The duties of the Shareholders’ Meeting are similar to those found in the majority of listed Italian banks. Specifically, the Shareholders’ Meeting:
- approves annual financial statements;
- appoints, applying the list vote mechanism, and revokes members of the Board of Directors, establishing their remuneration;
- appoints, applying the list vote mechanism, and revokes Auditors and the Chairman of the Board of Statutory Auditors, establishing their remuneration;
- resolves on remuneration policies for directors, employees and outside staff members and receives reports on the same;
- resolves on remuneration plans based on financial instruments;
- resolves on transactions that involve amendments to the Articles of Incorporation;
- resolves on the other matters reserved for it by the Articles of Incorporation or by law.
The Shareholders’ Meeting appointed the firm RECONTA ERNST & YOUNG S.p.A.to perform the external statutory audit of the individual annual financial statements and Group consolidated annual financial statements, as well as the limited audit of the half-yearly financial report of Banca IFIS S.p.A. until to 31 December 2022.
Board of Statutory Auditors
The appointment of members of the Board of Statutory Auditors is regulated by the Articles of Incorporation and takes place based on lists presented by shareholders. Each list consists of two sections: one for candidates for the office of standing statutory auditor and the other for candidates for the office of substitute statutory auditor.
The Board of Statutory Auditors consists of three standing statutory auditors and two substitute statutory auditors. The standing statutory auditor elected from the minority list is declared Chairman of the Board of Statutory Auditors.
The Board of Statutory Auditors supervises:
- compliance with the law, the Articles of Incorporation and the regulations;
- observance of the principles of proper administration;
- the appropriateness of the organisational, administrative and accounting structure adopted by the company and its concrete functioning;
- adequacy and functionality of Internal Audit System;
- exercise of management and coordination by the Bank;
- other records and actions specified by the law.
The Board of Statutory Auditors ascertains, in particular, the adequate coordination of all the functions and structures involved in the Internal Audit System, including the Independent Auditors in charge of the audit, promoting, if necessary, the appropriate corrective measures.
The Board of Statutory Auditors informs the Board of Directors of any failings and irregularities it has found, asks for the adoption of appropriate corrective measures and verifies their effectiveness over time.
The Chairman chairs and directs the works of Shareholders’ Meetings and of the Board of Directors, and arranges for the Directors to be provided with adequate information on the items on the order of business.
Board of Directors
The company is managed by a Board of Directors composed of between five and fifteen members, elected by the Shareholders’ Meeting. The members remain in office for a period not exceeding three years, established at the moment of appointment, and their term expires on the date of the Annual Shareholders’ Meeting convened to approve the annual report for the last year of their office.
The appointment of Directors is based on lists, presented by the shareholders, in which the candidates are listed progressively and the number of candidates cannot exceed the number of Directors to be elected.
The Board of Directors is responsible for all the powers of ordinary and extraordinary administration, excluding those that, by law, lie within the competence of the Shareholders’ Meeting. Aside from duties that are not delegable by law, the Board of Directors is exclusively responsible for resolutions regarding:
- strategic guidelines and operations, and business and financial plans;
- amendments to the articles of incorporation and company by-laws according to legal provisions;
- mergers with other companies, in the cases provided for by articles 2505 and 2505-bis of the Italian Civil Code;
- reduction of capital in case of withdrawal;
- the indication of which Directors, in addition to those stated in the Articles of incorporation, can represent the company;
- the setting up of committees within the Board of Directors;
- risk management policies, and, upon authorisation from the Board of Statutory Auditors, the evaluation of functionality, efficiency and effectiveness of the internal control system and the adequacy of the organizational, administrative and accounting structures;
- the general organisation of the bank’s structure and consequent internal regulations;
- the setting up and management of, also in terms of signatory powers, branches, subsidiaries, agencies, counters, representative offices and addresses, both in Italy and in foreign countries, as well as their closing;
- the transfer of the registered office within national territory;
- the buying and selling of equity investments, companies and/or branches of companies bringing about changes in the group, or investments and/or disinvestments that exceed 1% (one percent) of the bank’s net equity as shown in the last approved financial statements;
- the determination of criteria for carrying out Bank of Italy’s instructions;
- the appointment, dismissal and remuneration of general management members;
- evaluation of consistency between the remuneration and incentive schemes against the bank’s long-term strategies, ensuring that such schemes do not increase corporate risks;
- the appointment, upon acceptation from the Board of Statutory Auditors, of subjects responsible for internal auditing and compliance.
The Supervisory Committee is a collective body formed by members of the Board of Directors, chosen from among the non-executive Directors, and the Internal Auditing Officer.
The Supervisory Committee is called on to carry out the functions of an internal body with autonomous powers of initiative and control as set out in Italian Leg. Decree 231/2001.
In carrying out its duties under Leg. Decree 231/2001 the Committee is called on to carry out the following activities:
- adequately identify and monitor the risks, as set out in Leg. Decree 231/2001, which have been taken on or may be taken on with regard to actual company processes, organising a constant update of the work to record and map risk areas and “sensitive processes”;
- keep the Organisational Model up to date in conformity with the development of the law, as well as a consequence of the changes in the Company’s internal organisation and business;
- check the adequacy of the Model, in other words its effectiveness in preventing illegal behaviour;
- cooperate in drawing up and integrating internal codes of conduct;
- make use of the Internal Auditing Officer and of all the internal company functions to acquire relevant information pursuant to the law;
- promote initiatives aimed at disseminating knowledge of the Model among the Company’s bodies and employees, by providing the necessary instructions and clarification and setting up specific training courses;
- periodically carry out checks aimed at specific operations undertaken as part of “sensitive processes”;
- arrange extraordinary checks and/or targeted investigations when dysfunctions come to light in the Model or there is proof of crimes being committed which are subject to prevention activities;
- oversee compliance with and application of the Organisational Model and activate though the responsible company functions any sanctions pursuant to the law and employment contracts;
- oversee compliance with the laws regarding the prevention of the use of the financial system for the laundering of income from criminal activities and the financing of terrorism.
Internal Auditing Officer
Since mid 2006 the position of Head of the Internal Auditing Function as a staff department of the Board of Directors has been held by the manager Ruggero Miceli. The mission assigned to this Function by the relevant regulation approved by the Board of Directors also includes verification that the Internal Audit and the Risk Management System appears complete, adequate, functional and reliable.
The Internal Auditing Officer is not responsible for any operational area. The positioning of the Internal Auditing Function in the corporate organizational chart as a staff department of the Board of Directors, as well as assuring its independence – in conformity with the Bank of Italy’s directives and with sector best practice – facilitates the appropriate exchange of information with the Risk Management and Internal Control Committee, Board of Statutory Auditors and, in general, with corporate bodies and officers.
The main activities carried out by the Internal Auditing Office over 2014 concerned, to varying degrees according to the level of risk involved, both the Parent company (Banca IFIS S.p.A.) and the controlled companies (IFIS Finance Sp. z o.o.).
The Internal Auditing Office collaborated with BDO Sp. z o.o., delegating them to carry out auditing activities at the Polish subsidiary.
Committee for Appointments
The Committee for Appointments is a committee within the Board of Directors of Banca IFIS S.p.A., the Parent company of the Banca IFIS Group.
It is composed of at least 3 members chosen from the non-executive members of this Board of Directors, the majority of whose members being independent.
The Committee members are the Director Daniele Santosuosso (independent and non-executive) as Chairman, the Director Giuseppe Benini (independent and non-executive) and the Director Riccardo Preve (non-independent and non-executive).
The Committee has the role of assisting the Board of Directors and other corporate bodies in the following processes:
- nominating and co-opting Directors; The Committee gives advice during the assessment of the Board of Directors prior to the nomination process as to the best qualitative and quantitative size and composition of this Board, also in terms of members whose presence on the Board is considered opportune and in terms of legal rules and regulations in force. The Committee also gives advice after the nomination process has taken place, checking correspondence between the qualitative and quantitative size and composition of the Board considered optimal prior to this process and the real situation after it; in cases of co-option substituting independent Directors, the Committee proposes candidates to the Board;
- the self-assessment of corporate bodies; specifically, the Committee proposes to the Chairman of the Board of Directors, the person or persons in charge of strategically supervising over and managing the self-assessment process of corporate bodies;
- verifying existence of the requisites of professionalism, honour and independence in those subjects with accounting, management and control roles, in compliance with article 26 of Legislative Decree no. 385/1993 (The 1993 Banking Law);
- defining succession plans for top management positions (C.E.O. and General Manager) due to expiry of mandates or any other reason, in order to ensure business continuity and to avoid the company suffering financially or from a reputational point of view.
Furthermore, this Committee:
- helps the Risk Management and Internal Control Committee to find and propose to the Board of Directors suitable candidates to nominate for managerial positions of control;
- gives its opinion to the Board of Directors on limits to the number of positions Directors and Statutory auditors can hold and on any departure from the non-competition clause as per article 2390 of the Italian Civil Code.
The Chairman of the Committee reports to the Board of Directors on activities carried out, at the first convenient meeting.
Chief Executive Officer
The Body assigned a management function has been identified in the person of the C.E.O. The General Manager participates in the management function
The Board of Directors can nominate a C.E.O. from its members, fixing his/her management powers.
The Chief Executive Officer is responsible for carrying out the resolutions of the Board of Directors, also with the support of the Corporate Headquarters.
In urgent cases, the C.E.O. can deliberate any business or operation that does not fall strictly under the Board of Directors’ competence, immediately informing the Chairman and advising the Board of Directors at the first Board of Directors’ Meeting that follows.
The Board has delegated to the Chief Executive Officer powers regarding human resource management, the granting and use of credit, treasury and spending management, and has set limits to such powers.
Committee for Remuneration
The Committee for Remuneration is a committee set up within Banca IFIS S.p.A.’s Board of Directors, parent company of the Banca IFIS banking group.
The Bank’s Committee for Remuneration is formed of at least three members chosen from among the non-executive directors on the Parent company’s Board of Directors, most of which being independent.
It is made up of the Board Member Andrea Martin, the board member Daniele Santosuosso (independent and non-executive), and the Board member Francesca Maderna (independent and non-executive) with the role of Committee Chairman.
This Committee has the following duties, to:
- Give advice and make proposals to the Parent Company’s Board of Directors for the remuneration and incentivisation of corporate officers (including executive officers and other key personnel), managers with strategic responsibilities and managers of internal control functions, whether holding these posts in the Parent company or in other companies of the Group. The Committee also helps fix the performance objectives on which the variable pay of these officers is based;
- Provide consultancy in determining remuneration criteria for the remaining key personnel within the Parent company and other companies of the group, in compliance with supervisory regulations;
- Directly supervise over adherence to rules governing the remuneration of managers of internal control functions within the Parent company and the other companies in the Group, in strict collaboration with the Board of Statutory Auditors;
- Take care of preparing the documentation to be put to the Parent company’s Board of Directors so it can make its decisions;
- Collaborate with the other committees within the Board of Directors, in particular with the Risk Management and Internal Control Committee, wherever collaboration is not already guaranteed ipso facto by the fact that members of these committees are the same people;
- Ensure the involvement of the Parent company’s Internal Auditing Office, the HR Area, the Strategic Planning Office, the Risk Management Office and the Compliance and Anti Money-Laundering Office in the process and control of Group remuneration policies and practices;
- Monitor that decisions on remuneration adopted by the Board of Directors of the Parent company and the other companies of the Group have been correctly applied and, in particular, taking advantage of information received from the applicable corporate offices and areas, express its opinion on the achievement of performance objectives underlying incentive plans, checking if all the other conditions for payment of remuneration have also been met;
- Make proposals to the Parent company’s Board of Directors on criteria for stock option allocation and the allocation of shares in general for corporate officers and employees of the Group;
- With regards to the last point and where possible, provide interpretation in cases of controversy, correcting the conditions for the allocation of each tranche, as well as governing the exercising of rights in cases of extra-ordinary operations on Parent company capital (mergers, capital increases, rights offerings and bonus issues, share splits and conversions etc.).
The Committee evaluates the suitability, overall consistency and the solid application of Group remuneration policies at least once a year. The Committee reports on its activities to the Parent company’s Board of Directors and its Shareholders during General Meetings with the same minimum frequency.
Corporate Accounting Reporting Officer
The Corporate Accounting Reporting Officer sets adequate administrative and accounting procedures for the formation of the company’s financial statements, the consolidated financial statements and all other financial communication and carries out other functions envisaged by the law.
Management, saving matters for which the Board has exclusive authority and/or powers not delegated by the Board of Directors, is performed by Top Management (consisting of the C.E.O. and General Manager).
The General Manager is head of personnel and carries out his assignment respecting the powers given to him by the Board of Directors.
The General Manager participates in Board of Directors’ Meetings in an advisory role.
Risk Management and Internal Control Committee
The Board has set up a Risk Management and Internal Control Committee (ex-Internal Audit Committee) within the Board itself, formed by three independent, non-executive directors and one non-independent, non-executive director.
The Committee expresses its prior opinion to the Board of Directors on the following:
- the guidelines of the Internal Audit and Risk Management System;
- the suitability and efficiency of the Internal Audit and Risk Management System considering the characteristics of the bank’s business and the risk profile taken on;
- the work schedule drawn up by the Internal Auditing Officer;
- the main characteristics of the Internal Audit and Risk Management System and its suitability;
- the results of the external auditing carried out set out in the auditing firm’s report and in any letter of recommendations prepared by the same.
The Risk Management and Internal Control Committee is also obliged to give its prior approval (binding) on the appointment and dismissal of the Internal Auditing Officer and the allocation, by the Board of Directors, of the necessary resources for him/her to carry out his role in a suitable manner.
The Risk Management and Internal Control Committee, in assisting the Board of Directors:
- Evaluates, together with the Corporate Financial Reporter, external auditors and the Statutory Auditors’ Board, the proper utilization of accounting standards and their uniformity for the purpose of drawing up consolidated financial statements;
- Expresses its opinion on specific aspects relating to the identification of the main corporate risks;
- Examines periodic reports that regard the assessment of the Internal Audit and Risk Management System, together with those that are particularly relevant provided by the Internal Auditing Office;
- Monitors the autonomy, suitability, efficiency and effectiveness of the Internal Auditing Office;
- Can ask the Internal Auditing Office to carry out inspections of specific operational areas, advising the Chairman of the Statutory Auditors’ Board of the same;
- Examines the annual work schedule of the control functions and assesses the relative reports on the actuation of this schedule.
As regards transactions with related parties and/or connected parties, the Risk Management and Internal Control Committee, solely the independent directors, also performs the functions attributed to it by the Board, as governed by the "Procedure" in force.