Milano, 08 February 2005

Banca Intesa’s Board of  Directors met today and verified also on the basis of the information provided by each interested party that nine Non-executive independent directors sit on the Board itself: Giovanni Ancarani, Francesco Arcucci, Benito Benedini, Giampio Bracchi, Alfonso Desiata, Giancarlo Forestieri, Paolo Fumagalli, Giangiacomo Nardozzi and Eugenio Pavarani.

 

Moreover, the Board formed an Internal Audit Committee setting forth that it is made up of three Non-executive directors, two of which at least are to be independent.

 

On first appointment three independent directors have been nominated to these posts: Pavarani (as chairman), Ancarani and Desiata.

 

In compliance with the recommendations contained in the Corporate governance code of listed companies the Committee - which will act in support of the Board of Directors   with analysis, advising and proposal tasks - will have in particular the following functions:

• assisting the Board of Directors in setting the guidelines and periodically checking the adequacy and functioning of the internal auditing system, also ensuring that the main company risks (credit, financial and operational) are identified and properly managed, in coordination with the company functions involved;
• assessing the work programme drawn up by the persons in charge of internal control and receive their periodical reports;  
• assessing, together with the Head of Administration  and the external auditors, the adequacy of the accounting principles adopted and their uniformity with a view  to the preparation of the consolidated financial statements;
• reporting to the Board on its activities and the adequacy of the internal auditing system at least once every six months, at the time the full and half-yearly financial statements are approved.

The Committee can be consulted not only on evaluation of transactions with related parties but also on operations involving, directly or indirectly, conflicts of interest.

 

The Chairman of the Statutory Auditors or another Auditor appointed by the former and the Head of Internal auditing will take part in the Committee meetings. Moreover the Managing Director and other Managers can be asked to join the Committee meetings depending on the issues on the agenda.

 

The Internal Audit Committee has also been attributed tasks and functions of the Supervisory Bodies pursuant to Legislative Decree 231/2001 concerning the administrative responsibility of companies. 

 

 

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