Italian law offers the possibility to adopt one of three alternative governance systems:
- the traditional system, which provides for a Board of Directors with administrative functions and a Board of Statutory Auditors with management control functions, both appointed by the Shareholders’ Meeting;
- the two-tier system, which provides for the presence of a Supervisory Board appointed by the Shareholders’ Meeting and a Management Board appointed by the Supervisory Board;
- the one-tier system, according to which administration and control are exercised by the Board of Directors (appointed by the Shareholders’ Meeting) and an internal management control committee, respectively.
The Parent Company adopted the traditional system, based on the distinction between the Board of Directors, in charge of direction and strategic supervision functions, and the Board of Statutory Auditors, in charge of control functions and monitoring compliance with regulatory and statutory provisions, compliance with the principles of sound management as well as the adequacy of the organisational, administrative and accounting structure.
The statutory audit of the accounts is entrusted to an external independent audit firm, in accordance with the legal and statutory provisions in force.
The Shareholders’ Meeting represents all Members and has the power to resolve on matters reserved for the same, according to the law and the By-laws, in ordinary and extraordinary sessions.
The Board of Statutory Auditors performs the tasks and control functions provided by the law and the By-laws. In accordance with the provisions of Article 38 of the By-laws, the Board of Statutory Auditors of Cassa Centrale consists of 3 (three) standing auditors and 2 (two) alternate auditors, who meet the eligibility, independence, professionalism and integrity requirements envisaged by the law in force from time to time and the By-Laws of the company. The independence requirements for members of the Board of Statutory Auditors are regulated in detail under Article 38.6 of the By-laws . Go to the section
The Board of Directors is responsible for the strategic supervision and management of the company. Go to the section
The Independent Auditors are entrusted with the statutory audit of the accounts.
Article 32.1 of the By-laws states that “the Board of Directors may appoint an Executive Committee formed by the Chief Executive Officer and an additional 4 (four) Directors […]”. The Executive Committee is responsible for the functions set forth under Article 33.1 of the By-laws, with the option of delegating further specific functions pursuant to 31.2.1 of the By-laws.
The Nomination Committee performs preliminary and advisory functions in relation to the appointment of members and the composition of the Board of Directors of the Company and, when provided for, the Affiliated Banks, when this falls under the responsibility of the Board itself, and performs further tasks entrusted to the same by current legislation or by the Board of Directors.
The Remuneration Committee performs proposal and advisory functions in relation to the compensation and remuneration and incentive systems to be adopted by the Company and, when provided for, the Affiliated Banks, and performs further tasks entrusted to the same by current legislation or by the Board of Directors.
The Risk Committee performs support functions for the Board of Directors in relation to risk and the internal control system, focusing in particular on all activities instrumental and necessary for the Board of Directors of the Parent Company to reach the correct and effective determination of the RAF and risk governance policies.
Independent Directors’ Committee
The Supervisory Provisions entrust a significant role to the Independent Directors, who are involved in the pre-deliberative phase and called to express reasoned opinions during resolutions. To ensure the dialogue considered necessary for the proper assessment of related-party transactions without compromising the timeliness of the pre-deliberative and decision-making process, the Board of Directors appoints a specific Independent Directors’ Committee for related-party transactions.