Pre-Annual General Meeting Information • Mar 18, 2022
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
Banca Ifis S.p.A.
(drafted pursuant to Art. 125‐ter of Italian Legislative Decree no. 58 of 24 February 1998, as amended and supplemented)
Item 1) on the Agenda of the Shareholders' Meeting
Financial statements at 31 December 2021:
1.1) approval of the financial statements at 31 December 2021, presentation of the consolidated financial statements at 31 December 2021 and the consolidated non‐financial statement pursuant to Italian Legislative Decree no. 254 of 30/12/2016 ‐ Sustainability Report; 1.2) allocation of the period result;
related and consequent resolutions.
The draft financial statements at 31 December 20211 , which we submit for your approval, show a profit for the year of 56.467.710 Euro.
The cash dividend (before tax withholdings required by law) of 0,95 Euro for each ordinary share would be paid with ex‐dividend date (coupon no. 25) on 23 May 2022 and includes the portion attributable to treasury shares held by the Company.
As per Article 83‐terdecies of Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance"), eligibility for the dividend is determined based on the shareholders of record on the intermediary's books as per Article 83‐quater, paragraph 3 of the Consolidated Law on Finance at the end of 24 May 2022 (the "record date").
The aforementioned dividend, gross of withholding taxes, is scheduled to be paid on 25 May 2022.
The total disbursement, calculated gross of the portion related to treasury shares, pursuant to Art. 2357‐ter of the Italian Civil Code, amounts to a maximum of 51.120.540,25 Euro.
The proposal is in line with the dividend policy already communicated to the market on 10 February, at the time of the release of the preliminary 2021 results.
We also submit for your attention the consolidated financial statements at 31 December 2021 which, although not subject to approval by the Shareholders' Meeting, supplement the information provided with the financial statements of Banca Ifis S.p.A..
1 The draft financial statements and consolidated financial statements for the year ended 31 December 2021 were approved by the Board of Directors at its meeting on 10 March 2022.
For more information regarding the financial statements, reference should be made to the contents of the reports and deeds filed at the Company's registered office pursuant to Art. 2429, paragraph 3, of the Italian Civil Code and the authorised storage mechanism , as well as published on the website www.bancaifis.it.
In light of the above, the Board of Directors intends to submit the following for your approval
"The Shareholders' Meeting of Banca Ifis S.p.A., having examined the explanatory report of the Board of Directors under item no. 1 on the agenda, the figures of the financial statements of Banca Ifis S.p.A. at 31 December 2021 and the report of the Board of Directors, having acknowledged the report of the Board of Statutory Auditors and the report of the Independent Auditors,
***
Item 2) on the Agenda of the Shareholders' Meeting
Remuneration:
2.1) Report on the remuneration policy and fees paid pursuant to Art. 123‐ter of Italian Legislative Decree no. 58/1998: approval of Section I ‐ 2022 Ifis Group Remuneration and Incentive Policy;
2.2) Report on the remuneration policy and fees paid pursuant to Art. 123‐ter of Italian Legislative Decree no. 58/1998: non‐binding resolution on Section II ‐ Information on fees paid in FY 2021;
2.3) Remuneration plan based on the assignment of Banca Ifis shares for certain corporate figures described in the information document drawn up pursuant to Art. 114‐bis of the Consolidated Law on Finance and related implementing rules (Art. 84‐bis of the Issuers' Regulation);
related and consequent resolutions.
Dear Shareholders,
We hereby present you with the document "Report on the remuneration policy and fees paid" approved by the Board of Directors of Banca Ifis S.p.A. in its meeting of 10 March 2022 (the "Report").
With the above‐mentioned document, the Board aimed at implementing the provisions set out in Art. 123‐ter of the Consolidated Law on Finance, as well as the regulations governing the banking sector and the self‐regulation rules contained in the Corporate Governance Code.
The Report therefore also contains additional information, in aggregate form, on the so‐called "Risk Takers"2 not included in the scope of application of the cited Article of the Consolidated Law on Finance.
2 Pursuant to Delegated Regulation (EU) no. 604 of 4 March 2014.
With regard to the regulatory framework, reference should be made in particular to the following:
The text of the Report, approved by the Board of Directors, has been examined by the Remuneration Committee with a view to carrying out preliminary work on the matters for which it is responsible.
In short, the "Report on remuneration policy and fees paid" consists of:
a Section I aimed at illustrating, for the members of the management bodies, general managers, key managers and members of the control bodies, as well as for the "Risk Takers" not included in the scope of application of Art. 123‐ter of the Consolidated Law on Finance,
the Company's remuneration policy and the procedures used for the adoption and implementation of such policy. This section describes the planned policy for FY 2022. The Shareholders' Meeting is called upon to pass a binding resolution for or against this Section I of the Report;
a Section II divided into two parts: (i) the first part is aimed at representing, by name, for the members of the management and control bodies and the general managers and, in aggregate form, for the key managers as well as for the "Risk Takers", each of the items that make up the remuneration, highlighting their consistency with the reference policy and providing information on how the Company took into account the vote expressed by the Shareholders' Meeting on Section II of the report for the previous year; (ii) the second part shows analytically in tabular form, as indicated in Annex 3A, Schedule no. 7 bis of the Issuers' Regulation, the remuneration paid during FY 2021 or related to it, for any reason and in any form, by the Company and its subsidiaries and associates. The additional information required pursuant to Article 450 of Regulation (EU) no. 575 of 26 June 2013 is then included in tabular form for Banca IFIS S.p.A. and the other Group companies.
The Shareholders' Meeting is called upon to pass a non‐binding resolution for or against this Section II of the Report.
With regard to the main changes made to the remuneration policy compared to FY 2021, it should be underlined that, in the light of the positive outcome of the meeting's vote on Section I of the policies related to FY 2021, the Board decided to submit to the meeting's vote a remuneration policy for FY 2022 that is substantively in line with the past, except for the appropriate adjustments, also aimed at implementing the changes introduced by the Issuers' Regulation and the Corporate Governance Code.
In light of the positive results of the shareholders' meeting vote, Banca Ifis decided to submit to the shareholders' meeting vote a remuneration policy for FY 2022 substantially in line with the past, subject to the regulatory changes provided for in particular by the 37th update of Circular 285/2013 in transposition of the CRDV (Directive 2019/878/EU).
The following are the main regulatory changes with respect to the remuneration policy defined for FY 2021:
In addition to the above, the Group intends to introduce the following major changes to its 2022 remuneration policy:
application of the principle of "particularly high remuneration", in accordance with the provisions of the Supervisory Measures, as a limit on variable remuneration beyond which deferment periods of 5 years and deferred portions of 60% are applied; more than 50% of the deferred portion must also be made up of financial instruments;
simplification of gate and malus conditions in line with regulatory provisions;
* * *
Below are some insights into the most significant issues.
One of the most significant innovations concerns the methods of payment of the variable remuneration of the key personnel, as regulated by the new Supervisory Provisions, with particular reference to the deferment obligations, the type of payment instruments and the retention period envisaged for any portion paid in financial instruments.
In this respect, it is noted that the Banca Ifis Group cannot be classified as a "bank of smaller size or operational complexity" and is therefore required to apply the entire discipline "proportionally", i.e. taking into account the characteristics and size as well as the riskiness and complexity of the activity carried out.
According to the new Supervisory Provisions (Bank of Italy Circular 285/2013, 37th update), the Group is not required to apply the aforementioned more detailed rules of Section III of the Supervisory Provisions only to the key personnel whose annual variable remuneration complies with the following two conditions of (i) not exceeding 50.000 Euro, which then becomes the new materiality threshold combined with the other condition that (ii) the variable remuneration must not represent more than one third of the total annual remuneration.
For the purpose of the correct application of the reference period and the share to be deferred of the variable remuneration, reference should also be made to the amount of "particularly high" variable remuneration for which different and higher deferral periods and shares of variable remuneration are provided. "Particularly high" variable remuneration is defined as the lesser of: (i) 25% of the average total remuneration of Italian high earners, as resulting from the most recent report published by the EBA; and (ii) 10 times the average total remuneration of
the Ifis Group's employees. In the light of the above, the particularly high amount of variable remuneration with reference to the Group was identified as 435.000 Euro (equal to 25% of the average total remuneration of Italian high earners3 ). This particularly high amount of remuneration includes, as things stand and subject to possible changes, only the variable remuneration of the Parent Company's CEO.
In the light of the above, the methods of payment of variable remuneration for key personnel adopted by the Banca Ifis Group are set out below:
The short‐term plan, linked to the results for the period from 1 January 2022 to 31 December 2022, will end during FY 2027, with the end of the retention period provided for the deferred variable component.
The remuneration of the CEO is made up of the following elements: (i) a fixed remuneration of a stable and irrevocable nature, which does not create incentives to take risks and does not depend on the Bank's performance, determined on the basis of the responsibilities connected with the position and the commitment required to carry it out (ii) a variable remuneration linked to the achievement of specific qualitative and quantitative performance objectives.
In this regard, the CEO is the beneficiary:
3 EBA Report on High Earners (EBA/REP/2021/23).
With reference to the Short‐term Incentive (STI) System, the objectives assigned to the CEO for 2022 represent a combination of quantitative and qualitative criteria, referring to the Group's results, as well as qualitative aspects relating to strategic action. In particular, the performance scorecard provides for the declination of (i) economic and financial KPIs with a weight of 65%, based on three specific drivers (profitability, cost of credit and efficiency), consistent with the Group's 2022 objectives, and (ii) strategy and sustainability KPIs with a weight of 35%, which aim at assessing the achievement of strategic directives, as well as the achievement of corporate objectives in the ESG area.
The short‐term variable remuneration cap payable to the CEO is set at 60% of fixed remuneration; variable remuneration will accrue on the basis of the degree of achievement of objectives, with variable remuneration being paid on a linear progression between 60% and 100%.
| Performance scorecard | ||||||
|---|---|---|---|---|---|---|
| Economic-financial KPIs | 65% | Minimum level |
Medium level |
Maximum level |
||
| Profitability | ROE: Profit attributable to the Parent Company divided by the average of shareholders' equity attributable to the Parent Company for the quarters 4Q21 to 4Q22 |
25% | Target level |
|||
| Cost of credit |
Impairment losses/reversals for risk (credit excluding those of the NPL area) divided by the average balance of Group loans (excluding those of the NPL area) |
20% | $+11%$ | Progression Linear |
Target level |
|
| KPI | Cost/income ratio: Total Group costs divided by the Efficiency Group's net banking income |
$+3%$ | Target level |
|||
| Strategy and sustainability KPIs | Minimum level |
Medium level |
Maximum level |
|||
| ESG $(*)$ | 1. Maintenance of the A rating issued by MSCI 2. Maintenance of gender equity commitments 3. Implementation of the first step of the conversion of the company car fleet into a hybrid one |
10% | 1 out of 3 targets |
2 out of 3 targets |
3 out of 3 targets |
|
| Strategic action |
Qualitative assessment of the Chief Executive Officer's achievement of strategic directives by the Board of Directors. |
25% | In line with expectatio ns |
Above expectatio ns |
Excellent |
The CEO is also the beneficiary of an LTI Plan, with the assignment of the right to receive, at the end of the vesting period (2021‐2023) up to a maximum of 696.000 options, calculated, for the purposes of calculating the ratio between fixed and variable remuneration, as follows: (i) 156.000 Options for FY 2021; (ii) 270.000 Options for FY 2022; and (iii) 270.000 Options for FY 2023.
In this regard, it should be noted that the ratio between fixed and variable remuneration for the CEO, with effect from 2022, is 1,5:1.
The Report also identifies the short‐term objectives assigned to the Joint General Managers who, according to the General Regulations in force have replaced the figure of the General Manager, for 2022. These objectives represent a combination of quantitative and qualitative criteria, referring to the Group's results, as well as to qualitative aspects relating to the achievement of strategic directives and corporate objectives in the ESG field.
The performance scorecard provides for the declination of (i) economic and financial KPIs with a weight of 65%, based on three specific drivers (profitability, cost of credit and efficiency), consistent with the Group's 2022 objectives, and (ii) strategy and sustainability KPIs with a weight of 35%, which aim at assessing the achievement of strategic directives as well as of corporate objectives in the ESG area.
In this case too, variable remuneration will accrue on the basis of the degree of achievement of objectives, with variable remuneration being paid on a linear progression between 60% and 100%.
| Performance scorecard | COO | CCO | |||||
|---|---|---|---|---|---|---|---|
| Economic-financial KPIs | 65% | Minimum level |
Medium level |
Maximum level |
|||
| Profitability | ROE: Profit attributable to the Parent Company divided by the average of shareholders' equity attributable to the Parent Company for the quarters 4021 to 4022 |
20% | 20% | $-5,5%$ | Target level |
||
| Cost of credit |
Impairment losses/reversals for risk (credit excluding those of the NPL area) divided by the average balance of Group loans (excluding those of the NPL area) |
20% | 25% | $+11%$ | Progression Linear |
Target level |
|
| KPI | Efficiency | Cost/income ratio: Total Group costs divided by the Group's net banking income |
25% | 20% | $+3%$ | Target level |
|
| Strategy and sustainability KPIs | 35% | Minimum level |
Medium level |
Maximum level |
|||
| ESG $(*)$ | 1. Maintenance of the A rating issued by MSCI 2. Maintenance of gender equity commitments 3. Implementation of the first step of the conversion of the company car fleet into a hybrid one |
10% | 10% | 1 out of 3 targets |
$2$ out of $3$ targets |
3 out of 3 targets |
|
| Strategic action |
Qualitative assessment of the achievement of strategic directives, formulated by the CEO |
25% | 25% | In line with expectatio ns |
Above expectatio ns |
Excellent |
(*) company‐wide target for all key personnel
The Report will be made available to the public, at the Company's registered office and at the authorised storage facility , as well as on the website www.bancaifis.it (section Corporate Governance/Remuneration/Ordinary Shareholders' Meeting of 28 April 2022) by 31 March 2022 together with the Report on Corporate Governance and Shareholding Structure.
The contents of Section I of the Report also entailed, pursuant to Art. 114‐bis of the Consolidated Law on Finance and the related implementing rules (Art. 84‐bis of the Issuers' Regulation), the need to make available to the public ‐ at the same time as the Report ‐ at the registered office, on the website and with the other methods established by Consob, an information document on the consequent remuneration plan based on the assignment of Banca Ifis shares to certain corporate figures falling within the perimeter of key personnel who are recipients of variable remuneration exceeding the new limits defined by Circular 285/2013, 37th update, as described above and as such subject to the rules of deferment and the recognition of a portion thereof (equal to 50%) in shares of the Parent Company.
It should also be noted that Internal Audit has verified the methods by which the compliance of remuneration practices with the regulatory framework is ensured, as provided for by the cited supervisory provisions of the Bank of Italy.
In light of all of the foregoing, we submit the following for your approval:
"The Shareholders' Meeting of Banca Ifis S.p.A., having examined the explanatory report of the Board of Directors under item 2 on the agenda and the document entitled "Report on the remuneration policy and fees paid" approved by the Board of Directors,
a) resolved to approve the contents of Section I of the document entitled "Report on the remuneration policy and fees paid" drafted pursuant to Article 123‐ter of the Consolidated Law on Finance, also for the purpose of adjusting the remuneration policies of the Banca Ifis Banking Group for 2022 and, specifically, also the sub‐sections (19.1 and 19.2) set forth in paragraph no.
19 of Section I of the document entitled "Report on the remuneration policy and fees paid", respectively entitled "Treatment in the event of termination of office or termination of employment for key personnel" and "Treatment in the event of termination of office or termination of employment for non‐key personnel", as well as Annex no. 1 of said Report setting out the Policy on the process of identifying key personnel;
b) taking note of the report on the implementation of the remuneration policies during FY 2021 provided, in compliance with Art. 10 of the Articles of Association as well as with the relevant regulations in force, within the document entitled "Report on the remuneration policy and fees paid" drawn up pursuant to Art. 123‐ter of the Consolidated Law on Finance, resolved in favour of Section II of the document entitled "Report on the remuneration policy and fees paid" prepared pursuant to Art. 123‐ter of the Consolidated Law on Finance.
c) resolved to approve the remuneration plan based on the assignment of Banca Ifis shares for certain corporate figures described in the information document drawn up pursuant to Art. 114‐ bis of the Consolidated Law on Finance and related implementing rules (Art. 84‐bis of the Issuers' Regulation) and made available to the shareholders by the legal deadline".
***
Item 3) on the Agenda of the Shareholders' Meeting Board of Directors:
3.1) determination of the number of members of the Board of Directors;
3.4) determination of the remuneration of the members of the Board of Directors; related and consequent resolutions.
Dear Shareholders,
With the approval of the financial statements for the year ended 31 December 2021, the
three‐year term of office of the Board of Directors currently in office, expires. In thanking you for the trust you have placed in us, we would now invite you, pursuant to Art. 2364, paragraph 1, point 2) of the Italian Civil Code, to appoint the new Administrative Body, after having determined the number of members.
In this respect, we would remind you that Art. 11 of the Articles of Association, to which you are referred, establishes that the Board of Directors is appointed by list voting and consists of between 5 and 15 members.
Pursuant to Art. 11 of the Articles of Association, only those shareholders who, at the time of submitting their list, either alone or jointly with others, own a shareholding equal to at least 1% of the ordinary shares, or any other lower shareholding threshold that ‐ pursuant to current legislation ‐ is indicated in the notice of call of the Shareholders' Meeting convened to resolve on the appointment of the members of the Board of Directors, are entitled to submit a list.
A shareholder may not submit or vote for more than one list, even if through a third party or trust company. Shareholders belonging to the same group and shareholders who are party to a shareholders' agreement concerning the Company's shares cannot submit or vote for more than one list, not even through a third party or trust company. A candidate may only be on one list under penalty of ineligibility.
The lists must be submitted by the shareholders at the registered office no later than the twenty‐fifth day prior to the date of the Shareholders' Meeting and made available to the public at the registered office, on the Company's website and according to the other procedures provided for by current legislation, at least twenty‐one days prior to the date of the Shareholders' Meeting.
The ownership of the minimum shareholding required in order to submit lists is determined by taking into account the shares that are registered in favour of each single shareholder, or jointly by several shareholders, on the day when the lists are filed with the Company. In order to prove the ownership of the number of shares necessary to submit the lists, the shareholders
may produce the related certification also after the filing, provided that it is within the deadline for the publication of the lists by the Company.
Lists must be supplied complete with:
Candidates who do not comply with the requirements and criteria set out in Art. 26 of Italian Legislative Decree no. 385/1993 and the related implementing provisions, including those of a regulatory nature, in force from time to time, may not be included in the lists.
In drawing up the lists for the election of the Board of Directors, the shareholders must take into account the current legal and regulatory framework (Civil Code, Italian Legislative Decree no. 58/1998, Italian Legislative Decree no. 385/1993 and "Supervisory Instructions for Banks", Decree Law no. 201 of 6 December 2011, converted into Law no. 214 of 22 December 2011), also partly referred to in the Articles of Association, and the fact that Banca IFIS is an issuer listed on the Euronext STAR Milan segment.
This regulatory framework is referred to, for the sake of full disclosure, in the Document on the "Optimal Qualitative and Quantitative Composition of the Board of Directors of Banca Ifis" approved by the Board of Directors on 10 March 2022 and available on the corporate website www.bancaifis.it (Corporate Governance/Shareholders' Meeting Section). In particular, reference is made to the following national and European regulations:
Articles 147‐ter, 147‐quinquies and 148 of Italian Legislative Decree no. 58 of 24 February
1998 (the "Consolidated Law on Finance");
EBA/ESMA Guidelines on the assessment of the suitability of members of strategic supervision and management bodies and key function holders under
Directive 2016/36/EU and Directive 2014/65/EU of 2 July 2021;
"Guide to fit and proper assessments" of the European Central Bank dated 15 May 2017 and last updated in December 2021.
In the presentation of the lists we remind you in particular of the need to take into account:
candidates must meet the requirements of professionalism, integrity and independence, satisfy criteria of competence and correctness, devote the necessary time to the effective performance of their duties, so as to ensure the sound and prudent management of the bank", as well as the MEF Decree.
We would also remind you of the opportunity to examine in advance, possibly through contact with the competent structures of the Bank, the "Regulation on the accumulation of offices held by corporate officers" approved by the Board of Directors of Banca Ifis on 21 October 2021 and to verify that candidates do not hold offices in other companies in excess of the provisions of this Regulation, the contents of which are summarised in the Reports on Corporate Governance and Shareholding Structure prepared and published every year pursuant to Article 123‐bis of the Consolidated Law on Finance.
The lists and the related documents are made public by the legal deadline at the company's registered office, at Borsa Italiana S.p.A. and at the authorised storage mechanism , as well as on the website www.bancaifis.it, Corporate Governance/Shareholders' Meeting section. For information on the deadlines for submitting and publishing lists, please refer to the notice of call.
Lists that do not comply with the requirements outlined in Article 11 of the current Articles of Association shall be deemed not to have been submitted.
We would also like to remind you that, in compliance with the "Supervisory Provisions concerning the organisation and corporate governance of banks" issued by the Bank of Italy and in the light of the provisions of the Corporate Governance Code for Listed Companies, the current Board of Directors carried out a "self‐assessment" on the size, composition and functioning of the Board itself, as well as on the suitability of its members to carry out their functions in terms of professionalism, time availability and independence.
For the purpose of submitting the lists, Shareholders are invited to consider what is explained in the above‐mentioned "Document on the Optimal Qualitative and Quantitative Composition of the Board of Directors of Banca Ifis" approved by the Board of Directors on 10
March 2022 and available on the corporate website (www.bancaifis.it, Corporate Governance/Shareholders' Meeting section).
Members of the Board of Directors shall be elected as follows:
If these drawing criteria do not guarantee the balance between genders to the extent established by the laws and regulations in force from time to time, a scrolling mechanism shall be applied to the drawing from the list that obtained the highest number of votes at the Shareholders' Meeting, based on the sequential order in which the candidates are indicated, that excludes the candidate or candidates of the gender most represented and draws the candidate or candidates of the missing gender.
If only one list of candidates is submitted, the names indicated in this list will be elected as members of the Board of Directors, up to the number of directors to be elected minus one, which shall be appointed by the Shareholders' Meeting at its meeting, by simple majority but excluding the shareholders who submitted the single list from voting, upon proposal of the same shareholders entitled to vote.
In any case, at least one quarter of the members of the Board of Directors must comply with the independence requirements set out both by the Corporate Governance Code for Listed Companies issued by Borsa Italiana S.p.A. and by Art. 148, paragraph 3 of Italian Legislative Decree no. 58/1998.
We would also invite you to resolve on the duration of the Board's term of office and ‐ pursuant to Article 2364, paragraph 1, point 3) of the Italian Civil Code ‐ on the Directors'
remuneration.
In this regard, we would remind you that Art. 11 of the Articles of Association, to which you are referred, establishes that the Board of Directors remains in office for the period ‐ not exceeding three financial years ‐ established upon appointment, and ends on the date of the Shareholders' Meeting called to approve the financial statements for the last financial year of office.
We would also remind you that, with respect to the Board of Directors currently in office, the Shareholders' Meeting of 19 April 2019 had:
In this regard, we would finally refer to what has been reported on the previous item on the agenda (item no. 2), in which the Shareholders' Meeting will be informed on the implementation of the remuneration policies during FY 2021, in compliance with Art. 10 of the Articles of Association as well as with the current legislation in force, and will be called upon to
resolve on the adjustment of said policies.
We do not believe, however, that we are making any proposals regarding directors' fees.
Please note that the Articles of Association and the notice of call of the Shareholders' Meeting are available on the website www.bancaifis.it.
***
Item 4) on the Agenda of the Shareholders' Meeting
4.1) appointment of the members of the Board of Statutory Auditors for the three‐year period 2022‐2024;
4.2) determination of the remuneration of the members of the Board of Statutory Auditors; related and consequent resolutions.
With the approval of the financial statements for the year ended 31 December 2021, the three‐year term of office of the Board of Statutory Auditors currently in office, expires. Therefore, pursuant to Article 2364, paragraph 1, point 2) of the Italian Civil Code, we invite you to appoint, for the three‐year period ending with the approval of the financial statements at 31 December 2024, three Standing Auditors and two Alternate Auditors, as well as to appoint the Chairman of the Board of Statutory Auditors and determine their annual fees.
In this regard, we remind you that the appointment of the Board of Statutory Auditors takes place according to the list voting criterion, pursuant to Art. 21 of the current Articles of Association, to which you are referred, and in compliance with the applicable regulatory provisions.
Pursuant to Art. 21 of the Articles of Association, the Board of Statutory Auditors is appointed on the basis of lists submitted by the shareholders, in which the candidates are listed in sequential order and in a number not exceeding the members of the body to be elected. The list shall include two sections: one for the candidates to the office of standing auditor, and one for the alternate auditor candidates.
A list can be submitted by the shareholder(s) who, at the time of submission of the list, own a shareholding equal to at least 1% of the ordinary shares or any other lower shareholding threshold that ‐ pursuant to current legislation ‐ is indicated in the notice of call of the Shareholders' Meeting convened to resolve on the appointment of the members of the Board of Statutory Auditors.
A shareholder may not submit or vote for more than one list, even if through a third party or trust company. Shareholders belonging to the same group and shareholders who are party to a shareholders' agreement concerning the Company's shares cannot submit or vote for more than one list, not even through a third party or trust company. A candidate may only be on one list under penalty of ineligibility.
The lists must be filed at the Company's registered office no later than the twenty‐fifth day prior to the date of the Shareholders' Meeting and made available to the public at the registered office, on the Company's website and according to the other procedures provided for by current legislation, at least twenty‐one days prior to the date of the Shareholders' Meeting. If no list has been submitted by the above‐mentioned deadline, or if only one list has been submitted (or if more than one list has been submitted, but the lists can be traced back to Shareholders who are connected with each other pursuant to the current legislation), the Company shall notify in compliance with the applicable legal and regulatory provisions; in this case, lists can be submitted until the deadline set out by the current legislation. In the latter case, the above‐ mentioned shareholding threshold for the presentation of lists is reduced by half.
The ownership of the minimum shareholding required in order to submit lists is determined by taking into account the shares registered in favour of each single shareholder or of several shareholders jointly on the day when the lists are filed with the Company. In order to prove the ownership of the number of shares necessary to submit the lists, the shareholders may produce the related certification also after the filing, provided that it is within the deadline for the publication of the lists by the Company.
Lists must be supplied complete with:
Candidates who already hold positions as auditor in five other listed companies or who do not comply with the requirements and criteria set out in Art. 26 of Italian Legislative Decree no. 385/1993 and the related implementation rules, including those of a regulatory nature, in force from time to time, or who fall within the cases set out in Art. 148, paragraph 3 of Italian Legislative Decree no. 58/1998, cannot be included in the lists.
Each list shall contain at least one candidate for the office of Standing Auditor and at least one candidate for the office of Alternate Auditor belonging to the less represented gender. This requirement does not apply to lists with fewer than three candidates.
Outgoing auditors may be re‐elected.
In drawing up the lists for the election of the Board of Statutory Auditors, the shareholders must take into account the current legal and regulatory framework (Civil Code, Italian Legislative Decree no. 58/1998, Italian Legislative Decree no. 385/1993 and "Supervisory Instructions for Banks", Decree Law no. 201 of 6 December 2011, converted into Law no. 214 of 22 December 2011 (the "Salva Italia Decree"), in addition to the specific national and European legislation, as applicable, mentioned in the part of this report dedicated to the fourth item on the agenda of the Shareholders' Meeting), partly referred to in the Articles of Association.
We would remind you in particular of the need to take into account:
We would also remind you of the opportunity to examine in advance, possibly through contact with the structures of the Bank, the "Regulation on the accumulation of offices held by corporate officers" approved by the Board of Directors of Banca Ifis on 21 October 2021 and to verify that candidates do not hold offices in other companies in excess of the provisions of this Regulation, the contents of which are summarised in the Reports on Corporate Governance and Shareholding Structures prepared and published every year pursuant to Article 123‐bis of Italian Legislative Decree no. 58/1998.
The lists and the related documents will be made public by the legal deadline at the company's registered office, at Borsa Italiana S.p.A. and at the authorised storage mechanism , as well as on the website www.bancaifis.it, Corporate
Governance/Shareholders' Meeting section. For information on the deadlines for submitting and publishing lists, please refer to the notice of call.
Auditors shall be elected as follows:
In the event of a tie between two or more lists, the most elderly candidates shall be elected as Auditors.
If the above‐mentioned drawing criteria do not ensure the presence on the Board of at least one Standing Auditor and one Alternate Auditor belonging to the less represented gender, a scrolling mechanism shall be applied to the drawing from the list that obtained the highest number of votes at the Shareholders' Meeting, based on the sequential order in which the candidates are indicated, that excludes the candidate or candidates of the most represented gender and draws the candidate or candidates of the missing gender.
The standing auditor elected from the minority list is declared Chairman of the Board of Statutory Auditors.
If only lists with a number of candidates fewer than three have been submitted and there is no candidate of the less represented gender, the presence of an alternate auditor of the less represented gender shall not be compulsory, while the effective members of the Board shall be appointed as follows:
1) the Chairman by drawing from the list that obtained the highest number of votes among the minority lists;
If only one list is submitted or only one list receives votes, three Standing Auditors and two Alternate Auditors shall be elected ‐ provided that this list receives the majority of votes at the Meeting ‐ in the order in which they are indicated for their office in that list, and the candidate for Standing Auditor indicated in first place in that list shall be appointed Chairman of the Board of Statutory Auditors.
Thus said, we would invite you to appoint ‐ until approval of the financial statements at 31 December 2024 ‐ the Board of Statutory Auditors, composed of three Standing Auditors, including the Chairman, and two Alternate Auditors, and to determine their remuneration.
We remind you that, with regard to the Board of Statutory Auditors in office, the Shareholders' Meeting of 19 April 2019 had set a gross annual remuneration of 105.000,00 Euro for the Chairman (in addition to the reimbursement of expenses incurred by reason of his office) and 70.000,00 Euro for each of the two Standing Auditors (in addition to the reimbursement of expenses incurred by reason of their office). Moreover, it had resolved to pay all Standing Auditors 1.000,00 Euro for each participation in person at the Board of Directors' meetings held at the registered office or at a different place and 500,00 Euro for each participation in the Board of Directors' meetings by means of audio/video conference call.
Please note that the Articles of Association and the notice of call of the Shareholders' Meeting are available on the website www.bancaifis.it.
***
Item 5) on the Agenda of the Shareholders' Meeting
Directors and Officers (D&O) third party liability insurance policy; related and consequent resolutions
Dear Shareholders,
With reference to item no. 5 on the agenda of the Shareholders' Meeting, the last discussion of the topic is recalled, held during the Board meeting of 16 December 2021 as well as the main elements of the resolution passed by the Shareholders' Meeting of 17 April 2014.
At that time the Shareholders' Meeting had, inter alia, resolved to grant the former CEO and former General Manager, each individually, all the most extensive powers to define at the natural expiry dates of the policy the subsequent renewals of the same at the best market conditions, it being understood that the increase in the annual cost should not exceed as a result of revaluations, adjustments and market situations of the same coverage that might be necessary, an amount equal to 20% of the cost established at that time by the same Shareholders' Meeting and therefore an "annual cost in line with the market trend and in any case not exceeding 110 (one hundred and ten) thousand Euro including tax charges").
It should also be noted that for the year 2022, within the limits of the Shareholders' delegation, the renewal of the (D&O) insurance cover was confirmed to Generali Italia S.p.A., through the Mestre Riviera XX Settembre Agency, which, also following an assessment conducted with leading brokers and companies present on the insurance market, was found to be the one with the best conditions.
The conditions below are effective 01/01/2022:
In view of the changed level of risk for the entire financial sector, the growth of the Group in terms of size and complexity and the constant increase in the cost of this type of risk in the insurance market, the Shareholders' Meeting of Banca Ifis is therefore asked to review and update the delegation limits provided for by the shareholders' resolution of 17 April 2014, in order to ensure the possibility for the Group to maintain an adequate level of coverage for this type of risk, possibly increasing the policy ceiling, in line with market and sector benchmarks.
Accordingly, the Shareholders' Meeting is requested to update the delegation limits originally set forth in the Shareholders' Resolution of 17 April 2014, for the annual renewal or renegotiation of the D&O policy, as proposed below.
Therefore, the Shareholders' Meeting is called upon to resolve on the following
"The Ordinary Shareholders' Meeting, having heard and approved the proposal of the Board of Directors under item no. 5 on the agenda
a) to authorise the renewal or renegotiation of the Directors and Officers (D&O) insurance cover, upon its expiry, by subscribing with the same counterparties or with another leading insurance company or brokerage firm, even jointly, a policy in line with the best practices in force on the international market, taking into account the specific nature of the Bank's and the Group's activities and within the scope of the most significant conditions indicated below:
b) to grant the CEO and the Joint General Managers, jointly and severally, all the most extensive powers to define, on the natural expiry dates of the policy, the renewals of the same at the best market conditions, without prejudice to the fact that the annual cost pertaining to the policy
shall not exceed, as a consequence of revaluations, adjustments and market situations of the same coverage that might be necessary, an amount equal to 20% of the cost established by today's Meeting.
***
Item 6) on the Agenda of the Shareholders' Meeting
Proposal of the Board of Statutory Auditors pursuant to Art. 13 of Italian Legislative Decree no. 39/2010 for the assignment of the statutory audit engagement for financial years 2023‐ 2031; related and consequent resolutions.
Dear Shareholders,
With the approval of the financial statements for FY 2022, the audit mandate conferred on EY S.p.A. by the Shareholders' Meeting of 17 April 2014 for FYs 2014‐2022 will expire.
Note that the Banca Ifis Board of Statutory Auditors, acting as Internal Control and Audit Committee, has deemed it appropriate to bring the start of the selection procedure forward for the assignment of the statutory audit engagement for the period 2023‐2031, in view of the prohibition set out in Art. 5 of the European Regulation which, in order to protect the independence of the auditor, requires the latter to refrain from providing certain types of services other than the statutory audit of the accounts already starting from the financial year immediately preceding the first year of the audit (the "cooling‐in period").
Article 17 of Italian Legislative Decree no. 39/2010 envisages that, for companies issuing securities admitted to trading on regulated markets in Italy and in the European Union, the audit engagement shall last for nine financial years, with the exclusion of the possibility of renewal if at least three financial years have not elapsed since the date of termination of the previous engagement.
The engagement entrusted to EY S.p.A. cannot be renewed, since the nine years provided for by the above‐mentioned Article will be completed by 2022.
The proposal regarding the assignment of the statutory audit of the individual and consolidated financial statements of Banca Ifis Spa for each of the nine financial years ending 31 December 2023 to 31 December 2031 and for additional assignments strictly related to the statutory audit activity for the nine‐year period 2023‐2031 is therefore submitted for your examination.
In this regard, it should be noted that Art. 13 of Italian Legislative Decree 39/2010 states that the Ordinary Shareholders' Meeting is called, following a reasoned proposal made by the control body, to confer the statutory audit engagement and to determine the relevant fee due to the independent auditing firm, for the entire term of office, as well as any criteria on which basis to adjust said fees during the term of the engagement.
In the light of the above, the Board of Directors hereby submits for the examination and approval of the Shareholders' Meeting the reasoned proposal of the Board of Statutory Auditors concerning the engagement for the statutory audit of the accounts for FYs 2023‐2031, which is attached to this Report.
Engagement for the statutory audit of the accounts: integration of the fees; related and consequent resolutions.
The Board of Directors of the Bank hereby submits to the Shareholders' Meeting for its examination and approval, the reasoned proposal of the Board of Statutory Auditors regarding the integration of the time and the fee to be paid to the independent auditing firm EY S.p.A., entrusted with the statutory audit of the accounts for FYs 2014‐2022 for the increased activities carried out on the audit of the 2021 financial statements.
The proposal formulated by the Board of Statutory Auditors will be made available within the terms and conditions established by the law, by 7th April 2022.
Venice ‐ Mestre, 18 March 2022
Dear Shareholders,
With the approval of the financial statements as at 31 December 2022, the mandate for the statutory audit of the accounts conferred on Ernst & Young SpA will expire.
In accordance with current legislation, defined by European Regulation no. 537/2014 (hereinafter the "Regulation") implemented in Italy by Legislative Decree no. 135/2016, this mandate is no longer renewable and a new statutory audit appointment must be made by the Shareholders' Meeting on the reasoned proposal of the Board of Statutory Auditors in its capacity as the Internal Control and Audit Committee, pursuant to Art. 19 of Italian Legislative Decree no. 135/2016, following a special selection procedure in accordance with the criteria and methods set out in Art. 16 of the said Regulation.
The Board of Statutory Auditors of Banca Ifis, acting in its capacity as the Internal Control and Audit Committee pursuant to Art. 19, paragraph 2, letter c) of Italian Legislative Decree no. 39/2010 (the "Committee"), has deemed it appropriate to bring the start of the selection procedure forward for the assignment of the statutory audit for the period 2023 - 2031, in view of the prohibition set out in Art. 5 of said European Regulation which, in order to protect the independence of the auditor, requires the latter to refrain from providing certain types of services other than the statutory audit of the accounts already starting from the financial year immediately preceding the first year of the audit.
In light of the foregoing, it was deemed appropriate to envisage that the Shareholders' Meeting, called to approve the financial statements of Banca Ifis S.p.A. as at 31 December 2021, should also be called upon to resolve on the choice of Banca Ifis S.p.A.'s new independent auditor, as well as to approve the latter's remuneration and related adjustment criteria, based on the Board's reasoned proposal.
In compliance with the provisions of Art. 16 of the European Regulation, as it is an assignment of statutory audit of a Public Interest Entity ("PIE") as defined in Art. 16 of Italian Legislative Decree no. 39/2010 ("Decree"), the proposal formulated and submitted by the Board of Statutory Auditors provides for two possible alternatives for the assignment and indicates the reasoned preference for one of the two.
The process of assessing the offers was guided by the Board of Statutory Auditors
and supported by the Corporate Accounting Reporting Officer (the "Reporting Officer") and his team (together referred to as the "Working Party"), which the Board met 7 times in order to constantly monitor the progress of the whole process. In addition, the Board of Statutory Auditors held 5 meetings and a number of conference calls to discuss the matter at hand and met with the candidate audit firms with the support of the structure of the Reporting Officer.
In continuity with the approach already adopted for some time, the Parent company has chosen the figure of the Group's sole auditor, also in order to increase the efficiency of the Banca Ifis Group's auditing process, since the company appointed to audit the consolidated financial statements is entirely responsible for expressing the related opinion (European Directive 2006/43/EC and, for Italy, Legislative Decree no. 39/2010). However, the procedure ensured the decision-making autonomy of the competent bodies of the Group companies.
In line with the aforementioned approach, the offer request was made by Banca Ifis S.p.A. also in the name and on behalf of the other Entities of the Group, including the other Entities of the Group qualified as Public Interest Entities - PIEs - and/or Entities subject to Intermediate Regime - ESIR -, both Italian and foreign or otherwise falling within the scope of consolidation. The Board of Statutory Auditors of the Parent company and the Corporate Accounting Reporting Officer (the "Reporting Officer") exchanged information regularly with the Control Bodies of the Subsidiary Entities.
At the same time as awarding the audit mandate for the Parent company, the latter will also sign an Audit Framework Agreement with the designated auditor containing the economic conditions applicable to all Group companies, binding for the entire nineyear period. Consequently, if a Group company decides to assign its mandate to the Auditor, or to a company in its network, it may do so under the terms set out in this Framework Agreement.
These quotations shall be considered binding for the offering Audit Firm, but shall, if used, be transformed into specific proposals to be approved by the competent bodies of each company, based on the applicable legal regulations.
The tender process was officially launched in September 2021, requiring six companies to submit their bids and supporting documentation no later than 5 November 2021.
The Request for Quotation, defined on the basis of market benchmarks, is characterised by a high degree of granularity of the information requested, both at an overall Group level and for the companies included in the consolidation area. This approach made it possible to define in advance the contractual conditions for each individual company at Group level to be incorporated, if necessary, in the individual
contracts following the appointment.
The Request for Quotation included:
The services included in the scope of the tender are listed below:
Limited audit of the consolidated non-financial statement - NFS
The selection procedure was defined and carried out in full compliance with Art. 16 of the European Regulation with the aim of guaranteeing a high quality of the statutory audit service, adequate to the size and structure of the Group.
As a preliminary step, the Board of Statutory Auditors shared with the competent corporate structures the criteria taken into account for the identification of the audit firms to be invited to participate in the tender, the structure of the offer request, the criteria for the assessment of the proposals received, as well as the procedures for the assignment of the related score.
In order to identify the audit firms to be invited to tender, it was determined that they should meet the following standards:
Six companies were identified (BDO Italia S.p.A., KPMG S.p.A., Deloitte & Touche S.p.A., Mazars Italia S.p.A., PricewaterhouseCoopers S.p.A. and Ria Grant Thornton S.p.A.), which were deemed to comply with the above-mentioned standards.
Five of the six companies invited produced the required documentation, while Grant Thornton S.p.A. decided not to submit any offer.
Moreover, following the meetings between the working party and the Bank's Management, the latter came to focus on the greater strategic importance of the Deloitte & Touche network in its capacity as consultant and this condition was also officially recognised by Deloitte & Touche which consequently proceeded to withdraw its Offer. Therefore, the Bank's Management invited the working party not to consider Deloitte & Touche among the possible candidates for statutory audit services in order to avoid conditions of incompatibility between the audit itself and the consulting activities being carried out.
The Board first identified the evaluation parameters to be used in analysing the proposals received. Each identified item was assigned a specific relevance.
The quality parameters were traceable to three macro areas:
The quantitative criterion used, on the other hand, concerned the economic value of the services offered in the tender (both mandatory and voluntary), the cost of expenses and any methods of adjusting fees.
Each of the identified drivers was analysed and evaluated, assigning a score between 1 and 3 (where the score of 3 was attributed to the offer judged best for that specific parameter).
The 4 macro areas were then assigned a weighting level.
As specified above, five of the six companies invited produced the required documentation, while Grant Thornton S.p.A. decided not to submit any offer.
In addition, the Board of Statutory Auditors took note of the decisions taken by the Bank's Management regarding the predominant consulting role configured for Deloitte & Touche S.p.A. and therefore did not proceed to analyse and evaluate this offer.
Following the preliminary analysis of the offers received, it was decided to limit the subsequent comparative evaluation to three offers as the working party considered Mazars Italia S.p.A. not fully responsive to the needs of the Banca Ifis group mainly in light of the limitation in the eventual assumption of the position following the previous position held in Farbanca S.p.A. and also for the dimensional characteristics of the same.
The Board of Statutory Auditors and the Reporting Officer, on the basis of the Working
Party's analyses, then analysed the offers received from PWC, KPMG and BDO Italia S.p.A. and discussed the related assessments (which, with regard to the technical expertise of the teams, involved an analysis of the technical expertise of the team members, also accrued within the Group, in order to arrive at an overall qualitative assessment of the teams intended as a result of the experience of the individuals), meeting separately with the representatives of these companies on 22 November 2021 in order to acquire further assessment elements in addition to those already included in the offers' sets of documents.
The documentation gathered, the meetings held and the analyses conducted have highlighted the high quality of the bids received and the professionalism of the audit teams presented.
With regard to the audit firm BDO, despite the quality of the documentation received, it was felt that the size element of the firm and of the team dedicated to financial institutions was a discriminating factor with respect to the other two offers examined. Therefore, the table below shows the main economic components in terms of cost and quantification of the dedicated hours of the two selected companies:
| KPMG | PWC | |||||
|---|---|---|---|---|---|---|
| Banca Ifis | Hours | Fees | Hours | Fees | Hours | Fees |
| From the 1st year of the assignment onwards |
1st year of assignment | From the 2nd year onwards |
||||
| Audit of the financial statements |
2.225 | 160.462 | 1.660 | 93.000 | 1.381 | 93.000 |
| Verification of regular bookkeeping |
116 | 7.726 | 150 | 8.500 | 124 | 8.500 |
| Opinion on the consistency of the Report on Operations with the contents of the financial statements |
29 | 1.931 | 121 | 6.980 | 100 | 6.980 |
| Checks relating to the calculation of the contribution to the National Guarantee Fund |
29 | 1.931 | 31 | 1.900 | 24 | 1.900 |
| Signing tax returns | 44 | 2.897 | 90 | 5.700 | 75 | 5.700 |
| Audit of the consolidated financial statements |
232 | 16.750 | 634 | 35.000 | 527 | 35.000 |
| Audit of the consolidated half year financial report |
363 | 26.173 | 332 | 18.000 | 276 | 18.000 |
| Certification for the purposes of inclusion in primary tier 1 capital of profit being made at the end of the financial year |
120 | 8.664 | 611 | 34.000 | 500 | 34.000 |
| Limited review of the Consolidated Non-Financial Statement |
500 | 36.100 | 430 | 26.000 | 379 | 26.000 |
|---|---|---|---|---|---|---|
| Total Banca Ifis | 3.658 | 262.634 | 4.059 | 229.080 | 3.386 | 229.080 |
| Total subsidiaries | 5.836 | 397.366 | 7.169 | 439.520 | 6.541 | 439.520 |
| Total Banca Ifis Group | 9.494 | 660.000 | 11.227 | 668.600 | 9.927 | 668.600 |
It is deemed appropriate to point out that in its proposal PWC communicates that, with regard to the entity resulting from the merger by incorporation between Credifarma S.p.A. and Farbanca S.p.A., the Audit Firm foresees a reduction impact of approximately 50% of the estimated hours and related fees for the incorporated company Credifarma.
With regard to further aspects of the economic component of the two offers, it should be noted that:
The results of the qualitative and quantitative assessment and the final ranking of the two offers, grouped by macro-category, approved by the Board of Statutory Auditors during the meeting held on 12 January 2022, are shown below.
| Maximum score of the macro |
Scores awarded | |||
|---|---|---|---|---|
| category | PWC | KPMG | ||
| Organisation and experience - S | 10,50 | 8,75 | 9,00 |
| Technical expertise of the team and mix of professional figures - T |
17,25 | 11,50 | 12,25 |
|---|---|---|---|
| Adequacy of the Audit Strategy and Plan, total hours - F |
20,25 | 19,50 | 12,50 |
| Total cost of services - E | 4,50 | 3,75 | 3,75 |
| TOTAL | 52,50 | 43,50 | 37,50 |
The individual macro-categories of evaluation parameters were then weighted for relevance as described in the table below, which sets out the final score assigned.
| Weighting of |
Final scores | |||
|---|---|---|---|---|
| scores awarded | PWC | KPMG | ||
| Organisation and experience - S | 10% | 0,9 | 0,9 | |
| Technical expertise of the team and mix of professional figures - T |
40% | 4,6 | 4,9 | |
| Adequacy of the Audit Strategy and Plan, total hours - F |
40% | 7,8 | 5,0 | |
| Total cost of services - E | 10% | 0,4 | 0,4 | |
| TOTAL | 13,7 | 11,2 |
Thus said, the Board of Statutory Auditors, in relation to the assignment of the engagement for the statutory audit of the accounts of Banca Ifis S.p.A. for the nineyear period 2023 - 2031, on the basis of the selection procedure, the offers received, the evaluations carried out and the results of the same, considering that Article 16 of European Regulation no. 537/2014 provides that the reasoned proposal to the Shareholders' Meeting must contain at least two possible alternatives for the assignment and requires the expression of a duly justified preference for one of them, hereby
to the Shareholders' Meeting of Banca Ifis S.p.A., pursuant to Art. 16, paragraph 2, of European Regulation no. 537/2014 as well as Art. 13 and 17 of Italian Legislative Decree no. 39/2010, the two proposals concerning the mandate for the statutory audit of the accounts of Banca Ifis S.p.A. for the nine-year period 2023-2031, formulated by PricewaterhouseCoopers S.p.A. and KPMG S.p.A., whose economic components have been summarised above,
a unanimous preference for the company PriceWaterhouseCoopers S.p.A., since it scored higher in terms of quality and essentially equal economic conditions at Group level. The main elements of the offer considered qualifying and such as to motivate the preference expressed in favour of this tenderer were as follows:
In compliance with Article 16, paragraph 2 of EU Regulation 537/2014, the Board of Statutory Auditors declares that this recommendation has not been influenced by third parties and that none of the type clauses referred to in paragraph 6 of the aforementioned Article 16 of the Regulation have been applied.
**************
Dear Shareholders,
You are therefore invited to approve the proposal concerning the assignment to PriceWaterhouseCoopers S.p.A. of the tasks relating to the provision of "statutory audit services", as defined above, in favour of Banca Ifis S.p.A. for the financial years 2023-2031 according to the contents, terms including the criteria for the adjustment of the fees, and methods proposed by the Board of Statutory Auditors, for an annual fee
(net of ISTAT increases, out-of-pocket expenses, VAT and supervisory fee) equal to 229.080 Euro, as follows:
• 150.080 Euro for the financial statements corresponding to 2.663 hours of work for the first year of the assignment and 2.204 hours from the second year of the assignment onwards (fees and hours include activities relating to the verification of the regular bookkeeping, assessment of consistency of the Report on Operations with respect to the contents of the financial statements, checks relating to the calculation of the contribution to the National Guarantee Fund, signing of tax declarations and certification for the purposes of inclusion in primary tier 1 capital of the profit being made at the end of the year);
• 35.000 Euro for the consolidated budget corresponding to 634 hours of work for the first year of assignment and 527 hours from the 2nd year of assignment onwards;
• 18.000 Euro for the consolidated half-year financial report corresponding to 332 hours of work for the first year of assignment and 276 hours from the 2nd year of assignment onwards;
• 26.000 Euro for the non-financial statement, corresponding to 430 hours of work for the first year of assignment and 379 hours from the 2nd year of assignment onward.
Venice, 12 January 2022
For the Board of Statutory Auditors
The Chairman
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.