Governance

Intesa Sanpaolo adheres to the objectives and guidelines of the Corporate Governance Code. Its governance system is in line with both the principles contained in the Code (that are covered in a detailed report explaining the adjustments deemed appropriate) and, in general, with national and international best practices. The overall aim is to ensure, in accordance with the provisions of the Supervisory Authorities, an effective and transparent distribution of roles and responsibilities within the Bank’s Corporate Bodies, and to achieve balance among strategic supervision, management and control.

A one-tier corporate governance system has been in force in Intesa Sanpaolo since 27 April 2016, based on a Board of Directors and a Management Control Committee established within the Board. Both the Board of Directors and the Management Control Committee are appointed at the Shareholders’ Meeting. This system has been identified as the most suitable for ensuring efficient management and effective control within the Bank. Its adoption and the new Articles of Association were approved by the Shareholders at an extraordinary meeting held on 26 February 2016. The previous two-tier governance system, adopted by Intesa Sanpaolo at  the time of its creation, was based on a Supervisory Board appointed at the Shareholders’ Meeting, responsible for major strategic operations, and on a Management Board appointed by the Supervisory Board, responsible for the management of the Bank and with a mandate to elect the CEO from its members.

The one-tier governance system has been in place in Intesa Sanpaolo since 27 April 2016. It combines, in practice, the simultaneous exercise of strategic supervision and control, which has already demonstrated its efficiency and effectiveness in the implementation of the two-tier system previously in place.

The main advantages of the one-tier governance system are that it:

• centralises the strategic supervision and management roles in a single body, ensuring the following benefits:
  
  • a more direct relationship between those in charge of determining the strategic direction (the Board in its plenary session) and those in charge of implementing it (the Managing Director);
  • immediacy in the flow of information, thus saving time and costs;
  • greater interaction and dialogue between those in charge of ensuring that management is consistent with strategic guidelines (the Board as a whole, but especially the non-executive members) and the Managing Director;
• ensures the effectiveness of the control function which remains centralised in a committee (the Management Control Committee) established within the Board and, therefore, participating in strategic decisions.