Internal board committees
INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established the following sub-committees to support and assist it in its duties, assigning them with the tasks provided for in the Corporate Governance Code, the regulations on related-party transactions and the Bank of Italy's Supervisory Provisions:
- the Nominations Committee performs the duties provided for in the Corporate Governance Code, the Bank of Italy's Supervisory Provisions and the Bank's By-Laws. The Nominations Committee assists the Board of Directors in the following processes:
- i. Director nominations, recommending candidates for the office of Director in the case of co-optation;
- ii. self-assessment of corporate bodies;
- iii. verifying the fit and proper requirements of the members of the Board of Directors, the Mangers in charge of AML, Regulatory Compliance, Risk Control and Internal Audit, the Chief Financial Officer and the Financial Reporting Officer;
- iv. succession planning for top management positions (Chief Executive Officer and General Manager);
- v. appointment of the Chief Executive Officer.
- the Compensation Committee performs the duties provided for in the Corporate Governance Code, the Bank of Italy's Supervisory Provisions and the Bank's By-Laws. The Remuneration Committee:
- i. makes recommendations to the Board of Directors on the remuneration of the Chief Executive Officer and of the other Directors holding specific offices, as well on the remuneration of the General Manager;
- ii. regularly reviews the criteria applied for the remuneration of executives with strategic responsibilities and monitors their application;
- iii. supervises the application of the aforementioned remuneration decisions taken by the Board of Directors;
- iv. assists the Board of Directors in the development of the remuneration policy and monitors its correct application
- the Risk and Sustainability Committee performs the duties provided for in the Corporate Governance Code, the supervisory regulations and the applicable provisions of the laws, the regulations, the By-Laws and the corporate governance rules in force.
The Risk and Sustainability Committee carries out the tasks provided for in the applicable regulations, with the aim of assisting the Board of Directors in matters relating to risk management and governance, the internal control system, sustainability and the approval of the periodic financial and non-financial reports. - the Related-party transactions Committee rovides support on transactions with related parties and connected persons.
In addition, the Board of Directors has established:
- the IT and Digitalisation Committee, which assists the Board in matters relating to the Bank's information and digital technologies - in particular Information Technology, Information and Communication Technology and digitalisation.
NOMINATIONS COMMITTEE
At its meeting of 20 April 2023, the Board of Directors resolved to establish a Nominations Committee in accordance with the principles laid down in the Bank of Italy's Supervisory Provisions.
The Committee is currently composed of five members of the Board of Directors, all of whom are non-executive and the majority of whom are independent: Domenico Lombardi (Chairperson), Paola De Martini, Laura Martiniello, Renato Sala and Donatella Visconti.
A Chairperson is appointed from within the Committee.
The Chairperson is chosen from among the independent directors and is responsible for calling and chairing the Committee’s meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions.
The Chairperson of the Board of Statutory Auditors and/or the other Auditors may attend the Committee meetings.
REMUNERATION COMMITTEE
At its meeting of 20 April 2023, the Board of Directors resolved to establish a Remuneration Committee in accordance with the principles laid down in the Bank of Italy's Supervisory Provisions.
The Committee is currently composed of five members of the Board of Directors, all of whom are non-executive and the majority of whom are independent: Gianluca Brancadoro (Chairperson), Paola De Martini, Lucia Foti Belligambi, Anna Paola Negri-Clementi, Renato Sala.
A Chairperson is appointed from within the Committee.
The Chairperson is chosen from among the independent directors and is responsible for calling and chairing the Committee’s meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions.
The Chairperson of the Board of Statutory Auditors and/or the other Auditors may attend the Committee meetings.
RISK AND SUSTAINIBILITY COMMITTEE
At its meeting of 20 April 2023, the Board of Directors resolved to establish a Risk and Sustainability Committee in accordance with the principles laid down in the Bank of Italy's Supervisory Provisions.
The Committee is currently composed of five non-executive members of the Board of Directors, the majority of whom are independent: Alessandra Giuseppina Barzaghi (Chairperson), Laura Martiniello, Stefano Di Stefano, Domenico Lombardi, Paola Lucantoni.
A Chairperson is appointed from within the Committee.
The Chairperson is chosen from among the independent directors and is responsible for calling and chairing the Committee’s meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions.
Committee meetings are always attended by the Chairperson of the Board of Statutory Auditors and/or other Auditor appointed by him/her; the other Auditors may also attend the meeting.
RELATED-PARTY TRANSACTIONS COMMITTEE
At its meeting of 20 April 2023, the Board of Directors resolved to establish a Related-Party Transactions Committee in accordance with the principles laid down in the: (i) provisions of Consob Resolution No. 17221/2010 "Adoption of the Regulation containing provisions on related party transactions" and subsequent additions and amendments; (ii) supervisory provisions issued by the Bank of Italy on risk activities and conflicts of interest with related parties and subsequent additions and amendments (Circular No. 285/2013 Bank of Italy, Part Three, Chapter 11 "Risk Activities and Conflicts of Interest with Related Parties"); (iii) applicable laws, regulations, By-laws and corporate governance provisions in force.
The Committee is responsible for matters relating to transactions with related parties and connected persons, ensuring its support to the Board and other relevant decision-making Functions and/or Bodies, and is composed exclusively of independent directors.
The Committee is currently composed of five independent directors: Anna Paola Negri-Clementi (Chairperson), Alessandra Giuseppina Barzaghi, Paolo Fabris De Fabris, Lucia Foti Belligambi and Donatella Visconti.
A Chairperson is appointed from within the Committee and is responsible for calling and chairing the meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions.
The members of the Board of Statutory Auditors may attend the Committee meetings.
IT AND DIGITALISATION COMMITTEE
At its meeting of 19 September 2024, the Board of Directors resolved to establish an IT and Digitalisation Committee.
The Committee is responsible for advising, preparing and supporting the Board of Directors on issues and strategies relating to information and digital technologies - in particular Information Technology (IT), Information and Communication Technology (ICT) and digitalisation - in accordance with the applicable regulatory, legal, corporate governance and supervisory provisions (including the Bank of Italy Circular No. 285/2013 and subsequent amendments, Part One, Title IV, Chapter 4.
The Committee is currently composed of three independent Director: Raffaele Oriani (Chairman), Alessandra Barzaghi and Paola Lucantoni.
A Chairperson is appointed from within the Committee and is responsible for calling and chairing the meetings. The Committee also elects a Secretary from among employees of the Bank holding executive positions.
The members of the Board of Statutory Auditors may attend the Committee meetings.
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Further information on the duties and activities of the Board Committees can be found in the following documents: