Board of Directors and internal committees
The Board of Directors in office consists in 9 members elected by the Ordinary Shareholders’ Meeting held on 14th April 2021 and subsequently integrated with a resolution adopted by the Board of Directors on 1 September 2023 with reference to the cooptation of a Director.
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Internal Control Risk and |
Appointment Proposal and Remuneration |
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Matteo Colaninno |
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Michele Colaninno |
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| Alessandro Lai Indipendent Director |
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| Graziano Gianmichele Visentin Indipendent Director |
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Carlo Zanetti |
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| Andrea Formica Indipendent Director |
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| Ugo Ottaviano Zanello Indipendent Director |
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| Micaela Vescia Indipendent Director |
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| Paola Mignani Indipendent Director |
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| Patrizia Albano Indipendent Director |
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| Rita Ciccone Indipendent Director |
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| Raffaella Annamaria Pagani Indipendent Director |
Role of the Board
The Board has a central role in connection with corporate organisation and is responsible for the functions and strategic guidelines, as well as the verification of the existence of the necessary controls to monitor the performance of the Issuer and Group companies of which it is the Parent Company.
The Board has all powers for the management of the company and for this purpose can approve or execute all actions considered necessary or useful for the implementation of the objects of the company with the exception of those reserved by law and by the Articles of Association for the Shareholders' Meeting.
In addition, the Board examines and approves the strategic, industrial and financial plans of the Issuer and of the Group of which it is the Parent Company, the corporate governance system and the structure of the Group of which it is the Parent Company.
Appointment
- The Company is administered by a Board of Directors comprising at least 7 and no more than 15 directors
- Board Directors are appointed by the Ordinary Shareholders’ Meeting based on lists submitted by Shareholders
- The term of the office shall not exceed three financial years
Requirements
Persons who have gained at least three years experience in the following may be appointed as directors of the company:
a) administration and supervision activities, i.e. senior management tasks in joint stock companies with share capital of at least two million EUR; or
b) professional activities or university teaching in legal, economic, financial and technical-scientific fields strictly related to Company operations; or
c) managerial functions with public bodies or the public administration sector operating in the credit, financial or insurance fields, or in any case in fields which are strictly related to the company operations.
Internal Control and Risk Management Committee is entirely composed of non-executive independent directors and, in particular:
- Graziano Gianmichele Visentin (Chairman);
- Alessandro Lai;
- Paola Mignani.
Functions
The Internal Control and Risk Management Committee, in assisting the Board of Directors:
- provides the Board a preliminary opinion for the fulfilment of the duties delegated to it by the Code concerning internal control and risk management and in particular in decisions on the appointment, dismissal, remuneration and allocation of resources of the Internal Audit supervisor;
- evaluates, with the Executive in charge of financial reporting and after consulting with the independent auditors and the Board of Statutory Auditors, the correct use of accounting standards and their consistency in the preparation of the Consolidated Financial Statements;
- expresses opinions on specific aspects concerning the identification of main company risks;examines periodic reports on the evaluation of the internal control and risk management system, and reports of particular importance prepared by the Internal Audit Function;
- monitors the independence, adequacy, effectiveness and efficiency of the Internal Audit function;
- requests the Internal Audit Function to audit specific operating areas, informing the Chairman of the Board of Statutory Auditors;
- reports to the Board at least half-yearly, when the annual and interim financial statements are approved on activities performed and on the adequacy of the internal control and risk management system;
- gives the Board an opinion on decisions relative to the appointment, removal from office, remuneration and availability of resources of the Internal Audit Function Manager.
The majority of the Appointment Proposals Committee members are non-executive independent directors. The Appointment Proposals Committee is currently composed of the following members:
- Graziano Gianmichele Visentin (Chairman);
- Rita Ciccone;
- Alessandro Lai.
The Related Party Transactions Committee, operative as of 1 January 2011 and re-appointed by the Board on 15 April 2021, consists exclusively of 3 (three) independent directors who, in compliance with applicable regulations, must in no way be related to any transactions they review.
Specifically, the three members of the Related Party Transactions Committee are:
- Rita Ciccone (Presidente);
- Andrea Formica;
- Micaela Vescia.
Management Control Committee
Independent auditors
The audit has been entrusted to Deloitte & Touche S.p.A.
This appointment was approved by the Shareholders’ Meeting on April 22, 2020, and expires on approval of the financial statements as of 31 December 2029.
Financial reporting manager
The financial reporting manager of the Issuer is Alessandra Simonotto, Head of the Issuer’s Credit Administration and Management.
The financial reporting manager is appointed by the Board of Directors, subject to compulsory approval by the Board of Statutory Auditors.
The financial reporting manager must have the professional requisites characterised by detailed expertise in administration and accounting, as well as the reputation requisites prescribed by the legislation in force for those who carry out administrative and management functions. This expertise, which must be assessed by the Board of Directors, must be acquired through work experience in a role having a suitable level of responsibility for a sufficient period of time.
Supervisory body
Members of the Supervisory Board pursuant to Legislative Decree no. 231/2001 for the years 2021-2023: