Sustainability governance

The Board of Directors has tasked the General Manager with supervising sustainability activities and the actions to be implemented and monitored, with the support of the management ESG Committee, to ensure that the Bank is correctly positioned on these issues in its various reference areas. The Chief Executive Officer also holds the position of General Manager.

On 19 September 2019, the Board of Directors adopted a resolution approving the institution of a Board Sustainability Committee, to have responsibility for preliminary analysis of sustainability issues and drafting proposals to be submitted to the Board’s attention. At a Board meeting held on 5 November 2025, the Directors of Mediobanca established a Risks and Sustainability Committee.

The Risk and Sustainability Committee monitors, advises and supports the Board of Directors with respect to risk management and ESG risks (with a particular focus on climate and environmental risks), and the internal control and accounting/reporting model; instructive duties on sustainability matters to be submitted to the Board of Directors.

With regard to Sustainability matters, Committee with consultative, instructive duties to be submitted to the Board of Directors.

This Committee is responsible for:

• Defining the Sustainability Policies and overseeing their implementation in the Policies of the Controlled Companies, as well as promoting the adoption of consistent practices at Mediobanca and Controlled Companies level;
• approving the global Diversity, Equity & Inclusion (DE&I) programme of Mediobanca and the Controlled Companies, aimed at creating an inclusive work environment throughout all stages of the employment relationship.

More specifically, the Committee is responsible for:

• Expressing a prior opinion on relevant ESG initiatives by the Mediobanca Legal Entities, and assessing their non-financial reporting before it is disclosed to the public;
• Supervising activities aimed at preparing the Sustainability Report, express a preliminary opinion on the drafts of documents that Mediobanca is required to publish;
• Selecting the charitable initiatives to be supported and monitoring their performance;
  Assessing products which, because of their characteristics, enhance the offering in terms of ESG products, and expressing a prior opinion on PAI (“Principal Adverse Impact”) reduction targets for individual portfolio management services.
• Promoting the implementation of practices consistent with the Global DE&I Programme for the Mediobanca and Controlled Companies and with the company policies on diversity, equity and inclusion;
• Defining and continuously updating the measurable objectives set by Mediobanca in the DE&I area, actively monitoring progress on an annual and multi-year basis;
• Defining the pillars for creating an equitable, inclusive and discrimination-free work environment throughout all stages of the employment relationship: hiring and internal mobility, talent and performance management, succession planning, training and the development of inclusive leadership.

The Committee meets at least once every two months.

Group Sustainability oversees sustainability-related activities and the management of social responsibility issues, including the definition of ESG strategies, ensuring the Bank is positioned correctly in the various reference areas.

The Mediobanca Group updated its Group Sustainability Policy, adopted some management tools that allow us to circulate and promote a culture geared towards ethics, integrity and sustainability of the business, not just internally, but also along the entire chain of value.

The Sustainability Policy, adopted with the aim of formally defining the group's commitment in non-financial areas, complements the numerous instruments already in place to guarantee the ethics and integrity of the business, such as the Code of Ethics, the Code of Conduct and the Organizational Model instituted pursuant to Italian Legislative Decree 231/01, reinforcing the principles laid down in them.