Shareholder's Meeting

The duties of the Shareholders’ Meeting are similar to those found in the majority of listed Italian banks. Specifically, the Shareholders’ Meeting:

Independent Auditors

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:

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.

Chairman

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:

Supervisory Committee

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:

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:

Furthermore, this Committee:

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:

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.

General Manager

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 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:

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.