Board of Directors composition

We have aimed to ensure the optimal qualitative and quantitative composition of the Board of Directors in terms of skillsets, gender and age diversity and the presence of a majority of independent directors.

Skillsets

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.

On the occasion of its renewal, 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 (see below).

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

  • Banking business and banking and financial activities and products;
  • Dynamics of the economic-financial system;
  • Industry regulations;
  • Internal control systems and systems for the methodology of risk management and control;
  • Methodology of risk management and control;
  • Corporate governance;
  • Corporate management processes;
  • Knowledge of the organisational structure and IT systems;
  • Accounting and financial information statement.

Diversity

The diversity in terms of gender, age and geographic origin favours multiple approaches and perspectives to analysing problems and making decisions, also avoiding the risk of alignment with the main internal or external positions of the Bank.

Within the Board, the least represented gender must be at least one third of the members.

Independent directors and LID

During the first meeting after the 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: Simona Arduini, Monica Billio, Beatrice Colleoni, Roberto Diacetti, Divo Gronchi, Antonella Malinconico and Daniele Umberto Santosuosso.

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 and timely information flows for the 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.

Board Evaluation

During the meeting of 18 January 2019, the previous Board of Directors concluded the annual process of assessment of the role, size and composition of the Board itself and of the committees. The results of this assessment were used to prepare the guidelines, to be put to the shareholders, for professionals whose presence on the Board is deemed to be appropriate.