Committees

Angelo Casò

The Committee is made up of three Directors who qualify as independent as defined by the Code of Conduct for Listed Companies, which has duties of consultation and enquiry in particular with respect to the Bank’s system of internal control and risk management, and the structure of its IT and financial reporting organization.
In particular, with reference to the internal control system, the committee:
– gives its non-binding opinion on appointment and dismissal of staff responsible for internal control and compliance activities, their remuneration, powers and means for them to carry out their duties;
– reviews the adequacy of the internal control structures and procedures and the adequacy of the information flows required for internal control procedures to be carried out;
– reviews the plan of activity prepared by the head of internal control and his report on activities carried out, at least twice a year.
With reference to risk management, the committee:
– performs monitoring, instruction and support activities to the Board of Directors with respect to the supervision of risk management policies, including compliance with applicable regulations, and ensuring these are consistent with the strategic guidance set;
– regularly reviews the functioning and efficiency of the system and procedures for controlling and managing risks, reporting back to the Board on these issues;
– reviews plans for calculating the adequacy of the Bank’s aggregate capital, current and estimated, at the consolidated level in view of the large risks to which the Bank and Group are exposed (ICAAP) reporting back to the Board on this issue.

With reference to the structure of the Bank’s IT and financial reporting organization, the Internal control committee assesses the compliance of decisions taken by the Head of Company Financial Reporting, the external auditors and the Board of Directors in respect of the correct application of accounting standards with primary and secondary regulations, their consistency for purposes of drawing up individual and consolidated financial statements, and generally serves in an advisory capacity to assist the Board of Directors in taking the decisions for which it has responsibility on matters of financial documents.
The Statutory Audit Committee takes part in meetings of the Internal Control Committee.

The Internal control committee also performs the function of Related parties committee, with responsibility for:
- expressing binding opinions on the procedure and any amendments to it;
- expressing reasoned opinions on the Bank’s interest in carrying out transactions with related parties.



Composition and requisites
The Committee is made up of four Directors who qualify as independent as defined by the Code of Conduct for Listed Companies
 

Meetings and attendance financial year 2010/2011
The Committee met on a total of nine occasions in the period from 1 July 2010 to 30 June 2011.
 

Renato Pagliaro

The Appointments committee is made up of six members and including de jure the Chairman of the Board of Directors, the General Manager/Deputy Chairman of the Executive Committee and the Managing Director. Based on proposals made by the Managing Director and having first sought the Chairman’s opinion, the Appointments Committee approves the decisions to be adopted in the general meetings of Assicurazioni Generali, RCS MediaGroup and Telco with respect to appointments to these companies’ governing bodies.



Composition and requisites
The Appointments committee is made up of five members and including de jure the Chairman of the Board of Directors, the General Manager/Deputy Chairman of the Executive Committee and the Managing Director.
 

Meetings and attendance financial year 2010/2011
The Committee met on a total of two occasions in the period from 1 July 2010 to 30 June 2011.
 

Angelo Casò

The Remunerations committee has duties of consultation and enquiry to determine the remuneration of Directors vested with particular duties and the General Manager as well as on the staff remuneration and retention policies operated by the Group.
The Chairman of the Statutory Audit Committee, the Managing Director and the General Manager take part in meetings of the Remunerations committee (the latter two in an advisory capacity).


Composition and requisites
The committee is made up of six members, five of whom are non-executive. 

Composition and requisites financial year 2010/2011
The Committee met on a total of six occasions in the period from 1 July 2010 to 30 June 2011.