The Central Structures of Intesa Sanpaolo are organised according to a model that is in line with international best practices in terms of Corporate Governance.
The Central Structures report directly to the Managing Director and CEO, with the exception of the Chief Audit Officer (CAO), who reports directly to the Board of Directors. The Chief Governance Officer Governance Area and The Chief Institutional Affairs and External Communication Officer Governance Area report to the Chairman of the Board of Directors as well.
The Chief Operating Officer (COO) Governance Area is responsible for:
- supporting the Managing Director and CEO in defining the Group's general policies within the scope of Human Resource Development and Management, in line with the company's strategies and objectives, with a view to renewing and creating value, as well as in compliance with current regulations; - ensuring the remuneration governance process, supporting the Corporate Bodies in the definition and approval of the Remuneration Policies, as envisaged by Intesa Sanpaolo Group's Remuneration and Incentive Guidelines, also ensuring, for the Group, the monitoring and governance of labour costs, in line with the company's strategies and objectives; - proposing to the Managing Director and CEO the definition and evolution of organisational models aimed at enhancing the Group's organisational effectiveness and efficiency, in line with the company's strategies and objectives, ensuring implementation thereof; - ensuring, for the Group, the definition of the guidelines and policies relating to Trade Union Affairs and Welfare and the related implementation, in line with the company's strategies and objectives and in compliance with current regulations; - ensuring, for the Group, the definition of the guidelines and policies relating to physical security and the related implementation; - encouraging people's development and training, improving the quality of corporate life, developing an inclusive and attentive approach towards diversity, including through dedicated initiatives.
The Chief IT, Digital and Innovation Officer (CIDIO) Governance Area is responsible for:
- supporting, in line with the Business Owners' requirements, the definition and development of innovation initiatives, technologies and solutions to be applied within the time frame of the Business Plan; - ensuring the implementation of the initiatives identified by the Business Owners in line with the objectives of the Business Plan by directing actions within a logic of digital transformation and innovation; - overseeing the complexity of IT systems, operations and processes with a view to the continuous innovation of technological solutions, in order to guarantee the Group's constant projection towards a dimension that is evolved and consistent with digitalisation advances; - coordinating the definition and implementation of the data governance system to ensure a high level of quality and meet regulatory and business requirements; - ensuring the definition and implementation of the guidelines and policies on cybersecurity, IT security and business continuity in line with the company's strategies and objectives.
The Chief Cost Management Officer (CCMO) Governance Area is responsible for:
- consistently with corporate strategies and objectives, assisting the Corporate Bodies in defining guidelines and policies on cost management, property, logistics and procurement of the Group; - coordinating the implementation of guidelines and policies on cost management, property, logistics and procurement by the relevant Group business units, also in the various corporate contexts; - collaborating with the Chief Financial Officer Governance Area and the Chief IT Digital and Innovation Officer Governance Area contributing to the definition of the investment initiatives promoted by the same CITDIO Area, by the Divisions/Business Units and by the other Governance Areas, in line with the objectives of the Business Plan; - ensuring, through the appropriate control methods, compliance with the guidelines and policies in the aforementioned areas, ensuring, in accordance with the Business Plan, cost management results as well as the service levels offered within the property, logistics and procurement scope.
The Chief Lending Officer (CLO) Governance Area 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; - innovatively managing the corporate crisis situations of its customers, maximising the overall benefit for the Group and supporting companies through business and financial restructuring instruments. Furthermore, the following Capital Light Bank duties have been remitted to the Chief Lending Officer Governance Area since December 2018: - optimising the non-core assets for the bank (bad loans and leases and other non-strategic assets) in line with the Group's objectives, with a view to progressive reduction and disposal; - managing the stocks and flows of bad loans managed within the Group; - playing an interface and monitoring role towards Intrum Italy for the management of bad loan positions assigned to it.
The Chief Financial Officer (CFO) Governance Area is responsible for:
- assisting the Corporate Bodies in defining, in accordance with the Group corporate strategies and objectives, the guidelines and policies on administration and tax, planning and management control, treasury and finance, studies and research, active management of the loan portfolio, relations with investors and rating agencies, and social and environmental responsibility; - coordinating the implementation of said guidelines and policies by the relevant Group business units, and in other corporate areas as appropriate; - overseeing Asset and Liability Management (ALM) activities, the management of the Treasury securities portfolio, the Funding Plan, the integrated management of liquidity risks as well as short-term financial and regulatory risks and ensuring the satisfaction of medium and long-term (MLT) funding requirements at Group level; - define the Group's future qualitative and quantitative objectives through strategic planning, budgeting, capital management, internal assessment of capital adequacy and liquidity position (ICAAP/ILAAP), monitoring of the Recovery and Resolution Plan and carrying out the continuous analysis of the economic and financial results; - overseeing studies and research on investments, economy and markets; - overseeing the Credit Portfolio Management at Group level, supporting the Divisions in the active management of credit risk, with the aim of improving the risk-return profile of the loan portfolio in order to create value for shareholders, through targeted credit strategies and participation in market operations on performing and non-performing loan portfolios; - ensuring the management of communications and relations with investors, financial analysts and rating agencies and overseeing the Group’s areas of social and environmental responsibility, by planning, managing and monitoring policies and tools for sustainability. The CFO governance area also includes the Manager responsible for preparing the Company’s financial reports, who ensures 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 Risk Officer (CRO) Governance Area is responsible for:
- governing the macro-process of definition, approval, control and implementation of the Group's Risk Appetite Framework with the support of the other corporate functions involved; - consistent with corporate strategies and objectives, assisting the Bodies in defining guidelines and policies on risk management; - coordinating the implementation of guidelines and policies on risk management by the relevant Group business units, also in the various corporate contexts; - guaranteeing the measurement and control of Group exposure to the various types of risk, also verifying the implementation of guidelines and policies as above; - carrying out monitoring and second-level controls to oversee risks; in particular, with regard to loans, in terms of quality, composition and evolution of the various portfolios and for the correct classification and assessment of individual exposures (so-called single name); - ensuring the validation of risk measurement and management systems – both for the determination of capital requirements and for non-regulatory purposes – in order to assess their compliance with regulatory provisions, operational company and reference market demands, and to manage the internal validation process at Group level.
The Chief Compliance Officer (CCO) Governance Area is responsible for:
- ensuring monitoring of the Group compliance risk, including conduct risk, both with regard to the operational risk component and the reputational risk; - defining, in line with corporate strategies and objectives, guidelines and policies regarding compliance with the Group standards, integrating the compliance risk assessment and management model within the Risk Appetite Framework; - coordinating the implementation of guidelines and policies on compliance with regulations by the relevant Group business units, and in the various corporate departments; - collaborating with the other corporate control functions in order to achieve effective integration of the risk management process; - managing relations with the corporate Bodies and Supervisory Authorities with regards to compliance issues.
The Chief Governance Officer (CGO) Governance Area is responsible for:
- ensuring assistance and advice to the Corporate Bodies in defining the strategies concerning extraordinary finance transactions for the Group, in line with the corporate objectives; - overseeing, closely with the Business Divisions, the analysis of the evolutionary trends of the domestic and international markets of relevance to the Group, to identify potential targets and/or partnerships and/or extraordinary corporate transactions in line with the Group's growth and/or rationalisation strategies; - ensuring compliance with the guidelines and policies regarding the governance of the investment portfolio and the achievement of results in line with the Business Plan, safeguarding the best protection of the Group's interests; - ensuring assistance and legal advice to the Corporate Bodies of the Parent Company and to Top Management, overseeing the proper implementation of corporate and supervisory regulations on the subject of governance and institutional obligations at Group level; - managing the activities associated with the functioning of all the Corporate Bodies and providing support for the related processes; - overseeing the legal risk at Group level, in particular following the evolution of regulations and ensuring the correct interpretation thereof, providing legal advice and managing litigation; defining, in these areas, the guidelines through directives and instructions; - ensuring the protection and enhancement of the cultural, archival and historical-artistic heritage of the Group, according to programmatic guidelines that enhance its institutional profile.
The Chief Institutional Affairs and External Communication Officer (CIAECO) Governance Area is responsible for:
- promoting a coordinated, dynamic and result-oriented approach in the management of the Group's institutional and external relations in order to support the growth and development of the Group's activities - overseeing the Group's institutional relations, promoting and directing relations with institutions, regulators and supervisors, at the national, European and international level - overseeing external relations for the Group, promoting solid relations with stakeholders and reference partners and national and international media - supporting the reputation and promoting the Group's image and identity by disseminating its ethical, social and cultural values, in line with the company's mission. - overseeing the management of Intesa Sanpaolo Innovation Center.
The Chief Audit Officer (CAO), who reports directly to the Board of Directors and functionally to the Management Control Committee, without prejudice to the appropriate sharing of information with the Managing Director and CEO, is responsible for:
- ensuring constant and independent auditing of the regular performance of the Bank and Group operations and processes for the purpose of preventing or identifying any anomalous or risky conduct or situation, assessing the 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, compliance and governance processes; - ensuring supervision of the internal control system of the Group’s subsidiaries, also by exercising governance of, and guidance to, the respective Internal Audit functions; - supporting corporate governance and ensuring that Top Management, the Corporate Bodies and the competent Authorities (European Central Bank, Bank of Italy, Consob, etc.) promptly and systematically receive information on the status of the control system and on the outcome of activities performed and on the progress of any corrective measures; - ensuring the proper conduct of the internal process for managing whistleblowing reports.
The Strategic Support Head Office Department is responsible for 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.
The Safety and Protection Head Office Department is responsible for overseeing, for the Group, the compliance risk within the following areas:
- Personal Data Protection, pursuant to Legislative Decree 101/2018 (that adapts national laws to Regulation (EU) 2016/679 - General Data Protection Regulation or GDPR provisions) - Occupational Health and Safety Protection, pursuant to Legislative Decree 81/2008 - Environmental Protection, pursuant to Legislative Decree 152/2006.