Report on Corporate Governance and Shareholding Structure 2022
Pursuant to Art. 123-bis of the Consolidated Finance Act ("TUF") (traditional administration and control model) Website:www.bancaifis.it
Document approved by the Board of Directors at its 09 March 2023 meeting
Banca Ifis | 2022 Report on Corporate Governance and Shareholding Structure | |
Contents | |
Background | 4 |
Glossary | 5 |
1. Issuer Profile | 6 |
Shareholders | 7 |
Corporate governance model | 7 |
Shareholders' Meeting | 8 |
Board of Directors | 9 |
Board committees | 10 |
Board of Statutory Auditors | 10 |
2. | Information on the shareholding structure as at 31 December 2022 | 11 |
2.1 Capital structure | 11 | |
2.2 Restrictions on the transfer of securities | 11 | |
2.3 Significant equity investments | 11 | |
2.4 Securities conferring special rights | 12 | |
2.5 Employee share ownership: mechanism for exercising voting rights | 12 | |
2.6 Restrictions on voting rights | 12 | |
2.7 Shareholder agreements | 12 | |
2.8 Change of control clauses and provisions of the Articles of Association relating to takeover bids | 12 | |
2.9 Powers to increase share capital and authorisations to purchase own shares | 13 | |
2.10 Management and coordination activities | 13 | |
3. | Board of Directors | 13 |
3.1 Role of the Board of Directors | 13 | |
3.2 Appointment and replacement | 16 | |
3.3 Composition | 18 | |
Diversity criteria and policies in Board composition and corporate organisation | 20 | |
Maximum number of offices held in other companies | 21 | |
3.4 Functioning of the Board of Directors | 26 | |
3.5 Role of the Chairman | 27 | |
Board Secretary | 28 | |
3.6 Executive directors | 29 | |
Chief Executive Officer | 29 | |
Chairman of the Board of Directors | 30 | |
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Banca Ifis | 2022 Report on Corporate Governance and Shareholding Structure
Information to the Board by the CEO 30
3.7 Independent directors and Lead Independent Director 31
Independent directors 31
Lead Independent Director 32
4. Corporate information management 33
5. Board committees 33
6. Director Self-Evaluation and Succession - Appointments Committee 34
6.1 Self-Assessment and Director succession 34
6.2 Appointments Committee 36
Composition and functioning of the Appointments Committee 36
Member of the Appointments Committee 37
7. Remuneration of Directors - Remuneration Committee 38
7.1 Remuneration of Directors 38
7.2 Remuneration Committee 38
8. Internal Control and Risk Management System - Control and Risk Committee 38
a Main characteristics of the existing risk management and internal control systems in relation to the financial
reporting process 47
a.1. Background 47 a.2. Description of the main characteristics of the existing risk management and internal control system in
relation to the financial reporting process (the "System") 48
a.2.1 Steps in the process of managing the risks of financial misstatement 48
a.2.2 Roles and Functions involved 49
8.1 Chief Executive Officer 49
8.2 Control and Risks Committee 50
Composition and functioning of the Control and Risks Committee 50
Functions assigned to the Control and Risk Committee 52
8.3 Head of the Internal Audit Function 54
8.4 Organisational model pursuant to Legislative Decree no. 231/2001 55
8.5 Independent Auditors 57
8.6 Manager charged with preparing the company's financial reports and other corporate roles and
functions 57
8.7 Coordination between the parties involved in the internal control and risk management system 58
9. Directors' interests and related party transactions 59
10. Board of Statutory Auditors 61
10.1 Appointment and replacement 61
10.2 Composition and operation 62
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Banca Ifis | 2022 Report on Corporate Governance and Shareholding Structure | |
Diversity criteria and policies | 66 |
Independence | 66 |
Remuneration | 67 |
Interest management | 67 |
11.
Shareholder relations
Access to information Dialogue with shareholders
67 67 67
12. Shareholders' Meetings
13. Considerations on the Letter from the Chairman of the Corporate Governance Committee
68 69 71
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Banca Ifis S.p.A. published this content on 30 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2023 08:50:05 UTC.