Composition

The Board of Statutory Auditors is composed of three standing members and three alternates appointed during the general meeting on 28 October 2020 and in office for 2021, 2022 and 2023.

The appointment mechanism is such that the Chairman of the Board of Statutory Auditors is elected from a minority list.

Chairman of the Committee: Francesco Di Carlo*

Composition:
Ambrogio Virgilio** - Standing auditor
Elena Pagnoni** - Standing auditor

Roberto Moro * - Alternate auditor
Stefano Sarubbi ** - Alternate auditor
Marcella Caradonna ** - Alternate auditor

* Taken from the list submitted by the shareholder Banca Mediolanum S.p.A.
** Taken from the minority list submitted by a group of investors

We have adopted specific requisites for the statutory auditors. Under our Articles of Association, one is not eligible to serve on the Board of Statutory Auditors if they:

  • hold positions in non-control bodies in other Mediobanca group companies or in companies in which Mediobanca directly or indirectly holds a strategic investment;
  • serve as a Director, manager or official in companies or entities, or in any case collaborate in the management of businesses that directly or indirectly operate, including through subsidiaries, in the same sectors as Mediobanca.

The shareholders elect the Board of Statutory Auditors by voting for lists. The quorum required for minorities to present a list for the election of one or more standing members is at least 1% of share capital.

We have taken measures to ensure a balance of genders and now one third of the statutory auditors are women.

Main duties

The Board of Statutory Auditors is vested with the powers pursuant to current legislative and regulatory provisions and reports to the Bank of Italy on any operating irregularities or violations of legislation that it discovers in the performance of its duties.

In particular, it monitors:

  • compliance with legislative, regulatory and statutory rules and the principles of sound administration;
  • the adequacy of the company’s organizational and administrative/accounting model and its financial reporting process;
  • the completeness, adequacy, functionality and reliability of the internal control system and the risk appetite framework (RAF);
  • the statutory audit of the annual parent company and consolidated accounts;
  • the independence of the independent auditors, particularly with respect to their performance of non-audit services;
  • the completeness, adequacy, functionality and reliability of the business continuity plan.

The Board of Statutory Auditors participates in the meetings of the Board of Directors, the Executive Committee and the Board Committees for which the statutory auditors’ participation is required pursuant to the operating regulation of the Board of Directors. It is therefore continuously updated on the performance of operations and the most significant economic, financial and equity transactions carried out by the company or its subsidiaries, related party transactions and transactions in which the Directors have their own or a minority interest.

Meetings and activities

In the year ended 30 June 2020, the Board of Statutory Auditors held 28 meetings, 12 of which were held jointly with the Risk Committee. It met with the independent auditors on multiple occasions.

The average length of the meetings of the Board of Statutory Auditors was approximately three hours.

POSITION HELD MEMBERS OF THE STATUTORY AUDIT COMMITTEE * INDEP.
COD. AUT.
% ATTENDANCE AT STATUTORY AUDIT COMMITTEE MEETINGS NUMBER OF OTHER POSITIONS HELD **
CHAIRMAN NATALE FREDDI 2 X 100% -
STANDING AUDITOR FRANCESCO DI CARLO 1 X 90,0% 1
STANDING AUDITOR LAURA GUALTIERI1 X 100% 2
ALTERNATE AUDITOR ALESSANDRO TROTTER1      
ALTERNATE AUDITOR BARBARA NEGRI1      
ALTERNATE AUDITOR STEFANO SARUBBI2      

*  Composition following the reappointment of the governing bodies approved by shareholders in general meeting on 27 October 2017.
** Indicates the number of positions as director or statutory auditor held by the person concerned in other companies listed on Italian regulated markets.
(1) Taken from the majority list submitted by Unicredit S.p.A. which holds 8.46% of the Bank’s share capital.
(2) Taken from a minority list submitted by a group of investors representing an aggregate 3.889% of the Bank’s share capital

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