COMMITTEES OF THE BOARD OF DIRECTORS (pursuant to Article 123-bis, paragraph 2, letter d) of the Consolidated Finance Act)

The Board of Directors has established the following sub-committees to assist it in its duties, assigning them with the tasks provided for by both the Code of Conduct for Listed Companies, regulations on related-party transaction and the Bank of Italy's Supervisory Provisions:

  • the Nominations Committee performs the duties provided for by the Code of Conduct for Listed Companies, the Bank of Italy's Supervisory Provisions and the Bank's Articles of Association. The Committee assists the Board of Directors in the following processes: (i) director nominations, recommending candidates for the office of director in the case of co-optation; (ii) self-assessment of corporate bodies; (iii) verifying requirements of corporate officers; (iv) succession planning; (v) appointment of members to the Executive Committee (if formed) and appointment of the Managing Director;
  • the Compensation Committee performs the duties provided for by the Code of Conduct for Listed Companies, the Bank of Italy's Supervisory Provisions and the Bank's Articles of Association. The Committee makes recommendations to the Board regarding the compensation of the Managing Director, other directors holding specific offices as well as the General Manager; it regularly reviews the criteria applied in the remuneration of key management personnel, making general recommendations and overseeing the application of the Board's decisions on compensation;
  • the Risk Committee​performs the duties provided for by the Code of Conduct for Listed Companies, the Bank of Italy's Supervisory Provisions and the Bank's Articles of Association. The Committee assists the Board of Directors in establishing the guidelines for the internal audit and risk management system and measuring its suitability, effectiveness and operational efficiency;
  • the Related-party transactions Committee provides support on transactions with related parties and connected persons.


NOMINATIONS COMMITTEE
At its meeting of 20 April 2015, the Board of Directors resolved to establish a Nominations Committee and a separate Compensation Committee in accordance with the principles laid down in the Bank of Italy's Supervisory Provisions.

Currently, the Committee consists of five members of the Board of Directors, all non-executive and the majority of whom are independent: Lucia Calvosa, Maria Elena Cappello, Alessandro Falciai, Roberto Isolani, Massimo Egidi.

​A Chairperson is appointed from within the Committee (currently Maria Elena Cappello).

The Chairperson is chosen from among the independent directors and is responsible for convening and chairing the meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions. The Chairperson of the Board of Directors and/or the Chief Executive Officer may be invited to take part in the Committee meetings.

Committee meetings are attended by the Chairperson of the Board of Statutory Auditors and/or the other Auditors Meeting attendees with a personal or third party interest in a matter on the Agenda must disclose the existence and nature of the interest to the Committee and should leave the meeting during discussion and voting on the item.

Where deemed appropriate and depending on the items under discussion, Committee meetings may also be attended by the functions responsible for carrying out the preliminary activities and/or drafting the proposals, one or two members from the Head Office Unit as well as other Departmental Heads and third parties. The Committee may also employ the use of external consultants.


COMPENSATION COMMITTEE
At its meeting of 20 April 2015, the Board of Directors resolved to establish a Compensation Committee and a separate Nominations Committee in accordance with the principles laid down in the Bank of Italy's Supervisory Provisions.

Currently,  the Committee consists of four members of the Board of Directors, all non-executive and the majority of whom are independent: Maria Elena Cappello, Béatrice Derouvroy Bernard, Massimo Egidi, Stefania Truzzoli.

A Chairperson is appointed from within the Committee (currently Maria Elena Cappello).

The Chairperson is chosen from among the independent directors and is responsible for convening and chairing the meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions. The Chairperson of the Board of Directors and/or the Chief Executive Officer may be invited to take part in the Committee meetings.

Committee meetings are attended by the Chairperson of the Board of Statutory Auditors and/or the other Auditors.

Meeting attendees with a personal or third party interest in a matter on the Agenda must disclose the existence and nature of the interest to the Committee and should leave the meeting during discussion and voting on the item. No Director should take part in a Committee meeting in which Board proposals regarding their compensation are formulated.

Where deemed appropriate and depending on the items under discussion, Committee meetings may also be attended by the functions responsible for carrying out the preliminary activities and/or drafting the proposals, one or two members from the Head Office Unit as well as other Departmental Heads and third parties. The Committee may also employ the use of external consultants.


RISK COMMITTEE
At its meeting of 20 April 2015, the Board of Directors resolved to establish a Risk Committee in accordance with the principles laid down in the Bank of Italy's Supervisory Provisions.

The Committee consists of five non-executive members of the Board of Directors, the majority of whom are independent: Stefania Bariatti, Daniele Bonvicini, Roberto Isolani, Antonino Turicchi and Masimo Egidi. A Chairperson is appointed from within the Committee (currently Roberto Isolani). The Chairperson is chosen from among the independent directors and is responsible for convening and chairing the meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions.

Committee meetings are attended by the Chairperson of the Board of Statutory Auditors and/or other Auditors appointed by him. The following are also invited to attend Committee meetings: the Chairperson of the Board of Directors, the Chief Executive Officer/General Manager and the Director in charge of the internal control and risk management system. Where deemed appropriate and depending on the items under discussion, Committee meetings may also be attended by the functions responsible for carrying out the preliminary activities and/or drafting the proposals, one or two members from the Head Office Unit as well as other Departmental Heads and third parties.

Meeting attendees with a personal or third party interest in a matter on the Agenda must disclose the existence and nature of the interest to the Committee and should leave the meeting during discussion and voting on the item.​


RELATED-PARTY TRANSACTIONS COMMITTEE
The Committee was established by resolution of the Board of Directors of 10 November 2010 under the name “Committee of Independent Directors” with the task of advising on related-party transactions, ensuring support to the Board and other relevant decision-making Functions and/or Bodies, pursuant to Consob requirements (Resolution no.17221 of 12 March 2010) regarding procedures and principles to be applied by Italian companies with listed or widely distributed shares in order to ensure transparency and substantial and procedural fairness of related party transactions.

ith the entry into force of the Bank of Italy's Supervisory Regulations for risk assets and conflicts of interest with related parties (Bankit Circular 263/2006, Title V, Chapter 5), the duties and functions of the Committee have expanded in the light of the new responsibilities provided for in this regulation.

In 2013, the name of the Committee of Independent Directors was changed to the "Related-party Transactions Committee".

The Committee consists of five members of the Board of Directors: Stefania Bariatti, Daniele Bonvicini, Lucia Calvosa, Fiorella Kostoris and Stefania Truzzoli. The Committee consists solely of independent directors as provided for by Supervisory Provisions.

A Chairperson is appointed from within the Committee (currently Fiorella Kostoris). The Chairperson is responsible for convening and chairing the meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions.

At the invitation of the Chairperson, a member of the Board of Statutory Auditors also takes part in the Committee's meetings. Depending on the issues under discussion and, again, at the invitation of the Chairperson, managers of the Bank may also attend the meetings. In view of the duties assigned to it, the Committee may also avail itself of external, independent experts.

Last modified: 01/10/2017