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 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.
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;
The Board of Directors, at its initial appointment, was made up of one third women; to date 5 out of the 12 Directors are women;
One 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 the new director, to replace the resigning director Alessandro Csillaghy De Pacser.
At the start of financial year 2021, the Director Divo Gronchi resigned (effective from 14 January 2021) and the Board, with the support of the Appointments Committee, after verifying compliance with the necessary requirements and consistency with the qualitative and quantitative composition deemed to be optimal, co-opted Mr. Frederik Herman Geertman on 11th February 2021.
At the Board Meeting of April 22, 2021, the resignation of Luciano Colombini became effective and the Board appointed Monica Regazzi as an independent director.
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 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;
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;
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 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;
Determining the criteria for execution of Bank of Italy instructions;
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 approving new products and services, starting new activities, entering new markets;
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.