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 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.
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 Chairman of the Board of Statutory Auditors – 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.
During 2021 the Committee met 21 times, including five times jointly with the Board of Statutory Auditors; the average duration of meetings was approximately two hours and twenty minutes. The President of the Board of Statutory Auditors and the other Standing Auditors also attended the meetings.
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 carries out preliminary, propositional and consultative functions to support the Board of Directors and other corporate bodies in the following processes:
Furthermore, the Committee:
In the 2021 financial year, the Appointments Committee met 12 times, including once jointly with the Remuneration Committee, and the average duration of meetings was about thirty minutes. The President of the Board of Statutory Auditors and the other Standing Auditors also attended the meetings.
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).
The Remuneration Committee has the following duties:
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 the 2021 financial year, the Committee met 9 times and the members attended all the meetings.
The Chief Executive Officer attended some of the meetings which covered issues not concerning him. The President of the Board of Statutory Auditors also attended almost all of the meetings and, on several occasions, the other Standing Auditors also attended.
The average duration of the meetings was around an hour and 40 minutes.