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Board of Directors

Strategic supervision is performed by Banca Ifis’ Board of Directors. The Board of Directors was formed in compliance with precise criteria regarding minority directors, independent directors and gender balance. The Shareholders’ Meeting of 28 April 2022 determined the number of members as 13, whose term of office was set at three financial years (2022-2024).

The Board of Directors is appointed by the Shareholders’ Meeting on the basis of lists submitted by shareholders who have at least 1% of share capital. According to the Articles of Association it can be made up of five to fifteen members.

Members of the Board of Directors

Activities 2023

18 meetings were held in 2023.

The participation of the directors was on average 95.29%. The average duration was 2 hours and 40 minutes.

Meeting attendance: the details are reported in the individual CVs.

The Board of Directors defines the strategic guidelines of the Bank and continuously checks their implementation, guaranteeing sound and prudent management.

Besides the duties that cannot be delegated by law, the matters deemed to be the exclusive prerogative of the Board of Directors include in particular:

  • The business model, the strategic lines and operations and industrial and financial plans;
  • The internal control system guidelines, ensuring that it is consistent with the strategic guidelines and the risk appetite established as well as being able to stay up to date with the evolution of corporate risks and the interaction between them;
  • The criteria for identifying the most significant transactions to be submitted to the prior approval examination by the risk control department;
  • The reduction of share capital in the event of withdrawal;
  • An indication of which directors, in addition to those indicated in these Articles of Association, are the company’s representatives;
  • The formation of internal committees within the Board of Directors;
  • The Risk Appetite Framework and the risk management policies as well as, having heard the opinion of the Board of Statutory Auditors, assessing the completeness, suitability, functionality and reliability of the risk management and internal control system as well as the suitability of the organisational, administrative and accounting structure;
  • Determining the Bank’s general organisational structure and subsequent internal regulations
  • The establishment and organization, including for the purpose of setting out the power of signature, of subsidiary offices, branches, agencies, counters, addresses, representative offices, in Italy and abroad, as well as their suppression;
  • The transfer of the registered office national territory;
  • The acquisition and sale of equity investments, companies and/or company branches involving changes in the group or investments or divestments that exceed 1% of the net assets resulting from the latest financial statements approved by the Company;
  • The determination of criteria for exercising management and coordination activities over Group companies and compliance with supervisory regulations, including the execution of measures issued by the Bank of Italy in the interest of Group stability;;
  • The appointment, revocation and economic treatment of members of General Management;
  • The remuneration and incentive policies to be submitted to the Shareholders’ Meeting, the review, at least annually, of these policies and responsibility for their correct implementation, to also ensure that the remuneration policy is suitably documented and accessible within the corporate structure;
  • Establishment of the corporate control bodies, related tasks and responsibilities, coordination and collaboration methods, information flows between these departments, and between them and the corporate bodies;
  • The appointment of the heads of control departments, having heard the opinion of the Board of Statutory Auditors;
  • The risk management process and assessing its compatibility with strategic guidelines and risk governance policies;
  • The policies and processes for assessing corporate activities, and, in particular, financial instruments, ensuring they are always suitable and establishing the Bank’s maximum exposure limits to financial instruments or products that are uncertain or difficult to value;
  • The process for the development and validation of internal risk measurement systems not used for regulatory purposes and the periodic assessment of their proper functioning;
  • The process for approving new products and services, starting new activities, entering new markets;
  • The company’s policy regarding the outsourcing of corporate functions;
  • The Code of Ethics which the members of the corporate bodies and employees are required to comply with in order to mitigate the Bank’s operational and reputational risks and promote the spread of an internal controls culture;
  • The approval, review and updating of the recovery plan, as well as its amendment and updating at the request of the Supervisory Authority;
  • The adoption, at the request of the Supervisory Authority, of the changes to be made to the activity, organisational structure or corporate form of the Bank (or the Banking Group), and of the other measures necessary to achieve the aims of the recovery plan, as well as the elimination of the causes that form the basis for early intervention;
  • The decision to take a measure envisaged in the recovery plan or to refrain from taking a measure even though the circumstances exist;
  • Approval of a policy to promote diversity and inclusiveness.

At its meeting on 7 March 2024, the Board of Directors completed its annual self-assessment process on the size, composition, and functionality of the Board and its Committees for its second year in office (FY 2023).

For more information, see the Report on corporate governance and ownership structure in chapter 7.1


Diversity in terms of gender, age and geographic origin favours multiple approaches and perspectives to analysing problems and making decisions, also avoiding the risk of mere alignment with the main internal or external positions of the Bank.

Within the Board, the least represented gender must be two fifths of its members at a minimum.

Breakdown by gender
Age groups
Seniority in terms of office
(% of the total number)

Breakdown by gender


Previous mandate


Current mandate


Age groups


< 50


50 - 65


< 65

Previous mandate
Current mandate

Seniority in terms of office
(% of the total number)


0 - 10


10 - 20


20 - 40

Previous mandate
Current mandate