illimity Bank S.p.A., an issuer of shares listed on the Electronic Stock Market (MTA) managed by Borsa Italiana S.p.A., was formed on 5 March 2019 from the merger of SPAXS S.p.A. into Banca Interprovinciale S.p.A.. It is organised on the basis of the traditional management and control system which, without prejudice to the responsibilities assigned to the Shareholders’ Meeting, attributes strategic management to the Board of Directors (which works with the support of board committees having investigative, consultative and proposition-making functions) and supervisory functions to the Board of Statutory Auditors. The audit of the company’s accounts for legal purposes is entrusted to an audit firm listed in the appropriate register and appointed by the Shareholders’ Meeting on the reasoned proposal of the Board of Statutory Auditors.
This system is accordingly structured on the basis of a clear segregation between the functions of strategic supervision and management of the Company on the one hand and that of control over the management and legal audit of the accounts on the other.
In line with international best practice, the Company’s corporate governance consists of the set of relations between the management of the Bank, its Board of Directors, its shareholders, the other parties involved and all of the Bank’s stakeholders.
The Bank’s corporate governance system is, in substance, in line with the principal recommendations of the Corporate Governance Code, with which the Company complies.
illimity must also comply with the requirements of the Supervisory Provisions issued by the Bank of Italy, and in particular those regarding corporate governance for banks, remuneration policies and the system of internal controls (Circular no. 285/2013). Pursuant to the Supervisory Provisions on corporate governance, illimity qualifies as a large bank or one with operating complexity and accordingly must abide by the requirements applicable to such.
The corporate governance system was also set up by adopting highly-integrated internal rules (Regulations, Policies and Procedures) which characterise the activity of all the Bank’s organisational components and which are subject to constant checks and revisions in order to respond effectively to changes in the legislative context and to the situation in which the Company and the Group work.
The information presented in the Pages of the Governance Section discharge the Company from the disclosure requirements on corporate governance required by applicable laws and regulations.