TABLE 1: INFORMATION ON SHAREHOLDING STRUCTURE
|Structure of share capital||No. of shares||% of share capital||Listed (market) / unlisted||Rights and obligations|
|Ordinary shares||53.811.095||100%||Listed (on MTA Milan electronic equity market)||Each ordinary share attributes the right to one vote|
|Declarant||Direct Shareholder||% of ordinary share capital||% of voting capital|
|FÜRSTENBERG SEBASTIEN EGON||La Scogliera S.p.A.:||52,638||52,651||52,651|
|Fürstenberg Sebastien Egon:||0,013|
|INVESCO LIMITED||Invesco Asset Management Limited:||1,539||2,02||2,02|
|Invesco Fund Managers Limited:||0,306|
|Invesco Global Asset Management:||0,153|
|Invesco Canada Limited:||0.022|
|SALAMON MARINA||Alchimia S.p.A.||2,001||2,001|
|PREVE RICCARDO||Preve Costruzioni S.p.A.||2,156||2,321||2,321|
|BOSSI GIOVANNI||Bossi Giovanni||3,417||3,417||3,417|
TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
|Board of Directors||Risk Management and Internal Control Committee||Remuneration and Appointments Committee|
|Role||Member||Year of birth||Date of first appointment *||In office since||In office until||List (M/m) **||Exec.||Non exec.||Indep. as per Code||Indep. as per CFA||Number of official posts held ****||(*)||(**)||(*)||(**)||(*)|
|DIRECTORS WHO LEFT DURING THE YEAR 2014||
|Quorum required for the presentation of lists during last appointment: 1%|
|No. of meetings held during the year 2014:||BoD: 21||Risk Mgt. and Int. Control Comm.: 26||Comm. for Remun & Appoints: 5|
* Date of first appointment means the date in which the Director was nominated to the Bank’s Board of Directors for the very first time;
** This column shows the list from which each Director was taken (“M”: majority list; “m”: minority list; ‘BoD’: List presented by the BoD);
** This column shows M/m according to whether the Member was elected from the list voted by the Majority (M) or by the minority (m);
*** This column shows the number of posts held by the Director or Statutory Auditor in other listed companies on regulated markets, even foreign, in financial companies, banks, insurance companies or very large companies. In the second paragraph of Section 4 the list of these companies for each Director is shown; None of the Directors has a role in Banca IFIS S.p.A.’s only subsidiary.
(*).This column shows the participation of the Directors in the Board of Directors Meetings and the Committee Meetings respectively (shows number of meetings attended over total number of meetings held; e.g. 6/8; 8/8 etc.).
(**).This column shows the role of the Director in the Committee: “P”: President/Chairman; “M”: Member.
°Mr. Alessandro Csillaghy has been the Deputy Chairman of the Bank since 1996.
TABLE 3: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS
|Board of Statutory Auditors|
Year of birth
|Date of first appointment*||In office since||In office until||List**||Independence as per the Code||***||Number of official posts held****|
|Standing Auditor||Mauro Rovida 1||1949||05/08/1983||2013||2015||M||X||25/25||14|
|Standing Auditor||Giovanna Ciriotto||1961||30/04/2013||2013||2015||M||X||25/25||-|
|Alternate Auditor||Giacometti Luca||1968||28/04/2004||2013||2015||M||X||-||-|
|Alternate Auditor||Sonia Ferrero||1971||30/04/2013||2013||2015||m||X||-||-|
|STATUTORY AUDITORS WHO LEFT DURING THE YEAR 2014|
|Number of Meetings held in 2014: 25|
|Quorum required for the presentation of lists by the minority for the election of one or more Members (as per art. 148 TUF): 1%|
* Date of first appointment means the date in which the Auditor was nominated to the Bank’s Board of Statutory Auditors for the very first time;
* This column shows the list from which each Auditor was taken (“M”: majority list; “m”: minority list). The current composition of the Board of Statutory Auditors was resolved by the AGM of 30 April 2013 for the 3 years 2013/2015 using list voting.
*** This column shows the participation of the Statutory Auditors to the Board of Statutory Auditors’ Meetings (shows number of meetings attended over total number of meetings held; e.g. 6/8; 8/8 etc.)..
**** This column shows the number of posts held by the Director or Statutory Auditor as per Art. 148bis CFA. This list of posts is published by Consob on its internet site as per Art. 144quinquiesdecies of Consob’s Issuers’ Regulations. Those Directors or Statutory Auditors with a controlling role in only one company are excluded from this disclosure obligation.
1. Appointed by the AGM of 30 April 2013.
2. To ascertain independence of the Standing Auditor Mauro Rovida (Auditor in the Bank since 30 April 2002 with a short interruption before Banca IFIS became a Bank), please refer to Section 14 of this report.
3. Alternate Auditor for the 3 years 2010/2012 too.
TABLE 4: NUMBER AND TYPE OF POSTS HELD BY EACH CORPORATE OFFICER IN OTHER COMPANIES AND ENTITIES
|CORPORATE OFFICER||TYPE OF ROLE||TOTAL POSTS|
|Executive roles*||Non-executive Directors or non-controlling roles **|
|Furstenberg Sebastien Egon||1||-||1|
|OTHER CORPORATE OFFICERS|
*The following roles are considered ‘executive roles’ as per the Regulation on the number of official posts held by Corporate Officers:
- Chief Executive Officer;
- General Manager;
- Member of the Management Board;
- Member of the Executive Committee.
**The Regulations on the number of official posts held by Corporate officers defines ‘Non-executive Directors or non-controlling roles’ as:
- Member of the Board of Directors without powers of attorney;
- Alternate Auditor to the Board of Statutory Auditors;
- Member of the Surveillance Committee.