Composition of the Supervisory Board

The Supervisory Board is composed of a minimum of 15 and a maximum of 21 members, including non-shareholders, appointed by the Shareholders ’ Meeting. The Articles of Association require that at least 10 members be independent pursuant to the Code.

The Shareholders' Meeting (30 April 2010) appointed 19 members of the Supervisory Board, of whom 18 declared they met the conditions of independence under the terms of the Corporate Governance Code for Listed Companies published by Borsa Italiana (the Italian Stock Exchange):

Name Office Auditor 1 Indipendent 2 Nomination
Committee
Remuneration
Committee
Control
Committee
Strategy
Committee
Financial
Statements
Committee
Giovanni Bazoli3 Chariman     Immagine_1_17.png     Immagine_1_17.png  
Elsa Fornero

Deputy
Chairman

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Mario Bertolissi4 Deputy
Chairman
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Luigi Arturo Bianchi4 Director   Immagine_1_17.png         Immagine_1_17.png
Rosalba Casiraghi4 Director Immagine_1_17.png Immagine_1_17.png     Immagine_1_17.png    
Franco Dalla Sega Secretary Immagine_1_17.png Immagine_1_17.png          
Gianluca Ferrero Director Immagine_1_17.png Immagine_1_17.png       Immagine_1_17.png  
Jean-Paul Fitoussi4 Director   Immagine_1_17.png         Immagine_1_17.png
Pietro Garibaldi Director   Immagine_1_17.png Immagine_1_17.png   Immagine_1_17.png    
Giulio Stefano Lubatti5 Director Immagine_1_17.png Immagine_1_17.png     Immagine_1_17.png    
Marco Mangiagalli4 Director   Immagine_1_17.png   Immagine_1_17.png      
Gianni Marchesini4 Director   Immagine_1_17.png         Immagine_1_17.png
Fabio Pasquini Director Immagine_1_17.png Immagine_1_17.png   Immagine_1_17.png      
Gianluca Ponzellini4 7
Director Immagine_1_17.png Immagine_1_17.png   Immagine_1_17.png Immagine_1_17.png    
Gian Guido Sacchi Morsiani4 Director   Immagine_1_17.png         Immagine_1_17.png
Marco Spadacini6 Director Immagine_1_17.png Immagine_1_17.png         Immagine_1_17.png
Ferdinando Targetti Director   Immagine_1_17.png       Immagine_1_17.png  
Livio Torio Director Immagine_1_17.png Immagine_1_17.png     Immagine_1_17.png    
Riccardo Varaldo4 Director   Immagine_1_17.png Immagine_1_17.png        

1 Enrolled on the Register of Auditors and practices legal audit of accounts

2 All Directors meet the requirements of independence pursuant to art. 148 of the Consolidated Law on Finance.  Directors meeting the requirements of independence pursuant to the Corporate Governance Code published by Borsa Italiana are indicated in the table.

3 Chairman of the Supervisory Board, of the Nomination Committee, and the Strategy Committee

4 Representative of the minority list

5 Chairman of the Control Committee

6 Chairman of the Financial Statements Committee

7 Chairman of the Remuneration Committee

Election of the Supervisory Board took place on the basis of lists of candidates (presented by Shareholders holding at least 0.5% of ordinary share capital) who have the integrity, professional and independence requisites envisaged by law and the Articles of Association, indicating where appropriate whether the independence requirements are met pursuant to the Corporate Governance Code.
Members of the Supervisory Board remain in office for the years 2010/2011/2012, all terms expiring at the same time.
The lists were deposited at the Registered office at least 15 days before the date scheduled for the Shareholders’ Meeting convened for the appointment of Members, together with information regarding the identity of members who have submitted lists, with the percentage of total investment held, a certification as to the ownership of such participation, as well as detailed information regarding the personal and professional characteristics of candidates, their declaration that they possess all the requirements set forth under legal, regulatory and statutory provisions and, where required, the independence requirements pursuant to the Corporate Governance Code - as well as their acceptance of their candidature.
The Shareholders - other than those who hold, even jointly, a controlling interest or a relative majority - filed a declaration stating that they are not affiliated in any way with said Shareholders.
When appointing Board Members, candidates are selected proportionally from the lists which have obtained votes; for this purpose, the votes obtained by each of the lists are divided by one, two, three, four and so on according to the number of members to be appointed. The resulting ratios are progressively attributed to the candidates of each list according to the order in which they appear. The ratios so attributed are listed altogether in decreasing order: the candidates with the highest ratios are elected members of the Supervisory Board.
The Group website provides brief biographical and professional notes on the Members in office.
Application of the Supervisory Board appointments procedure ensures that minority shareholders are represented as prescribed by law for quoted companies and the election of all Supervisory Board Members occurs through a proportional list voting mechanism. The Bank has therefore paid particular attention to the need for the Supervisory Board to reflect the articulated structure of its shareholder base, applying a criterion of fair representation of the various components of its ownership structure.