Appointment of the board of directors
Banca Generali is administered by a board of directors made up of no less than seven and no more than 12 members, who are appointed by the shareholders meeting, once it has established how many directors there should be. Board members are appointed on the basis of voting lists submitted by shareholders.
Board members must possess the legal requisites including, within the limits established by law, in terms of independence.
Members of the board of directors are appointed on the basis of lists of candidates. Lists may be submitted by shareholders who, alone or in conjunction with others, represent a percentage of the stock that meets the threshold envisaged for the company by current applicable regulations.
The lists submitted by shareholders must be filed at the registered office at least twentyfive day's prior to the date set for the shareholders meeting in first call.
Each list must be accompanied by exhaustive information regarding the personal and professional profile of the candidates as well as declarations in which each candidate attests, under his or her own responsibility, that there are no grounds for disqualification or incompatibility and that they possess all the legal requisites.
The appointment mechanism based on the so-called voting lists ensures transparency as well as timely and adequate information on the personal and professional profiles of the candidates.
Board members are appointed for a maximum term of three years, expiring on the date of the shareholders meeting called for the approval of the financial statements pertaining to the last financial year of their term, and are eligible for re-appointment.
Composition of the board of directors
The shareholders meeting of 12 April 2018 set the number of members of the board of directors at 9, fulfilling its task of appointing a new board to take office when the company's shares began trading.
The board's mandate will expire on the day of the shareholders meeting that will approve the 2017 accounts. The board must in general be composed of non-executive directors.
Non-executive and independent directors
Currently, the board is made up of five directors independent.
The number and acknowledged expertise of the company's non-executive directors lend their opinions decisive weight in the board's decision-making process.
The board of directors is required to consider whether directors are actually independent each time a new director is appointed who has the requisites to be independent and then on a yearly basis. This is done on the basis of the policies and procedures contained in the board of directors rules and by examining the information and declarations submitted by the interested party or any other information at its disposal. The board of statutory auditors must also be able to make its own assessment of this examination process.
The board of directors, at its meeting of 12 April 2018, verified the independence of, Giovanni Brugnoli, Anna Gervasoni, Massimo Lapucci, Annalisa Pescatori and Vittorio Emanuele Terzi.