Clear roles and responsibilities
We have adopted a traditional governance model that clearly establishes the roles and responsibilities of the governing bodies to protect shareholder interests while ensuring management benefits from the best operating conditions.
- The Board of Directors is responsible for strategic oversight. Appointed by the shareholders, the board resolves on the bank’s strategic guidelines and monitors their implementation, approves the acquisition and sale of significant investments.
- The Executive Committee and the Chief Executive Officer are responsible for business management and the implementation of the strategic guidelines.
- Appointed by the shareholders, the Board of Statutory Auditors, is responsible for controls.
In accordance with the recommendations in the Code of Conduct and the requirements of the Bank of Italy, we have set up six board committees: Risks, Related Parties Committee, Remuneration, Appointments and Corporate Social Responsibility (CSR) and Committee pursuant to article 18, paragraph 4 of the Articles of Association.
Fifteen years ago, our group started a transformation process, and has progressively evolved from a holding company to a specialized financial group. Our business model has evolved alongside the changes in our ownership structure.
In recent years, we have strived to simplify, strengthen and improve our governance, embracing international best practices, not merely to comply with stringent regulations and the requirements of the Code of Conduct, but also to fully satisfy the expectations of the increasingly numerous institutional investors among our shareholders.
This improvement process has driven the Board of Directors to evolve. Today, our board is leaner and highly independent with more gender diversity and members elected from minority lists.
Given the growing importance of non-financial factors (ESG) in the business world, in 2019 we set up a Board Committee specifically devoted to CSR reinforcing the Sustainability Committee already in place at management level.
Our governance structure is geared towards making the most of management’s professional expertise. In addition to requiring that a significant percentage of the board members are managers of the banking group, the Articles of Association give the Executive Committee and the CEO extensive powers for day-to-day operations, thereby ensuring management’s independence to avoid potential conflicts of interest with shareholders. To support the Executive Committee in ordinary operations, we have set up steering committees staffed with group managers and dedicated to specific technical issues and business aspects (see the chart above).
In addition to the committees required by regulations, the Board of Directors has also set up a specific committee for the appointment of the governing bodies at the general meetings of the group’s investees in which the Mediobanca group holds an interest of at least 10% and the interest is worth more than 5% of the group’s consolidated supervisory capital.
The changes approved in 2020 are related to certain governance issues linked to changes in the ownership structure, and intended to achieve closer alignment with best International practices in the banking industry, by providing greater flexibility in the process of selecting the Chief Executive Officer, and strengthening the independence criteria for non-executive Directors.
- removal of the conditions that the CEO and the General Manager must be selected from among Directors who are also Group Employees;
- adaptation of the number of members of the Group’s senior management represented on the Board according to the size of the Board itself, with provision for two such members in cases where the Board consists of thirteen or fewer members.
- independent Directors make up the majority of the Board, based on criteria for defining independence aligned with the new Code of Conduct for Listed Companies as recently revised.
PricewaterhouseCoopers has been appointed to audit the accounts until the approval of the financial statements at 30 June 2021. Raffaella Preziosi is the director of audit.
The firm EY S.p.A. has been appointed to audit the financial statements of Mediobanca for the 2022-30 period.