Composition and functioning of the Board of Statutory Auditors (as per Art.123-bis, para. 2, letter d), CFA)

The membership of the Board of Statutory Auditors in office as at FY2014 year-end date, as is also shown in Table 3 attached to this report, is as follows:

  • Chairman: Giacomo Bugna;
  • Standing Auditor: Giovanna Ciriotto;
  • Standing Auditor: Mauro Rovida;
  • Alternate Auditor: Luca Giacometti;
  • Alternate Auditor: Sonia Ferrero.

The Shareholders’ Meeting that made the appointment took place on 30 April 2013 according to the Articles of Incorporation in force. The election for the 3-year period 2013-2015 took place based on a list vote. Two lists of candidates were submitted: one by the majority shareholder ‘LA SCOGLIERA S.p.A.’ and the other by the shareholders ‘Ersel Asset Management SGR S.p.A. Fund Manager of Fondersel P.M.I.; Eurizon Capital SGR S.p.A. Fund Manager of Eurizon Azioni PMI Italia; Eurizon Capital SA Fund Manager of Eurizon EasyFund Equity Italy LTE; Fideuram Investimenti SGR S.p.A. Fund Manager of Fideuram Italia; Fideuram Gestions SA Fund Manager of Fideuram Fund Equity Italy and Fonditalia Equity Italy; Interfund Sicav Fund Manager of Interfund Equity Italy and Otus Capital Management Limited Fund Manager of Maga Smaller Companies Master Fund Limited’(which certified the absence of connections with the controlling shareholder). 

Shown below, for both of them, are the list of candidates, the list of those elected and the percentage of votes obtained in relation to voting capital: 

List of candidates presented by the majority shareholder ‘La Scogliera S.p.A.’
Candidates for the office of Standing Auditor List of those electedPercentage of votes obtained
Mauro Rovida Mauro Rovida 80,38%
Giovanna Ciriotto Giovanna Ciriotto  
Candidates for the office of Alternate Auditor     
Luca Giacometti Luca Giacometti  
Francesca Rapetti  

List of candidates presented by the shareholders ‘Ersel Asset Management SGR S.p.A. Fund Manager of Fondersel P.M.I.; Eurizon Capital SGR S.p.A. Fund Manager of Eurizon Azioni PMI Italia; Eurizon Capital SA Fund Manager of Eurizon EasyFund Equity Italy LTE; Fideuram Investimenti SGR S.p.A. Fund Manager of Fideuram Italia; Fideuram Gestions SA Fund Manager of Fideuram Fund Equity Italy and Fonditalia Equity Italy; Interfund Sicav Fund Manager of Interfund Equity Italy and Otus Capital Management Limited Fund Manager of Maga Smaller Companies Master Fund Limited.’
Candidates for the office of Standing AuditorList of those electedPercentage of votes obtained
Giacomo Bugna Giacomo Bugna 3,83%
Candidates for the office of Alternate Auditor    
Sonia Ferrero Sonia Ferrero  

Below we summarize the personal and professional characteristics of each Standing Auditor (pursuant to Article 144-decies of Consob’s Issuers’ Regulations) based on the statements provided by each of them and attached to the lists, as well as on any subsequent updates notified by those concerned. 

Chairman of the Board of Statutory Auditors – Giacomo Bugna

Mr. Bugna acquired his experience at a leading auditing firm, focusing on the sector of financial institutions with regards to both the auditing and advisory activity. In 1997-1998, he was responsible for introducing the certification of financial statements at the Bank of Italy. Since 2011 and until April 2014, he was a Member of the Board of the ‘Fédération des Experts-comptables Européens’ (Federation of European Expert Accountants), which groups together the professional associations of the 27 Member States that make up the European Community.

Standing Auditor – Giovanna Ciriotto

Director of the Board of Certified Public Accountants and Expert Bookkeepers of Venice, Director as well as Member of the same Board’s continuous professional training commission, Ms. Ciriotto obtained a Degree in Economics and Business Administration from the Università Cà Foscari di Venezia. Since 2011, she has been a Director of the Fondazione Università Cà Foscari and is an expert in the following areas: corporate law and corporate governance, extraordinary transactions, tax-real estate planning and consulting and tax litigation. She is a partner with the accounting firm De Perini & Ciriotto, located in Venice.

Standing Auditor – Mauro Rovida

A 1973 graduate in Economics and Business Administration and scholarship holder at the Chair of Economic Politics of the Faculty of Economics and Business Administration at the Università degli Studi di Genova, Mr. Rovida has been a Certified Public Accountant since 1975, a Legal Auditor, a Member of the Association of Technical Consultants of the Court of Genoa. He currently carries out consulting activities, mainly in Genoa, in the corporate, litigation and bankruptcy proceedings areas; he is also a consultant for various Genoa-based companies and groups with interests in the following sectors: construction, maritime tourism services, goods handling harbour services, industries associated with the shipbuilding activity, real estate trading, mechanical industry apparel, IT and services; Lastly, he is a Member of the Boards of Directors and Boards of Statutory Auditors of various different companies.

Alternate Auditor – Sonia Ferrero

A Certified Public Accountant, she has been a Member of the Board of Certified Public Accountants and Expert Bookkeepers of Turin since 2001. After obtaining a degree in Economics from the Università di Torino, she attended the IPSOA Master in International Taxation. Ms. Ferrero currently works for the law and taxation firm Di Tanno&Associati, where she deals with Italian and international taxation issues, tax litigation and assistance on the subject of collection and transactions involving private equity funds.

Alternate Auditor – Luca Giacometti

Luca Giacometti graduated in Economics & Commerce. He has been a Certified Public Accountant since 1995, and since 1999 has been a Member of the Register of External Auditors; he is also enrolled in the Register of Technical Consultants of the Court of Genoa. He attended the training course to become an Auditor as per Lgs.Decree 231/01 – Member of the Supervisory Body as per Lgs. Decree 231/01 - Professional/Consultant as per Lgs. Decree 231/01. He is also a Member of the Board of Certified Public Accountants and Expert Bookkeepers for the circumscription of the Court of Genoa.

He has acquired in-depth knowledge and experience in the corporate, tax, accounting, administrative and financial fields; moreover, he provides consulting services for companies and groups of companies mainly located in the area of Genoa and operating in the sector of construction and of maritime and harbour tourist services, for which he also holds the office of Director and Member of the Board of Statutory Auditors.

During FY2014, the Board of Statutory Auditors met at the Bank 25 times, during which it interacted with the Chief Executive Officer, the General Manager, the Risk Management and Internal Control Committee, the Supervisory Body as per Legislative Decree no. 231/2001, the External Auditing Firm, the Internal Auditing Officer, the Financial Reporting Officer and other control departments, as well as with numerous managers and employees of the Bank. The meetings and/or audits lasted about 3 hours on average.

Since the beginning of 2015, until the date of approval of this report, the Board of Statutory Auditors has met nine times, three of these were joint meetings with the Risk Management and Internal Control Committee and one was a joint meeting with the Remuneration Committee. The Board of Statutory Auditors is likely to hold a similar number of meetings during 2015 as it did last year.

There have been no changes in the Board of Statutory Auditors’ composition as of the closing of the period. 

After its nomination, the Board of Directors, in its meetings on 30 April and 30 May 2013 checked Statutory Auditors’ possession of the requirements of integrity, professional experience and independence, as per Article 148, paragraph 3 of Legislative Decree no. 58/1998, based on the Substitute Declarations envisaged by Italian Presidential Decree no. 445 of 28 December 2000. During the Board of Directors’ session held on 17th July 2013, an overall presentation was given on the verifications carried out on the subject of the requirements of professionalism, honourableness and independence of Directors and Auditors. The Board of Statutory Auditors was present during the above-mentioned meetings of the Board of Directors. 

In addition, the Board of Statutory Auditors periodically checks the suitability of its Members to perform the functions of the control body in terms of professionalism, availability of time and independence, as well as its own adequacy in terms of powers, functioning and composition, taking into account the entity and complexity of Banca IFIS and of its business activities. During this verification, it has been confirmed from time to time that the Members of the Board of Statutory Auditors continue to meet the independence requirements as per all the criteria established by the Corporate Governance Code for Directors’ independence. 

The Board of Statutory Auditors in its Meeting of 2 February 2015 confirmed the continuing presence of the independence requirements of its Members foreseen by the Corporate Governance Code and by paragraph 3 of Art. 148 of the CFA. In carrying out this evaluation, the Board of Statutory Auditors applied all the criteria set out in said Code.  With regards to the fact that the Director Mr. Rovida has exceeded nine years out of twelve in office (application criterion 3.C.1, letter e of the Corporate Governance Code), the other two Members of the Board have studied the assessments made by the Board of Directors’ Meeting of 30 April 2013 in terms of Mr. Rovida’s judgements and his freedom to evaluate Management performance and can confirm that he has maintained an independent and unbiased attitude over time. They also took into account Mr. Rovida’s declaration filed in the Bank’s records regarding the insignificance of his remuneration from the Bank for being a Statutory Auditor when compared to his overall income from all his professional activities.

Over 2014, the Board of Statutory Auditors attended the aforementioned training sessions carried out by Parente & Partners. Furthermore, the Chairman of the Statutory Auditors’ Board, together with an independent Director, also took part in an induction session organised at the beginning of 2015 by Assogestione and Assonime and paid for by the Bank.

Consistently with the provisions of the Corporate Governance Code, and also pursuant to the provisions of Article 136, para. 1 of the Consolidated Banking Act (‘Obligations of banking officers’), if a Statutory Auditor either directly or on third parties’ account has an interest in a certain transaction of the Issuer, he/she must inform the other Statutory Auditors and the Chairman of the Board promptly and exhaustively about the nature, terms, origin and extent of his/her interest. The Statutory Auditors also fall within the field of application of the ‘Procedure for transactions with associated parties’ discussed in Section 12.

As part of the coordination with the other players of the Internal Control and Risk Management System, the Board of Statutory Auditors had primarily relations, as envisaged by the Corporate Governance Code, with the Internal Auditing Office, whose Head normally attends the Board of Statutory Auditors’ meetings, and with the Risk Management and Internal Control Committee, as well as with the Appointments and Remuneration Committee (two separate Committees since December), whose meetings are normally attended by the Chairman of the Board of Statutory Auditors. In addition, during 2014, eight joint meetings of the Board of Statutory Auditors and the Risk Management and Internal Control Committee were held.

Last updated on 2015-03-17