Board of Directors
Our Board of Directors defines the guidelines that govern our actions. A strategy focused on sustainable development that creates value for all of our stakeholders.
Role of the Board of Directors
The Board of Directors is vested with full powers of ordinary and extraordinary management of the Company. It has the authority to resolve on all matters pertaining to the corporate purpose that are not reserved to the exclusive competence of the Shareholders’ Meeting by applicable legislation.
Article 18 of the Articles of Association vests the Board of Directors with broad decision-making powers susceptible of significantly impacting the life of the Company and the Banking Group, including, in particular: the power to define the general operating guidelines and approve the Company’s strategic, industrial and financial plans, as well as transactions that could have a significant impact on the Company’s capital, economic or financial position; the power to define the Company’s general organisational layout, approve and amend internal rules and regulations, as well as set up advisory or coordinating committees or commissions.
The Board is the only corporate organ empowered to pass resolutions on: the setting up or closure of secondary offices; appointment of the Board members vested with powers of corporate representation and signature; mergers, in the cases permitted under law; and the amendment of the provisions of the Articles of Association that may be incompatible with new imperative regulatory requirements.
The Board of Directors of the Bank, which is the parent company of the Banking Group, is also assigned exclusive competence over resolutions concerning the purchase and sale of shareholdings by subsidiaries belonging to the Banking Group, as well as the establishment of the criteria for coordinating and managing the Banking Group companies and the implementation of the instructions issued by the Bank of Italy in the interest of group stability.
Finally, pursuant to the current regulatory framework governing companies providing investment services, the Board of Directors is tasked with drawing up corporate policies, measures, processes and procedures aimed at containing risks and ensuring capital stability, as well as sound and prudent management.
Appointment of the Board of Directors
The Articles of Association provide for the Board of Directors of Banca Generali to be made up of no less than seven and no more than twelve members, appointed through the list voting system by the General Shareholders’ Meeting on the basis of the lists of candidates submitted by the shareholders. Those shareholders who alone or in conjunction with other shareholders represent the percentage of share capital envisaged for the Company by current applicable regulations are entitled to submit a list of candidates.
All Directors appointed shall fulfil the statutory requirements of independence set forth by applicable legal and regulatory provisions.
Directors hold office for a maximum of three financial years. Their term ends on the date of the meeting called to approve the financial statements of the last financial year of said term and they are eligible for reappointment.
Composition of the Board of Directors
The General Shareholders’ Meeting of 12 April 2018 established that the Board of Directors would be made up of 9 members and appointed the Board currently in office.
The term of the Board of Directors shall expire on the date of the General Shareholders’ Meeting called for approving the Financial Statements for the year ending 31 December 2020. The Board of Directors shall be made up of a majority of non-executive directors, while also ensuring an adequate gender balance, in compliance with applicable regulatory and statutory provisions. In order to guarantee a substantial equality, in its report concerning the ideal qualitative and quantitative composition of the Board drawn up for the meeting convened on 12 April 2018 to appoint the new Board, the Board of Directors establishes that at least one third of members belongs to the less represented gender as required by law and Article 15 of the Articles of Association (as amended by the resolution passed by the General Shareholders’ Meeting on 24 April 2013 to endorse the regulations on gender balance).
Non-executive and Independent Directors
Pursuant to the provisions of Article 37, paragraphs 1(d) and 1-bis, of the Consob Regulation adopted by Resolution No. 16191 of 29 October 2007, the Board of Directors must consist of a majority of independent Directors.
The Board of Directors currently in office is made up of 5 independent Directors.
The number and authoritativeness of the non-executive Directors are such as to ensure that their judgement carries a decisive weight in the decisions taken by the Board.
In accordance with the criteria set forth in the Board Rules and based on the information and declarations submitted by the Directors in question or otherwise acquired by the Board, the Board of Directors shall examine the fulfilment of the independence requirement whenever a new Director who qualifies as independent is appointed, as well as on a yearly basis with regard to all Directors. The Board of Statutory Auditors shall also be enabled to independently verify the outcome of the aforesaid assessment.
On its meeting of 12 April 2018, the Board of Directors found that Directors Giovanni Brugnoli, Anna Gervasoni, Massimo Lapucci, Annalisa Pescatori and Vittorio Emanuele Terzi qualified as independent Directors.
On its meeting of 7 February 2019, the Board of Directors confirmed that Directors Giovanni Brugnoli, Anna Gervasoni, Massimo Lapucci, Annalisa Pescatori and Vittorio Emanuele Terzi continued to qualify as independent Directors.
Board Meeting Attendance
This table shows the percentage attendance to the Board meetings held in 2019 by the member of the Board of Directors currently in office.
|Name||Role||Executive||Indipendent||% of meeting attendance||In office since|
|Giancarlo Fancel||Chairman||100%||12 April 2018|
|Gian Maria Mossa||CEO||x||100%||12 April 2018|
|Giovanni Brugnoli||Director||x||86%||12 April 2018|
|Annalisa Pescatori||Director||x||100%||12 April 2018|
|Anna Gervasoni||Director||x||100%||12 April 2018|
|Vittorio Emanuele Terzi||Director||x||100%||12 April 2018|
|Massimo Lapucci||Director||x||100%||12 April 2018|
|Azzurra Caltagirone||Director||86%||12 April 2018|
|Cristina Rustignoli||Director||93%||12 April 2018|