The Head Office Departments of Intesa Sanpaolo are organised according to a model that is in line with international best practices in terms of Corporate Governance.
The Head Office Departments report to the Chief Officers, who report directly to the Managing Director and CEO.
Until 31 December 2017, the Bank had operated with the system set out below.
The Chief Operating Officer (COO) is responsible for:
- defining, in accordance with corporate strategies and objectives, the Group’s organisational, IT, logistic, operational and security guidelines and policies, working with Intesa Sanpaolo Group Services; - coordinating the implementation of said guidelines and policies by the relevant Group business units, and in other corporate areas as appropriate; - verifying, through the appropriate control methods and in collaboration with Intesa Sanpaolo Group Services, compliance with the guidelines and policies in the aforementioned areas, ensuring, in accordance with the Business Plan, the achievement of cost synergies and excellent quality service.
Also reporting to the COO is the Human Resources Department, which is responsible for: - contributing, consistently with corporate strategies and objectives, to the definition of guidelines and policies on human resources of the Group; - managing internal communication initiatives aimed at encouraging the development of Group values and culture; - promoting the professional development of human resources through the planning, implementation and management of adequate systems and operating processes; - defining, in accordance with the Business Units and other Departments, the training guidelines and policies for the Group, monitoring their implementation; - ensuring, in accordance with the Business Units and other Departments, proper qualitative-quantitative coverage of required staff to achieve the strategic objectives of the Group; - defining the employment and trade union relations policies; - managing the pension aspects and employment-related disputes; - coordinating and handling administrative, accounting, tax and social security obligations for Group personnel; - coordinating the operations of the Human Resources units of the Departments, Business Units and Group companies.
The Chief Innovation Officer (CIO) was made responsible for:
- searching and analysing innovative solutions on the national and international market, in order to identify development opportunities for the Group and for customers both the banking and non-banking sectors; - defining, in line with business strategies and objectives, the guidelines and policies on Group's innovation, thereby proposing to the Managing Director and CEO new projects that are in line with the main innovation trends, so that they can be translated into actions for development and/or new business lines to pursue the achievement of the Group's growth objectives, measuring the related financial return; - managing, through the Innovation Agenda, innovation initiatives and the related investments, both at the Bank and Territorial level, taking on the most appropriate role from time to time to achieve successful results; - acting, in partnership with the other Group departments, as the driver and enabler of innovation initiatives in the local areas, building a network of relations with companies, start-ups, incubators, research centres, universities and other local entities; - disseminating the culture of innovation within the Group, supporting and managing specific project phases.
The Chief Lending Officer (CLO) is responsible for:
- making material lending decisions, or submitting them to the relevant bodies, and supervising non-performing loans; - coordinating the implementation of credit guidelines and strategies by the relevant Bank and Group business units, and in other corporate areas as appropriate; - participating, in accordance with the corporate strategies and objectives, in the definition of the Bank’s and Group’s guidelines in terms of lending strategy and credit risk acceptance and management, directly authorising pertinent matters.
The Chief Financial Officer (CFO) is responsible for:
- defining, in accordance with corporate strategies and objectives, the guidelines and policies in terms of research, planning, capital management, credit strategies, management control, and relations with investors and rating agencies; - facilitating value creation within the Group and ensuring the relative controls, through integrated monitoring of study and research activities, planning, management control and capital management, and optimisation of the financial and credit portfolios; - coordinating the implementation of guidelines and policies on planning, capital management and management control by the relevant Group business units, and in other corporate areas as appropriate; - verifying the implementation of said guidelines and policies, also through monitoring of the Group’s planning and capital management process, budget development and management control activities; - verifying, through the appropriate control methods, compliance with the guidelines and policies defined and ensuring the pursuit of effectiveness and efficiency in the service level offered; - ensuring – thanks to the presence within his governance area of the Manager Responsible for Preparing the Company’s Financial Reports pursuant to the provisions of article 154-bis of the Consolidated Law on Finance (TUF) – the accurate and timely presentation of income statement and balance sheet results of the Bank and of the entire Group, as well as compliance with the relative accounting and supervisory obligations, performing quality control of the processes governing administrative and financial reporting disclosures to the market, pursuant to the appropriate regulations.
The Chief Compliance Officer (CCO) is responsible for:
- supervising the identification and monitoring of any misalignment of current regulations, and arranging consulting, support and awareness-rising of corporate functions as regards regulations; - ensuring the monitoring of compliance risk in terms of anti-money laundering, combating the financing of terrorism and embargo management.
The Chief Risk Officer (CRO) is responsible for:
- defining, in accordance with corporate strategies and objectives, guidelines and policies on risk management; - coordinating the implementation of guidelines and policies on risk management by the relevant Group business units, and in other corporate areas as appropriate; - guaranteeing the measurement and control of Group exposure to the various types of risk, also verifying the implementation of guidelines and policies as above; - guaranteeing the credit quality monitoring and the observance of credit guidelines and strategies through the constant monitoring of risk, and submitting proposals on the structure of delegated powers of the Corporate Bodies.
The Chief Governance Officer (CGO) is responsible for:
- ensuring assistance and advice to the corporate bodies of the Parent Company and to Top Management in terms of proper implementation of corporate law and for the supervisory regulatory profiles at Group level; - providing assistance in all corporate transactions involving the Parent Company and Group companies; - handling the obligations connected to the corporate governance of all Group companies, Board of Directors operations and the Shareholders’ Meeting; - ensuring that the Group’s interests are safeguarded in all specifically assigned subsidiaries.
The areas of responsibility described above do not include:
The Internal Auditing Head Office Department, which reports directly to the Board of Directors and is responsible for:
- ensuring constant and independent auditing of the regular performance of Bank operations and processes for the purpose of preventing or identifying any anomalous or risky conduct or situation, assessing the overall operations of the internal control system and its adequacy in guaranteeing the effectiveness and efficiency of company processes, safeguarding asset value and loss protection, and the reliability and completeness of accounting and management reports, and the compliance of transactions with corporate governance policies and with internal and external regulations; - providing consultancy to the Bank’s and the Group’s departments, also through participation in projects, for the purpose of adding value and improving effectiveness of control, risk management and governance processes of the organisation; - ensuring supervision of the internal control systems of the Group’s subsidiaries, also by exercising governance of, and providing guidelines to, the respective internal audit functions; - supporting corporate governance and ensuring that Top Management, the Corporate Bodies and the competent Authorities (Bank of Italy, Consob, etc.) promptly and systematically receive information on the status of the control system and on the outcome of activities performed;
The International and Regulatory Affairs Head Office Department, which reports to the Managing Director and CEO, is responsible for:
- managing relations with national and international regulators; - overseeing and developing relations with the main stakeholders at the international level; - managing the Group’s institutional relations, promoting and directing relations with institutional bodies, associations and national and international trade associations; - representing the Group's position in institutional venues as regards policies for economic and social growth and development;
The External Relations Head Office Department, which reports to the Managing Director and CEO and the Board of Directors, is responsible for:
- managing and coordinating the Group’s external communications, in order to promote competitiveness, quality and innovation with respect to the targets of the various business lines, uphold the Group’s reputation with media and with the financial community and develop its image as perceived by opinion makers and Italian and foreign public opinion; - spreading the ethical, social and cultural values that form part of the Group’s identity; - handling relations with the press and with media in general; - monitoring the perception of the group and the effectiveness of external communications.
It is noted that at the end of 2017, within the scope of the activities in preparation for the new Business Plan, the organisational structure described above was changed by way of: - enhancement of the digital and innovation area, in order to manage the current and future technology challenges more effectively; - greater focus of responsibilities and functional skills, also through the consolidation of highly contiguous structures; - getting the Human Resources function to report more directly to the CEO, an enabling factor for the achievement of the objectives of the new Business Plan and further evidence of the attention paid to the people, which has always been a hallmark of the Intesa Sanpaolo Group; - the further strengthening of the central monitoring dedicated to cost management.
The foregoing was also made possible by setting up three new areas of responsibility, which gradually became operational as from 1 January 2018: • Chief IT, Digital and Innovation Officer The Chief IT, Digital and Innovation Officer, who is tasked with monitoring the high complexity of Information Technology Systems, Operations and Processes, with a view to constant innovation of the technology solutions, in a sophisticated dimension in line with the ongoing digital “revolution”. • Chief Cost Management Officer The Chief Cost Management Officer, dedicated to cost management in general and the monitoring of the Procurement and Real Estate functions. • Chief Institutional Affairs and External Communication Officer The Chief Institutional Affairs and External Communication Officer is tasked with realising objective synergies by promoting the Bank’s identity and image and ensuring, through a unified approach to common activities, management efficiency in the numerous communication and relational initiatives that the Group undertakes in respect of external entities and stakeholders. This area comprises the International and Regulatory Affairs Head Office Department and the External Relations Head Office Department.
The Strategic Support Head Office Department is also established and reports directly to the Managing Director and CEO. This department covers a number of strategic activities relating to governance/management control such as the activities of the Steering Committee, the monitoring of specific strategic initiatives and the management of certain events addressed to the financial community.