Governance Information • Mar 16, 2022
Governance Information
Open in ViewerOpens in native device viewer
Document approved by the Board of Statutory Auditors at the meeting of 9 March 2022
Banca IFIS S.p.A. - Registered office in Via Terraglio 63 30174 Venice - Mestre - Venice Companies Register Number and Tax Code 02505630109 VAT No. 04570150278 - Economic and Administrative Index (REA) number: VE – 0247118 Fully paid-up share capital: 53.811.095 Euro - Registered with the Official List of banks under no. 5508 Parent Company of the Banca IFIS S.p.A. banking group - Member of the National Guarantee Fund, the National Deposit Protection Fund, the Italian Factoring Association and Factors Chain International.
| Document contents | ||||
|---|---|---|---|---|
| Introduction | 2 | |||
| 1. | Characteristics of the Bank | |||
| 2. | Possible indications of the Board of Statutory Auditors in view of the guiding opinion to be submitted to the next Shareholders' Meeting |
4 | ||
| 3. | Qualitative and quantitative composition of the Board of Statutory Auditors | 4 | ||
| 3.1 Quantitative composition |
4 | |||
| 3.2 Qualitative composition 3.2.1 Individual good standing and propriety criteria 3.2.2 Individual professionalism requirements 3.2.3 Competence criteria 3.2.4 Personal characteristics 3.2.5 Diversification and gender quotas 3.2.6 Independence requirements 3.2.6.1 Independence of judgement 3.2.7 Availability of time and limits on accumulation of duties 3.2.8 Incompatibility |
5 5 5 5 6 6 6 7 7 9 |
|||
| Annex A | 10 | |||
| Individual requisites of integrity and correctness criteria (articles 3, 4 and 5 of the MEF Decree) Individual requirements of professionalism (Art. 9 of the MEF Decree) Competence criteria (Art. 10 of the MEF Decree) Independence requirements Requirements of independence of judgement (Art. 15 of the MEF Decree) Availability of time to carry out assignments (Art. 16 of the MEF Decree) Limits to the accumulation of assignments (Articles 17, 18 and 19 of the MEF Decree) |
10 13 14 15 17 18 19 |
Banca Ifis S.p.A. ("Banca Ifis" or the "Bank") has always paid particular attention to the qualitative and quantitative composition of the Board of Statutory Auditors, both out of compliance with regulatory provisions and because it firmly believes that the members of the Control body must be endowed with, among other things, adequate professional skills to ensure sound and prudent management. In actual fact, the composition of the Control Body is of central importance for the effective performance of the tasks entrusted to it by law, the Supervisory Provisions and the Articles of Association.
In particular, Art. 12 of the MEF Decree (as defined below) provides that each body - which therefore refers to both the Board of Directors and the Board of Statutory Auditors - must first identify its optimal qualitative and quantitative composition. Specifically, Art. 11 of the MEF Decree provides that the composition of the administrative and control bodies must be suitably diversified, so as to
The activities involved in preparing this qualitative and quantitative profile must be the result of a thorough and formalised examination. The results of these analyses should be brought to the attention of the shareholders in a timely manner so that the selection of candidates to be presented can take into account the professionalism required.
To this end, this document contains the guidelines that the Board of Statutory Auditors, whose term of office is expiring, of Banca Ifis makes available to the Shareholders, with a view to facilitating the process of defining the best proposals for the quantitative and qualitative composition of the Bank's new Board of Statutory Auditors, which will be presented by the Shareholders at the next Shareholders' Meeting.
The Auditors reaching the end of their appointment hope that these proposals can be consistent with the profiles they suggested, based on their own experience in governing the Bank. They recall that such proposals must also comply with sector regulations and the recommendations of the Supervisory Authorities, on which this document is based.
Pursuant to Art. 22 of the Articles of Association of Banca Ifis (the "Articles of Association"), the Board of Statutory Auditors monitors compliance with the Law, the Articles of Association and regulations, compliance with the principles of proper administration, the adequacy of the organisational, administrative and accounting structure adopted by the Company and its actual functioning, the completeness, adequacy, functionality and reliability of the internal control and risk management system, the exercise of management and coordination activities by the Bank, and other acts and facts specified by the law, performing all the functions assigned to it in compliance with the relevant provisions of the law. 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 auditing firm in charge of auditing the accounts, promoting, if necessary, the appropriate corrective measures.
The following is a summary of the national and European regulations applicable with reference to the requirements of company representatives, including the soft law, since it was considered essential that the principles contained therein be reflected in the candidate selection process:
Art. 26 of Italian Legislative Decree no. 385 of 1 September 1993 (the "Consolidated Law on Banking");
Art. 36 of Italian Decree Law no. 201 of 6 December 2011, "Urgent provisions for growth, equity and the consolidation of public accounts", converted, with amendments, by Law no. 214 of 22 December 2011, known as the "Interlocking Directorship" (the "Salva Italia Decree") and the "Criteria for the application of Art. 36 of the "Salva Italia" Decree Law, the "prohibition of interlocking")" published by the Bank of Italy, CONSOB and IVASS on 20 April 2012, as subsequently updated and supplemented;
Banca Ifis S.p.A. is the Parent Company of the "Banca Ifis Banking Group" and is one of the Less Significant Institutions subject to the direct supervisory powers of the Bank of Italy.
In accordance with the provisions of the Provisions and the applicable regulations, Banca Ifis meets the definition of a bank of greater size or operational complexity, taking into account the size and type of activities carried out, directly or through Group companies, as well as the fact that it is listed on a regulated market ("STAR" segment of the Italian Stock Exchange).
The Bank adheres to the Corporate Governance Code promoted by the Corporate Governance Committee set up by the Associations of Business (ABI, ANIA, Assonime, Confindustria) and Professional Investors (Assogestioni), as well as by Borsa Italiana. In accordance with the Code's definitions, it is included among "companies with concentrated ownership" but not among "large companies".
The Bank adopts the traditional system of administration and control, based on the presence of a Board of Directors and a Board of Statutory Auditors, appointed by the Shareholders' Meeting. Under the model adopted by Banca Ifis:
Banca Ifis is a player active in speciality finance and its main business activities are Commercial and Corporate Banking and the acquisition/management of impaired loan portfolios. It operates in the territory without traditional branches, collecting deposits through on-line deposits.
In the area of NPLs, activities consist of both the purchase and the management/transformation of bad loans. The Banca Ifis Banking Group has expertise in all asset classes: unsecured and corporate & secured.
The business areas relating to Trade receivables, Leasing, Corporate and Investment Banking (through Structured Finance, Special Situations, Equity Investments and Financial Advisory) and Tax Credits as well as personal salary- and pensionbacked loans and finance for pharmacies are just some of the sectors in which the Bank operates.
With the approval of the financial statements as of 31 December 2021, the term of office of the Board of Statutory Auditors of Banca Ifis appointed on 19 March 2019 comes to an end and, therefore, the Shareholders will be asked at the next Shareholders' Meeting to resolve on the appointment inter alia of new members of the Board of Statutory Auditors.
In the light of the above and of the results of its self-assessment exercise for the year 2021, the outgoing Board of Statutory Auditors - except as indicated in greater detail below:
Article 21, paragraph 1 of the Banca Ifis Articles of Association envisages that the Board of Statutory Auditors shall number 3 Standing Auditors, including the Chairman, and 2 Alternate Auditors.
The members of the Board of Statutory Auditors must be suitable for the performance of their duties, in accordance with the provisions of current legislation and the Articles of Association and, in particular, they must meet the requirements of professionalism, integrity and independence and comply with the criteria of competence, fairness and dedication of time and the specific limits on the number of offices held, as set out in current legislation.
In view of the importance of the requirements of integrity from a reputational point of view, the candidates for the office of Auditor of the Bank must meet the requirements of integrity set out in Art. 3 of the MEF Decree, as detailed in Annex A.
In addition to compliance with the above-mentioned legal and statutory requirements of integrity, absence of which results in disqualification from holding office, candidates shall also meet the criteria of correctness in their personal and professional conduct in the past, pursuant to Art. 4 of the MEF Decree and as better specified in Annex A.
The situations indicated in Art. 4 of the MEF Decree shall not automatically lead to the unsuitability of the candidate, but shall instead require an assessment - based on one or more of the parameters set out in Art. 5 of the MEF Decree - by the Board, carried out with regard to the principles of sound and prudent management as well as to the safeguard of the Bank's reputation and public trust. The criterion of correctness will not be met when one or more of the situations indicated in Art. 4 of the MEF Decree paint a serious, precise and concordant picture of conduct that is in contrast with the objectives set out in paragraph 1 of the cited Article.
Based on applicable legislation and, inter alia, Art. 9 of the MEF Decree, candidates for the role of member of the Board of Statutory Auditors must satisfy certain professional requirements, which are detailed in Annex A.
In addition to the requirements of professionalism, candidates for the office of member of the Board of Statutory Auditors of the Bank must meet the competence criteria set out in Art. 10 of the MEF Decree, aimed at proving their suitability to take on the office, considering the tasks inherent to the role covered and the size and operational characteristics of the Bank.
Theoretical knowledge - acquired through studies and training - and practical experience, gained in the course of previous or current work activities, are taken into account for these purposes. Details are provided in Annex A.
Moreover, in order to ensure the overall suitability of the supervisory body, also based on diversity criteria and the future challenges that the Bank will face, the outgoing Board, in light of the results of its Self-Assessment, recommends that candidates for the Bank's new Board of Statutory Auditors should be characterised by a distinctive profile of experience and theoretical and/or technical knowledge, having regard in particular to the following areas (also in addition to those listed above):
The outgoing Board, stressing the aspect of the overall suitability of the Board of Statutory Auditors pursuant to the provisions of Art. 11 of the MEF Decree concerning the collective composition and, therefore, the importance that its members are collectively able to act in an informed manner, invites the Shareholders to submit lists containing candidates with skills that allow an optimal combination of profiles with the above-mentioned characteristics, so as to foster the comparison and ensure the development of internal dialectics, the efficient functioning and the overall suitability of the Board of Statutory Auditors.
In addition to the above-mentioned professional requirements, the outgoing Board recommends that the selection of candidates should also take into due consideration the aptitude characteristics of candidates (termed "soft skills").
The outgoing Board of Statutory Auditors is aware that an adequate degree of diversification - in terms of skills and professionalism, educational and professional background, experience, age, tenure and gender - favours a plurality of approaches and perspectives within the body.
In this context, the outgoing Board, in the light of the results of the 2021 Self-Assessment, stresses both the importance of ensuring diversity in terms of the experience of the individual members and the opportunity to balance the experience of renewal with the need for continuity with respect to the body's wealth of experience and information, also considering the non-renewability of the Chairman currently in office due to regulatory limits.
Moreover, it should be stressed that Art. 148, paragraph 1-bis of the Consolidated Law on Finance imposes compliance with the gender composition criterion of the Board of Statutory Auditors, according to which at least two fifths of the members elected must be of the less represented gender.
In this regard, pursuant to Art. 144-undecies.1, paragraph 3 of the Regulation on Issuers, if the application of the gender distribution criterion does not result in a whole number of members of the management or control bodies belonging to the less represented gender, such number is rounded up to the nearest whole number, except for corporate bodies made up of three members, for which the rounding is rounded down to the nearest whole number.
The Board of Statutory Auditors must meet the independence requirements provided for by the applicable legislation and, in particular, those provided for:
This is without prejudice to the possibility for a member of the Board of Statutory Auditors to simultaneously hold the office of auditor in one or more companies of the Banca Ifis Group.
All candidates for the position of member of the Board of Statutory Auditors are required to act, inter alia, pursuant to Art. 15 of the MEF Decree, with full independence of judgement and awareness of the duties and rights inherent in the position, in the interests of the sound and prudent management of the Bank and in compliance with the applicable pro tempore regulations in force, and shall be required to provide the information requested pursuant to Art. 15, paragraph 2, of the MEF Decree and the reasons why any relevant cases pursuant to this provision do not materially affect their autonomy of judgement.
The members of the Board of Statutory Auditors are required to dedicate adequate time to carrying out their duties, in compliance with the provisions of Art. 16 of the MEF Decree.
The adequate availability of time and energy to be devoted to the performance of the office, in view of its nature, quality and complexity, is a fundamental requirement that the candidate Auditors must ensure, also with regard to the activities deriving from participation in the works of the other Bodies/Committees of the Bank, if any.
Consideration must also be given to the effort required to prepare for meetings, given the multiplicity of topics to be examined and the volume of supporting documentation. In addition, the commitment required to attend dedicated induction meetings, recurring training organised for the benefit of the Board as well as any off-site meetings must be kept in mind.
In addition to having the necessary time, it is also necessary to take into account other assignments, commitments and work activities, within the limits of the number of assignments provided.
In order to allow the Shareholders to assess the availability of time to be requested from the candidates for members of the Board of Statutory Auditors and to assess whether they are able to ensure preparation and participation in the meetings, the outgoing Board indicates below the number of meetings and the time commitment of the members of the Board of Statutory Auditors, measured with reference to FY 2021:
| Body | Number of meetings | Average meeting duration |
|---|---|---|
| Board of Statutory Auditors | 26 | 2 hours, 40 minutes |
| Supervisory Body | 3 | 40 minutes |
| Board of Directors | 19 | 3 hours, 15 minutes |
| Control and Risks Committee | 21 | 2 hours, 20 minutes |
| Appointments Committee | 12 | 30 minutes |
| Remuneration Committee | 9 | 1 hour, 40 minutes |
The Board also draws attention to the threshold of expected attendance at meetings of the Board of Statutory Auditors, where Art. 2404 of the Italian Civil Code states that "any Auditor who, without good reason, fails to attend two meetings of the Board during a financial year shall be removed from office". Similarly, the Board recalls that Art. 149 of the Consolidated Law on Finance establishes, among other things, that "auditors who do not attend the Meetings or, during a financial year, two consecutive meetings of the Board of Directors or the Executive Committee without a justified reason, shall lose their office" and, therefore, invites the Shareholders to pay attention to the expected attendance threshold at the meetings of the Board of Directors and the Company's Shareholders' Meetings.
Having said that, the outgoing Board of Statutory Auditors, with the aim of ensuring the proper functioning of the Control body and the contribution of each member to the internal debate of the Board itself, made an estimate - to be intended as a reference for the assessment of the minimum time necessary for an effective participation in the meetings - summarised in the following table:
| Office | Estimated time required for the effective performance of the assignment at Banca Ifis |
|---|---|
| Chairman of the Board of Statutory Auditors | 90 days per year |
| Standing Auditor | 60 days per year |
| Auditor member of the Supervisory Body | 6 days per year |
In line with the provisions of Art. 17 of the MEF Decree, candidates for the position of standing auditor in Banca Ifis, a large bank or bank of operational complexity, may not hold a number of positions in banks or other commercial companies (i.e. companies whose purpose is one of the activities envisaged by Art. 2195 paragraph 1 of the Civil Code) exceeding one of the following alternative combinations:
For the purposes of the above calculation, it should be noted that:
The methods of aggregation set out in Art. 18 of the MEF Decree are considered.
The set of assignments counted as one is considered an executive assignment if at least one of the assignments held is executive; in other cases it is considered a non-executive assignment.
The candidate for the appointment of Representative is obliged to provide the Competent Body with the updated situation of the administrative, management and control positions held. The updated status of the above assignments includes timely references to:
(ii) summary of activities required for the purpose of the assignment;
(iii) the company, enterprise and/or body at which the assignment is carried out;
Without prejudice to the above-mentioned limits, in addition to the causes of incompatibility, ineligibility and disqualification pursuant to the law, which may affect the candidacy and/or the assumption/maintenance of the office such as, by way of example only, those set out in Art. 2382 of the Civil Code - the candidates for the office of Auditor shall also comply with the so-called interlocking prohibition set out in Art. 36 of Decree Law no. 201 of 6 December 2011, containing "Urgent measures for growth, equity and the consolidation of public accounts", converted with amendments by Law no. 214 of 22 December 2011.
The Board therefore recommends to the Shareholders to indicate candidates for whom the absence of causes of incompatibility provided for by the said regulation has been previously verified.
Positions may not be held by those who:
Offices cannot be held by those who have been given a final sentence at the request of the parties or following an abbreviated judgement, any of the penalties envisaged:
With reference to cases governed in whole or in part by foreign legislation, verification of the non-existence of the conditions provided for in paragraphs 1 and 2 is carried out on the basis of an assessment of substantial equivalence.
With reference to paragraph 1, letters b) and c) and paragraph 2, the effects of rehabilitation and revocation of the sentence for abolition of the crime pursuant to Article 673, paragraph 1, of the Code of Criminal Procedure are not affected.
In addition to the requirements of integrity, the representatives meet criteria of fairness in past personal and professional conduct. The following are considered to this end:
revocation for just cause from offices held in management, administration and control bodies; similar measures adopted by bodies entrusted by law with the management of lists and directories;
With reference to cases governed in whole or in part by foreign laws, the verification of the existence of the situations described above is carried out on the basis of an assessment of substantial equivalence.
The occurrence of one or more of the situations indicated above does not automatically lead to the unsuitability of the candidate, but does require an assessment by the competent body. The assessment is conducted with regard to the principles of sound and prudent management as well as the safeguarding of the bank's reputation and public trust.
The evaluation shall be conducted based on one or more of the following parameters, where relevant:
h. any remedial action taken by the party concerned to mitigate or eliminate the effects of the violation, even after the adoption of the conviction, penalty or otherwise of one of the measures referred to in Article 4, paragraph 2, of the MEF Decree;
i. degree of responsibility of the subject in the violation, with particular regard to the effective power structure within the bank, company or entity at which the position is held, the conduct actually carried out, the duration of the position held;
In the case referred to in Article 4, paragraph 2, letter f), of the MEF Decree, the sanction imposed is only taken into consideration if there are objective elements capable of proving the individual and specific contribution made by the subject in the commission of the sanctioned facts. In any case, penalties equal to the minimum amount are not taken into consideration.
The case provided for in Article 4, paragraph 2, letter g), of the MEF Decree, is relevant only if there are objective elements that can prove the individual and specific contribution made by the person to the facts that have determined the crisis of the company, taking into account, among other things, the duration of the period of performance of the functions of the person concerned at the company itself and the period of time that elapsed between the performance of the functions and the adoption of the measures mentioned in Article 4, paragraph 2, letter g), of the MEF Decree.
The criterion of fairness is not met when one or more of the situations indicated in Article 4 of the MEF Decree paint a serious, precise and concordant picture of conduct that conflicts with the objectives indicated in paragraph 1 of the same Article.
Pursuant to Art. 9, paragraph 1 of the MEF Decree, at least one of the Standing Auditors, if there are three, and at least one of the Alternate Auditors are chosen among those enrolled in the register of legal auditors who have carried out legal auditing activities for a period of no less than three years.
Pursuant to Art. 9, paragraph 2 of the MEF Decree, the other members of the Board of Statutory Auditors are chosen from persons who have carried out for at least three years, also alternatively, the activity of statutory audit or one of the activities referred to in Art. 7, paragraph 2 of the MEF Decree, or who have carried out, for at least three years, also alternatively:
Moreover, pursuant to Art. 9, paragraph 3, the Chairman of the Board of Statutory Auditors shall be chosen among the persons who meet the requirements set out respectively in paragraph 1 or paragraph 2 of Art. 9 of the MEF Decree - as mentioned above - and who have at least two years' professional experience in addition to that required by the same paragraphs.
Lastly, pursuant to Art. 9, paragraph 4, for the purposes of compliance with the above-mentioned requirements, for Auditors who are not enrolled in the register of legal auditors, the experience gained during the twenty years prior to taking office is taken into account; experience gained in several functions at the same time is counted only for the period of time during which they were carried out, without accumulating it.
In addition to the requirements of professionalism, the candidates shall meet competence criteria aimed at proving their suitability to take on the role, taking into account the tasks inherent to the role covered and the size and operational characteristics of the bank. Theoretical knowledge - acquired through studies and training - and practical experience, gained in the course of previous or current work activities, are taken into account for these purposes.
The criterion is evaluated by the appropriate body, which:
The assessment provided for in this Article may be omitted for candidates in possession of the professionalism requirements, when they have accrued for a period at least equal to that provided for in the annex to the MEF Decree.
The competence criterion is not met when the information acquired regarding theoretical knowledge and practical experience paint a serious, precise and concordant picture of the candidate's unsuitability for the position. In the event of specific, limited shortcomings, the appropriate body may take steps to address them.
No one can take on the office of member of the Board of Statutory Auditors who:
This is without prejudice to the possibility for a member of the Board of Statutory Auditors to hold the office of auditor or supervisory body member at the same time in one or more companies belonging to the same banking group.
Auditors may not be elected and, if elected, shall forfeit their office:
Considering that an independent director is characterised by his independence of judgement with respect to executive directors and by the absence of involvement in the management of the company, in applying to directors the requirements set out for auditors in letter b) of Art. 148, paragraph 3 of the Consolidated Law on Finance, CONSOB considers that the directors referred to in the said provision should be considered as executive directors.
More precisely, the Authority considers, in the light of the rationale of the regulations, that a person who holds the office of executive director in one of the companies of the group of the listed company (parent company, subsidiaries or companies under common control) cannot be qualified as an independent director of the listed company. By contrast, the
fact that the independent director of the listed company acts as an independent director in other companies of the group would not compromise independence.
Circumstances that compromise, or appear to compromise, a director's independence include at least the following:
The administrative body shall predefine, at least at the beginning of its term of office, the quantitative and qualitative criteria for assessing the significance referred to in points c) and d) above. In the case of a director who is also a partner in a professional firm or consulting firm, the board assesses the significance of any professional relationships that may affect his position and role in the firm or consulting firm, or that otherwise relate to significant transactions of the firm and its group, even if independent of quantitative parameters.
The chairman of the administrative body may be assessed as independent where none of the above circumstances apply. If the chairman assessed as independent participates in committees recommended by the Corporate Governance Code,
a majority of the committee members shall be other independent directors. The Chairman who is assessed as independent does not chair the Remuneration Committee or the Control and Risk Committee.
The Corporate Governance Code expressly excludes from the amount of "significant additional remuneration" that could impair an individual director's independence the "fixed compensation for office" and "compensation for participation in committees recommended by the Code."
"Fixed compensation for office" means:
On the contrary, the remuneration received by the director of the company adhering to the Code for duties in the parent company or in the subsidiary is considered as "additional remuneration" and is therefore assessed in its "significance" for the purposes of recommendation 7, letter d).
"Compensation for participation in committees recommended by the Code" means the compensation that an individual director receives by reason of his participation in endowed committees having functional responsibilities for the implementation of the Code, including any committee established pursuant to Recommendation 1, letter a), provided that it is not an executive committee. As expressly envisaged by the Code, remuneration for participation in the committees (or bodies) envisaged by current legislation, excluding the Executive Committee if any, is also assimilated to "committees recommended by the Code".
The Corporate Governance Code does not define the scope of individuals who are considered "close family members" for purposes of assessing an individual director's independence. For the purposes of assessing independence, their identification is therefore left to the appreciation of the Board of Directors.
Based on a mere illustrative and non-exhaustive list, "close family members" are commonly understood to include parents, children, spouses who are not legally separated, and domestic partners.
The quantitative and qualitative criteria have a general and abstract scope and are promptly defined by the Board of Directors before their actual application and, therefore, before the actual assessment of the independence of each individual director.
All officers shall act with full independence of judgement and awareness of the duties and rights inherent in their office, in the interest of sound and prudent management of the bank and in compliance with the law and any other applicable regulations.
All candidates shall inform the competent body of the situations referred to in Article 13, paragraph 1, letters a), b), c), h) and i), of the MEF Decree and the reasons why, in their opinion, those situations do not materially affect their independence of judgement.
The competent body shall assess the independence of judgement of the candidate in the light of the information and reasons provided by the latter and shall verify whether the safeguards envisaged by legal and regulatory provisions, as well as any additional organisational or procedural measures adopted by the bank or by the candidate, are effective in counteracting the risk that the situations referred to in paragraph 2 may affect the independence of judgement of the candidate or the decisions of the body. The following Articles are particularly relevant: 2391 and 2391-bis of the Civil Code and related implementing provisions; Chapter IX of Title V of Book V of the Civil Code; 53, paragraphs 4 and 4-quater, and 136 of the Consolidated Law on Banking and related implementing provisions; 6, paragraph 2-novies, of the Consolidated Law on Finance; 36 of the Salva Italia Decree.
If existing safeguards are not deemed sufficient, the appropriate body may:
If the measures indicated in this paragraph are not adopted or are insufficient to eliminate the shortcomings found, the competent body shall declare the candidate's disqualification pursuant to Article 23 of the Corporate Governance Code.
The competent body shall verify the effectiveness of the controls and measures adopted to preserve the independence of judgement of the representative, also in the light of the conduct actually adopted by the latter in the performance of his duties.
Each officer shall devote adequate time to the performance of the assignment. At the time of appointment and promptly in the event of facts occurring, he shall inform the competent body of the positions held in other companies, enterprises or bodies, the other work and professional activities carried out and the other situations or facts pertaining to the professional sphere capable of affecting his time availability, specifying the time that these positions, activities, facts or situations require.
The bank ensures that the candidate is aware of the time it has estimated as necessary for the effective performance of the assignment.
On the basis of the information obtained, the competent body assesses whether the time that each candidate can devote is suitable for the effective performance of the assignment.
If the candidate declares in writing that he can devote at least as much time to the assignment as the bank estimates necessary, the assessment may be omitted provided that all of the following conditions are met:
c. the candidate does not hold the position of CEO or General Manager nor is he chairman of a body or committee.
The competent body verifies the appropriateness of the time actually dedicated by the representatives, also in the light of their presence at the meetings of the bodies or committees.
If the availability of time is insufficient, the competent body shall ask the candidate to renounce one or more assignments or activities or to make specific commitments suitable for increasing his availability of time, or shall take measures including the revocation of proxies or specific tasks or the exclusion of the candidate from committees. Compliance with the candidate's commitments is verified. The assessment relating to the availability of time does not have independent importance for the purposes of pronouncing the candidate's disqualification, but contributes to the assessment of the candidate's suitability pursuant to Article 23 of the MEF Decree.
Except as provided in Article 19 of the MEF Decree, each member of large banks or banks of operational complexity may not hold a total number of positions in banks or other commercial companies that exceeds one of the following alternative combinations:
When calculating limits, the position held at the bank is included.
The competent body pronounces the forfeiture in case it ascertains that the limit to the accumulation of assignments has been exceeded and the representative concerned does not renounce the office or the offices that determine the exceeding of the limit in due time with respect to the deadline indicated in Art. 23, paragraph 7 of the MEF Decree.
The limits on the accumulation of offices do not apply to members who hold offices in the bank representing the State or other public bodies.
For the purposes of calculating the limits on the accumulation of offices, the offices held by the candidate are not taken into account:
For purposes of calculating the limits on the accumulation of offices, all offices held in each of the following cases shall be considered as a single office:
If more than one of the cases set out in Art. 18, paragraph 3, letters a), b) and c) of the MEF Decree occur at the same time, the positions are added together.
The set of appointments counted as a single appointment is considered as an executive appointment if at least one of the appointments held in the situations set out in Art. 18, paragraph 3, letters a), b) and c) of the MEF Decree is executive; in the other cases it is considered as a non-executive appointment.
The assumption of an additional non-executive position, compared to the limits indicated in Art. 17 of the MEF Decree and also determined on the basis of the provisions of Art. 18 of the MEF Decree, is permitted on condition that it does not prejudice the possibility for the candidate to devote adequate time to the position at the bank in order to carry out his functions effectively.
The appropriate body shall consider, among other things:
The additional non-executive position referred to in this Article shall not be permitted to the candidate who:
The additional non-executive assignment referred to in this Article cannot benefit from the application of the aggregation mechanism provided for in Art. 18, paragraph 3, of the MEF Decree.
The provisions of Art. 17, paragraph 3, of the MEF Decree are applied to the cases referred to in this Article.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.