Corporate Governance model
Mediobanca adopted a form of corporate governance based on the traditional model, with two governing bodies appointed by shareholders in general meeting:
- Board of Directors (responsible for management of the company)
- Statutory Audit Committee responsible for oversight of management (with audit of the company's accounts by law required to be entrusted to an external auditor or auditors).
The version of the model offers provides considerable scope and innovation. The Articles of Association provide for a significant number of executives (five) to be represented on the Board of Directors, and wide-ranging powers are granted to the Executive Committee (made up by a majority of executives) and the Chief Executive Officer.
This arrangement is the best suited to ensuring maximum efficiency in terms of operation and effective control, to satisfy shareholders' interests and leverage fully on the management's professional credentials and afford them the requisite autonomy in situations of potential conflict of interests with shareholders.
The Articles of Association reserve to the Board of Directors the traditional powers which cannot be delegated under regulations in force, both primary (e.g. approval of draft financial statements, rights issues under Article 2443 of the Italian Civil Code, etc.) and secondary (decisions concerning strategic direction and business and financial plans, acquisition and disposal of significant equity investments, appointments to the post of General Manager, etc.). Hence the duties of strategic supervision and management find their own clearly-defined, well-balanced places.
The fact that the bodies responsible for managing the Bank's ordinary activities are empowered to do so by the body responsible for strategic supervision, on which they themselves are represented and to which they report, improves the flow of information and facilitates relations between them.
Clear provision being made at the statutory level between the respective responsibilities of the Board of Directors and the various governing bodies and their distribution between them, ensures unity of direction for the Bank and the Group.
The Statutory Audit Committee is responsible for supervising control activities