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 FY2012 year-end date, as is also shown in Table 3 attached to this Report, is as follows:

  • Chairman: Mauro Rovida,
  • Standing auditor: Erasmo Santesso,
  • Standing auditor: Dario Stevanato,
  • Substitute auditor: Luca Giacometti,
  • Substitute auditor: Francesca Rapetti.

The Shareholders’ Meeting that made the appointment took place on 29 April 2010 according to the Articles of Association rules in force at the time. The election for the 3-year period 2010-2012 took place based on a list vote. Two lists of candidates were submitted: one by the majority shareholder “LA SCOGLIERA S.p.A.” and one by the shareholder “PREVE COSTRUZIONI S.p.A.” (which certified the absence of connections with the controlling shareholder). Below we show, for both of them, 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 elected Percentage of votes obtained
Erasmo Santesso Erasmo Santesso 96.39%
Dario Stevanato Dario Stevanato
Candidates for the office of
substitute auditor
   
Francesca Rapetti Francesca Rapetti
 
List of candidates presented by the shareholder "PREVE COSTRUZIONI S.p.A."
Candidates for the office of standing auditor List of those elected Percentage of votes obtained
Mauro Carlo Rovida Mauro Carlo Rovida 3.49%
Candidates for the office of
substitute auditor
   
Luca Giacometti Luca Giacometti  

Below we summarize the personal and professional characteristics of each standing auditor (pursuant to Article 144-decies of the Consob Issuers’ Regulation) 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 – Mauro Rovida

Mauro Rovida graduated in Economics & Commerce in 1973, was research fellow in the Economic Politics department of the Economics & Commerce Faculty at the University of Genoa, has been a licensed Professional Accountant since 1975, External Auditor, enrolled in the register of technical consultants of the Court of Genoa. He works as a consultant, mainly in Genoa, in the corporate, litigation and tendering fields. He is a consultant for various companies and groups in Genoa involved in construction, maritime tourism services, port cargo handling services, industrial companies connected with shipping business, real estate trading, mechanical industry, clothing, information technology and services. He is a member of various Boards of Directors and Boards of Statutory Auditors.

Standing auditor – Erasmo Santesso

Erasmo Santesso graduated in Economics & Commerce at the University of Venice in 1971, is registered as an officially approved Statutory Auditor and was Full Professor of Business Economics at the University of Venice until 2012. He has performed consultancy and training activities in the field of planning and control, organisation and finance in various companies and entities. He is currently a member of the Board of Directors of Inipress S.p.A., R.p.m. S.p.A. and Aermec S.p.A., as well as of the Board of Statutory Auditors of Acciaierie Venete S.p.A.

Standing auditor – Dario Stevanato

Dario Stevanato is a lawyer and licensed Professional Accountant in Venice. He is also Full Professor of Tax Law and International Tax Law at the University of Trieste.

He participates as a speaker in numerous conferences, courses, seminars and training initiatives concerning tax matters, organised by public and private entities.

He has published three monographs and several hundred articles and papers on tax matters. He is part of the scientific management team of the journals ‘Dialoghi tributari’, ‘Corriere Tributario’ and ‘Diritto e Pratica Tributaria’.

Substitute Auditor – Francesca Rapetti

Francesca Rapetti graduated in Economics and Business Management Sciences. Since 1988 she has been a member of the Board of Certified Public Accountants and Expert Bookkeepers. Since 1995 she has been an Auditor enrolled in the register of technical consultants of the Court of Genoa.

She has acquired in-depth knowledge and experience in the tax, accounting, corporate and fiscal fields; she also provides consulting services for companies operating abroad. Lastly, she holds the office of director and member of the Board of Statutory Auditors at several service, manufacturing and construction companies.

Substitute 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 is 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 FY2012, the Board of Statutory Auditors met at the Bank 16 times, during which it had contacts with Top Management, the Internal Audit Committee (now Control and Risks Committee), the Supervisory Body as per Legislative Decree no. 231/2001, the auditing firm, the Head of Internal Audit, the Accounting Reporting Officer and other control departments, as well as with numerous managers and employees of the Bank. The meetings and/or audits lasted about 2 hours and a half on average.

Since the beginning of 2013 until the date of approval of this Report, the Board of Statutory Auditors has met at the Bank during the course of 2 days, working with the Control and Risks Committee, the auditing firm, the Control Functions and some of the Heads of operating areas or Services. The Board of Statutory Auditors is likely to hold a number of meetings in 2013 in line with those held in the previous year.

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

The Board of Directors of 27 May 2010 has checked statutory auditors’ possession of the requirements of integrity, professional skill/repute 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.

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. For the 2013 period, the verification of independence requirements possessed by the individual members will be carried out after the appointment of the new Board of Statutory Auditors by the Shareholders’ Meeting.

During the course of 2012, no induction initiatives aimed at auditors were carried out, since none of them is covering their office for the first time and due to the satisfactory level of their skills and professionalism.

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 related-party transactions” 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 Audit Department, whose Head normally attends the Board of Statutory Auditors’ meetings, and with the Internal Audit Committee (since the end of 2012 Control and Risks Committee) as well as with the Remuneration Committee (since the end of 2012 Appointment and Remuneration Committee), whose meetings are normally attended by the Chairman of the Board of Statutory Auditors. In addition, during 2012 five joint meetings of the Board of Statutory Auditors and Internal Audit Committee were held.

Gruppo Banca IFIS
  • Mondo PMI
  • youtube
  • Facebook
  • Twitter
  • slideshare
  • Linkedin
  • sr.png