Board/Management Information • Mar 9, 2022
Board/Management Information
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I, the undersigned Monica Magri, born in Catania on 13 agosto 1964, aware that, pursuant to Article 76 of Presidential Decree no. 445 of 28 December 2000, misrepresentation, document forgery and the use of false documents or documents containing data no longer corresponding to the truth are punishable under the criminal code and the special laws on the subject, in relation to the candidacy for Member for the Board of Director of BFF Bank S.p.A. (the "Bank") by the Shareholders' Meeting of 31 March 2022, pursuant to and in accordance with Ministry of Economy and Finance Decree no. 169/2020 (the "Decree") (the "Fit&Proper Decree") and Ministry of Justice Decree no. 162/2000, and further applicable provisions,
to accept the above-mentioned candidacy and the possible office of Director of the Bank, electing as of now domicile for all the acts relating to this position, also pursuant to and for the purposes of the Supervisory Provisions, at the registered office of the Bank, in Via Domenichino 5, Milan,
to have gained an overall experience of at least three years $\frac{1}{1}$ through the exercise of 2:
| YES. | NO. | |
|---|---|---|
| financial markets; | ⊠ | |
| regulation in the banking and finance industry; | ⊠ | |
| strategic guidance and planning; | × | |
| organizational and corporate governance framework; | ⊠ | |
| risk management (identification, assessment, monitoring, control and mitigation of the Bank's principal types of risk, including the representative's responsibilities in such processes); |
⊠ | |
| internal control systems and other operating mechanisms; | ⊠ |
<sup>1 Five years in the case of candidates for the position of Chairman of the Board of Directors or Chief Executive Officer. Three years in the case of candidates for the position of Non-Executive Director.
$2$ For more information on the professionalism requirements for each role, please refer to Section 5.3, and the relevant paragraphs, of the "Guidelines for Shareholders on the Qualitative and Quantitative Composition of the Board of Directors and for the Preparation of the Board of Directors List", available on the Bank's website at https://it.bffgroup.com/regolamento-consiglio-di-amministrazione.
| banking and financial activities and products; | × |
|---|---|
| accounting and financial reporting; | ⊠ |
| information technology; | ⊠ |
| coordination, direction or management of human resources such as to ensure effective performance of the functions of coordinating and directing the work of the Board of Directors, promoting its proper functioning, also in terms of circulation of information, effectiveness of comparison and stimulation of internal debate, as well as the adequate overall composition of the body 3 ; |
⊠ |
$A.2$ as provided for in the Bank's Board of Directors Regulations, to meet at least one of the following requirements:
| YES | NO. | |
|---|---|---|
| Adequate knowledge of the banking sector, the dynamics and economic-financial system, banking and financial regulations and, above all, risk management and control methodologies, acquired through many years of experience in administration, management and control in the financial sector; |
□ | ⊠ |
| experience in the management of operations aimed at facilitating the freeing up, management and collection of receivables, in particular from healthcare providers and the Public Administration; |
□ | ⊠ |
| experience in entrepreneurial management and business organization acquired through many years of administration, management or control in companies, or groups of significant economic size, or in the Public Administration; |
⊠ | |
| ability to read and interpret economic and financial data acquired through many years of experience in administration and control in companies, or professional activities, or university teaching; |
⊓ | ⊠ |
| international experience and knowledge of foreign markets, acquired through the performance of entrepreneurial or professional activities over several years at foreign institutions or bodies, companies or groups with an international orientation, |
× |
as required by the outcomes of the Board of Directors' annual self-assessment, to possess at least one of $A.3$ the following additional specific knowledge:
| YES | NO. | |
|---|---|---|
| business in which the Bank and its subsidiaries operate, also with regard to its future developments, and, therefore, with proven experience in the securities services and payment infrastructure services sectors, with specific know-how on new markets and business lines; |
× | |
| financial markets and strategic planning, awareness of a credit institution's strategic business direction or business plan and its implementation; |
⊓ | ΙX |
| extraordinary finance and business development transactions by acquisition, as well as partnership agreements; |
X |
$3$ Requirement relevant only to candidates for the position of Chairman of the Board of Directors.
| Sustainability and expertise in social responsibility; | ⊠ | $\Box$ |
|---|---|---|
| information and communication technologies, including digital innovation and cybersecurity; |
$\Box$ | X |
| business management and organization, including human resources management - including remuneration and incentive systems, operations and information systems - mainly in the banking sector; |
区 | $\Box$ |
| credit and financial risk assessment; | □ | X |
| NPL management; | □ | X |
| bank accounting (accounting and financial reporting, interpretation of a credit institution's financial data, identification of key issues and appropriate safeguards and measures based on that information); |
$\Box$ | X |
| PA dynamics; | $\Box$ | X |
| knowledge of the international market, in particular, with reference to the Eastern European markets in which the Bank's subsidiaries and, in general, the BFF Group operate (Poland, Czech Republic, Slovakia and Croatia); |
$\Box$ | X |
| skills in the legal and economic-financial field, and management within the board of directors of issues of strategic importance 4 ; |
$\Box$ | × |
| possession of specific skills, preferably acquired in top management positions of companies operating at international level, in the field of credit, finance, securities or insurance, gained through work experience in positions of appropriate responsibility for a period of no less than five years in the credit, banking and specific reference sector of the Bank's business, with focus on sustainability. Similar experience may also be gained in companies comparable with the Bank in terms of business, size and operational complexity, even in more than one country 5 . |
∩ | X |
<sup>4 Knowledge required for Chairman of the Board only.
<sup>5 Knowledge required for CEO only.
$6$ See art. 2382 Italian Civil Code: "A disqualified person, an incapacitated person, a bankrupt, or a person who has been sentenced to a punishment that implies the disqualification, even temporary, from public offices or the inability to exercise executive offices, cannot be appointed as a director, and if appointed, is removed from office.
without prejudice to the effects of rehabilitation and revocation of the sentence for cancellation of the crime pursuant to article 673, paragraph 1, of the Italian Code of Criminal Procedure;
without prejudice to the effects of rehabilitation and revocation of the sentence for cancellation of the crime pursuant to article 673, paragraph 1, of the Italian Code of Criminal Procedure;
$(f)$ not to have received criminal convictions or other sanctions in foreign countries for offences corresponding to those which would entail, under Italian law, the loss of the requisites of integrity;
$(d)$ not to have been subject to administrative sanctions for violations of company, banking, financial, securities, insurance, anti-money laundering regulations and regulations on markets and payment instruments;
not to be subject to disqualification or precautionary measures taken by the Supervisory Authorities or at $(e)$ their request; removal measures taken pursuant to Articles $53-bis$ , paragraph 1, letter e), 67-ter, paragraph 1, letter e), 108, paragraph 3, letter d-bis), 114-quinquies, paragraph 3, letter d-bis), 114-quaterdecies, paragraph 3, letter d-bis), of the Consolidated Law on Banking, and Articles 7, paragraph 2-bis, and 12, paragraph 5-ter, of the Consolidated Law on Finance;
<sup>7 "Participant" is defined as a person who controls or exercises significant influence over the Bank or who holds interests that allocate at least 10% of the voting rights or capital of the Bank.
in the last twelve years, the position of member of the Board of Directors of the Bank, as well as management positions at a participant in the Bank or its subsidiaries;
not to exceed the limits on the number of offices pursuant to articles 17, 18 and 19 of the Fit&Proper × Decree;
<sup>8 The business relationship, which took place in the previous year, will be considered "significant" on the basis of two parameters:
a. continuity: more than six months duration, and
10% maximum threshold: $h$
the turnover of the firm or professional practice to which the director belongs, or
Of the director's own income as an individual.
The Board assesses compliance with this threshold based on a self-certification provided by the Director.
In the case of a Director who is also a partner in a professional firm or consulting firm, the Board assesses the significance of professional relationships that may have an effect on his or her position and role within the firm or consulting firm or that, in any event, relate to important Bank and Group transactions, even independently of the quantitative parameters set out above.
to exceed the limits on the number of offices pursuant to articles 17, 18 and 19 of the Fit&Proper Decree, $\Box$ and, in the event of appointment, to undertake to comply with the limit on the number of offices and, consequently, to resign from the offices that cause the limit to be exceeded;
| Company | Office | Sector and group (banking, financial and insurance ) |
|---|---|---|
| that the position | held in the company does not give rise to any incompatibility |
|||||||
|---|---|---|---|---|---|---|---|---|
| pursuant as |
to | art. | 36 | of | the | Salva | Italia | Decree, |
| undertaking to produce at the |
request of the Company, the appropriate documentation to confirm the truthfulness of the data declared, as well as to promptly update and supplement the above table and, where relevant, to exercise or modify the option pursuant to art. 36, paragraph 2-bis, of the Salva Italia Decree, by means of a specific written communication to the Company;
To have read the information referred to in Article 13 of Regulation (EU) 2016/679 at the bottom of this statement, and
to authorize, pursuant to and for the purposes of Regulation (EU)2016/679 and national legislation, that the data collected be processed/circulated by the Bank - including by means of IT tools - as part of the appointment process for which this declaration is made.
The undersigned authorizes the Bank, pursuant to and for the purposes of art. 71, paragraph 4, of Presidential Decree no. 445/00, to verify the truthfulness of the declarations with the competent authorities.
The undersigned also undertakes, if requested, to produce the appropriate documentation to confirm the accuracy of the data declared, as well as to communicate any facts that may change the content of the declaration made.
Milan, March 1, 2022
The registrant Marc of
Pursuant to Article 13 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data ("General Data Protection Regulation", hereinafter "GDPR" or "Regulation"), we hereby inform you that your personal data ("Data") collected by the Controller will be subject, in compliance with the aforementioned legislation and in accordance with the confidentiality obligations that govern the activity of BFF Bank S.p.A. (the "Bank"), of the processing referred to in art. 4 of the Regulation. In particular, we wish to inform you of the following.
The data controller pursuant to the Law is BFF Bank S.p.A, via Domenichino, n. 5, 20149, Milan.
Delegate of the data controller in charge of representing the Bank, for the purpose of compliance with the provisions of Regulation (EU) 2016/679, is the Chief Executive Officer of the Bank.
The Bank has also appointed a Data Protection Officer who can be reached at the following email address: [email protected]
The collection and processing of Data is necessary for the verification of the above requirements.
For the indicated purpose the legal basis of the treatment is the fulfillment of legal obligations (Ref. art. 6, paragraph 1, lett. c) of the Regulation.
The data will be processed exclusively for the aforementioned purposes, also by means of computer procedures, and will not be communicated or disseminated externally, without prejudice to the right to verify the truthfulness at the competent administrations.
The Data will be processed by personnel authorized to do so pursuant to Article 29 of EU Regulation 2016/679.
In order to comply with the purposes referred to in the preceding point, the Bank processes the following categories of personal data concerning you:
Your data will not be transferred abroad.
Data will be kept for the time strictly necessary to achieve the purposes pursued as well as to comply with the obligations provided for by law. The possible further storage of Data or part of the Data can be required to assert or defend one's own rights in any venue and, in particular, in the courts.
The current legislation recognizes the data subject numerous rights that we invite you to consider carefully. Among these, we remind you of your rights to:
a. the data are no longer necessary in relation to the purposes for which they were collected or otherwise processed,
You have the right to lodge a complaint with a supervisory authority if you believe that the rights indicated herein have not been recognized. In order to exercise the above-mentioned rights you may contact the Data Controller by writing to BFF Bank S.p.A., via Domenichino, n. 5, 20149, Milan.
Alternatively, you can contact the Data Protection Officer by writing to the following email address: [email protected].
MONICA MAGRI' viale Monte Nero 40 20135 MILANO ITALY +39 3938923543 (mobile)
Human Resources Executive with consistent track record in leading HR at corporate level both regionally and globally (Europe, US, Latin America, Middle East and Emerging Markets) in different industries (1,5 years in Specialty Paper and Self-adhesive Solutions, 2,5 years in Information Solutions/Credit Management, 9 years in Financial Services, 2 years in Consumer Goods, 14 years in Pharmaceuticals). Significant experience in running large-scale transformation programs and managing diverse teams in multiple locations. Easy to deal with, innovative and business-savvy, energizing and result oriented.
| FEDRIGONI GROUP | |
|---|---|
| Chief Human Resources Officer | May 2019 - Current |
| CERVED GROUP | |
| Human Resources Director | September 2016 - April 2019 |
| ALLIANZ GLOBAL INVESTORS - ALLIANZ GROUP | |
| Head of HR Europe – Managing Director | December 2011 - February 2016 |
| PIONEER INVESTMENTS - UNICREDIT GROUP - MILAN | |
| Head of HR Western Europe and International Distribution | March 2010 - November 2011 |
| Global HR Business Partner Sales and Distribution - Head of HR Italy | January 2009 - March 2010 |
| Head of HR Italy and HRBP South Europe and Latin America | September 2007 - December 2008 |
| FERRERO INTERNATIONAL - LUXEMBOURG | |
| HR Manager, International Management Services | February 2006 - September 2007 |
| SIFI GROUP - CATANIA | |
| Director of Human Resources and Communication | October 1992 - January 2006 |
-Diploma, Executive Team Coaching, Ashridge Executive Education - Hult International Business School 2017-2018.
Certified as Executive Coach 2013-2014, Newfield Certified Coach™ - ACC with ICF (International Coaching Federation).
-Diploma, Ontological Coaching, Newfield Network 2011-2012.
-Master in "Advanced European Studies in Administration and Politics" (classes in English and French) at the College of Europe, Bruges, Belgium, 1991-1992. Final Dissertation on Economic Integration of the EU entitled: "The opening of the East and its implications for the South".
Degree in Political Science - concentration: political-administrative field - at the University of Catania, Italy, 23rd January 1991. Grade 110/110 cum laude. Final thesis on International Organisation entitled: "EEC-ACP cooperation from its origins to Lomé IV".
Diploma in Modern Languages at the "S. Orsola" Language School, Catania, Italy, 1983. Grade 56/60.
Fluent written and spoken English and French.
Fedrigoni Group is a global leader in the production and sale of different types of paper for packaging, printing and graphics, and solutions for the world of self-adhesive materials. Fedrigoni has a presence in 132 countries and employs over 4,000 people.
Defined the HR Blueprint (from People Strategy to Operating Model) and the HR Transformation Roadmap. Management of a staff of 45 with 6 direct reports, a team with diverse cultural and professional backgrounds. Member of the Executive Team.
September 2016 - April 2019 CERVED GROUP HUMAN RESOURCES DIRECTOR
Cerved Group is a Public Company leader in Italy in Credit Information and Credit Management. Cerved offers also Digital Marketing Solutions and has one of the leading Credit Rating Agencies in Europe. Cerved employs over 2300 people.
The position's main goal is the strategic management of Human Resources for Cerved Group. Full coverage of all HR responsibilities. Management of a staff of 25 with 4 direct reports, a team with diverse cultural and professional backgrounds.
Member of the Executive Team.
Key Business achievements
Allianz Global Investors is the Asset Management of Allianz Group. AllianzGI is a diversified active investment manager, managing more than EUR 412 billion in assets under management for institutional and retail clients around the world - 24 locations in 18 countries.
The position's main goal is the strategic management of Human Resources in Europe. Full coverage of all HR responsibilities in a region of approximately 1600 people located in 9 countries. Management of a staff of 30 with 9 direct reports, an international team with diverse cultural and professional backgrounds.
Standing Invitee to the European Executive Committee.
Chair of the Inclusion and Diversity Council in Europe.
Member of the European Compensation Committee.
Pioneer Investments is the Asset Management of UniCredit Group. Pioneer Investments is one of the leading global asset management firms, since 1928. Pioneer has offices in 29 countries and employs over 2,000 people, operating as a globally integrated organisation.
The position's main goal is the strategic management at international level of Human Resources. Full coverage of all HR responsibilities in a region of approximately 1000 people located in about 20 countries. Management of a staff of 18 with 7 direct reports, a global team with diverse cultural and technical backgrounds.
Member of the Management Committee Western Europe and International Distribution and of the Management Committee in Italy.
FERRERO INTERNATIONAL, LUXEMBOURG - HR MANAGER, INTERNATIONAL MANAGEMENT SERVICES
Ferrero is market leader in the confectionary business. The Ferrero Group has 38 operative units around the world, 18 production plants and over 21,000 employees.
The position's main goal was the strategic management, at corporate and international level of Human Resources in the management services area (around 1.200 people).
Most important responsibilities: recruitment and selection, performance management, training and development, organizational development, compensation, talent management, management review, international mobility.
Management of a staff of 5.
Participation in the Corporate Steering Committees.
Key Business achievements
SIFI GROUP - PHARMACEUTICALS - Catania - DIRECTOR OF HUMAN RESOURCES AND COMMUNICATION
SIFI is a specialised International Pharmaceutical Company involved in research, manufacturing and marketing of ophthalmic products. Market leader in Italy, with Branches in Canada, Latin America and Eastern Europe and 450 employees.
1996-2005 Director of Human Resources and Communication
The position's main goal was the Strategic Human Resources Management and the alignment of the Organisational Structure to the company's strategic objectives.
The position reported to the President & CEO. Management of a staff of 10.
Main Responsibilities
Coordination of an Organizational Development project which had the main goal of aligning the Company Structure to the Business Strategy. The project was realised in collaboration with an international consultancy firm. The most important phases were: Strategy Clarification; Organizational Capabilities; Corporate Governance; Company Structure; analysis of main company processes; competency model; performance management; total rewards; employee satisfaction survey.
$\blacksquare$ Planning and supporting the entry into the company of 4 representatives of shareholders, the definition of their roles and their integration within the organization.
The position's main responsibilities were: Monitoring and collection of information about the European Union; preparation and submission to the EU of research projects for funding purposes; lobbying at EU Institutions; participation to the "Task Force on International Affairs" of Farmindustria (Italian Association of Pharmaceutical Companies).
From February to July 1991 worked for Markint, Trading Company based in Genova, Italy, which operates in the field of financial and technical co-operation between the EU and Developing Countries.
Consultant. Responsibility for relationship with the Directorate-General VIII - Development of the European Union.
From 1986 to 1990 at Massimo Bellini Opera House, Catania, Italy.
Professional ballet-dancer in the Opera House ballet corps.
From 2000 to 2002. International Institute for Management Development (IMD), Lausanne (Switzerland): Small Group Consultant in Management Development Programs on Leadership and Group Dynamics for Senior Managers and High Potentials of Multinational Companies (outdoor activities, exercises in team behaviors and leadership, role play, feedback session, group work).
Participation in national and international programs for the development of technical and managerial competencies, at the following institutes: UniManagement (Corporate University UniCredit Group), The A. K. RICE Institute, Chicago; SDA Bocconi, Milan; Esalen Institute, San Francisco; The Economist Conferences, London; IBM Management Development, Rome; Club de Bruxelles, Bruxelles; Conference at the European Parliament, Bruxelles.
Leadership, Cultural Transformation, Executive and Team Coaching, Systems Leadership.
Born: 13 August 1964, Catania (Italy) Nationality: Italian Leisure: Passionate for ballet, Pilates, sailing and outdoor activity in general.
dealer
I, the undersigned Monica Magri:
Milan, March 1, 2022
| Office for which the questionnaire is being completed (multiple responses allowed) | |
|---|---|
| Chairman of the Board of Directors | |
| Chief Operating Officer | |
| Executive Director | |
| Non-executive Director | |
| Independent Director | 図 |
The undersigned declares:
To be in one of the conditions of ineligibility or disqualification provided for by art. 2382 of the Italian Civil Code, i.e. having been banned, $\square$ $\boxtimes$ a. disqualified, declared bankrupt, or having been sentenced to a penalty entailing disqualification, even temporary, from holding public office or the VFS NO inability to perform executive duties.
Notes: If the answer is YES, please provide details (e.g., indication of type of proceeding and any other information useful to assess the situation).
Notes: If the answer is YES, please provide details (e.g., indication of type of proceeding and any other information useful to assess the situation).
To have been subjected to precautionary measures ordered by the judicial authorities pursuant to Legislative Decree no. 159/11, as subsequently $\Box$ $\boxtimes$ c. amended and supplemented, without prejudice to the effects of rehabilitation and revocation of the sentence for cancellation of the crime pursuant to YES NO article 673, paragraph 1, of the Code of Criminal Procedure;
Notes: If the answer is YES, please provide details (e.g., indication of type of proceeding and any other information useful to assess the situation).
at the time of taking office, to be in a situation of temporary disqualification from holding management offices of legal entities and companies, or in $\Box$ d. X a situation of temporary or permanent disqualification from holding administration, management and control functions pursuant to art. 144-ter, YES NO paragraph 3, of the Consolidated Law on Banking and art. 190-bis, paragraphs 3 and 3-bis, of the Consolidated Law on Finance, or in one of the situations referred to in art. 187-quater of the Consolidated Law on Finance:
Notes: If the answer is YES, please provide details (e.g., indication of type of proceeding and any other information useful to assess the situation).
without prejudice to the effects of rehabilitation and revocation of the sentence for cancellation of the crime pursuant to article 673, paragraph 1, of the Italian Code of Criminal Procedure.
Notes: If the answer is YES, please provide details (e.g., indication of type of proceeding and any other information useful to assess the situation).
To have received criminal convictions or other sanctions in foreign countries for offences corresponding to those which would entail, according f. $\Box$ $\times$ to Italian law, the loss of the requisites of integrity. YES NO
Notes: If the answer is YES, provide details (e.g., indication of type of proceeding and any other information useful to assess the situation).
In order to allow verification of the criteria of fairness in past personal and professional conduct, the undersigned declares whether he/she has been subjected (or not) to
criminal convictions imposed with sentences (even if not final), sentences (even if not final) that apply the sanction upon request of the parties or a. $\Box$ X following a summary judgement, criminal decrees of conviction, even if not irrevocable, and personal precautionary measures related to a crime YES NO envisaged by the provisions on corporate affairs and bankruptcy, banking, finance insurance, payment services, usury, anti-money laundering, taxation, intermediaries authorised to carry out investment services and collective savings management, markets and centralised management of financial instruments, public savings, issuers, as well as for one of the crimes envisaged by articles 270-bis, 270-ter, 270-quater.1, 270-quinquies, 270-quinquies.1, 270-quinquies.2, 270-sexies, 416, 416-bis, 416-ter, 418, 640 of the Italian Criminal Code;
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Questionnaire.
criminal convictions imposed with sentences, including non-definitive ones, sentences, including non-definitive ones, that apply the penalty at $\Box$ $\boxtimes$ b. the request of the parties or following an abbreviated judgement, criminal decrees of conviction, even if they have not become irrevocable, and YES NO personal precautionary measures relating to offences other than those referred to in letter a.; application, even provisionally, of one of the prevention measures ordered by the judicial authorities pursuant to Legislative Decree no. 159/11;
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Ouestionnaire.
final sentences sentencing to compensation for damages for acts carried out in the performance of duties in subjects operating in the banking, $\Box$ X c. financial, markets and securities, insurance and payment services sectors; final sentences sentencing to compensation for damages due to YES NO administrative-accounting responsibilities;
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment to A the Ouestionnaire.
administrative sanctions imposed on the representative for violations of corporate, banking, financial, securities, insurance, anti-money laundering $\Box$ $\times$ d. and market and payment instrument regulations; YES NO
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment to A the Ouestionnaire.
revocation or precautionary measures ordered by the Supervisory Authorities or at their request; removal measures ordered pursuant to Articles $\Box$ $\boxtimes$ e. 53-bis, paragraph 1, letter e), 67-ter, paragraph 1, letter e), 108, paragraph 3, letter d-bis), 114-quinquies, paragraph 3, letter d-bis), 114-YES NO quaterdecies, paragraph 3, letter d-bis), of the Consolidated Law on Banking, and Articles 7, paragraph 2-bis, and 12, paragraph 5-ter, of the Consolidated Law on Finance;
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Ouestionnaire.
performance of duties in subjects operating in the banking, financial, securities markets, insurance and payment services sectors which have been $\Box$ $\boxtimes$ f. subject to an administrative sanction, or a sanction pursuant to Legislative Decree no. 231/2001 YES NO
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Questionnaire.
performance of duties in companies that have been subject to extraordinary administration, resolution, bankruptcy or compulsory administrative $\Box$ $\boxtimes$ g. liquidation procedures, collective removal of members of administration and control bodies, withdrawal of authorisation pursuant to Article 113-YES NO ter of the Consolidated Banking Act, cancellation pursuant to Article 112-bis, paragraph 4, letter b), of the Consolidated Banking Act or equivalent procedures;
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Ouestionnaire.
suspension or expulsion from professional bodies, removal (adopted as a disciplinary measure) from professional lists and associations imposed h. $\Box$ 冈 by the competent Authorities on the professional bodies themselves; revocation measures for just cause from offices held in management, YES NO administration and control bodies; similar measures adopted by bodies entrusted by law with the management of lists and directories;
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Questionnaire.
j. a negative assessment by an administrative authority regarding the suitability of the representative within the framework of authorisation $\Box$ X procedures envisaged by the provisions on corporate, banking, finance, securities, insurance and the rules on markets and payment services YES NO
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Ouestionnaire.
| ongoing investigations and criminal proceedings relating to the offences referred to in points a) and b); | |
|---|---|
| NO |
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Questionnaire.
negative information on the representative contained in the Centrale Rischi (Central Credit Register) set up pursuant to article 53 of the m. $\Box$ X Consolidated Law on Banking; negative information means information on the representative, even when not acting as a consumer, which is YES NO relevant for the purposes of fulfilling the obligations set out in article 125, paragraph 3, of the same Consolidated Law.
Note: if the answer is YES, please provide details so that the Board can make the assessment taking into account the parameters indicated in the Attachment A to the Ouestionnaire.
Exercise, for at least five years, even alternately, of activities of:
| a. | administration or control or management duties in the credit, financial, securities or insurance industry; | YES | N O |
|---|---|---|---|
| $\mathbf b$ . | administration, control or management tasks at listed companies or companies whose size and complexity are greater than or comparable with the Bank's (in terms of turnover, nature and complexity of the organisation or activity carried out), administration, control or management tasks in the credit, financial, securities or insurance sector; |
□ YES |
□ N O |
| c. | professional activities related to the credit, financial, securities and insurance sectors or, in any event, functional to the Bank's activities. The professional activity must be characterised by adequate levels of complexity, also with reference to the recipients of the services provided, and must be carried out on a continuous and significant basis in the above-mentioned sectors; |
П YES |
$\Box$ NO. |
| d. | university teaching activities, as first or second level lecturer, in legal or economic subjects or in other subjects however instrumental to the activity of the credit, financial, securities or insurance sector; |
$\Box$ YES |
NO. |
| e. | managerial, executive or top management functions, howsoever called, in public bodies or public administrations related to the credit, financial, securities or insurance sector, provided that the entity in which the person held such functions is of a size and complexity comparable with that of the Bank. |
$\Box$ YES |
◻ N O |
| Note: for the purposes of meeting the requirements set out in the previous point, the experience gained during the twenty years prior to taking |
office is taken into account. Experience gained at the same time in more than one function is counted only for the period of time in which it was carried out, without accumulating it.
In order to assess professionalism with respect to the above points, you are asked to complete the following table.
| Company/Body/ University |
Company size (tick the relevant classification) |
Position/Role | Number of years in the role/office |
Notes | ||||
|---|---|---|---|---|---|---|---|---|
| Small | Medium Large |
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| Small | Medium Large |
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| Small | Medium Large |
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| Small | Medium Large |
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| Small | Medium Large |
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| Small | Medium Large |
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| Small | Medium Large |
Note: Based on European Commission Recommendation 2003/361/EC, the following are defined as:
(i) Small Enterprises: Turnover ≤ € 10 million; Assets ≤ € 10 million; Employees ≤ 50;
(ii) Medium-sized companies: Turnove
Large companies: Turnover > $\epsilon$ 50 million; Assets > $\epsilon$ 43 million; Employees > 250. $(iii)$ For agencies, governments, and universities, the size designation need not be provided.
Possession of specific experience in the field of credit, finance, securities or insurance, gained through administrative or control activities or $\Box$ $\Box$ managerial duties for a period of not less than five years in the credit, finance, securities or insurance sector, or in listed companies or companies YES NO whose size and complexity is greater than or comparable to (in terms of turnover, nature and complexity of the organisation or activity carried out) that of the Bank.
Note: for the purposes of meeting the requirements set out in the previous point, the experience gained during the twenty years prior to taking office is taken into account. Experience matured at the same time in more than one function is counted only for the period of time in which it was carried out, without accumulating it.
In order to assess professionalism with respect to the above points, you are asked to complete the following table.
| Company/Body/ University |
Company | size (tick the Position/Role relevant classification) |
Number years in the role/office |
of Notes |
|---|---|---|---|---|
| Small | Medium Large | |||
| Small | Medium Large | |||
| Small | Medium Large | |||
| Small | Medium Large | |||
| Small | Medium Large | |||
| Small | Medium Large |
Note: Based on European Commission Recommendation 2003/361/EC, the following are defined as:
Small Enterprises: Turnover $\leq \epsilon$ 10 million; Assets $\leq \epsilon$ 10 million; Employees $\leq 50$ ; $(i)$
$(ii)$ Medium-sized companies: Turnover $\leq \epsilon$ 50 million; Assets $\leq \epsilon$ 43 million; Employees $\leq$ 250;
Large companies: Turnover > $\epsilon$ 50 million; Assets > $\epsilon$ 43 million; Employees > 250. $(iii)$
For governmental entities and administrations, the size designation need not be provided.
Exercise, for at least three years, even alternately, of: 1.
| а. | administration or control activities or management duties in the credit, financial, securities or insurance industry; | ⊠ YES |
NO |
|---|---|---|---|
| b. | administration or control activities or management tasks at listed companies or companies whose size and complexity is greater than or | ⊠ | |
| comparable with that of the Bank (in terms of turnover, nature and complexity of the organisation or activity carried out), | YES | NO. | |
| or, exercise, for at least three years, even alternatively, of: | |||
| professional activities related to the credit, financial, securities and insurance sectors or, in any event, instrumental to the Bank's | ⊠ | ||
| activities. The professional activity must be characterised by adequate levels of complexity, also with reference to the recipients of the | YES | N O | |
| services provided, and must be carried out on a continuous and significant basis in the above-mentioned sectors; | |||
| b. | university teaching activities, as first or second level lecturer, in legal or economic subjects or in other subjects however instrumental to | $\Box$ | ⊠ |
| the activity of the credit, financial, securities or insurance sector; | YES | NO | |
| managerial, executive or top management functions, howsoever called, in public bodies or public administrations related to the credit, | □ | $\times$ | |
| financial, securities or insurance sector, provided that the entity in which the person held such functions is of a size and complexity comparable with that of the Bank. |
YES | N O |
Note: for the purposes of meeting the requirements set out in the previous point, the experience gained during the twenty years prior to taking office is taken into account. Experience gained at the same time in more than one function is counted only for the period of time in which it was carried out, without accumulating it.
In order to assess professionalism with respect to the above points, you are asked to complete the following table.
| Company/Body/U niversity |
Company size (tick the relevant classification) |
Position/Role | Number of years in the role/office |
Notes |
|---|---|---|---|---|
| Fedrigoni Group | Large | CHRO | 2 years and 10 months | Since Maggio 2019 at today |
| Cerved Group | Large | HR Director | 2 years and 8 months | |
| Allianz Global Investors | Large | Head of HR Europe | 4 years and 3 months | |
| Pioner Investments (UniCredit Group) |
Large | HR Head of Western Europe International and Distribution, Head of HR Italy |
4 years and 2 months | |
| Ferrero International | Large | HR Manager, International Management Services |
1 year and 8 months |
SIFI Group
Medium
Director of Human 13 years and 3 months Resources and Communications
Note: Based on European Commission Recommendation 2003/361/EC, the following are defined as:
Small Enterprises: Turnover $\leq \epsilon$ 10 million; Assets $\leq \epsilon$ 10 million; Employees $\leq 50$ ; $(i)$
Medium-sized companies: Turnover $\leq$ $\epsilon$ 50 million; Assets $\leq$ $\epsilon$ 43 million; Employees $\leq$ 250; $(ii)$
Large companies: Turnover > $\epsilon$ 50 million; Assets > $\epsilon$ 43 million; Employees > 250. $(iii)$
For agencies, governments, and universities, the size designation need not be provided.
In order to allow verification of the criteria of competence in past personal and professional conduct, the undersigned declares whether or not he/she possesses one or more of the following theoretical knowledge and practical experience in one or more of the following areas:
| Rating (high, medium high, medium low and low) |
|||||
|---|---|---|---|---|---|
| 1. | financial markets | $h \Box$ | $m/h \boxtimes$ | m/l $\square$ | $1\Box$ |
| 2. | regulation of the banking and financial sector | hЦ | $m/h \Box$ | $m/l$ $\square$ | $1\Box$ |
| 3. | strategic guidance and planning | h ⊠ | m/h $\square$ | $m/\Gamma$ | 10 |
| 4. | organizational and governance framework | $h \boxtimes$ | $m/h$ $\Box$ | $m/l$ $\square$ | 10 |
| 5. | risk management (identifying, assessing, monitoring, controlling, and mitigating a bank's major types of risk, including the representative's responsibilities in these processes) |
hΩ | $m/h$ $\Box$ | $m/l$ $\Box$ | $1\Box$ |
| 6. | internal control systems and other operating mechanisms; | $h \Box$ | $m/h \boxtimes$ | m/l $\Box$ | $1\Box$ |
| 7. | banking and financial activities and products | hП | $m/h$ $\square$ | $m/\Gamma$ | $1\Box$ |
| 8. | accounting and financial reporting | hП | m/h $\square$ | $m/\Gamma$ | $1\Box$ |
| 9. | information technology | hП | $m/h \Box$ | $m/\Gamma$ | $1\Box$ |
| $(*)$ | coordination, direction or management of human resources such as to ensure effective performance of the functions of coordinating and directing the work of the Board, promoting its proper functioning, also in terms of circulation of information, effectiveness of the dialogue and stimulation of internal discussion, as well as the adequate overall composition of the body |
$h \Box$ | $m/h$ $\square$ | m/l $\Box$ | $1\Box$ |
Note: "representative" means, depending on the case, the persons holding offices on (i) the Board of Directors; (ii) the Board of Statutory Auditors; (iii) the General Manager (if any).
Knowledge (*) is required for the Chairman only.
In order to allow verification of the criteria of competence in past personal and professional conduct, the undersigned declares whether or not he/she possesses one or more of the following theoretical knowledge and practical experience in one or more of the following areas:
Rating (high, medium high, medium low and low)
| Adequate knowledge of the banking sector, of the dynamics and the economic-financial system, of banking and financial | |||||
|---|---|---|---|---|---|
| regulation and, above all, of risk management and control methodologies, acquired through many years of experience in $h \Box$ | m/h $\Box$ | $m/\lfloor \square \rfloor$ | |||
| administration, management and control in the financial sector | |||||
| 2. | Experience in the management of operations aimed at facilitating the settlement, management and collection of receivables, in | ||||
| particular, from entities providing healthcare services, as well as from the Public Administration; | $m/h \perp$ | ||||
| 3. | Experience in entrepreneurial management and business organization acquired through many years of administration, | ||||
| management or control in companies, or groups of significant economic size, or in the Public Administration; | $m/h \perp$ | ||||
| 4. | Ability to read and interpret economic-financial data acquired through many years of experience in administration and control | ||||
| in companies, or professional practice, or university teaching; | $m/h \perp$ | m/ | |||
| 5. | International experience and knowledge of foreign markets, acquired through the performance of multi-year business or | ||||
| professional activities at foreign institutions or entities, companies or groups with an international orientation. | h ⊠ | ||||
Note: [please provide clarifications, if needed be
In order to allow verification of the criteria of competence in past personal and professional conduct, the undersigned declares whether or not he/she possesses one or more of the following theoretical knowledge and practi
| 1. | Businesses in which the Bank and its subsidiaries operate, also with regard to its future developments, and, therefore, with | Rating (high, medium high, medium low and low) |
|||
|---|---|---|---|---|---|
| proven experience in the securities services and payment infrastructure services sectors, with specific know-how on new markets and business lines |
$h \Box$ | $m/h$ $\Box$ | $m/\Gamma$ | ||
| 2. | Financial markets and strategic planning, awareness of a credit institution's corporate strategic direction or business plan and its implementation |
hΩ | $m/h$ $\Box$ | $m/\lfloor \Box$ | $\Box$ |
| 3. | Extraordinary finance and business development transactions by acquisition, as well as partnership agreements | hЦ | $m/h$ $\Box$ | $m/\Gamma$ | $1\Box$ |
| 4. | Sustainability and expertise in social responsibility | $h \times$ | $m/h$ $\Box$ | $m/\lfloor \Box$ | $\Box$ |
| 5. | Information and communication technologies, including digital innovation and cybersecurity | $h \Box$ | $m/h$ $\square$ | $m/l$ $\square$ | $1\Box$ |
| 6. | Management and business organization, also in the field of human resources management - including remuneration and incentive systems, operations and information systems - mainly gained in the banking sector |
$h \boxtimes$ | $m/h$ $\square$ | $m/l$ $\Box$ | $1\Box$ |
| 7. | Credit and financial risk assessment | h $\Box$ | $m/h$ $\Box$ | $m/l$ $\Box$ | $\Box$ |
| 8. | NPL management | $h \Box$ | $m/h$ $\Box$ | $m/l$ $\Box$ | $1\Box$ |
| 9. | Banking accounting (accounting and financial reporting, interpretation of a credit institution's financial data, identification of key issues and appropriate safeguards and measures based on that information) |
h | m/h $\Box$ | $m/l$ $\Box$ | ▯▢ |
| 10. | PA Dynamics | h 1 | m/h | $m/\lfloor \Box$ | □ |
| 11. | Knowledge of the international market, in particular, with reference to the Eastern European markets in which the Bank's subsidiaries and, in general, the BFF Group operate (Poland, Czech Republic, Slovakia and Croatia). |
$h^{\dagger}$ | $m/h$ $\Box$ | $m/l$ $\Box$ | $\Box$ |
| $(*)$ | Expertise in legal and economic/financial matters, and in managing issues of strategic importance in the boardroom. | m/h ❑ | $m/\lfloor \Box$ | |
|---|---|---|---|---|
| $()()$ | Possession of specific expertise, preferably acquired in top management positions of companies operating at international | |||
| level, in the field of credit, finance, securities or insurance, gained through work experience in positions of appropriate | ||||
| responsibility for a period of no less than five years in the credit, banking and specific reference sector of the Bank's $h \square$ | m/h □ | $m/\Gamma$ | ||
| business, with sensitivity to sustainability profiles. Similar experience may also be gained in companies comparable with | ||||
| the Bank in terms of business , size and operational complexity, even in more than one country. | ||||
Note: [indicate any specifics]
Knowledge (*) is only required for the Chairman. Knowledge (*)(*) is only required for the Chief Executive Officer.
| 8. | Independence requirements pursuant to Fit&Proper Requirements | ||
|---|---|---|---|
| The undersigned declares that he/she: | |||
| meets the independence requirements under the Fit&Proper Requirements. | × YES |
$\square$ NO | |
| Notes: If the answer is YES, please answer if one or more of the following circumstances exists | |||
| a. | is the spouse, unless legally separated, a person bound by civil union or de facto cohabitation, relative or similar within the fourth degree: 1) of the | ◻ | ⊠ |
| Chairman of the Board of Directors and of the Bank's executive officers; 2) of the executives of the main corporate functions of the Bank; 3) of persons who are in the conditions described in letters b. to i |
YES | NO. | |
| b. | is a participant in the Bank | ❏ | $\boxtimes$ |
| YES | N O | ||
| c. | holds, or has held in the last two years at a participant in the Bank or companies controlled by the Bank, the position of Chairman of the Board of | $\Box$ | $\boxtimes$ |
| Directors or executive officer, or has held, for more than nine years in the last twelve years, the position of member of the Board of Directors of the Bank, as well as management positions at a participant in the Bank or companies controlled by the Bank |
YES | NO. | |
| d. | has held the position of executive officer in the Bank in the last two years | ◻ | $\boxtimes$ |
| YES | N O | ||
| e. | holds the position of independent director in another bank belonging to the same banking group, except in the case of banks that are directly or | ◻ | $\boxtimes$ |
| indirectly wholly owned by a controlling party | YES | NO. | |
| f. | has held, for more than nine of the last twelve years, positions as a member of the Board of Directors of the Bank, as well as management positions | $\Box$ | $\boxtimes$ |
| at the Bank | YES | NO. | |
| g. | □ | × | |
| is an executive officer in a company in which a Director with executive authority of the Bank holds the office of director or management director | YES | N O |
has, directly or indirectly, or has had in the two years prior to taking office, any self-employment or subordinate working relationships or other h. $\Box$ $\times$ relationships of a financial, asset or professional nature, including non-continuous relationships, with the Bank or its executive officers or its YES NO Chairman, with companies controlled by the Bank or its executive officers or their chairmen, or with a participant in the Bank or its executive officers or its Chairman, such as to compromise independence;
$\Box$
YES
冈
NO
Note: If the answer is YES, please provide details (e.g., indication of type of proceeding and any other information useful to assess the situation).
In the case of a Director who is also a partner in a professional firm or consulting firm, the Board assesses the significance of professional relationships that may have an effect on his or her position and role within the firm or consulting firm or that, in any event, relate to important Bank and Group transactions, even independently of the quantitative parameters set out above;
$(4)$ pursuant to the Board of Directors' Regulations, a statement is also requested in the above-mentioned note as to whether, in the previous three financial years, any significant additional remuneration was received from the Bank or a subsidiary or parent company (with respect to the fixed emolument as a non-executive director of the Bank and any remuneration for participation in Committees, also in the form of participation in incentive plans linked to the company's performance, including share-based plans, or envisaged by current legislation). This additional remuneration is assessed as significant by the Board of Directors if it exceeds the threshold of a maximum of 20% of the director's income as a natural person, excluding from the director's income any remuneration received in his/her capacity as a member of the management bodies of the parent company and/or subsidiaries.
The undersigned also declares that:
I meet the independence requirements pursuant to Article 147-ter, paragraph 4, as referred to in Article 148, paragraph 3, of the Consolidated Law on Finance1 $\boxtimes$ YES $\Box$ NO
meet the independence requirements under art. 2, recommendation 7, of the Corporate Governance Code2
$\boxtimes$ YES $\square$ NO
The undersigned declares that he/she has a conflict of interest:
PERSONAL (upon appointment and on-going) $\mathbf{1}$ .
(a) if he/she is a significant shareholder of the company;
of a significant shareholder of the company;
(h) if he is a close relative of a person who is in one of the situations referred to in the previous points."
continuity: more than six months' duration, and
threshold of 10% maximum
<sup>1 Art. 148, paragraph 3, of the Consolidated Law on Finance: "The following may not be elected as auditors and, if elected, shall forfeit their office
a) those who find themselves in the conditions set out in Article 2382 of the Italian Civil Code;
b) if he/she is, or has been in the previous three financial years, an executive director or employee
- of the company, of a company controlled by it having strategic importance or of a company under common control;
c) if, directly or indirectly (e.g. through subsidiaries or companies of which he/she is an executive director, or as a partner of a professional firm or consulting company), he/she has, or has had in the previous three financial years, a significant commercial, financial or professional relationship
- with the company or companies controlled by it, or with its executive directors or top management;
- with a person who, also together with others through a shareholders' agreement, controls the company; or, if the controlling company is a company or entity, with the relevant executive directors or top management;
d) if he/she receives, or has received in the previous three financial years, from the company, one of its subsidiaries or the controlling company, significant remuneration in addition to the fixed remuneration for the office and to that provided for participation in the committees recommended by the Code or provided for by the regulations in force
e) if he/she has been a director of the company for more than nine financial years, even if not consecutive, in the last twelve financial years:
f) if he/she holds the office of executive director in another company in which an executive director of the company holds the office of director;
g) if he/she is a shareholder or director of a company or of an entity belonging to the network of the company entrusted with the statutory audit of the company;
All members of the supervisory body meet the independence requirements set out in Recommendation 7 for directors.
With reference to the significance of the relationships referred to in c) above, it should be noted that the business relationship, which took place in the previous year, will be considered "significant" on the basis of tw parameters
- of the turnover of the company or professional firm to which the director belongs, or
- of the director's income as a natural person.
The Board of Auditors will assess compliance with this threshold on the basis of self-certification provided by the director.
In the case of a director who is also a partner in a professional firm or consulting company, the Board of Directors shall assess the significance of professional relationships that may have an effect on his position and role within the firm or consulting company or that, in any event, relate to important operations of the Bank and the Group, even independently of the quantitative parameters indicated above.
| a. | having personal ties with other members of the Board of Directors, personnel holding key positions or significant shareholders of the Bank or its subsidiaries |
$\Box$ YES |
X N O |
|---|---|---|---|
| b. | carries on - or one of his close family members carries on - business activities with the Bank or one of its subsidiaries | $\Box$ | X |
| c. | being a party - or one of its close family members is a party - to legal proceedings against the Bank or one of its subsidiaries | YES $\Box$ YES |
N O $\boxtimes$ N O |
| Notes: if the answer is YES, please provide additional clarification in order to assess the circumstances | |||
| 2. a. |
PROFESSIONAL (upon appointment or within the previous 5 years) being - or one of the close family members is - at the same time an executive of the Bank, of one of its subsidiaries or in a competitor |
$\Box$ | $\times$ |
| b. | has - or one of his or her close family members has - a significant business relationship with the Bank, one of its subsidiaries or a competitor | YES $\Box$ YES |
N O X N O |
| Notes: if the answer is YES, please provide additional clarification in order to assess the circumstances | |||
| 3. | FINANCIAL (at the time of appointment) has - or any of his or her immediate family members have - a significant financial interest in or significant financial obligation to the Bank or any of its subsidiaries, a customer of or a competitor of the Bank or any of its subsidiaries. |
□ YES |
× N O |
| Notes: if the answer is YES, please provide additional clarification in order to assess the circumstances | |||
| 4. | POLITICAL (upon appointment or within the previous 2 years) | ||
| holds - or one of their close family members holds - a position of high political influence. | ❏ YES |
⊠ N O |
|
| Notes: if the answer is YES, please provide additional clarification in order to assess the circumstances | |||
| 5. | OTHER | ||
| any other relationships, positions, involvements that could adversely affect the interests of the Bank and other Group entities. | ❏ YES |
⊠ N O |
|
| Note: If the answer is YES, please provide additional clarification in order to assess the circumstances |
Clarification:
(1) Close family members are defined as: spouse, de facto cohabiting partner, cohabitant, child, parent or other family member with whom the individual shares the same dwelling.
(2) Significant shareholders are defined as: those who hold an interest of 5% or more.
(3) The significance of the business relationship depends on the amount of financial value it represents to the business of the representative or his/her close family member.
(4) In the case of a business or professional relationship with the Bank/subsidiaries or a competitor, indicate the percentage of the turnover of the business conducted by the individual or close family member with the Bank, its subsidiaries or a competitor to the total turnover.
(5) Examples of bonds/financial interests are equity investments, other types of investments and loans. The materiality of the interest or obligation depends on the amount of (financial) value they represent for the financial resources of the said representative. In principle, the following cases would be regarded as not material: all secured personal loans (e.g. private mortgages) that are non-preferential (i.e. at standard market conditions for the bank in question) and performing; all other non-preferential performing loans of less than EUR 200,000, whether secured or not; participations of 1% or less held at the time of appointment or other investments of equivalent value.
66 Significant political influence" can occur at any level: local (e.g. mayor), regional or national (e.g. within government); in the case of a civil servant (e.g. in public administration) and a representative of a state. The relevance of the conflict of interest depends on any specific obligations or powers arising from the political role that would prevent the individual from acting in the interests of the supervised entity.
The undersigned - given that BFF Bank is a company authorised to carry out banking activities, operating in the factoring market (purchase of receivables from the NHS and Public Administration), accounting for collections and management of receivables from NHS suppliers, collection of savings through deposit accounts, bank payment services and security services - (as per Annex B) declares that he/she is in one of the following situations of incompatibility:
The company or group in which a position is held in management, supervisory or control bodies (Board of Directors, Management Board, Board of $\Box$ $\times$ Statutory Auditors, Supervisory Board) or a top management role (General Manager; Executive in charge of drawing up the corporate accounting YES NO documents) carries out activities that compete with those of the Bank or the Group it heads.
Notes: If the answer is YES, please provide additional clarification in order to assess whether or not the ban on interlocking applies.
| 2. | INCOMPATIBILITY pursuant to Legislative Decree no. 165/2001) Incompatible roles for public employees pursuant to Legislative Decree no. 165/01, as subsequently amended. 1만 2000년 2010년 1월 1일 1일 1일 전쟁 2010년 1월 1일 전화 - 인물 2010년 1월 1일 1일 1일 2월 2일 1월 1일 2월 2일 1월 1일 1월 1일 |
NO. |
|---|---|---|
| Notes: if the answer is YES, please provide additional clarification in order to assess the circumstances. | ||
| а. | 그래는 그래도 있는데 물리를 위해 이렇게 사용하는 것이 있는 것이 없는 것이 없습니다. 그렇게 아니라 그는 거 없는 아이가 있는 것이 있나요? 그리고 있는 그리고 있는 LEGAL OR STATUTORY Breach of the prohibition set out in art. 2390 of the Italian Civil Code. |
$\mathsf{X}$ NC |
$\Box$ X YES NO
Notes: if the answer is YES, please provide additional clarification in order to assess the circumstances
The undersigned declares that he/she can devote adequate time to the performance of the duties, taking into account the commitment required and the tasks carried out within the Bank (also taking into account preparation of the meetings). In this regard, it should be noted that, in order to carry out the assignment in the financial year 2022, it is estimated that the participation in 14 meetings of the Board of Directors, an average of 7 meetings for each Board Committee, 4 days dedicated to training activities and/or extra-board meetings is required.
In order to allow the Board to assess time availability, you are requested to complete the table below.
| Entity (indicate listed companies with an |
Company size (1) |
Position within the institution: executive director / non- executive director / other |
Application of Aggregation or Computation Exclusions (specify waiver) |
Additional Responsibilities (such as committee membership, chairing functions, etc.). |
No. of meetings per year |
Time commitment (days/year) |
List of executive and non-executive positions. List the position for which this form is being completed first and all other positions held after that. Additional Information (for example: duration and next expiry date) |
Total Dedicated Days $(A)^{(2)}$ |
|---|---|---|---|---|---|---|---|---|
| BFF Bank S.p.A. | LARGE | NED | 18 | 30 | [approval 2023] Financial statement] |
30 | ||
| B. Professional/academic activity |
TOT(A) | 30 | ||||||
| Activities | Total dedicated $\bf days$ (B) |
|||||||
| Chief Human Resources Officer - Fedrigoni Group | 240 | |||||||
| TOT(B) | 240 | |||||||
| TOTAL DAYS PER YEAR DEVOTED TO ALL ASSIGNMENTS $(A + B)$ | 270 |
Classification based on European Commission Recommendation 2003/361/EC: Small enterprises: Turnover $\leq \epsilon$ 10 million; Assets $\leq \epsilon$ 10 million; Employees $\leq 50$ ; Medium-sized companies: Turnover $\leq \epsilon$ 50 million; Assets $\leq \epsilon$ 43 million; Employees $\leq$ 250; Large companies: Turnover > $\epsilon$ 50 million; Assets > $\epsilon$ 43 million; Employees > 250.
$(2)$ The overall commitment shown is an estimate of the time required to prepare for and attend meetings.
The undersigned declares that he/she holds, also in light of the table in the preceding point,
Total no. 1 assignments, of which:
Notes: enter the information in c above.
Except as set forth below, each such officer may not hold an aggregate number of positions in banks or other business corporations in excess of one of the following alternative combinations:
a. No. 1 executive office and no. 2 non-executive office;
b. No. 4 non-executive office.
For purposes of calculating the above limits, the position held at the Bank (the "Limits") shall be included.
The Limits do not apply to members who hold positions in the Bank representing the Government or other public bodies.
For the purposes of calculating the Limits, positions held by the representative shall not be considered:
For purposes of calculating the Limits, the aggregate of the positions held in each of the following cases shall be considered as one position:
If more than one of the cases described in paragraph a), b) and c) above occurs at the same time, the offices are added together. The sum of the positions counted as a single position is considered as an executive position if at least one of the positions held in the above-mentioned situations is executive; in the other cases it is considered as a non-executive position (the "Aggregation").
Taking on a non-executive position in addition to the Limits (the "Additional Position") shall be permitted provided that it does not impair the ability of the representative to devote adequate time to the position with the Bank to effectively perform his or her duties. For this purpose, the Board shall consider, among other things:
b. the fact that the representative holds an executive position within the Bank or is a member of Committees;
c. the size, business and complexity of the Bank or other business company at which the additional assignment would be made;
d. The duration of the additional assignment;
e. the level of expertise accrued by the representative for carrying out the position in the Bank and any synergies between the different positions.
The taking on of the Additional Assignment is not permitted to representative who:
a. holds the position of Chief Operating Officer, or Chairman of the Board of Directors or of a Committee at the Bank;
b. benefits, for other assignments, from the Aggregation.
The Additional Assignment is not eligible for Aggregation.
The Chief Executive Officer, subject to the Computation Exclusions, may not hold:
(i) any other executive office;
(ii) More than two non-executive positions.
For the Chairman and the Chief Operating Officer, the possibility of serving as a member of the Board of Statutory Auditors is excluded.
Attachment B
$\sim$
| MARKET (product markets in which the Bank operates) |
COMPANY (indicate the name of the company in which the office is held if there is market overlap) |
|---|---|
| Securities Services | |
| Depositary Bank | |
| • Investment funds | |
| • Pension funds | |
| Trading on own account | |
| Payments | |
| Transit and foreign services | |
| Customer payments and collections | |
| Cheques and effects | |
| Desk services | |
| Granting of financing |
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