Our unwavering focus on improving corporate governance has led, in particular, to changes in the Board of Directors, the body responsible for the group’s strategic oversight.
Not only do these changes reflect national and international best practices and developments in ECB and Bank of Italy regulations, but they are the result of our board assessments.
Changes in the board’s composition
Appointed on 28 October 2017 and in office until the approval of the financial statements at 30 June 2020, the current Board reflects a break from the past in terms of its composition:
- it is leaner (with 15 members instead of the previous board’s 18);
- one third of its members are women;
- more than half of the Directors are independent, even according to the more stringent independence requirements established in article 19 of the Articles of Association;
- two members were elected from minority lists, rather than one as for the previous board.
|PREVIOUS BOARD||CURRENT BOARD||AVG. FTSE MIB COMPANIES*|
|NO. OF DIRECTORS||18||15 (1)||13|
|DIRECTORS APPOINTED BY MINORITY LISTS||1||2||2,2|
|NO. OF WOMEN DIRECTORS (%)||33%||33%||37%|
|NO. OF INDEPENDENT DIRECTORS (%) **||44%||53%||63%|
|AVERAGE AGE OF DIRECTORS||59||59||58***|
|(1) Following the resignations of César Alierta and Massimo Tononi on 27 October 2018, the board appointed Maximo Ibarra and Vittorio Pignatti-Morano Campori.
* Consob: 2018 Report on corporate governance of Italian listed companies
** Pursuant to article 19 of the Articles of Association.
*** Bank: 60 years old
Independence is a key element in our decisions and corporate governance, both within the parent company’s Board of Directors – whose members meet specific independence requirements – and in our subsidiaries, where it is our long-standing practice to appoint independent members.
11 out of the 15 board members currently in office qualify as independent under the requirements of the Italian Consolidated Finance Act (“TUF”) and eight are independent according to the more stringent rules established in article 19 of our Articles of Association. We assess their independence annually based on the information they provide and considering any relationships that could compromise their independent judgement.
The independent Directors meet periodically without the other Directors. They met twice in the year ended 30 June 2019 to discuss, in particular, the board assessment and whether the flow of information from the appointed bodies to the board was thorough and efficient.
More stringent independence requirements
Article 19 of the Articles of Association establishes an unequivocal definition of independence, in line with the Code of Conduct. The board of directors assesses the independence of its non-executive members annually, and a director is not independent if they:
- directly or indirectly, on their own behalf or through subsidiaries, trustees or nominees, hold an interest of more than 2% or are a key figure in their group;
- are or have been in the previous three years a key figure of the company or one of its strategic subsidiaries;
- directly or indirectly have or have had in the previous three years a material commercial, financial or professional relationship with the group;
- receive or have received in the previous three years significant remuneration from the group in addition to their fixed non-executive director fees;
- have been a director for more than nine of the past twelve years;
- are a shareholder or director of a company or entity belonging to the network of the firm appointed for the independent audit of issuer;
- are a close relative of a person who meets any of the conditions described above.
|BOARD OF DIRECTORS||OFFICE||DATE OF BIRTH||INDEPENDENT*||INDIPENDENT**||MANAGER|
|MAURIZIA ANGELO COMNENO||DEPUTY CHAIRMAN||18/06/1948||X|
|ALBERTO PECCI||DEPUTY CHAIRMAN||18/09/1943|
|FRANCESCO SAVERIO VINCI||GENERAL MANAGER||10/11/1962||X|
|VITTORIO PIGNATTI-MORANO CAMPORI||DIRECTOR||14/09/1957||X||X|
* Independence requirements according to the art.19 of Articles of Association
**Independence requirements according to Article 148.3 of Italian legislative decree 58/1998