Board of Directors

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;
• When the Board was appointed, a third of its members were women; now 5 directors out of 12 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, having verified compliance with requirements and consistency with the qualitative and quantitative composition deemed to be optimal, co-opted Mr. Frederik Herman Geertman on 11 February 2021.

The resignation of Luciano Colombini became effective with the Shareholders’ Meeting of 22 April 2021. The Shareholders’ Meeting confirmed the co-option of Frederik Geertman and appointed Monica Regazzi as independent director.

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.

The process of selecting directors ensures the diversity of technical and managerial skills, forming a Board with people who have significant and extensive experience in the management, administration and control of banks and/or companies.

When it was renewed in 2019, the Board of Directors defined the needs in terms of skills and expertise in the report on the “Optimal qualitative and quantitative composition of the Board of Directors”. The Board identified an optimal composition, also taking into account the results of the self-assessment process.

The current Board meets the optimal composition criteria, and all the relevant professional areas are well represented:

• Banking business and banking and financial products and activities;
• Dynamics of the economic-financial system;
• Industry regulations;
• Internal control systems and risk management and control methods;
• Risk management and control methodologies;
• Corporate governance;
• Business management processes;
• Knowledge of the organizational structure and information systems;
• Accounting and financial information.

During the first meeting after appointment, the Board of Directors ascertained that seven directors meet the independence requirements according to the criteria defined by the TUF and the Corporate Governance Code for Listed Companies.

The independence requirements are subject to an annual assessment.

In compliance with the guidelines of the Corporate Governance Code, the Board of Directors has appointed an independent director as Lead Independent Director (LID) since the President of the Board of Directors, at the time of election of this Board, held control of Banca Ifis as majority shareholder of La Scogliera S.p.A.

The LID represents a person of reference and coordination for non-executive directors (and independent ones in particular) and collaborates with the President to guarantee complete, timely information flows to directors. The LID also has the power to convoke specific meetings solely for independent Directors for significant matters relating to Board operations and/or to company management in general.

Simona Arduini is the Lead Independent Director for the three-year period 2019/2021.

After the changes to the figure of the indirect parent company and communicated to the market by La Scogliera S.p.A. on 23rd May 2020, there were no changes to the presence, in the context of the Issuer, of the Lead Independent Director in office.

In the meeting of 28 May 2020, the Board of Directors concluded the annual assessment process on the functioning, size and composition of the Board itself and its committees.

For more information, see the Report on corporate governance and ownership structure in chapter 4.3