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 current Board, appointed in 2019, is made up of 12 members.
The Board of Directors is appointed by the Shareholders’ Meeting on the basis of lists presented by shareholders who have at least 1% of the share capital. The Articles of Association can be made up of five to fifteen members
The Board of Directors in office
The current Board was appointed by the Shareholders’ Meeting of 19 April 2019 and will remain in office until approval of the financial statements on 31 December 2021. On that occasion, the number of directors was increased from nine to twelve.
Details of the current Board:
Seven out of twelve directors are independent. The Lead Independent Director is Simona Arduini;
One third of the Board are women;
A director was elected on the basis of a minority list;
With the exception of the Chief Executive Officer, the Board does not include executive directors.
The Shareholders’ Meeting of 23 April 2020 approved the proposal of the majority shareholder La Scogliera S.p.A. to appoint Riccardo Preve as new director, to replace the resigning director Alessandro Csillaghy De Pacser.
Role and tasks
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, as well as business and financial plans;
The internal control system guidelines, ensuring that the system is in line with established strategic and risk appetite measures as well as being able to stay up to date with the company’s risks as they evolve and the interaction between them;
The criteria for identifying large transactions to be submitted for prior approval by the risk control department;
The compliance of the Articles of Association with the provisions of the regulatory framework;
The merger by incorporation of companies in the cases set forth by Articles 2505 and 2505 bis of the (It.) Civil Code;
Reducing the share capital in the event of withdrawal;
The Risk Appetite Framework and the risk management policies as well as, after 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;
Opening and organising, including for the purposes of setting out the right of signature, of Subsidiary Offices, Branches, Agencies, Information Points, Contact Addresses, Representative Offices, in Italy and abroad, as well as closing them;
Acquiring and disposing of shareholdings, businesses and/or business divisions leading to changes in the group, or investments or disinvestments exceeding 1% of the shareholders’ net equity reported in the latest financial statements;
Determining the criteria for carrying out the Bank of Italy’s instructions;
Appointing, dismissing and remunerating the General Manager;
Remuneration and incentive policies to be submitted to Shareholders’ Meeting, reviewing these policies, at least annually, and being responsible for their correct implementation, with the task of ensuring that the remuneration policy is adequately documented and accessible within the corporate structure;
The formation of the company control bodies, their tasks and responsibilities, the methods of administration and collaboration, information flows between these departments and between them and management;
The appointment of the heads of control departments, after having heard the opinion of the Board of Statutory Auditors;
The risk management process and assessing its compatibility with the strategic guidelines and risk management policies;
The policies and the processes for assessing company activities, and, particularly, financial instruments, ensuring that they are always suitable and also establishing the Bank’s maximum exposure limits to financial instruments or products that are uncertain or difficult to value;
The process for approving new products and services, starting new operations, and entering new markets;
The Code of Ethics which management personnel and employees are obliged to comply with to mitigate the Bank’s operating and reputational risks and to promote a culture of internal audit.