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Board committees

The Board of Directors comprises three committees which have powers of investigation, consultation and proposal: Risk Management and Internal Control Committee, Appointments Committee, Remuneration Committee.

Risk Management and Internal Control Committee

The Control and Risks Committee supports, with adequate preliminary activity, the assessments and decisions of the Board of Directors relating to the  internal control and risk management system as well as those relating to the approval of periodic financial reports.

It must be composed of non-executive directors, the majority of whom are independent. At least one member of the Committee, and in any case the President, must possess sufficient experience in accounting and financial matters or in risk management.

The current Risk Management and Internal Control Committee is made up of five directors, all independent and possessing the knowledge, skills and experience required to fully understand and monitor the Bank’s strategies and risk guidelines.

Members of the Risk Management and Internal Control Committee

The Risk Management and Internal Control Committee provides its preliminary opinion to the Board of Directors on:

  • The guidelines of the internal control and risk management system;
  • The adequacy of the internal control and risk management system with respect to the characteristics of the company characteristics and the risk profile assumed, as well as its effectiveness;
  • The work plan prepared by the head of the internal audit function;
  • The main features of the internal control and risk management system and its adequacy;
  • The results presented by the statutory auditor in any letter of suggestions and in the report on the fundamental issues that emerged during statutory audit.

The Risk Management and Internal Control Committee provides its favourable prior opinion (which is binding) regarding the appointment and dismissal of the Head of the internal audit department and the allocation of adequate resources by the Board of Directors.

When assisting the Board of Directors, the Risk Management and Internal Control Committee:

  • Together with the Manager in charge of preparing the corporate accounting documents, after consulting the statutory auditor and the Board of Statutory Auditors, it assesses the correct use of the accounting principles and their consistency for the purposes of preparing the consolidated financial statements;
  • It expresses opinions on specific aspects relating to the identification of the main business risks;
  • Examines the periodic reports, concerning the assessment of the internal control and risk management system, and those of particular importance prepared by the internal audit function;
  • Monitors the autonomy, adequacy, effectiveness and efficiency of the internal audit function;
  • May ask the internal audit function to carry out checks on specific operational areas, simultaneously notifying the Chairman of the Board of Statutory Auditors;
  • Examines the annual plans of the control functions and the reports on their implementation;
  • Identifies and proposes, with the help of the Appointments Committee, the heads of the corporate control functions to be appointed;
  • Contributes, by means of evaluations and opinions, to the definition of the company policy of any outsourcing of corporate control functions;
  • Verifies that all corporate control functions correctly comply with the indications and guidelines approved by the Board of Directors and assists the latter in the preparation of the coordination document of the control functions and in general of the internal control system of the company and of group.

With particular reference to tasks relating to risk management and control, the Risk Management and Internal Control Committee performs support functions for the Board of Directors:

  • In defining and approving strategic guidelines and risk governance policies. As part of the Risk Appetite Framework [RAF], the Committee carries out assessments and makes proposals so that the Board of Directors can define and approve the risk objectives and the tolerance threshold;
  • In verifying the correct implementation of strategies, risk governance policies and the RAF;
  • In defining the policies and processes for evaluating corporate activities, including verifying that the price and conditions of transactions with customers are consistent with the business model and risk strategies.

The Chairman of the Board of Statutory Auditors – and/or another statutory auditor designated by the Chairman from time to time – attends the work of the Committee. Whenever deemed appropriate, the Risk Management and Internal Control Committee and the Board of Statutory Auditors hold joint meetings.

The Risk Management and Internal Control Committee, composed of only Independent Directors, carries out its work regarding Related-Party transactions and/or transactions with Associated Persons.

In 2023, the Committee met 23 times, five of which jointly with the Board of Statutory Auditors and once jointly with the Appointments Committee and the Remuneration Committee; the average duration of the meetings was approximately two hours and five minutes. The Board of Statutory Auditors, either in its entirety or by ensuring the presence of at least one standing member, attended all meetings held in 2023.

Further information

Appointments Committee

The Appointments Committee supports the Board of Directors in the processes relating in particular to the appointment or co-opting of directors, in assessment of the optimal qualitative and quantitative composition of the optimal qualitative and quantitative composition of the Board of Directors, in the self-assessment of the self-assessment of the Board of Directors and in definition of the succession plans for top management.

The Appointments Committee must be made up of at least three members chosen from among the non-executive members, the majority of whom are independent. The members must have the powers required to perform the tasks attributed to the Committee.

The current Appointments Committee is made up of three members, all independent.

Members of the Appointments Committee

The Committee carries out preliminary, propositional and consultative functions:

  • it provides opinions to the Board of Directors in respect of: (a) the size and qualitative and quantitative composition of the Board and expresses recommendations concerning the professional figures whose presence within the Board is deemed appropriate; (b) the maximum number of administration and control offices, in compliance with the sector’s legislation and the internal regulations in force over time; (c) the assessment, if any, of significant positions pursuant to Article 2390 of the Civil Code.
    With reference to the need to ensure an adequate degree of diversification in the collective composition of the body, the Appointments Committee – without prejudice to the obligations set out by the regulations for listed banks – sets a target in terms of the share of the less represented gender and prepares a plan to increase this share up to the set target;
  • it proposes to the Board of Directors candidates for the office of director in cases of co-option;
  • it evaluates, at the request of the Board of Directors, the candidacies of individuals who will hold positions in the subsidiaries;
  • it prepares, in agreement with the competent corporate functions, the Succession Plans of the Banca Ifis Group and coordinates the process regulated therein;
  • it supervises the self-assessment process of the corporate bodies; in particular, it proposes to the Chairman of the Board of Directors the staff indicated to conduct the self-assessment process of the Bodies with strategic supervision and management functions;
  • it proposes to the Board the areas of the training plan that emerged from the implementation of the self-assessment process and supervise the use of the courses selected by the Board, providing evidence thereof for the purposes of drawing up the Report on Corporate Governance and Shareholding Structure;
  • it verifies the existence of the requirements and criteria laid down in Article 26 of Legislative Decree No. 385/1993 (TUB) and the relevant implementing rules, including those of a regulatory nature, in force from time to time, for persons performing administrative, management and control functions;
  • it verifies the presence, within the Corporate Bodies (Boards of Directors and CEO), of adequate knowledge, skills and experience to understand the money laundering risks related to the activity and business model.

Furthermore, the Committee:

  • It supports the Control and Risk Committee in identifying and proposing to the Board of Directors the heads of the corporate control functions to be appointed.

In FY 2023, the Appointments Committee met 10 times, including once in joint mode with the Remuneration Committee and the Control and Risks Committee; the meetings averaged approximately thirty-three minutes in length. The Board of Statutory Auditors was present, with at least one member, at all meetings held in 2023.

Remuneration Committee

The Remuneration Committee assists the Board of Directors in defining the remuneration and incentive policies of the Group and in monitoring the decisions adopted by the Board in this regard.

The Remuneration Committee must be made up of three to five members chosen from among the non-executive directors, the majority of whom are independent (including the President of the Committee).

Members of the Remuneration Committee

The Remuneration Committee has the following duties:

  • It advises and submits proposals to the Board of Directors for the remuneration and incentives of corporate officers (including executive directors and other directors holding particular offices), of key managers and of the heads of internal control functions within the Parent Company – also taking into account the remuneration practices common in the reference sectors and for companies of a similar size, also considering comparable foreign experiences and availing itself of an independent consultant if necessary – as well as on the setting of performance objectives correlated to the variable component of such remuneration; advising on the determination of criteria for the remuneration of the remaining identified staff identified within the Parent Company and the other Group companies in compliance with the applicable supervisory provisions;
  • supports the strategic oversight body in the analysis of the gender neutrality of remuneration policies and in the verification of any gender pay gap and its evolution over time;
  • express itself, also using the information received from the competent corporate functions, on the results of the identification process of key personnel, including any exclusions, in compliance with supervisory provisions;
  • periodically assess the adequacy, overall consistency and concrete application of the Group’s remuneration policies, using the information provided by the Chief Executive Officer, where appropriate, making proposals on the matter to the Board of Directors;
  • directly supervise correct application of the rules relating to the remuneration of the heads of the internal control functions of the parent company and the other group companies, in close collaboration with the Board of Statutory Auditors;
  • prepare the documentation to be submitted to the Board of Directors of the parent company for the relative decisions;
  • collaborates with the other committees within the Board of Directors, in particular with the Control and Risk Committee, when the two committees are not already made up of a large number of the same members guaranteeing ipso facto that collaboration;
  • ensures the involvement of the Internal Audit function, the Risk Management function and the Compliance function, the Human Resources department and the Strategic Planning department in the process of developing and monitoring the group’s remuneration policies and practices;
  • monitors implementation of the decisions adopted by the Parent Company’s Board of Directors and those of other Group companies regarding remuneration and, in particular, voicing opinion, using information received from corporate facilities, on reaching performance targets linked to incentive plans and on verifying the other remuneration payment conditions envisaged;
  • formulates proposals to the Parent Company’s Board of Directors regarding the criteria for allocating stock options or shares to Directors and Group employees;
  • on this latter point, where possible, provide interpretation on the controversial cases and rectify the conditions of assignment of each tranche as well as regulate the exercise of emerging rights for any extraordinary transactions on the capital of the parent company (mergers, free or against payment, splitting or grouping of shares, etc.);
  • examines in advance the Annual Report on Remuneration Policy and Remuneration Paid, to be made available to the public in view of the shareholders’ meeting called to approve the financial statements;
  • provides appropriate feedback on the activities carried out to the corporate bodies, including the Shareholders’ Meeting.

Furthermore, the Committee assesses, at least annually, the adequacy, overall consistency and effective application of the Group’s remuneration policies, and reports to the Parent Company’s Shareholders’ Meeting on the activities carried out.

In FY 2023, the Committee met 9 times, including once in joint mode with the Appointments Committee and the Control and Risks Committee; the meetings averaged approximately 52 minutes in length.

The Committee meetings were always attended by at least one member of the Board of Statutory Auditors, with the exception of the Committee’s inaugural meeting.