Audit and Internal Control Committee

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Risks Committee

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Sustainability Committee

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Remuneration Committee

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Nomination Committee

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Related Party Transactions Committee

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Committees

Audit and Internal Control Committee

The Audit and Internal Control Committee performs the duties and exercises the control functions provided by law and by supervisory and regulatory requirements, as applicable at the time, and reports to the Supervisory Authority pursuant to applicable legal and regulatory provisions.

The Audit and Internal Control Committee additionally have the power, at any time and also on an individual basis, to perform inspections and carry out controls as well as to ask the other Directors to provide information, including regarding subsidiaries, on corporate operations or specific transactions and to make the same requests for information directly to the management and control bodies of subsidiaries.

Furthermore, the Audit and Internal Control Committee may exchange information with the corresponding bodies of subsidiaries concerning the management and control systems and the general trend in corporate activities.

The Audit and Internal Control Committee consists of 3 standing members and 2 alternate members. Statutory auditors remain in office for 3 financial years and their terms expire at the Shareholders’ Meeting called to approve the financial statements for the last year of their office.

The Audit and Internal Control Committee currently in office was appointed by the Ordinary Shareholders’ Meeting on 28 April 2022 for the financial years 2022, 2023 and 2024 and its term in office expires on the approval of the 2024 financial statements.
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Marco Bozzola

Independent Director

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Stefano Caringi

Independent Director

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Nadia Fontana

Independent Director

Risks Committee

The Risks Committee is a body with consultative and proposition-making functions which, in accordance with the provisions of Circular no. 285/2013 of the Bank of Italy, the applicable laws, regulations and bylaws in force, has the task of supporting the Board of Directors in the field of risks and internal control system so that the Board itself can arrive at a correct and effective determination of the RAF ("Risk Appetite Framework") and risk governance policies.

The Risks Committee and the Audit and Internal Control Committee shall promptly exchange information of mutual interest and, where appropriate, coordinate each other for the performance of their respective tasks.

On 28 April 2022, illimity’s Board of Directors appointed the members of the Risks Committee, which consists of 4 independent Directors pursuant to laws and regulations applicable to the Bank and the Corporate Governance Code.
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Elena Cialliè

Chairperson

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Filippo Annunziata

Director

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Patrizia Canziani

Director

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Stefano Caringi

Director

Sustainability Committee

The Sustainability Committee’s main duty is to assist the Board of Directors by way of investigative functions of a proposition-making and consultative nature in making assessments and taking decisions regarding sustainability (ESG - Environmental, Social and Governance) and, with the aim of pursuing sustainable success, the business plan of the Company and the Group, as well as on corporate governance matters to the extent of its responsibility (also in coordination with the Nominating Committee).

The members of the Audit and Internal Control Committee attend the meetings of the Sustainability Committee on a regular basis, while from time-to-time other non-members may attend on the invitation of the Committee and depending on the matters on the agenda.

On 28 April 2022, illimity’s Board of Directors appointed the members of the Sustainability Committee, which consists of 4 directors, the majority of whom are independent pursuant to laws and regulations applicable to the Bank and the Corporate Governance Code.
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Rosalba Casiraghi

Chairperson of illimity - Chairperson of the Committee

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Massimo Brambilla

Director

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Patrizia Canziani

Director

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Elena Cialliè

Director

Remuneration Committee

The Remuneration Committee is a consultative and proposition-making body whose main duty is to draw up proposals on remuneration and remuneration policies for the Board of Directors, in accordance with the requirements of Circular no. 285/2013 of the Bank of Italy and the Corporate Governance Code.

The members of the Audit and Internal and Control Committee attend the meetings of the Remuneration Committee on a regular basis, while from time-to-time other non-members may attend on the invitation of the Committee and depending on the matters on the agenda.

On 28 April 2022, illimity’s Board of Directors appointed the members of the Remuneration Committee, which consists of 3 independent Directors pursuant to laws and regulations applicable to the Bank and the Corporate Governance Code.
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Paola Elisabetta Galbiati

Chairperson

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Francesca Lanza

Director

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Marcello Valenti

Director

Nomination Committee

The Nomination Committee provides support functions to the Board of Directors, in accordance with the provisions of the supervisory legislation and the applicable provisions of a legal, regulatory, self-regulatory (as per the Bylaws) and corporate governance nature, regarding the appointment of members and composition of the Board of Directors, the appointment of the members of the bodies of the main subsidiaries as well as the appointment of the Bank's top management or the identification of the top management of the main subsidiaries.

The Nomination Committee also provides support to the Board in matters of corporate governance as far as it is concerned (also in coordination with the Sustainability Committee).

The members of the Audit and Internal Control Committee attend the meetings of the Nomination Committee on a regular basis, while from time-to-time other non-members may attend on the invitation of the Committee and depending on the matters on the agenda.

On 28 April 2022, illimity’s Board of Directors appointed the members of the Nomination Committee, which consists of 3 independent Directors pursuant to laws and regulations applicable to the Bank and the Corporate Governance Code.
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Marcello Valenti

Chairperson

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Rosalba Casiraghi

Chairperson of illimity - Director

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Giovanni Majnoni D’Intignano

Director

Related Party Transactions Committee

The Related Party Transactions Committee ensures that transactions with related parties and associated persons comply with the following:
  • the provisions contained in Circular no. 285/2013 of the Bank of Italy on risks and conflicts of interest with respect to associated persons.
  • the applicable provisions of laws, regulations and the bylaws.
In performing its duties, the committee also abides by the provisions contained in the “Policy on Transactions with Persons within the Perimeter of the illimity Banking Group”, adopted by the Bank’s Board of Directors pursuant to applicable laws and regulations most recently on 10 May 2021. The members of the Audit and Internal Control Committee attend the meetings of the Related Party Transactions Committee on a regular basis, while from time-to-time other non-members may attend on the invitation of the Committee and depending on the matters on the agenda.

On 28 April 2022, illimity’s Board of Directors appointed the members of the Related Party Transactions Committee, which consists of 3 independent directors pursuant to laws and regulations applicable to the Bank and the Corporate Governance Code.
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Giovanni Majnoni D’Intignano

Chairperson

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Nadia Fontana

Director

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Paola Elisabetta Galbiati

Director