Articles of association

In the new articles of association approved in 2015, we introduced measures that strengthen our core values of independence and bring us in line with regulatory developments and best international practice.

Being able to innovate is not just a matter of business. It is a feature that is spread throughout our entire corporate culture. Starting with the corporate governance structure, which is an essential element for achieving the group’s objectives.

This is why we place great emphasis on our system of governance rules, in order to ensure they are aligned not only with regulatory developments, but also with best national and international practice. In 2015 we approved the new articles of association, which form the basis for the group’s current corporate governance.

The new articles of association, which incorporate the content of the supervisory instructions in the Bank of Italy Circular 285 of 17 December 2013, have introduced significant changes. These include the definition of the board of directors’ role as a body responsible for strategic supervision and a new single definition of independence with mandatory criteria.

 

The amendments to the articles of association

  • provide a clear definition of the chairman’s role, which confirms his non-executive position: he acts a guarantee for the entire board and a liaison with the executive management, the supervisory body, and the internal committees
  • update the definition of the board of directors’ role, as the body responsible for strategic supervision, establishing:
    • a composition of no more than 15 directors
    • a reduction in the group executives on the board from 5 to 3
    • an increase in the directors to be appointed by the minority list from 1 to 2
  • introduce a new single definition of independence with mandatory criteria
  • provide the option, rather than the obligation to establish 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
  • establish that the chief executive officer’s powers and responsibilities shall be decided entirely by the board of directors, in keeping with those assigned to the executive committee, if present.

Last update: 16/07/2018