allow staff members to report any breaches

Gift directive
The Gift Directive, updated in September 2015, sets out precise rules on the possibility of receiving and offering gifts from and to third parties, to avoid behaviour that could give the appearance of being intended to exert improper influence on the conduct of recipients. Most of the companies included within the scope of application have adopted regulations on this issue, in accordance with their own internal corporate governance regulations

Agents directive
The Agents Directive, updated in October 2015 and currently in the process of being revised (scheduled for end-December 2018), defines the procedure for appointing agents, i.e. persons who procure potential clients or business opportunities for Mediobanca, introducing criteria and controls to take into account the risks of bribery and corruption

Internal staff selection procedures
The Group has defined measures to tackle corruption in its internal recruitment procedures, updated in January 2017. In particular controls have been instituted to check whether a new candidate has any relations of kinship or other ties with the person who proposed his/her candidature and/or with existing or potential clients

Mediobanca and the leading Group companies included in the scope of application put on e-learning courses addressing the issue of briber and corruption when new staff members are recruited (on Italian Legislative Decree 231/01 for Italian staff). Completion of the course and passing the test at the end are monitored by the Group HR and Compliance units. The courses are revised and provided again when significant changes are made to the organizational structure or in the relevant regulations. The annual training plan prepared by Group Unit HR and Compliance function may also contain further initiatives in the area of bribery and corruption, for example in the form of seminars or classes.

During the reporting period, a total of 1,303 hours’ training was provided within the Group on anticorruption issues, with a total of 734 staff participating in the training. The anti-corruption policies and procedures have been sent to 92% of the Group’s workforce.

The Board of Directors of Mediobanca approved the new organizational model instituted in pursuance of Italian Legislative Decree 231/01 at a meeting held on 31 July 2018. The model will be analysed in greater depth at an induction session to be held on the relevant regulations, including on bribery and corruption inter alia between private individuals.

Mediobanca and the Group companies take part in meetings of the respective category associations for banking and financial activity, including on the fight against corruption. In particular, Mediobanca is a participant in the ABI working group to revise the guidelines for preparing the organizational models to be instituted pursuant to Italian Legislative Decree 231/01.

Mediobanca has also adopted a Policy for managing conflicts of interest, in order to identify and prevent or manage situations in which the Bank could, in the performance of its business, damage the interests of a customer by acting in its own interests or the interests of another customer. Employees’ personal conflicts are also detected; hence staff members are required to report any such situations in a timely manner, to allow specific measures to be adopted if necessary.

Mediobanca has also adopted a Directive on external personal interests, which requires staff members to obtain authorization from top management before acquiring personal financial interests or accepting positions in companies external to the Group.

The banks and asset management companies included in the scope of the Statement have adopted their own internal regulations on conflicts of interest, requiring measures to be taken to govern also personal conflicts.

Group employees who have received communications on the anti-corruption policies and procedures

Categories of staffNo.%
Top management11 11 100
Management 312 87
Middle management 1,565 88
White collars 2,340 95
Total 4,228 92
Geographical regionNo.%
Italy 3,924 94
France 17 77
Spain 25 100
Germany 12 100
United Kingdom 108 65
Rest of world 142 66
Total 4,228 92


Group employees who have participated in anti-corruption training activities

Categories of staff No. %
Top management 2 18
Management 69 19
Middle management 275 15
White collars 388 16
Total 734 16
Geographical regionNo.%
Italy 647 16
France 5 23
Spain 15 60
Germany 5 42
United Kingdom 40 24
Rest of world 22 10
Total 734 16



9) Mediobanca SGR, acquired in April 2017, will finalize its adoption of the Code of Conduct by year-end 2018
10) Mediobanca SGR, acquired in April 2017, will finalize its adoption of the Policy by year-end 2018
11) “Top management” refers to the eleven strategic management figures under the Consob regulations in force