Appointment and composition The Board of Directors is composed of between a minimum of 15 and a maximum of 19 members, including non-shareholders, appointed at the Shareholders’ Meeting for a three-year term of office.
The Shareholders of Intesa Sanpaolo, at the ordinary meeting held on 27 April 2016, decided to set the number of the members of the Board of Directors at 19 and, in accordance with the provisions of Article 14 of the Articles of Association, appointed the Board of Directors for financial years 2016/2017/2018, electing Gian Maria Gros-Pietro Chairman and Paolo Andrea Colombo Deputy Chairperson. Furthermore, the Shareholders appointed five members of the Board of Directors to the Management Control Committee, with Marco Mangiagalli as Chairman.
In accordance with the Articles of Association, candidates appointed have been drawn from the lists submitted by shareholders owning at least 0.5% of the Bank’s ordinary share capital. The candidates have declared their compliance with the requirements of professionalism, integrity, independence, competence, fairness, time commitment, and the limits on the total number of directorships prescribed by the law and the current regulations.
The Board of Directors is currently composed as follows:
(*) Carlo Messina was appointed Managing Director and CEO by the Board of Directors on 28 April 2016. He is the only executive director on the Board. (1) Is enrolled on the Register of Statutory Auditors and has practiced as an auditor or been a member of the supervisory body of a limited company (2) Meets the independence requirements pursuant to Article 13.4 of the Articles of Association, the Corporate Governance Code and Article 148, third paragraph, of Legislative Decree 24 February 1998 no 58 (3) Is a representative of the Minority List
Functions of the Board of Directors and the Management Control Committee
The Board of Directors performs strategic supervision and management functions regarding matters within the remit of non-delegated powers. It confers and revokes related powers to/from the Managing Director and CEO appointed from its members. It sets the compensation of the CEO and the other members to whom it has assigned additional specific duties, in line with the remuneration policies approved at the Shareholders’ Meeting. Within the Board, the Management Control Committee performs the control functions, with specific reference to the duties that the current regulations assign to the control body and is entrusted with all the powers, including those of inspection and reporting to the Authorities, in accordance with the law and supervisory regulations.
Management and control positions held by Board Directors
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