In the year ended 30 June 2021, the Board of Directors met 11 times, in addition to induction and training sessions.
The level of participation by the board members is high, with average attendance of 100%.
The average duration of board meetings was three hours.
The Board of Directors is called to meet by the Chairman or upon the request of at least three Board members. The Board of Statutory Auditors, or even only one of its members, may call a meeting of the Board of Directors by notifying the Chairman. The Board may pass binding resolutions even if it has not been formally called provided that the meeting is attended by all board members and all the standing auditors in office. Board meetings may also be held via video or telephone conference call.
The Board offers induction and training programs to sharpen Directors’ expertise and round out their knowledge of the group or specific areas of interest to the Directors. The Chairman sets the agenda based on the findings of the Board assessment, and considering any recommendations gathered from Directors, as well as the suggestions of area and control function heads.
The induction and training programmes distribute meetings over the financial year according to a timetable decided annually. In setting the agenda, the Chairman takes account of the findings to emerge from the self-assessment process, any comments from the Directors themselves, and suggestions made by the heads of business area and control units.
Each meeting is supported by documentation which is sent to participants in advance.
The following meetings and sessions were arranged during the year under review:
- Six induction meetings for the whole Board, on the following issues: liquidity governance; Recovery Plan and Resolution Plan 2020; definition of default, treatment of credit risk and collateral, Covid-related impacts and moratoria; EU regulation (ESG, EU Taxonomy, climate change risk); Remuneration policy; RAF and RAS; Market risks;
- Six induction meetings for new Board members (which other Board and Statutory Audit Committee members were free to attend): control unit activities and financial statements for the year ended 30 June 2020; RAF, RAS, risk monitoring, SRB and Recovery Plan; 2019-23 Strategic Plan and state of progress; EU regulation (SREP, ICAAP, ILAAP); MiFID, AML and ECB regulation; Group projects in ESG and disclosures (CNFS);
- Two training sessions on more general aspects (open also to the Directors of the other Group banks) on the following issues: Insider trading; Trends in IT risk and Cyber security.
The average duration of the induction and training meetings approximately 2 hours.
The minutes of the Board meetings are available in Italian