BoD Committees
 

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The Board of Directors establishes three committees from among its own number: the Internalcontrol and risks committee, the Remunerations committee and the Appointments committee

risks committee

The Risks Committee has duties of consultation and enquiry in particular with respect to the Bank’s system of internal control and risk management, and the structure of its accounting reporting organization. In particular, with reference to the internal controls system, the Committee:

  • expresses non-binding opinions on the appointment and dismissal of the heads of the internal audit and compliance unit, their salaries and powers, and the means guaranteed for them to exercise their duties;
  • reviews the adequacy of the internal control units and procedures, and of the reporting flows instituted in order to perform the internal control procedures;
  • examines the work plans of the Group Audit unit, and at least once every six months, reviews the report submitted on the work carried out.

With reference to risk management, the Committee:

  • performs duties of monitoring, enquiry and support to the Board of Directors in reviewing the risk management policies to check their compliance with the applicable regulations and the applicable and ascertain their consistency with the strategic guidelines set;
  • regularly checks the functioning and efficiency of the risk management and control system and procedures, reporting back to the Board of Directors;
  • reviews plans for calculating the adequacy of the Bank’s aggregate capital, current and estimated, at the consolidated level in view of the large risks to which the Bank and Group are exposed (ICAAP) reporting back to the Board of Directors.

With reference to the structure of the Bank’s IT and financial reporting organization, the Control and risks committee assesses the compliance of decisions taken by the Head of Company Financial Reporting, the external auditors and the Board of Directors in respect of the correct application of accounting standards with primary and secondary regulations, their consistency for purposes of drawing up individual and consolidated financial statements, and generally serves in an advisory capacity to assist the Board of Directors in taking the decisions for which it has responsibility on matters of financial documents.

The Statutory Audit Committee takes part in Committee meetings.


The Risks Committee presently also acts as the Related Parties Committee with the following duties:

  • expressing opinions in advance on the adoption and possible amendments to the procedure;
  • expressing reasoned opinions in executing transactions with related parties.

Composition and qualifications

The Committee is made up of four independent directors.

 

Risks committee Auditor <> Independent (Code) * Independent (Finance Act) **
Elisabetta Magistretti (Chairman) X X X
Mauro Bini   X X
Maurizio Carfagna    X X
Vanessa Labérenne   X X

<> Registered auditor.
*   Independent as defined in Code of conduct for listed companies.
**  Independent as defined in Article 148, para. 3 of Italian legislative decree 58/98.

Appointments committee

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.

Composition and qualifications

The Appointments committee is made up of five members, the majority of whom qualify as independent.

Appointments committee Independent (Code) * Independent (Finance Act) **
Mauro Bini (Chairman) X X
Renato Pagliaro     
Marie Bolloré   X
Maurizio Costa  X X
Elisabetta Magistretti X X

*  Independent as defined in Code of conduct for listed companies.
** Independent as defined in Article 148, para. 3 of Italian legislative decree 58/98.

 

Remunerations committee

The Committee has duties of consultation and enquiry to determine the remuneration of Directors vested with particular duties and the General Manager, as well as on the staff remuneration policies and loyalty retention schemes proposed by the Chief Executive Officer.
The Statutory Audit Committee, Chief Executive Officer and the General Manager (the last two in an advisory capacity) take part in Committee meetings.

Composition and qualifications

The Committee is made up five non-executive members, the majority of whom qualify as independent.

 

Remunerations committee Independent (Code) * Independent (Finance Act) **
Vanessa Labérenne (Chairman) X X
Maurizio Carfagna X X
Maurizio Costa X X
Elisabetta Magistretti X X
Alberto Pecci    
* Independent as defined in Code of conduct for listed companies.
** Independent as defined in Article 148, para. 3 of TUF.