In accordance with the recommendations of the Corporate Governance Code for listed companies, as well as the provisions of the Bank of Italy Supervisory Regulations applicable to Poste Italiane in the exercise of BancoPosta’s activities, since September 2015 the Board of Directors has set up its own internal (i) a committee dedicated to internal control and risks issues (now called “Control and Risk Committee”), (ii) a “Remuneration Committee”, and (iii) a nomination committee, which has subsequently been assigned powers in corporate governance (now called “Nomination and Corporate Governance Committee”).
In October 2016, the Board of Directors also established an “Related and Connected Parties Committee” within it, responsible for carrying out the functions provided for by the reference regulation issued by Consob and by Bank of Italy.
Finally, in May 2020 the Board of Directors also established within it the “Sustainability Committee”, which is assigned specific tasks in this matter.
The Control and Risk Committee is a body entrusted with preliminary, consulting and advisory tasks which, in accordance with the provisions of Article 6, recommendation 32, letter c) of the Corporate Governance Code, has the task of supporting, through adequate preparatory activities, the assessments and decisions of the Board of Directors related to the internal control and risk management system, as well as those related to the approval of periodical financial and non-financial reports.
In addition, with reference to the conduct of BancoPosta’s business operations, the Control and Risk Committee provides support to the Board of Directors on issues of risks and its internal monitoring system, with particular reference to all the activities considered instrumental and necessary to enable the Board of Directors to make an accurate and effective determination of the risk appetite framework and the risk management policies.
The composition, duties, and functioning of the Control and Risk Committee are established in detail by the related organizational regulations.
Members
| Role | Name and Surname |
|---|---|
| Chairperson | Matteo Petrella |
| Member | Carlo D’Asaro Biondo |
| Member | Valentina Gemignani |
The Remuneration Committee formulates proposals and recommendations to the Board of Directors on the remuneration of the directors and of the directors and executives with strategic responsibilities.
In addition, with reference to BancoPosta business, the Remuneration Committee provides support to the Board of Directors with respect to the specific tasks assigned to the same Committee by the supervisory regulations of Banca d’Italia.
The composition, duties, and functioning of the Remuneration Committee are established in detail by the related organizational regulations.
Members
| Role | Name and Surname |
|---|---|
| Chairperson | Carlo D’Asaro Biondo |
| Member | Paolo Marchioni |
| Member | Armando Ponzini |
The Nominations and Corporate Governance Committee has the task of assisting the Board of Directors with consulting and advisory functions, in assessments and decisions related to the size and composition of the Board of Directors.
A further duty of the Committee is to assist the Board of Directors in an advisory and proactive capacity by carrying out inquiries regarding the corporate governance of the Company and the Group.
The composition, duties, and functioning of the Nominations and Corporate Governance Committee are established in detail by the related organizational regulations.
Members
| Role | Name and Surname |
|---|---|
| Chairperson | Vincenza Patrizia Rutigliano |
| Member | Valentina Gemignani |
| Member | Vanda Ternau |
Related and Connected Parties Committee is composed entirely of independent Directors. It carries out the functions envisaged by current regulations issued by Consob and Bank of Italy with regard to transactions with related parties, as well as the Guideline "Management of transactions with Related and Connected Parties” adopted by the Company, including in particular to express opinions on transactions with related parties of lesser and greater importance.
The composition, duties, and functioning of the Related and Connected Parties Committee are established in detail by the related organizational regulations.
Members
| Role | Name and Surname |
|---|---|
| Chairperson | Armando Ponzini |
| Member | Matteo Petrella |
| Member | Vanda Ternau |
The Sustainability Committee is responsible for assisting the Board of Directors, with preliminary, proactive and consultative functions, in pursuing sustainable success, including through support in the assessment of, as well as in the decision-making process, regarding environmental, social and governance factors, promoting the continuous integration of national and international best practices relating to sustainability in company strategies.
The composition, duties, and functioning of the Sustainability Committee are established in detail by the related organizational regulations.
Members
| Role | Name and Surname |
|---|---|
| Chairperson | Silvia Maria Rovere |
| Member | Paolo Marchioni |
| Member | Vincenza Patrizia Rutigliano |