Banca Generali

The board of directors, comprised of 10 members, holds a central place in the company's governance system. The current board took office on 21 April 2009 (the date when the company's shares began trading).

The current board's term will expire when the 2011 accounts are approved by the AGM.

The board is invested with full powers for the ordinary and extraordinary management of the company. This includes the authority to grant cancellation and reduction of mortgages even against incomplete credit payment and to deliberate on all matters regarding the corporate purpose that are not reserved to the exclusive competence of the shareholder's meeting, as required by regulations in force.

According to Article 18 of the company's articles of association, the board is invested with decision-making powers in respect of establishing the company's general management policies and approving its strategic, industrial and financial plans and transactions of considerable economic, equity and financial importance, including those with related parties. These powers extend to the definition of the company's overall organizational layout, the approval and modification of internal regulations and setting up advisory or co-ordinating committees or commissions.

The board is the only corporate body empowered to pass resolutions on the setting up or closure of secondary offices, appoint board members invested with powers of corporate representation and signature as well as to decide on mergers, in the cases permitted under law, on the amendment of the provisions of the articles of association that may be incompatible with new regulatory requirements.

In its capacity as parent company of the Banca Generali group, the bank's board of directors is also assigned exclusive competence over resolutions concerning the purchase and sale of shareholdings by subsidiaries as well as for establishing the criteria for co-ordinating and managing group companies and for implementing the instructions issued by the Bank of Italy in the interest of the group's stability.

Finally, in line with regulations applicable to companies providing investment services, the board of directors is also invested with sole competence to determine the corporate policies, measures, processes and procedures best suited to containing risk, protecting the stability of the company's assets and ensuring prudent and healthy company management.
The board meets in general once a month.