Board of Directors

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 merger by acquisition of companies and demergers in the cases provided for in Articles 2505 and 2505-bis of the Civil Code, also as referred to in Article 2506-ter, last paragraph, of the Civil Code;
• The reduction of share capital in the event of withdrawal;
• An indication of which directors, in addition to those indicated in these Articles of Association, are the company’s representatives;
• The formation of internal committees within the Board of Directors;
• 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;
• Determining the Bank’s general organisational structure and subsequent internal regulations
• 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 transfer of the registered office national territory;
• 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 approved by the Company;
• The determination of criteria for exercising management and coordination activities over Group companies and compliance with supervisory regulations, including the execution of measures issued by the Bank of Italy in the interest of Group stability;
• 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 the development and validation of internal risk measurement systems not used for regulatory purposes and the periodic assessment of their proper functioning;
• The process for approving new products and services, starting new activities, entering new markets;
• The company’s policy regarding the outsourcing of corporate functions;
• 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 approval, review and updating of the recovery plan, as well as its amendment and updating at the request of the Supervisory Authority;
• The adoption, at the request of the Supervisory Authority, of the changes to be made to the activity, organisational structure or corporate form of the Bank (or the Banking Group), and of the other measures necessary to achieve the aims of the recovery plan, as well as the elimination of the causes that form the basis for early intervention;
• The decision to take a measure envisaged in the recovery plan or to refrain from taking a measure even though the circumstances exist;
• Approval of a policy to promote diversity and inclusiveness.

At its meeting on 10 February 2025, the Board of Directors completed its annual self-assessment process on the size, composition, and functionality of the Board and its Committees for its third year in office.

For more information, see the Report on corporate governance and ownership structure in chapter 7.1