Composition and role
The board of directors is the body responsible for strategic supervision of the group's operations. It develops and approves business plans, risk management policies and the overall corporate governance structure.
Our board as at 30 June 2017 was made up of 18 members, down from 20 in the previous term and with a significant increase in the number of women on the board. The current Board of Directors, appointed on 28 October 2017, reflects the shift in this direction, the number of members will decrease further to a maximum of 15, two of whom to be appointed from the minority list. More than 50% of the directors qualify as independent according to the criteria established by the Italian Consolidated Finance Act, and 70% meet those set out in the code of conduct for listed companies.
We place great importance on diversity of capabilities and experience, and this is reflected in the variety of professionals from the banking industry and the industrial sector on the board, the increasing percentage of female representation, and the decision to include executives from the Mediobanca group, who provide know-how and in-depth knowledge of the bank’s business.
Below are the main characteristics of the current board compared to the previous term.
Directors: lenght of term in office and tenure distribution
Age of BoD members
NUMBER OF WOMENThe female presence remains significant. Currently, there are a total of five women on the board.
In 2012 we introduced provisions in articles of association to ensure gender balance, so that the least represented gender would account for at least one-fifth of the total number of directors (in the first term of office) or one-third (in future terms of office).
The change was introduced in order to comply with Italian law 120 of 12 July 2011 on "gender representation".
Board of Directors: composition by gender
THE BOARD's RESPONSIBILITIES
BoD members’ areas of specific expertise (in addition of obligatory basic knowledge of the banking sector 1)
1 Financial markets; regulatory framework and legal requirements; strategic planning, and an understanding of a credit institution’s business strategy or business plan and implementation thereof; risk management (identifying, assessing, monitoring, controlling and mitigating the main types of risk of a credit institution); accounting and auditing; assessing the effectiveness of a credit institution’s arrangements, ensuring effective governance, oversight and controls; Interpreting a credit institution’s financial information.
Role and powers
The board is the body responsible for strategic supervision and has delegated management of the bank’s day-to-day operations to the executive committee and the chief executive officer, who perform this task in accordance with the strategic guidelines and policies drawn up by the board of directors.
The board of directors develops and approves:
- policies and strategic guidelines
- business and financial plans and budgets
- risk management and internal controls policies
- overall corporate governance system and the bank’s organisational structure, ensuring a clear distinction between duties and roles, as well as the prevention of conflicts of interest
It has also appointed the:
- executive committee
- chief executive officer
- general manager
- head of company financial reporting
- heads of the group audit, compliance and risk management functions
It also approves:
- interim quarterly and half yearly reports and the draft individual and consolidated financial statements
- acquisition and disposal of investments that are equal to at least 10% of the investee company’s share capital and also involve an amount in excess of 5% of the group’s own consolidated regulatory capital.
The Board normally decides on proposals from the executive committee, if appointed, or the chief executive officer. Each board member also has the right to submit proposals.