Board Committees

The Board of Directors, within the scope of the powers attributed by the Company By-Laws in order to increase the efficiency and effectiveness of its actions, has established specific internal committees with consulting and advisory functions, whose roles and tasks are also defined based on the criteria envisaged in the current Corporate Governance Code.

Management Committee

The Management Committee has an advisory function and assists in identifying the development policies and guidelines for the strategic and operational plans to be submitted to the Board of Directors, with particular regard to the following matters:

  • policies on dividends and/or return on capital;
  • extraordinary transactions requiring approval by the Shareholders’ Meeting, in particular capital increases and issues of convertible bonds, mergers, demergers, distribution of capital reserves, purchase of own shares and amendments to the By-Laws;
  • extraordinary transactions of strategic interest or in any case likely to have a major impact on the value and/or composition of Company assets or significantly influence stock prices, such as the acquisition or disposal of major shareholdings, mergers or alliances with other groups, material changes to the structure or composition of the Group;
  • strategic multi-year plans and annual budgets of the Company and the Group.

The Management Committee, appointed on 12 May 2016, consists of the Chairman of the Board of Directors, the Vice Chairman, the Chief Executive Officer and the other Directors appointed by the Board of Directors, listed below. 

  • STEFANINI Pierluigi (con funzioni di Presidente)
  • BALDUCCI Gianmaria
  • BERARDINI Francesco
  • CATTABIANI Paolo
  • CIMBRI Carlo
  • DALLE RIVE Ernesto
  • FERRE’ Daniele
  • PACCHIONI Milo
  • PASQUARIELLO Maria Antonietta
  • TURRINI Adriano
  • ZUCCHELLI Mario

Control and Risk Committee 

The Control and Risks Committee assists the Board of Directors with proposals, advice, preliminary activities and support for the evaluations and decisions made by the administrative body primarily with regard to the internal control and risk management system and the approval of the periodic financial reports.

The Committee, appointed by the Board of Directors on 12 May 2016, consists of the following independent Directors: 

  • ZAMBELLI Rossana (con funzioni di Presidente)
  • FERRABOLI Anna Maria

Nomination and Corporate Governance Committee 

The Nomination and Corporate Governance Committee ensures the adequate level of independence of Directors in relation to the management, carrying out a consulting and advisory role for the identification of the optimal composition of the Board of Directors and the definition of the corporate governance system of the Company and the Unipol Group.

The Committee, appointed by the Board of Directors on 12 May 2016, consists of the Chairman of the Board of Directors and two independent Directors: 

  • STEFANINI Pierluigi (con funzioni di Presidente)
  • CANDINI Silvia Elisabetta
  • DE LUISE Patrizia

Remuneration Committee

The Remuneration Committee assists with preliminary activities, proposals and advice concerning remuneration preparing, among other things, suggestions for the Board of Directors on the Remuneration Policy for Directors and Key Management Personnel (including the Managers of the Audit, Compliance, Anti-Money Laundering and Risk Management Functions) adopted by the Company and by the companies of the Unipol Group.

The Committee, appointed by the Board of Directors on 12 may 2016, consists of the following independent Directors:

  • GUALTIERI Giuseppina (con funzioni di Presidente)
  • CANDINI Silvia Elisabetta
  • MORARA Pier Luigi

Sustainability Committee 

The Sustainability Committee assists with preliminary activities, proposals and advice concerning sustainability, carrying out, among other things, regular updates on the main activities undertaken to fully achieve the sustainability objectives of the Group.

The Committee, appointed by the Board of Directors on 12 may 2016, consists of the Chairman of the Board of Directors and two independent Directors:

  • STEFANINI Pierluigi (con funzioni di Presidente) 
  • MUNDO Antonietta
  • TROVO’ Annamaria

Ethics Committee  

The Ethics Committee assists with advice, proposals and resolutions concerning the content and the purpose of the Code of Ethics, responsible for the promotion, proper interpretation and implementation of the same, alongside the Ethics Manager.

The Committee, appointed by the Board of Directors on 12 may 2016, consists of the following independent Directors:

  • GUALTIERI Giuseppina (con funzioni di Presidente)
  • DE LUISE Patrizia
  • TROVO’ Annamaria

Committee for Transactions  with Related Party 

The Committee assists the Board of Directors and the corporate structures of Unipol Group and its subsidiaries with advice, discussions and proposals concerning Transactions with Related Parties, pursuant to the provisions of CONSOB Regulation issued by Resolution No. 17221 of 12 March 2010, as subsequently amended, and the internal procedure adopted by Unipol Group for the performance of such transactions.

The Committee is also conferred the roles and responsibilities provided for by the Related Parties Procedure, pursuant to banking regulations.

The Committee, appointed by the Board of Directors on 12 may 2016, consists of the following independent Directors:

  • MORARA Pier Luigi (con funzioni di Presidente)
  • FERRABOLI Anna Maria
  • ZAMBELLI Rossana