The current Board of Directors, with 9 members, was appointed by the Ordinary Shareholder's Meeting held on 23 April 2018 for the financial years 2018-2020; its mandate will expire upon the approval of the latter year's financial statement.
The current Board of Statutory Auditors, with 3 effective statutory auditor and 2 alternate auditors, was appointed by the Ordinary Shareholder's Meeting held on 27 April 2018 for the financial years 2017-2018-2019; its mandate will expire upon the approval of the latter year's financial statement.
Marco Armarolli is chartered accountant and auditor. Partner at professional firm Studio Rock, he is responsible for tax and corporate consulting to major Italian groups and medium-sized companies, drafting of financial statements, tax returns and reports, and firm circular letters. Author of articles published by "Azienda e Fisco" magazine and by Il Sole 24Ore column "l'Esperto Risponde". Member of several Boards of Statutory Auditors in listed and unlisted industrial and financial companies.
Partner of a Milan based tax firm, Daniela D'Ignazio advises multinational companies on Restructuring and M&A transactions. Main areas of expertise are international tax, double taxation, transfer pricing, OIC and IAS/IFRS accounting standards, and tax litigation.
The system of Corporate Governance adopted by the Company provides for the establishment, within the Board of Directors, of Board Committees with investigative, advisory and/or recommendation functions concerning particularly "sensitive" and economically, financially and strategically significant matters, in order to have both a discussion of opinions and a series of checks to ensure that the Board takes conscious and effectively informed decisions.
The Board of Directors of the Company established (for the duration of the term of office of the Board) the following Committees.
The Committee has, among its competence, the task of assisting the Board of Directors by carrying out preliminary activities on both a consultancy and advisory in connection with evaluation and decisions regarding the Internal Control System and Risk Management of the Company.
Taking into account the recommendations of the Self-Regulatory Code of the Italian Stock Exchange and national and international best practices, on the occasion of the meeting held on 24 May 2018, the Board of Directors confirmed the mission of the Committee. The Committee also took on the functions of the Committee for transactions with parties in conflict of interest, pursuant to CONSOB regulation containing the provisions relating to transactions with related parties. The Committee is composed of four members, three of which fulfills the requirement of independence as provided by provisions of the law and regulations as well as the Articles of Association in force, all with adequate professional experience in accounting and finance or risk management; at least one member must be in possession of specific professional qualifications and, in particular, an adequate experience in accounting and finance or risk management. The Committee composition consists of the following members, updated by 21 September Board of Directors:
The Committee plays an advisory and consulting role in the identification of the optimal composition of the Board of Directors, indicating the professional figures whose presence may facilitate its correct and efficient functioning and, if needed, contributing to the preparation of the plan for the succession of executive directors.
Taking into account the recommendations of the Self-Regulatory Code of the Italian Stock Exchange and national and international best practices, on the occasion of the meeting held on 11 May 2018, the Board of Directors appointed as member of the Commitee three non-executive directors, the majority of which fulfills the requirement of independence. The Committee composition consists of the following members:
The Committee plays a proactive role carrying out preliminary activities to the benefit of the board of directors, in connection with the definition of a remuneration policy for directors and key managers.
Taking into account the recommendations of the Self-Regulatory Code of the Italian Stock Exchange and national and international best practices, on the occasion of the meeting held on 24 May 2018, the Board of Directors approved the mission of the Committee, composed of three non-executive directors, the majority of which fulfills the requirement of independence (all with adequate knowledge and experience in finance or remuneration policies). The Committee composition consists of the following members:
The Committee has the task of analyzing the system of ethical principles and conduct adopted by the Bank as well as submitting proposals to the Board of Directors aimed at updating and improving them. The Committee has also the task of supervising the publication of the Corporate Social Responsibility Report and the guidelines for external corporate communications in this area. The Board of Directors established that the permanent members of the Committee are the Deputy Chairman of the Board of Directors, an Independent Director and the Director of Legal Affairs. The office of Chairman is taken over by the Deputy Chairman of the Board of Directors. The composition of the Committee, as resolved upon by the Board of Directors on the occasion of the meeting held on 24 May 2018, consists of the following members, updated by 21 September Board of Directors:
According to the Italian Legislative Decree 231/01, n. 231, the Board of Directors of the Company appointed the Supervisory Committee, whose mission is to supervise the functioning of and compliance with the Organization and Management of Banca Sistema and to ensure its updating.
On the occasion of the meeting held on 11 May 2018, the Board of Directors resolved upon the adoption of new criteria relating to the requirements of the members of the Supervisory Committee, which can be composed of a non-executive and independent director or by an independent third party with a consolidated experience in the 231 matters and by the Internal Audit Director. The Chairmanship of the Supervisory Committee is assigned to the Chairman of the Board of Statutory Auditors that, in representation of the Statutory Auditors, can guarantee and ensure the adequacy of all departments involved in the control system, the proper fulfillment of duties and the adequate coordination of the same functions, by promoting action to correct any deficiencies and irregularities detected. The presence of such members guarantees the effective independence of the Supervisory Committee with respect to the corporate hierarchy, ensuring a constant connection with the Board of Directors which is responsible, ultimately, to ensure the effective implementation of the management model.
A detailed description of the Supervisory Committee responsibilities and functioning have been included in the new Organization and Management Model approved by the Board of Directors. The Committee composition consists of the following members:
The Committee of the Chief Executive Officer (Management Committee or CEO Committee) is responsible for assisting the CEO for all matters relating to the government of the Bank, the exchange of information and the definition of the agenda of the Board of Directors as well as other Board Committees.
It aims to share the decisions delegated to the CEO with the management of the Bank. Supports the CEO into the development of policies related to the HR processes and the rewarding system.
The heads of each single Department regularly report to the Committee their activities and future plans.
Our development strategy is based on the strong relation between bank and enterprises and focuses on creating financial, economic, environmental and cultural value and sustainability for our Society.
Our approach to sustainability addresses both our economic and social impacts and fulfill the following principles:
The Bank recognizes the fundamental principle of respect for the laws and regulations. In performing its functions and exercising its activities, the Bank complies with the rules in force and company regulations, always applying them in all honesty and intelligibility.
The Bank is committed in conducting its activities by respecting the principles of legality, justice, transparency and accuracy, even of the accountings, in accordance with regulations and procedures to guarantee the performance and the management of the company accordingly.
The Bank aims to constantly improve the efficiency of its business processes through the proper combination of corporate resources, procedures and organizational models, as it should be to combine the satisfaction of customers' needs with the effectiveness of management.
The Bank encourages a proactive attention to the future, in a dynamic and flexible view of financial and economic sustainability, which results in a constant modernization of activities and products, and to act with a sense of responsibility in the promotion and protection of company resources.
The Bank promotes the respect of cultural identity, political and religious views of all people. The centrality of the person is tangible in the protection and transparency to shareholders and dynamic participation in the social life of the local communities.
The Bank promotes internal communication as a means to boost its employees and develop the importance of teamwork, by enhancing the cooperation between various teams, the sharing of expertise and the ability to support others in times of greater commitment.
We hope that principles presented in these pages are not solely respected by those who are required to do so, as employees, directors or partners of the Bank, but represent a shared vision for everyone, at a personal level, in their family, community, life.