Banca Generali

Banca Generali's board of directors has set up an audit committee, invested with consultative and recommendatory functions in respect of internal controls. The committee assists the board in laying down the guidelines of the internal control system, periodically checking their appropriateness and effectiveness and ensuring that the company's main risks (credit, financial and operating risks) are promptly identified and suitably managed, in concert with the specific corporate departments involved.

Only non-executive directors may sit on the committee but they must also meet the further requirement of independence (as defined in the Corporate Governance Code of Listed Companies adopted by the Italian Stock Exchange). The number of members has been set at three, with at least one of them having acknowledged experience of accounting and finance.

The current committee was initially appointed by the board of directors on 21 Aprile 2009. The audit committee is made up of the following three people.

Committee members remain in office until the board that appointed them expires and are entitled to annual remuneration.

Committee meetings are generally held at least four times a year and, in any event, with the timeliness necessary to allow a full treatment and discussion of any matters on which the committee is to report of the board of directors. Along with committee members, the chief executive officer and chairman of the board of statutory auditors attend committee meetings. At the invitation of the committee chairman, committee meetings may also be attended by other senior company executives, heads of internal control departments, the executive in charge of drawing up the company's financial reports and any other people whose presence may be useful.