Through the board evaluation process, we regularly check the adequacy of the board of directors in relation to its size, composition and functions.
In conducting the board evaluation, we use the aid of a specialist outside consultant in order to ensure greater impartiality. The procedures for the process are set out in an internal regulation approved by the board of directors. This also enables us to establish a standardised process over the years that produces comparable results.
The process consists of three stages:
The evaluation process in respect of the size, composition and functioning of the board of directors and committees, as required by the supervisory instructions for banks on the subject of corporate governance, was carried out in the period from February to June 2019.
The results of the evaluation showed a positive situation, confirming the effectiveness of the work carried out by the board.
OUTCOME OF 2019 BOARD EVALUATION
The following points in particular emerged:
- composition (in terms of size, capabilities, background, diversity also in terms of gender, and number of independent members) considered to be adequate
- flow of information ahead of the meetings, documentation on risks facing company and risk controls, and segmentation of budget and closing data by business line, all held to be satisfactory
- board members were satisfied at the work done by the Board in terms of the number and duration, level of debate and minutes of the meetings and the induction and training programme.
- board members were appreciative of the ways in which the Chairman informs, directs and stimulates the discussions in the Board meetings and of the leadership shown by him
- the participation of the heads of the control units and the Group’s main business areas in Board and induction meetings was appreciated
- largely positive assessment of the composition and functioning of the Board and the Committees (adequacy and self-assessment) which confirms the effectiveness of the work done
- the Executive, Appointments, Remunerations and Risks Committee were felt to be excellent in terms of role, functioning, composition and size.