The Articles of Association are the act which, by complementing the current legal provisions, define the system of governance adopted by the Company, outlining - at the same time - the composition and functioning of the corporate bodies.
Abstract pursuant to art. 122 of d.lgs. 58/1998 and to art. 129 and art. 130 of the regulation approved by Consob resolution n. 11971/1999, as subsequently amended of the Shareholders' Agreements executed on 29 June 2018 among SGBS S.r.l., Fondazione CR Alessandria and Fondazione Sicilia and entered into force on 2 July 2018
As recommended by the Self-Regulatory Code of Conduct for Listed Companies, Banca Sistema adopted the "Rules of Proceeding for the Shareholders' Meeting", a document intended to promote the orderly and effective conduct of the ordinary and extraordinary Shareholders’ Meetings and to guarantee the right of every shareholder to discuss the matters on the agenda. The attached document was approved by the Shareholders' meeting on 3 June 2015.
The attached Regulation was adopted by the Board of Directors of Banca Sistema on 5 February 2016 (i) in order to take into account the provisions on organizational and corporate governance structure contained in the Legislative Decree no. 385/1993 ("TUB") as well as the supervisory provisions for banks issued by Bank of Italy (Circular no. 285 of 17 December 2013, Part One, Title IV) and (ii) in order to comply with the principles laid down in the Corporate Governance Code prepared by the Corporate Governance Committee for Companies Listed on the Italian Stock Exchange, to which the Bank adheres.
On the occasion of the meeting held on 15 December 2016 – and in accordance with the Bank of Italy Rules on Corporate Governance - the Board of Directors of Banca Sistema S.p.A. established and approved its own qualitative and quantitative composition (the "Qualitative and Quantitative Profile of the Board of Directors of Banca Sistema S.p.A."), which is considered 'optimal' for the purpose of proper performance of its responsibilities.