Information for the public – Corporate Governance

Information about Banca IFIS SpA

Public Disclosure – Corporate Governance
Bank of Italy Circular No. 285 Title IV, Chapter 1, Section VII

Reconciliation table with the information requests from the Regulatory Provisions and the content Report on Corporate Governance and Ownership Structures available here

Information on general aspects of organizational structure and corporate governance Chapters 1, 2 and 3
Indication of the category in which the bank is placed as a result of the assessment process pursuant to section I, paragraph 4.1 of the “Supervisory Regulations” Chapter 1
Total number of members of the corporate bodies in office and reasons for any extra members with respect to the limits set in the application guidelines contained in section iv of the “Supervisory Regulations”.
Distribution of the members by age, gender and length of time in office.
Chapters 4, 6, 7, 8, 10 and 14 – Tables 1 and 3
Number of Board Members in possession of the requirements of independence
Paragraph 4.6
Number of Board Members representing minorities, where present Paragraph 4.2 – Table 1
Number and type of positions held by each senior officer of the bank in other companies and entities Paragraph 4.2 – Tables 2 and 4
Number and names of any internal board committees, their functions and responsibilities Chapters 6, 7, 8 and 10
Succession policies in place, number and type of positions concerned Paragraph 4.1

 

Information about Ge Capital Interbanca SpA.

Public Disclosure – Corporate Governance
Bank of Italy Circular No. 285 Title IV, Chapter 1, Section VII

At December 31, 2016, Interbanca S.p.A. (previously GE Capital Interbanca S.p.A.) is a bank enrolled in Bank of Italy’s register of banks pursuant to Article 13 of Law Decree n. 385 of September 1, 1993, (“TUB”) under number 10685, belonging to Gruppo Bancario Banca IFIS, registered in the register of banking groups under number 3205. As such Interbanca S.p.A. must comply with the provisions that Banca IFIS S.p.A., as parent company of Gruppo Bancario Banca IFIS, in the context of its direction and coordination activity, issues for the execution of the instructions released by the Bank of Italy to ensure the stability of the Gruppo Bancario Banca IFIS.

Information on general aspects of organizational structure and corporate governance Interbanca S.p.A. “corporate governance”, i.e. the framework of rules and procedures adopted by the governing bodies to set their course of action and fulfill their responsibilities, is based on Bank of Italy’s rules in force.
Interbanca S.p.A. has adopted the so called “traditional” governance model. In accordance with the principle of organizational autonomy and proportionality criteria, Interbanca S.p.A. deems that the “traditional” governance model is the most appropriate to ensure management autonomy, management efficiency and effectiveness of controls for the purpose of a sound and prudent management, enabling a clear distinction of roles and responsibilities, as well as an appropriate balance of powers and a balanced composition of the bodies.
The exercise of the corporate functions is granted to the following governing bodies, according to their respective responsibilities: (i) Shareholders’ Meeting, (ii) Board of Directors, (iii) Chairman of the Board of Directors, (iv) Chief Executive Officer, (v) General Manager and Deputy General Managers, if appointed, and (vi) Board of Statutory Auditors. The current version of the Bylaws was approved by the Shareholders’ meeting on January 18, 2017.
Indication of the category in which the bank is placed as a result of the assessment process pursuant to section I, paragraph 4.1 of the “Supervisory Regulations” Pursuant to the definition provided by Bank of Italy’s Order no. 285/2013, the Bank falls under the “small size” banks category, as its assets, at December 31, 2016 were below €3.5 billion.
For purposes of completeness, it should be noted that, in the event the size criterion is not deemed adequate for the Bank categorization purposes, Order 285/2013 imposes to take into account also of the following: (i) type of business, (ii) ownership structure of the institution, (iii) whether or not it belongs to a banking group, (iv) whether or not it belongs to an operating network. That said, on the basis of the aforementioned qualitative criteria, the correctness of the categorization of the Bank (“small size”) is confirmed. Specifically, the limited operational complexity, the ownership structure characterized by a controlling shareholder (Banca IFIS S.p.A.) which holds almost the entire share capital and the loss of the status of parent company of a banking group are fundamental features.
Total number of members of the corporate bodies in office and reasons for any extra members with respect to the limits set in the application guidelines contained in section iv of the “Supervisory Regulations”.
Distribution of the members by age, gender and length of time in office.
The Board of Directors consists of the following six members: (i) Sebastien Furstenberg (Chairman), born on January 24, 1950 (appointed on January 18, 2017), (ii) Giovanni Bossi (Chief Executive Officer), born on May 24, 1960 (appointed on November 30, 2016), (iii) Giuseppe Benini (Independent Director), born on March 28, 1954 (appointed on January 18, 2017), (iv) Alberto Staccione (Executive Director), born on August 18, 1957 (appointed on November 30, 2016), (v) Andrea Clamer, born on September 23, 1977 (appointed on November 30, 2016) and (vi) Enrico Rossetti, born on October 18, 1975 (appointed on November 30, 2016).
The mandate of the Board of Directors in office ends at the date of the Shareholders’ meeting called to approve the 2018 financial statements.
The Board of Statutory Auditors consists of the following members: Giacomo Bugna (Chairman), born on January 31, 1953 (appointed on November 30, 2016), Piera Vitali, born on June 8, 1949 (appointed on November 30, 2016) and Giovanna Ciriotto, born on May 10, 1961 (appointed on November 30, 2016), as standing auditors; of Daria Langosco di Langosco, born on December 1, 1952 (appointed on November 30, 2016) and Fabio Greco, born on September 30, 1941 (appointed on November 30, 2016), as alternate auditors.
The mandate of the Board of Statutory Auditors in office ends at the date of the Shareholders’ Meeting called to approve the 2018 financial statements.
The assessment of the law and regulatory requirements as well as of the compliance with the qualitative and quantitative criteria was positively carried out by the Board of Directors in accordance with the current legal and regulatory framework.
Number of Board Members in possession of the requirements of independence Article. 16 of the Bylaws, in the version approved on January 18, 2017, provides that (i) at least one member in case of a of Board of Directors composed of up to six directors and (ii) at least two members in case of a Board of Directors composed of seven up to nine directors, must hold the independence requirements set forth by Article 2399 of the civil code. The Board of Directors counts one Director who holds the independence requirements (Mr. Giuseppe Benini).
The assessment of the independence requirements was positively carried out by the Board of Directors in accordance with the current legal and regulatory framework.
Number and type of positions held by each senior officer of the bank in other companies and entities Number and type of positions in other companies and entities: available here
Number and names of any internal board committees, their functions and responsibilities Until November 30, 2016, Interbanca S.p.A. had a (i) Remuneration Committee and (ii) Control and Risks Committee, both internal board committees.
On November 30, 2016, the Board of Directors taking into account:
– the perfected sale of the control equity interest in Interbanca S.p.A. from GE Capital International Holdings Ltd to Banca IFIS S.p.A.,
– that Interbanca S.p.A. no longer holds the role of parent company of an Italian banking group,
– the Group Regulations and Guidelines on the internal controls system implemented by Interbanca S.p.A. by means of a Board resolution adopted on the same date,
– the priority need to ensure coherence of the group internal system with the integrated management structure of risk management centralized in Banca IFIS S.p.A.,
resolved not to re-establish any internal board Committee.