Internal Board Committees (as per Art. 123-bis, para. 2, letter d), CFA)

The following Committees existed within the Board of Directors at year-end 2014:

  • The Risk Management and Internal Control Committee, consisting of four Non-executive Directors, three of which independent, with an independent Chairman, as better explained in Section 10;
  • The Appointments Committee, consisting of three Non-executive Directors, two of which independent, with an independent Chairman, as better explained in Sections 7 and 8;
  • The Remuneration Committee, consisting of three Non-executive Directors, two of which being independent, with an independent Chairman, as better explained in Section 9.

The Board of Directors, in view of adapting the corporate set-up to the legal changes introduced by the first Amendment of the Bank of Italy’s Circular 285 of 17 December 2013, with its resolution of 18 December 2014:

  • Has transformed the Committee for Appointments and Remuneration into the Remuneration Committee only and has approved the applicable regulations;
  • Has set up an Appointments Committee and approved the applicable regulations.

Furthermore, the Board of Directors has also appointed a Supervisory Body vested with autonomous powers of initiative and control as indicated in Legislative Decree no. 231/2001. It is currently chaired by a Non-executive Director and consists of three other permanent Members (two independent Directors and the Internal Auditing Officer), as specified in greater detail in the third paragraph of Section 11.

No function of one or more Committees has been reserved to the entire Board, under the Chairman’s coordination, as required by the Corporate Governance Code.

No further committees have been set up in addition to those reported in this section.

Last updated on 2015-03-13