Audit and risk committee

last update  15/09/2014
 
 

Banca Generali's Board of Directors has set up an 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 management of the enterprise in accordance with the strategic goals identified, in liaison with the responsible company functions.

Only non-executive and independent directors may sit on the committee (as defined in the Corporate Governance Code of Listed Companies adopted by the Italian Stock Exchange). The number of members has been set at four, with two of them having also acknowledged experience of accounting and finance.

The current Committee was initially appointed by the Board of Directors on 21 April 2009. On 29 September 2010, the Board of Directors resolved to raise the number of the Committee members from three to four.On 23 March 2011 a Committee member has resigned. On 10 May 2011 the Board of Directors appointed a new member of the Committee. On 21 February 2012, pursuant to the Corporate Governance Code approved in December 2011, the Board of Directors renamed what was then known as the “Audit Committee” the “Audit and Risk Committee” and also simultaneously redefined functions assigned to said Committee. The Audit and Risk Committee is made up of the following members.

Mario Francesco Anaclerio

Mario Francesco Anaclerio

Independent, non-executive director
 

Independent: Yes
Starting date: 24 April 2012
Starting date in audit commettee: 24 April 2012

 
Paolo Baessato

Independent, non-executive director
 

Independent: Yes
Starting date: 24 April 2012
Starting date in audit commettee: 24 April 2012

 
Giovanni Brugnoli

Giovanni Brugnoli

Independent, non-executive director
 

Independent: Yes
Starting date: 24 April 2012
Starting date in audit commettee: 24 April 2012

 
Anna Gervasoni

Anna Gervasoni

Independent, non-executive director
 

Independent: Yes
Starting date: 24 April 2012
Starting date in audit commettee: 24 April 2012

 

Ms Cristina Rustignoli, the Board Secretary, also serves as Committee secretary.

Committee members are appointed for a period that is coterminous with the term as Directors and are entitled to annual remuneration plus an attendance fee payable for each meeting they attend.

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 may be requested or required to report of the Board of Directors. Apart from Committee members, the Managing Director and the Chairman of the Board of Auditors shall attend Committee meetings. At the invitation of the Committee Chairman, Committee meetings may also be attended by other top managers, the head of control functions, the heads of other corporate departments, the manager in charge of drawing up the company’s accounting documents and any and all other persons whose presence may be considered useful.

Generali Group
Numero Verde 800-155155