Three committees have been established within the board: risks, remuneration, and appointments. The board has also appointed an executive committee, to which it has delegated the day-to-day management of the bank.
The executive committee is responsible for day-to-day management of the bank, while the other committees, referred to as board committees, mainly perform advisory and information gathering functions.
The new articles of association establish the option, rather than the obligation, to create an executive committee, according to the size of the board of directors, as well as the complexity of the banking group’s operations and the variety and number of business areas covered.
Specifically, the risks committee reports on the internal control system, risk management, and the financial reporting structure. The remunerations committee reports on the setting of the compensation for senior positions and on the staff remuneration, loyalty and incentive policies.
The appointments committee performs the duties stipulated by the regulations in force and the Code of conduct for listed companies, supporting the Board in the process of appointing directors (e.g. in cases where new members are co-opted), and in the processes of Board evaluation and succession planning for senior management positions.
The three committees have been established in accordance with the recommendations in the code of conduct for listed companies and the Bank of Italy instructions on corporate governance.
Apart from the committees required by the regulations and internal regulations, the board of directors has also instituted the committee contemplated in article 18, para. 4 of the articles of association, as approved by shareholders in general meeting on 28 October 2015. The committee instituted pursuant to article 18, para. 4 of the articles of association adopts resolutions in respect of the decisions to be taken regarding appointments to the governing bodies of investee companies in which the Bank holds an interest of at least 10% in the company’s share capital and for which the amount of the investment represents more than 5% of the Group’s consolidated regulatory capital.
- These committees provide advice and gather information to assist the board of directors.