Focus on the optimal Board size and composition
The Board of Directors in office until the approval of the financial statements at 30 June 2020 has 15 members, five of whom are women and two of whom were elected from minority lists.
Over half of the Directors meet the more stringent independence requirements under article 19 of the Articles of Association and more than 70% meet the independence requirements of article 148 of the Italian Consolidated Finance Act (“TUF”).
We devote significant care to ensuring that the Board has a diversity of expertise and experience, which is reflected in its mix of professional qualifications in the fields of banking and business, the long-standing presence of women on the board and our decision to appoint two Mediobanca group managers who bring specific skill sets and in-depth knowledge of the business. The current board members present:
- international professional experience;
- a balance of experience in terms of age and seniority;
- continuity, with the re-appointment of nine Directors (which also allowed them to continue working on the transformation initiatives they had commenced);
- in addition to the long-serving CEO, who has been in office since 2008.
Limiting conflicts of interest
The rules we have established to prevent conflicts of interest are more stringent than the requirements of legislation. To limit the risk of conflicts of interest, Mediobanca’s Directors:
- may not have operating duties in banks, insurance companies or asset management companies, nor may they serve on their advisory boards;
- may not directly or indirectly hold significant interests (more than 10%) in banks, insurance companies or asset management companies.
The current Board is described below and compared with the previous one.
One third of the Directors have served on the Board for over six years, which is consistent with the average for Italian banks.
The average age of our Directors and their breakdown by age group are consistent with the Italian average.
Five of the fifteen Directors are women. In 2012, to comply with the Golfo-Mosca law on gender diversity, we introduced a new rule in the Articles of Association to ensure a balance of men and women on the Board, so that Directors of the less prevalent gender make up at least one fifth (in the first term of office), followed by one third (in the two subsequent terms of office) of the Board.
For the first time, the Board of Directors currently in office will present its own list of candidates for the appointment of the Board at the general meeting called to approve the financial statements at 30 June 2020.
Mix of skill sets
Considering the increasing complexity of the industry in which we operate and the context we currently face, the Board of Directors must have an adequate combination of expertise and professional qualifications.
Accordingly, the Directors are banking experts, corporate and legal compliance specialists and professionals who bring their international experience and in-depth understanding of global dynamics. Distinguished names in banking and industry ensure a calibre of professionals befitting the Board’s strategic oversight role.
Information technology and security skills will become progressively important in the future. As a result of technological developments in banking, this type of expertise is crucial to strengthen the revenue base and prevent fraud.
Powers and role
The Board is the strategic oversight body. It has assigned day-to-day operations to the Executive Committee and the CEO, who perform these duties in accordance with the orientation and guidelines provided by the board.
The Board of Directors defines and approves:
- the orientation and strategic guidelines;
- the business plans, financial plans and budgets;
- the risk management and internal control policies;
- the bank’s overall corporate governance structure and organizational model, ensuring the clear definition of duties and functions and the prevention of conflicts of interest.
Furthermore, the Board appoints:
- the Executive Committee;
- the Chief Executive Officer;
- the General Manager;
- the Manager responsible for preparing the accounts;
- the heads of Internal Audit, Compliance and Risk Control.
- the quarterly and half-year reports and the draft parent company and consolidated annual reports;
- the acquisition and sale of equity investments equal to 10% or more of the investee’s capital and worth more than 5% of the group’s consolidated supervisory capital.
The Board usually resolves on proposals submitted by the Executive Committee or the CEO. However, all directors have the right to present proposals.