Board of Directors composition

We dedicate attention to the qualitative and quantitative composition of the Board of Directors, which today is optimal in terms of mix 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.

The current Board meets the criteria for optimal composition, 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.

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

In the first meeting after the appointment, the Board of Directors ascertained that seven directors met 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 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.

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.

Board Evaluation

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

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