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 “one tier” governance model 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 Audit and Internal and Control Committee constituted within it, both appointed by the Shareholders' Meeting. 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 Audit and Internal and Control Committee.
The assignment to a single corporate body of both the strategic supervision and control functions will make it possible to achieve greater efficiency and effectiveness in control activity, this being facilitated by overcoming information asymmetries between corporate bodies. In this way the control function will not only be more effective in identifying operational irregularities ex post, but will also be able to carry out a preventive activity in this respect.
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 organizational 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.