Governance System

The companies of the Iccrea Cooperative Banking Group, including the Parent Company, have adopted a “traditional” administration and control model consisting of a board of directors (or sole director) and a board of statutory auditors (or sole auditor), both appointed by the shareholders' meeting. In line with regulatory provisions, the Affiliated Banks also have a board of arbitrators appointed by the shareholders' meeting.

The boards of directors of the Group's supervised companies are responsible for the strategic oversight and management of the companies, while the Boards of Statutory Auditors perform the functions of monitoring compliance, proper administration and the adequacy of the companies' organisational and accounting structures.

The Group's companies have the option to adopt an Organisation and Management Model pursuant to Italian Legislative Decree no. 231 of 8 June 2001, with the aim of preventing offences that, although committed by persons performing functions of representation, administration or management, or by persons subject to the management or supervision thereof, can be considered directly linked to the entity in that they are committed in its interest or to its benefit. The responsibilities of the Supervisory Body pursuant to Italian Legislative Decree no. 231/2001 are generally assigned to the boards of statutory auditors of the Group companies.

Under the Supervisory Provisions, Iccrea Banca and the banks directly controlled by it are classified as systemically important banks or significant institutions, as they are considered significant under Article 6, paragraph 4 of Regulation (EU) No. 1024/2013, which assigns the European Central Bank specific tasks in the prudential supervision of credit institutions. Among the cooperative credit banks belonging to the Iccrea Group, four are classified as intermediate banks and the rest as banks of smaller size or operational complexity.

The statutory audit of the accounts is entrusted by the shareholders' meetings to an external, independent auditing firm in application of the relevant statutory and regulatory provisions. The governance system of the parent company Iccrea Banca is represented as follows.