As stated in Section 6 of this report, by means of a resolution adopted on 18 December, Banca IFIS’s Board of Directors has set up the new ‘Appointments Committee’ (previously the Board contained a single committee seeing to both appointments and remuneration). This new committee within the Board was composed as per Regulations governing this Appointments Committee (the majority of Members must be independent Directors) and also according to the stricter rules applying to the Remuneration Committee (all Members must be non-executive, the majority of which independent, with an independent Chairman). The reasons for this choice were set out in last year’s report.
Composition and role of the Appointments Committee (ex.Art 123-bis, para. 2, letter d) CFA)
The Appointments Committee must be made up of at least three Members chosen from among the non-executive Members of the Parent company’s Board of Directors, the majority of which being independent.
The Committee therefore consists of the Director Giuseppe Benini (independent and non-executive), the Director Riccardo Preve (non-executive) and, in the capacity of Chairman, the Director Daniele Santosuosso (independent and non-executive).
During the course of 2014, neither the previous Committee for Appointments and Remuneration, nor the present Appointments Committee, met to discuss matters pertaining to appointments.
At the beginning of 2015, the Appointments Committee met once to express its opinion for the approval by the Board of Directors of the summarised report on the process of self-assessment that the Board started in December 2014 and concluded during the Board Meeting of 3 February 2015.
This meeting, which was recorded to last approximately one and a half hours with two Members participating, was also attended by the Deputy Chairman, the Chairman of the Statutory Auditors’ Board and two employees from the Corporate Affairs Office.
So far, no particular activities of the Appointments Committee have been foreseen for 2015, apart from the annual self-assessment process, as the terms of office of the present Directors will expire upon approval of the Annual report this year.
The Regulations governing the Appointments Committee allow the Chairman of the Parent company’s Board of Statutory Auditors, or another Statutory Auditor delegated by him on a time to time basis, to attend. Other Members of the Board of Statutory Auditors may also take part, as can the Parent company C.E.O. and the General Manager where the topics to be discussed do not concern them.
The Committee may avail itself and/or request the presence of:
- External consultants, which can be chosen from among the Members of the Parent company’s Board of Directors, provided that such experts do not, at the same time, provide the Parent company and/or its subsidiaries, with services whose significance is such as to compromise the independent judgement of said consultants;
- Any Corporate Officer or employee of the Parent company or of another Group company.
Duties of the Appointments Committee (ex.Art 123-bis, para. 2, letter d) CFA)
This Committee helps the Board of Directors and the other corporate bodies in the following processes:
- Nominating and co-opting Directors; The Committee gives advice during the assessment of the Board of Directors prior to the nomination process as to the best qualitative and quantitative size and composition of this Board, also in terms of Members whose presence on the Board is considered opportune and in terms of legal rules and regulations in force. The Committee also gives advice after the nomination process has taken place, checking correspondence between the qualitative and quantitative size and composition of the Board considered optimal prior to this process and the real situation after it; in cases of co-optation substituting independent Directors, the Committee proposes candidates to the Board;
- The self-assessment of corporate bodies; specifically, the Committee proposes to the Chairman of the Board of Directors, the person or persons in charge of strategically supervising over and managing the self-assessment process of corporate bodies;
- Verifying existence of the requisites of professionalism, honour and independence in those subjects with accounting, management and control roles, in compliance with article 26 of Legislative Decree no. 385/1993 (The 1993 Banking Law);
- Defining succession plans for top management positions (C.E.O. and General Manager) due to expiry of mandates or any other reason, in order to ensure business continuity and to avoid the company suffering financially or from a reputational point of view.
Furthermore, this Committee:
- Helps the Risk Management and Internal Control Committee to find and propose to the Board of Directors suitable candidates to nominate for managerial positions of control;
- Gives its opinion to the Board of Directors on limits to the number of positions Directors and Statutory Auditors can hold and on any departure from the non-competition clause as per Article 2390 of the Italian Civil Code.
The Chairman of the Committee reports to the Board of Directors on activities carried out, at the first convenient meeting.
Summarized minutes of the Committee meetings are prepared and signed by the Members.
The Committee may access all company information deemed relevant for the performance of its tasks and may use, autonomously, the Bank’s financial resources in the amount established by the Board and with the requirement of reporting with regards to any use of funds, at least once a year, usually during the review of the report on corporate governance and ownership structures.
The Board of Directors, with its resolution of 3 February 2015, assigned to the Appointments Committee financial resources in the amount of 60,000 Euro that can be used autonomously, with the requirement that this Committee report back to the Board detailing its use of these funds as per the applicable regulations.