In the model applied by Banca IFIS:
- Strategic supervision is performed by the Board of Directors;
- The Body assigned a management function has been identified in the person of the C.E.O.. The General Manager participates in this management function.
Management powers cover the following main areas:
- Human resources management;
- Granting and utilization of credit;
- Spending management.
Distribution of management powers is calibrated at a decreasing rate according to the levels of authorization, from the Board of Directors down to operating units.
The most significant limits in terms of value and area are summarized below, whilst systematic information flows also exist concerning the exercise of powers at any given time, as well as compliance with related quantitative limits:
|Human resources management||As regards human resources management, the C.E.O. is responsible for decisions concerning the start, management and cessation of managers’ employment, without prejudice to the authorities maintained by the Board for relations with key managers [i.e. strategically accountable] and/or those in staff functions serving the Board.|
|Granting and utilization of credit||
Up to the date of this document, as regards the granting of credit, the C.E.O. has the authority to take on credit risks vis-à-vis third-party corporate counterparties for transactions lasting a maximum of 24 months, up to a maximum amount of 8.000.000 Euro or the lower amount of 4.000.000 Euro depending on the transactions’ type of risk.
Within the scope of risk positions undertaken by the Board Bodies, the C.E.O. is also granted the following powers:
With the exception of financial conditions, whose definition is the prerogative of the Loans Committee or the Board of Directors, the C.E.O. also has the right to establish the financial conditions applicable to transactions undertaken with customers, without any type of limit.
After approval of the statutory amendments project by the Shareholders’ Meeting, the Loans Committee and the Proxy System for the Granting of Credit will be completely reorganised. This proposed reorganisation has already been approved by the Board and will take place according to the following guidelines:
Among the most significant limits attributed to the C.E.O. in this area (in a perspective of integrated asset & liability management) the one pertaining to exposure to the interest rate risk is equal to:
In reference to the company securities portfolio, the limit on the overall financial lever is equal to 25 times the net consolidated equity.
|Spending management||Generally speaking, up to euro 1.000.000 for each spending instruction within the sphere of the annual forecasts contained in the Industrial Plan.|
Pursuant to Article 15 of the Articles of Incorporation, in emergencies the C.E.O. can take decisions concerning any deal or transaction that is not the sole prerogative of the Board of Directors, informing the Chairman immediately and notifying the Board at the first subsequent meeting.
The C.E.O., Giovanni Bossi, does not cover any offices of Director in other Issuers and hence the situation of interlocking directorate does not apply.
The Chairman has not been given any management powers.
As he is the majority shareholder, the Chairman, via the corporate governance mechanisms described in this report and particularly at Shareholders’ Meetings, plays a significant role in determining corporate strategies.
Executive Committee (as per Art. 123-bis, paragraph 2, letter d) CFA)
The Articles of Incorporation do not envisage the possibility of setting up an Executive Committee.
Reporting to the Board
During 2014, the C.E.O. did not take any emergency decisions pursuant to Article 15 of the Articles of Incorporation.
The Board received reports on the exercising of management powers at different intervals depending on the subject of the power involved.
The rules for reporting on the use of powers are summarized below:
|Trading of financial instruments issued by the Bank||At every meeting up to the month of June 2014, after which the reporting was suspended due to changes in the applicable legal framework and the consequent choice not to carry out any further operations on the Treasury share portfolio.|
|Report on liquidity status||Monthly|
|Composition of investment securities book||Monthly|
|Report on use of powers relating to spending||Quarterly|
|Dashboard report (management report on overall operating progress in terms both of results and risks taken on)||Quarterly|
|Report on use of powers for Human Resources management||6-monthly|
|Training of personnel in prevention of money laundering||Annually|
|Incentive system (report on criteria adopted by Top Management)||Annually|