Corporate Governance Model
We have adopted a traditional corporate governance model which empowers our management through a clear separation of roles and responsibilities, and is best suited to combining operating efficiency with effective controls.
The traditional corporate governance model is based on the presence of a board of directors and a statutory audit committee, both of which are appointed by shareholders in general meeting. Within this model, our corporate governance system provides for a clear separation of roles and responsibilities of the governing bodies, as set out in the articles of association :
- strategic supervision is assigned to the board of directors, which decides on the bank’s strategic policies and verifies their continued implementation.
- management of operations is handled by the executive committee and the chief executive officer, who are responsible for implementing strategic policies and managing the company.
- the statutory audit committee is responsible for supervising control activities.
The traditional corporate governance system has been adopted with significant innovative features In particular, the articles of association now in force provide for five members of the banking group’s senior management to be included in the board of directors (the “executive directors”), and a system based on wide-ranging powers for the executive committee (made up of a majority of executive directors) and the chief executive officer in the day-to-day management of the company.
This model enables us to look after our shareholders’ interests, whilst also empowering our management. Independence is an important element in terms of the composition of the board of directors and article 19 of the articles of association provides for a single definition of independence, in line with the requirements of the code of conduct for listed companies operated by Borsa Italiana.
Our corporate governance system provides wide-ranging powers to the executive committee and the chief executive officer for the day-to-day management of the company.
The board also has a significant number of executives from the banking group.
This allows us to fully leverage the professional capabilities of our management and ensure independence with respect to situations of potential conflicts with the shareholders’ interests.
The articles of association assign the board of directors the role of strategic supervision in the form of the traditional, non-delegable powers under primary regulations (approval of draft financial statements, rights issues, etc.) and secondary regulations (decisions concerning strategic direction and business and financial plans, acquisition and disposal of significant equity investments, appointments to the post of general manager, etc.); and at the same time delegate management of the company to the executive committee/CEO.
In line with the recommendations in the code of conduct for listed companies and the Bank of Italy’s instructions on corporate governance, the board of directors has established three committees: the risks committee, the remuneration committee, and the appointments committee.
In addition to the committees required under the regulations in force, the board of directors has also instituted the committee contemplated in article 18, para. 4 of the articles of association.
1 Act also as the Related Parties Committee
2 Adopts resolutions in respect of decisions to be taken in general meetings of the investee listed companies, with reference to the appointments to be made to their governing bodies, in which investments are equal to at least 10% of the investee company’s share capital and at the same time involve an amount in excess of 5% of the Group’s own consolidated regulatory capital
PricewaterhouseCoopers has been retained as the company’s external auditors, up to the date of approval of the financial statements for the period ended 30 June 2021. The partner responsible for the mandate is Marco Palumbo.