The Board assessment process focuses on the role, size, composition and functioning of the Board of Directors and the committees. It is conducted with the assistance of an independent expert for greater impartiality.
An internal regulation approved by the Board of Directors formalizes the steps in the process to create a standardized assessment over the years for more comparable results.
A three-step process
The Board assessment process is compliant with regulatory requirements (EBA guidelines on internal governance, EBA/ESMA guidelines on the assessment of the suitability of members of the management body and the EBC Guide to fit and proper assessments) and the Code of Conduct.
Results of the 2019 Board assessment
The Board assessment was conducted between March and July 2019 and painted a positive picture, confirming the effectiveness of the Board’s work.
In particular, the following points emerged:
- the composition (in terms of size, expertise, background, diversity of qualifications and gender and the number of independent members) is considered adequate;
- the flow of information ahead of the meetings, documentation on risks and risk controls and the breakdown of budget and actual data by business area are all satisfactory;
- the Board members were satisfied with the Board’s work in terms of the number and duration of the meetings, the level of debate and the minutes of the meetings, as well as the induction and training agenda;
- Board members were appreciative of the ways in which the Chairman informs, directs and stimulates discussion at Board meetings and his leadership;
- the participation of the heads of control units and the group’s main business areas in Board and induction meetings was appreciated;
- the assessment of the composition and functioning of the Board and the committees (adequacy and self-assessment) was largely positive, confirming the effectiveness of the work done;
- the role, functioning, composition and size of the Executive, Appointments, Remuneration and Risk Committees were judged to be excellent.
It highlighted the following improvement points:
- devote more space to sustainability on the Board’s agenda;
- scale up the participation of the group’s senior managers in meetings;
- increase the level of detail in the meeting minutes and encourage livelier discussion;
- periodic reporting to the Appointments Committee and the Board on the composition of the main subsidiaries’ governing bodies;
- comment on the rationale behind the main decisions taken by the appointed bodies.