Board of Directors
The Board of Directors, appointed by shareholders in general meeting by means of a voting list, in line with provisions currently in force, consists of up to twenty-three members, one of whom is reserved to minority shareholders. Of the Directors thus appointed, five are managers with at least three years' experience of working for the Mediobanca Banking Group, two qualify as independent as defined by the Code of Conduct for Listed Companies issued by Borsa Italiana, and three as independent as defined by Article 148, paragraph 3 of Italian Legislative Decree 58/98.
The Board of Directors is responsible for management of the company, and exercises such management through the Executive Committee, the Managing Director and the General Manager.
The Board of Directors is responsible for approving business and financial plans, individual and consolidated financial statements, interim reports, budgets, proposals to be submitted to shareholders in general meeting, and internal regulations. It also adopts resolutions in respect of: trading involving equity investments in excess of 15% of the holdings owned at the start of each financial year in Assicurazioni Generali, RCS MediaGroup and Telco; and acquisition or disposal of stakes that lead to alterations in the Banking Group's scope of consolidation in amounts of over €500m, or otherwise of investments worth in excess of €750m. In addition, it is responsible for appointing and dismissing the Executive Committee, the Managing Director and General Manager, the head of company financial reporting, and the heads of the internal audit and compliance units.
The Board establishes three committees from among its own number:
- an Internal control committee, with three independent members, which has powers of consultation and enquiry with respect to the Bank's systems of internal control and risk management, and the structure of its IT and financial reporting organization;
- a Remunerations committee, made up of seven non-executive members, a majority of whom are independent, with powers of consultation and enquiry to determine the remuneration of directors vested with particular duties and the General Manager; the committee also gives its opinion on the guidelines for remuneration and staff retention policies operated by the Group;
- an Appointments committee, made up of six members and including de jure the Chairman of the Board of Directors, the Deputy Chairman of the Executive Committee and the Managing Director. this committee, based on the Managing Director's proposal having first sought the Chairman's opinion, adopts decisions to be taken in general meetings of companies deemed to be strategic and/or permanent investments as far as Mediobanca is concerned with respect to appointments to their governing bodies. the Committee also has powers of enquiry for proposals to submit lists for the Board of Directors, and for appointments to the Executive Committee, and to the posts of Managing Director and General Manager of Mediobanca.
The Chairman of the Board of Directors is responsible for ensuring that the governance system runs smoothly in practice, guaranteeing due balance between the powers of the Managing Director and those of the other executive directors.
The procedure for appointing the Board of Directors is in compliance with the provisions laid down in Consob regulation no. 11971/1999. Appointments to the Board of Directors are made on the basis of lists in which the candidates are numbered consecutively. Each list may be submitted only by shareholders representing in the aggregate at least one percent of the company's share capital.
| Members | Post held | Mediobanca management | Independent* | Term expires |
|---|---|---|---|---|
| Renato Pagliaro | Chairman |  |
FY ending 30/6/11 | |
| Dieter Rampl | Deputy Chairman | FY ending 30/6/11 | ||
| Marco Tronchetti Provera | Deputy Chairman | FY ending 30/6/11 | ||
| Alberto Nagel | Chief Executive Officer | |
FY ending 30/6/11 | |
| Francesco Saverio Vinci | General Manager | |
FY ending 30/6/11 | |
| Jean Azema | Director | FY ending 30/6/11 | ||
| Tarak Ben Ammar | Director | |
FY ending 30/6/11 | |
| Gilberto Benetton | Director | FY ending 30/6/11 | ||
| Marina Berlusconi | Director | FY ending 30/6/11 | ||
| Antoine Bernheim | Director | FY ending 30/6/11 | ||
| Roberto Bertazzoni | Director | |
FY ending 30/6/11 | |
| Vincent Bollorè | Director | FY ending 30/6/11 | ||
| Angelo Casò | Director | |
FY ending 30/6/11 | |
| Maurizio Cereda | Director | |
FY ending 30/6/11 | |
| Massimo Di Carlo | Director | |
FY ending 30/6/11 | |
| Ennio Doris | Director | FY ending 30/6/11 | ||
| Jonella Ligresti | Director | FY ending 30/6/11 | ||
| Fabrizio Palenzona | Director | |
FY ending 30/6/11 | |
| Marco Parlangeli** | Director | |
FY ending 30/6/11 | |
| Carlo Pesenti | Director | FY ending 30/6/11 | ||
| Eric Strutz | Director | FY ending 30/6/11 |
* Independent as defined in Code of conduct for listed companies
** Minority shareholders' representative