Internal board committees (as per Art. 123-bis, para. 2, letter d), CFA)
The following committees have been set up within the Board of Directors:
- Risks and Control Committee (previously named Internal Audit Committee), consisting of three independent non-executive directors and by one not independent and non-executive director, as specified later on in Section 10;
- Committee for Appointment and Remuneration (previously named Committee for the Remuneration of Directors, Managers and for any stock option plans), consisting of non-executive directors, most of which independent and with an independent Chairman, as specified in Sections 7 and 8 below.
The Board of Directors adopted a resolution on 19 December 2012 that turned the Committee for the Remuneration of Directors, Managers and for any stock option plans into a Appointment and Remuneration Committee, thus setting up a single Committee to deal with appointment-remuneration issues, composed according to the rules provided for the Appointment Committee (majority of independent directors), and also according to the stricter ones provided for the Remuneration Committee (all non-executive directors, the majority of which independent and independent Chairman).
The Board of Directors decision to assign to a single internal committee the tasks of the “appointment committee” and of the “remuneration committee” was the result of:
- The non-excessive composition of the Board itself;
- Cost-effectiveness considerations;
- The opportunity of a synergic and integrated use of professional figures within the Bank’s strategic supervision Body.
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 an independent director and consists of two other permanent members (a non-executive director and the Internal Audit Officer), as specified in greater detail in the third paragraph of Section 11.
No function of one or more committees required by the Corporate Governance Code, has been reserved to the entire Board, under the Chairman’s coordination.
No further Committees have been set up in addition to those reported in this Section.