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.
The Risk Management and Internal Control Committee is responsible for supporting the Board of Directors in making assessments and decisions concerning the Risk management and internal control system and concerning the approval of the periodic financial reports based on preliminary analyses.
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.
The Risk Management and Internal Control Committee provides its preliminary opinion to the Board of Directors on:
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:
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:
The President of the Board of Statutory Auditors – or another auditor designated by the President on a case-by-case basis – assists 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.
During 2019, the Committee met 24 times, six of them jointly with the Board of Statutory Auditors, one jointly with the Appointments Committee, the Remuneration Committee and the Board of Statutory Auditors and one jointly with the Appointments Committee and Remuneration Committee only.
The participation of the directors was on average 93%.
The average duration of the meetings was around two hours and thirty-six minutes.
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.
The Appointments Committee assists the Board of Directors and other corporate bodies in the following processes:
Furthermore, the Committee:
During the financial year 2019, the Appointments Committee met 5 times, of which two were joint meetings with the other Committees and, on the occasion of one of these meetings, also jointly with the Board of Statutory Auditors.
The participation was on average 89%.
The average duration of the meetings was forty-seven minutes.
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 members chosen from among the non-executive directors, the majority of whom are independent (including the President of the Committee).
The Remuneration Committee:
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.
During the 2019 financial year, the Committee held 17 meetings and the members took part in all of them (except for one member who took part in 10 of the 11 meetings held during the new administration, starting from 19 April 2019).
The Chief Executive Office attended most of the meetings, where issues not pertaining to him were due to be discussed. The President of the Board of Statutory Auditors also attended more than half the meetings and, on several occasions, the other Standing Auditors also attended.
The average duration of the meetings was around an hour.