As recalled in Section 6 of this Report, by means of resolution adopted on 19 December 2012, the Board of Directors of Banca IFIS, acknowledging the changes made in the Corporate Governance Code of 2011, which included, among other things, the recommendation to set up the Appointment Committee and the possibility to “group together or distribute functions assigned to the committees provided for by the Code in the... most appropriate... manner…”, has approved the conversion of the existing “Committee for remuneration of Directors, Managers and for any stock option plans” in the “Appointment and Remuneration Committee”, assigning the functions usually assigned to the Appointment Committee to a single Committee that complies with the composition requirements of both.
The Appointment and Remuneration Committee consists of at least 3 members chosen from among the non-executive members of the Parent Company’s Board of Directors, the majority of which is independent.
At the end of the 2012 period, said Committee consisted of the Chairman of the Board of Directors of Banca IFIS, Sebastien Egon Furstenberg (non-executive and not independent), the Director Andrea Martin (independent and non-executive) in the capacity of Chairman and of Director Francesca Maderna (independent and non-executive).
During the course of the 2012 period, the Committee did not meet to discuss issues pertaining to appointments.
During the current period, up to the date this Report was prepared, the Committee has already met twice (on 13 and 21 February 2013) for the purpose of expressing its opinions on the optimal qualitative-quantitative composition of the Board of Directors and of its internal committees, in view of the opinions to be provided to the Shareholders for the submission of the lists of candidates for the purpose of renewing the Board itself.
On the subject of appointments, the Committee is specifically assigned the following tasks:
- Providing opinions to the Board of Directors with regards to the size and composition of said Board;
- Expressing recommendations to the Board of Directors with regards to the professionals whose presence within the Board is considered appropriate in order to encourage its proper and effective functioning;
- Providing opinions to the Board of Directors on the limits of cumulated assignments of directors and statutory auditors and on any exceptions to the non-competition clause as per art. 2390 of the Italian Civil Code;
- Suggesting to the Board of Directors candidates for the office of director in cases of co-opting, if independent directors need to be replaced;
- Provide preliminary information to the Board of Directors in order to prepare the succession plan of the executive directors, should the Board of Directors have considered necessary the adoption of such plan.
A summarized minutes of the meetings of the Committee is prepared and signed by the members.
The Committee may access all company information deemed relevant for the performance of its tasks.
The Committee’s Regulations provide for the possibility of using financial resources, which can be used autonomously, in the amount established by the Board and with the requirement of reporting with regards to any use of funds at least once a year, usually during the review of the report on corporate governance and ownership structures.
For the time being, the Board of Directors has not assigned to the Committee any financial resources that can be used autonomously.
The Committee may avail itself and/or request the presence of:
- external consultants with experience in salary policies, which can also be identified from among the members of the Parent Company’s Board of Directors, provided that such experts do not provide at the same time to the Human Resources area, to executive directors or to managers with strategic responsibilities of the Parent Company and/or of the other Groups companies, services whose significance is such as to actually compromise the independent judgement of said consultants;
- any representative of employee of the Parent Company or of another Group company.