Central Structures

The Central Structures of Intesa Sanpaolo are organised according to a model that is in line with international best practices in terms of Corporate Governance.

The Central Structures report directly to the Managing Director and CEO, with the exception of the Chief Audit Officer (CAO), who reports directly to the Board of Directors. The Chief Governance Officer Governance Area and The Chief Institutional Affairs and External Communication Officer Governance Area report to the Chair of the Board of Directors as well.

• The Chief Operating Officer (COO) Governance Area is responsible for:

- supporting the Managing Director and CEO in defining the Group's general policies within the scope of Human Resource Development and Management, in line with the company's strategies and objectives, with a view to renewing and creating value, as well as in compliance with current regulations;
- ensuring the remuneration governance process, supporting the Corporate Bodies in the definition and approval of the Remuneration Policies, as envisaged by Intesa Sanpaolo Group's Remuneration and Incentive Guidelines, also ensuring, for the Group, the monitoring and governance of labour costs, in line with the company's strategies and objectives;
- proposing to the Managing Director and CEO the definition and evolution of organisational models aimed at enhancing the Group's organisational effectiveness and efficiency, in line with the company's strategies and objectives, ensuring implementation thereof;
- ensuring, for the Group, the definition of the guidelines and policies relating to trade union affairs and welfare and the related implementation, in line with the company's strategies and objectives and in compliance with current regulations;
- ensuring, for the Group, the definition of the guidelines and policies relating to physical security and their implementation;
- encouraging people's development and training, improving the quality of corporate life, developing an inclusive and attentive approach towards diversity, including through dedicated initiatives.

• The Chief IT, Digital and Innovation Officer (CITDIO) Governance Area is responsible for:

- supporting, in line with the Business Owners' requirements, the definition and development of innovation initiatives, technologies and solutions;
- ensuring the implementation of the initiatives identified by the Business Owners in line with the objectives of the Business Plan by directing actions within a logic of digital transformation and innovation;
- defining the Group's ICT strategy, policies and guidelines - including architectural, methodological and technological standards - in line with corporate objectives and priorities, and overseeing their implementation;
- overseeing the complexity of IT systems, operations and processes with a view to the continuous innovation of technological solutions, in order to guarantee the Group's constant projection towards a dimension that is evolved and consistent with digitalisation advances, in compliance with the expenditure and investment levels assigned;
- coordinating the definition and implementation of the data governance system to ensure a high level of quality and meet regulatory and business requirements;
- ensuring, for the Group, the definition and implementation of the guidelines and policies on cybersecurity, IT security and business continuity in line with the company's strategies and objectives and in compliance with current regulations;
- ensuring the information flows to the Corporate Bodies provided for by the Internal Control System and the governance documents within the respective areas of responsibility. 

• The Chief Cost Management Officer (CCMO) Governance Area is responsible for:
  

- supporting the Corporate Bodies in defining guidelines and policies regarding Group cost management, real estate, logistics and procurement in accordance with the corporate strategies and objectives;
- coordinating the implementation of guidelines and policies on cost management, real estate, logistics and procurement by the relevant Group departments in charge, also in other corporate areas;
- collaborating with the Chief Financial Officer Governance Area and the Chief IT Digital and Innovation Officer Governance Area, contributing to the definition of the investment initiatives promoted by the same CITDIO Area, the Divisions/Business Units and the other Governance Areas, in line with the objectives of the Business Plan;
- ensuring compliance with the guidelines and policies in the above-mentioned areas through the appropriate operational control mechanisms, guaranteeing, in accordance with the Business Plan, the attainment of the cost management results as well as the service levels offered within the real estate, logistics and procurement scope.

• The Chief Lending Officer (CLO) Governance Area is responsible for:
  

- making material lending decisions, directly or submitting them to the relevant bodies in relation to the assumption and management of the Group's credit risks, authorising them directly within the scope of their responsibility, including through compliance opinions;
- ensuring the proactive management of credit and guaranteeing the management and the monitoring of the Group's non-performing loans, within the respective area of responsibility;
- ensuring the correct classification and valuation for financial reporting purposes of positions under its responsibility that are classified as non-performing loans;
- managing the stocks and flows of bad loans managed within the Group;
- conceiving and managing transactions for the sale of individual NPE positions or portfolios, credit exposures and other assets within scope, with the collaboration of other competent functions;
- performing monitoring and control on outsourced activities, including monitoring the performance KPIs of outsourcers, directly making decisions, or submitting them to the competent Bodies, regarding proposals exceeding the powers delegated to the Outsourcers;
- contributing to the process of formulating the proposal of the Credit Strategies in the analysis of the impacts on the granting of loans and their definition in relation to the relevant credit management variables, without prejudice to the finalisation powers within the remit of the Chief Financial Officer Governance Area;
- coordinating the implementation of Credit Management Guidance by the relevant Group business units, also in the various corporate contexts;
- analysing the evolution of the cost of credit within the Group, also taking into account the application of the aforesaid Credit Strategies;
- allocating and validating the ratings to the relevant positions, also providing support in the definition of the rating allocation processes and tools;
- defining the reference regulations on credit matters, the requirements for the development of credit instruments and contributing to the formulation of the proposals for the assignment of credit granting and management powers, without prejudice to the finalisation powers within the remit of the Chief Risk Officer Governance Area;
- promoting initiatives aimed at disseminating and developing a credit culture;
- ensuring, consistently with the guidelines of the Chief Risk Officer Governance Area and in compliance with the Credit Policies, the first level systematic supervision of the relevant credit portfolio, identifying phenomena referring to specific credit aggregates characterised by high levels of anomalies for which to activate the appropriate risk mitigation measures.

• The Chief Financial Officer (CFO) Governance Area is responsible for:
  

- assisting the Corporate Bodies in defining, in accordance with the Group corporate strategies and objectives, the guidelines and policies on administration and tax, planning and management control, treasury and finance, studies and research, active management of the loan portfolio, relations with investors and rating agencies, and social and environmental responsibility;
- coordinating the implementation of said guidelines and policies by the relevant Group business units, and in other corporate areas as appropriate;
- overseeing Asset and Liability Management (ALM) activities, the management of the Treasury securities portfolio, the Funding Plan, the integrated management of liquidity risks as well as financial and regulatory risks, ensuring the satisfaction of funding requirements at Group level;
- defining the Group's future qualitative and quantitative objectives through strategic planning, budgeting, capital management, internal assessment of capital adequacy and liquidity position (ICAAP/ILAAP), Recovery and Resolution Plan monitoring and carrying out the continuous analysis of the economic and financial results;
- overseeing studies and research on investments, economy and markets;
- overseeing the Credit Portfolio Management at Group level, supporting the Divisions in the active management of credit risk, with the aim of improving the risk-return profile of the loan portfolio in order to create value for shareholders, through targeted credit strategies and participation in market operations on performing and non-performing loan portfolios;
- ensuring the management of communications and relations with investors, financial analysts and rating agency analysts and overseeing the Group's Environmental Social Governance (ESG) and sustainability scope, especially with respect to activities relating to their planning, management and reporting.

The Chief Financial Officer Governance Area includes the Manager responsible for preparing the Company’s financial reports, who ensures the accurate and timely presentation of income statement and balance sheet results of the Bank and of the entire Group, as well as compliance with the relative accounting and supervisory obligations, performing quality control of the processes governing administrative and financial reporting disclosures to the market, pursuant to the appropriate regulations. The Area also ensures compliance with tax obligations.

• The Chief Risk Officer (CRO) Governance Area is responsible for:

- governing the macro-process of definition, approval, control and implementation of the Group's Risk Appetite Framework (RAF) with the support of the other corporate functions involved;
- consistent with corporate strategies and objectives, assisting the Bodies in defining and implementing guidelines and policies on risk management;
- coordinating the implementation of guidelines and policies on risk management by the relevant Group business units, also in the various corporate contexts;
- measuring and controlling the Group’s exposure to the various types of risk, also verifying the implementation of the guidelines and policies mentioned as above;
- performing level II monitoring and controls on credit quality, the composition and evolution of the various loan portfolios and the proper classification and measurement of individual exposures (“single name” controls);
- performing level II monitoring and controls for monitoring risks other than credit risk;
- continuously and iteratively validating risk measurement and management systems – used both for the determination of capital requirements and for non-regulatory purposes – in order to assess their compliance with regulatory provisions,  operational company and reference market demands, and to manage the internal validation process at Group level.

• The Chief Compliance Officer (CCO) Governance Area is responsible for:

- ensuring at Group level governance of compliance risk, including conduct risk, both in its operational component and in its reputational, also through the adoption of a graded compliance model for regulations that require specific forms of specialized governance;
- defining, in line with Company strategies and objectives, the guidelines and policies to be adopted to ensure compliance with the Group’s regulations, integrating the model of assessment and management of compliance risk  in the Risk Appetite Framework;
- coordinating the implementation of compliance guidelines and policies by the Group’s designated units, including companies inside the Group;
- collaborating with the other corporate control functions in order to achieve an efficient integration of the risk management process;
- managing the interactions with Corporate Bodies and Supervisory Authorities as regards compliance issues.     

• The Chief Governance Officer (CGO) Governance Area is responsible for:
  

- ensuring assistance and advice to the Corporate Bodies in defining the strategies concerning extraordinary finance transactions for the Group, in line with the corporate objectives;
- overseeing, closely with the Business Divisions, the analysis of the evolutionary trends of the domestic and international markets of relevance to the Group, to identify potential targets and/or partnerships and/or extraordinary corporate transactions in line with the Group's growth and/or rationalisation strategies;
- ensuring compliance with the guidelines and policies regarding the governance of the investment portfolio and the achievement of results in line with the Business Plan, safeguarding the best protection of the Group's interests;
- ensuring assistance and legal advice to the Corporate Bodies of the Parent Company and to Top Management, overseeing the proper implementation of corporate and supervisory regulations on the subject of governance and institutional obligations at Group level;
- managing the activities associated with the functioning of all the Corporate Bodies and providing support for the related processes;
- overseeing the legal risk at Group level, managing litigation and the related operational risk and defining, in these areas, the guidelines through directives and instructions;
- providing legal advice and assistance to the Group's structures, following regulatory and case law literature, including at European and international level, ensuring the correct regulatory framework of all new initiatives and supporting the compliance function in the identification and interpretation for the purposes of managing the risk of non-compliance;
- ensuring the protection and enhancement of the cultural, archival and historical-artistic heritage of the Group, according to programmatic guidelines that enhance its institutional profile.   

• The Chief Institutional Affairs and External Communication Officer (CIAECO) Governance Area is responsible for:
  

- promoting a coordinated, dynamic and result-oriented approach in the management of the Group's institutional and external relations in order to support the growth and development of the Group's activities;
- overseeing the Group's institutional relations, promoting and directing relations with institutions, regulators and supervisors, at the national, European and international level;
- overseeing external relations for the Group, promoting solid relations with stakeholders and reference partners and national and international media;
- supporting the reputation and promoting the Group's image and identity by disseminating its ethical, social and cultural values, in line with the company's mission.  

• The Chief Audit Officer (CAO), who reports directly to the Board of Directors (and, on its behalf, to its Chair), functionally reporting to the Management Control Committee, without prejudice to the appropriate sharing of information with the Managing Director and CEO, is responsible for:

- ensuring constant and independent auditing of the regular performance of the Bank and Group operations and processes for the purpose of preventing or identifying any anomalous or risky conduct or situation, assessing the operations of the internal control system and its adequacy in guaranteeing the effectiveness and efficiency of company processes, safeguarding asset value and loss protection, and the reliability and completeness of accounting and management reports, and the compliance of transactions with corporate governance policies and with internal and external regulations;
- providing consultancy to the Group’s departments, also through participation in projects, for the purpose of adding value and improving effectiveness of control, risk management, compliance and internal governance processes;
- ensuring supervision of the internal control system of the Group’s subsidiaries, also by exercising governance of, and guidance to, the respective Internal Audit functions;
- supporting corporate governance and ensuring that Top Management, the Corporate Bodies and the competent Authorities (European Central Bank, Bank of Italy, Consob, etc.) promptly and systematically receive information on the status of the control system and on the outcome of activities performed and on the progress of any corrective measures;
- supporting the “231 Model” Surveillance Body in ensuring constant and independent verification of the regular performance of operations and processes, to prevent or detect anomalous and risky conduct or events, and in monitoring the compliance and effectiveness of the rules in the 231 Model;
- ensuring the proper conduct of the internal process for managing whistleblowing reports.     

• The Strategic Support Head Office Department is responsible for:

- assisting the Managing Director and CEO in all his internal and external activities, also in the institutional and representative areas;
- guaranteeing a specialised support to the Managing Director and CEO by collecting, assessing and reviewing strategic documents and implementing technical analysis, also in relation to the Board Bodies activities, with a particular focus on the optimization of the Steering Committee functioning;
- overseeing selected initiatives in Italy and abroad, by assisting the Managing Director and CEO in extraordinary transactions, negotiations and corporate projects of relevant impact in which he is directly involved;
- supporting the Chair of the Steering Committee in the performance of his duties;
- coordinating specific inter-divisional and inter-functional activities by ensuring the coherence and development of synergies in line with Group's strategic guidelines;
- facilitating relationships with and among the Governance Areas and Business Units, in order to strengthen the cooperation mechanisms.

• The Safety and Protection Head Office Department is tasked with ensuring, for the Group, the monitoring of the risk of non-compliance with reference to the following areas:

-  Personal Data Protection, pursuant to Legislative Decree 101/2018 (adapting national legislation to the provisions of EU Regulation 2016/679 - General Data Protection Regulation or GDPR);
-  Protection of Health and Safety in the workplace, pursuant to Legislative Decree 81/2008;
-  Environmental Protection, pursuant to Legislative Decree 152/2006.