Board Committees
Committees, set up to improve the functioning of the board, are primarily consultative and recommendatory. They are composed exclusively of non-executive directors.
Board of Committees
The Bank of Italy Circular No. 285 and the Corporate Governance Code set forth a recommendation for listed companies to set up certain Committees within their Boards of Directors, to be assigned responsibility for specific matters.
The roles of these Committees, set up for the purposes of improving the functioning of the Board, are primarily consultative and recommendatory.
In compliance with the foregoing provisions, the Board of Directors of 18 April 2024 passed a resolution to establish the following five Board Committees exclusively made up of non-executive and independent Directors:
- Nomination and Governance Committee;
- Internal Audit and Risk Committee;
- Remuneration Committee;
- Credit Committee;
- Sustainability & Innovation Committee.
These Committees shall be dissolved upon termination of the Board of Directors, for any reason whatsoever.
Nomination and Governance Committee
The Board of Directors of Banca Generali has set up a Nomination and Governance Committee which provides it with advice and proposals regarding matters related to nominations and governance issues, on which it has the necessary competencies and independence to formulate its assessments.
The current Committee was appointed by the Board of Directors on 12 April 2024, and is made up by the following Directors (all non-executive and independent):
The Secretary of the Nomination, Governance and Sustainability Committee is the General Counsel and Secretary of the Board of Directors, Carmelo Reale.
In addition to Committee members, Committee meetings are attended by the Chairman of the Board of Statutory Auditors or another Auditor delegated with such task, it being understood that other Auditors may also attend. Upon invitation by the Committee Chairman, non-members may also attend the meetings in light of specific items placed on the agenda.
The Rules Regulating the Proceedings of Meetings of Board of Directors and of Internal Committees is available on Corporate Documents
Internal Audit and Risk Committee
Banca Generali's Board of Directors has set up an Internal Audit and Risk Committee vested with consultative and recommendatory functions in respect of internal controls and risk management. The Committee assists the Board of Directors in laying down the guidelines of the internal control and risk management system, periodically checking that said system is adequate to the Bank’s characteristics and risk profile, reviewing its effective functioning and also ensuring that the major company risks (credit, financial and operating risks) have been identified, adequately measured, managed and monitored, as well as determining the degree to which such risks are compatible with corporate governance in line with the strategic goals identified, in liaison with the responsible company functions.
In accordance with the Corporate Governance Code for Listed Companies, all members of the Committee are non-executive, independent Directors. Banca Generali’s Board of Directors has set the number of members of the Internal Audit and Risk Committee at five and is currently made of the following Directors:
The Secretary of the Audit and Risks Committee is the General Counsel and Secretary of the Board of Directors, Carmelo Reale.
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 and all matters on which the Committee shall report of the Board of Directors.
In addition to Committee members, meetings are attended by the Chairman of the Board of Statutory Auditors or another Auditor delegated with such task, it being understood that other Auditors may also attend. At the invitation of the Committee Chairman, meetings may also be attended by other top managers, the Compliance Officer, the Head of Internal Audit, the Risk Management Officer, the Heads of other corporate functions, the Manager in charge of preparing Banca Generali's financial reports and any and all other persons whose presence may be useful.
The Rules Regulating the Proceedings of Meetings of Board of Directors and of Internal Committees is available on Corporate Documents
Remuneration Committee
The Board of Directors of Banca Generali has set up a Remuneration Committee. The Committee’s provides advice and submits proposals to the Board of Directors on remuneration-related matters; it has the necessary competencies and independence of judgement to formulate its assessments concerning the appropriateness of remuneration and incentivisation policies and plans and their effects in terms of risk taking and risk management.
The current Committee was appointed by the Board of Directors on 18 April 2024, and is made up of the following members, who are all independent and non-executive Directors:
The Secretary of the Remuneration Committee is the General Counsel Carmelo Reale.
All members of the Committee are non-executive and independent.
In addition to Committee members, meetings are attended by the Chairman of the Board of Statutory Auditors or another Statutory Auditor delegated with such task, it being understood that other Auditors may also attend. Upon invitation by the Committee Chairman, non-members may also attend the meetings in light of specific items placed on the agenda.
The Rules Regulating the Proceedings of Meetings of Board of Directors and of Internal Committees is available on Corporate Documents
Credit Committee
The Board of Directors of Banca Generali has set up a Credit Committee. The Committee’s provides advice and submits proposals to the Board of Directors on credit, with particular reference to the Bank’s assessment of credit practices.
The current Committee was appointed by the Board of Directors on 18 April 2024, and is made up of the following members, who are all independent and non-executive Directors:
The Rules Regulating the Proceedings of Meetings of Board of Directors and of Internal Committees is available on Corporate Documents
Sustainability and Innovation Committee
The Board of Directors of Banca Generali has established the Sustainability and Innovation Committee. The Committee has investigative, advisory and propositional functions, in support of the Board of Directors, on sustainability and innovation issues.
The current Committee was appointed by the Board of Directors on April 18, 2024 and is composed of the following members, all of whom are independent and nonexecutive directors: