Shareholders' meeting
The Shareholders' Meeting is the body that represents the interest of all shareholders and expresses the corporate will through its resolutions.
The Shareholders' Meeting has the authority to pass resolutions in ordinary and extraordinary sessions with the meeting and voting quorums provided for by Law, taking into account the specific matters under review.
Among other things, the Ordinary Shareholders' Meeting approves the financial statements and resolves on profit distribution and appoints Directors and Statutory Auditors. It also appoints the independent auditing firm to perform the Independent Statutory Audit, setting its compensation. Moreover, it resolves on remuneration and incentivisation policies and practices provided for by prevailing regulations.
The Extraordinary Shareholders' Meeting has the authority to resolve on amendments to the Articles of Association, capital increase transactions, mergers and de-mergers.
Shareholders' Meeting April 24, 2024
Shareholders' Meeting documentation
Other documents
Shareholders' Meeting April 27, 2023
Shareholders' Meeting documentation
Other documents
Shareholders' Meeting April 28, 2022
Shareholders' Meeting documentation
Other documents
Shareholders' Meetings 2021
Shareholders' Meeting documentation October 21, 2021
Other documents
Shareholders' Meeting documentation April 28, 2021
Other documents
Shareholders' Meetings 2020
Shareholders' Meeting documentation April 28, 2020
Other documents
Shareholders' Meeting documentation February 18, 2020
Other documents
Shareholders' Meeting April 10, 2019
Shareholders' Meeting documentation
Other documents
Shareholders' Meeting 11 April 2018
Shareholders' Meeting documentation
Other documents
Shareholders' Meeting April 11, 2017
Shareholders' Meeting documentation
Other documents
Shareholders' Meeting 12 April 2016
Shareholders' Meeting documentation
Shareholders' Meeting 23 April 2015
Shareholders' Meeting documentation
Company Boards
Board of Directors
The Board of Directors was appointed by the Ordinary Shareholders' Meeting of FinecoBank of 27 April 2023 and will remain in office until the approval of the annual financial statements as at 31 December 2025. The Board of Directors has the following members:
Name and Surname | Charge | Place and date of birth | In charge from |
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Chairman | Milano 08/03/1949 | 27/04/2023 | |
Marco Mangiagalli, graduated in Political Economy from Bocconi University in Milan, has spent most of his career within the Eni Group. He has also worked in the Barclays Group in Italy and in the Nuovo Banco Ambrosiano Group. He held at Eni various positions of increasing responsibility until taking on the position of Chief Financial Officer from 1993 to 2008. | |||
Vice Chairman | Novara 20/04/1972 | 27/04/2023 | |
Gianmarco Montanari is General Director of the Most Foundation (National Research and Development Foundation on Sustainable Mobility). | |||
Managing Director and General Manager | Milano 31/08/1960 | 27/04/2023 | |
Alessandro Foti graduated with honours in Business and Economics from Bocconi University of Milan in 1984. | |||
Director | Napoli 29/08/1953 | 27/04/2023 | |
Patrizia Albano, graduated with honors in Law from University 'La Sapienza'in Rome, is registered with the Bar Association of Rome. | |||
Director | Milano 27/01/1966 | 27/04/2023 | |
Elena Biffi graduated with honors in Political Economics from Bocconi University and has worked in the financial-insurance sector since 1989, developing mathematical models for optimisation, risk analysis and evaluation. | |||
Director | Sant’Agata di Esaro (CS) 16/07/1961 | 27/04/2023 | |
Giancarla Branda graduated in Law and Economins from University 'La Sapienza' in Rome, where she also obtained a postgraduate diploma in banking sector. She works as a tax attorney and she is an expert in business income and indirect taxation in the industrial and financial sector. | |||
Director | Roma 22/04/1959 | 27/04/2023 | |
Maria Lucia Candida graduated in Economics and Commerce from LUISS in Rome in 1982 and obtained a Master's degree in Corporate Crisis Law from La Sapienza University in Rome in 2016. | |||
Director | Calcinate (BG) 14/10/1975 | 27/04/2023 | |
Since 2003 Paola Generali is Ceo and Managing director of Get Solution, leading consultancy company in the field of Compliance, Cybersecurity and Governance. She has extensive experience as a manager and consultant, especially in the field of Compliance and Security Informative Systems. | |||
Director | Bourgas (Bulgaria) 02/04/1972 | 27/04/2023 | |
Marin Gueorguiev graduated in Economics and Business from Ca' Foscari University of Venice in 1998. | |||
Director | Lecce 22/10/1956 | 27/04/2023 | |
Arturo Patarnello is full Professor of Banking at Università di Milano-Bicocca. Courses held: Banking (Undergraduate Degree, 3-year program), Bank Management (Postgraduate Degree, 2-year program). | |||
Director | Roma 01/05/1952 | 27/04/2023 | |
Maria Alessandra Zunino de Pignier, graduated in Economics from the Catholic University of Milan, is a registered accountant and a registered auditor. |
The members of the Board of Directors are domiciled for the purpose at the Company’s registered office.
List of the skills possessed by the Directors in compliance with the document 'Qualitative and quantitative composition of the Board of Directors of FinecoBank S.p.A.'.
Board of Statutory Auditors
The Board of Statutory Auditors currently in office is made up of five members, of which three are acting statutory auditors and two alternates. The Board of Statutory Auditors will remain in office until the approval of the financial statements for the year ended 31 December 2025. The Board of Statutory Auditors has the following members:
Name and Surname | Charge | Place and date of birth | In charge from |
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Chairwoman | Gallarate (VA) 06/08/1961 | 27/04/2023 | |
Graduated with honours in Business Administration from the Bocconi University of Milan in 1986, she qualified as a chartered accountant in 1989. She is registered in the Register of Chartered Accountants of Varese and is enrolled with the Register of Statutory Auditors. | |||
Standing Statutory Auditor | Roma 27/06/1963 | 27/04/2023 | |
Massimo Gatto was born in Rome on 27 June 1963. He graduated in Economics and Business from University of “La Sapienza” in Rome, he is Chartered accountant registered in Order of Roma and in the Register of Legal Auditors. | |||
Standing Statutory Auditor | Bologna 09/10/1970 | 27/04/2023 | |
Giacomo Ramenghi was born in Bologna on 9 October 1970. He is Certified Public Account registered in the Register of Chartered Accountants of Bologna and in the Register of Statutory Auditors since 2003. | |||
Lucia Montecamozzo | Alternate Statutory Auditor | Milano 16/09/1966 | 27/04/2023 |
Marco Salvatore | Alternate Statutory Auditor | Como 28/12/1965 | 27/04/2023 |
The members of the Statutory Auditors are domiciled for the purpose at the Company’s registered office.
Supervisory Body
In a resolution of 15 December 2005, the Board of Directors entrusted the supervision of the activities subject to protection in accordance with Leg. Dec. No. 231/01 to a specific body known as the ”Supervisory Committee under the terms of Art. 6 of Leg. Dec. No. 231/2001”, defining its composition and the relevant identification of the activities within its competence.
The Supervisory Committee is made up of:
- Marianna Li Calzi, President
- Salvatore Messina
- Patrizia Verdesca, Head of Internal Audit
The term of office of the Committee members coincides with that of the Board of Directors, which appointed them, and its members may be re-elected. The Secretary of the Committee is the Compliance Officer.
In accordance with the provisions of Art. 6 of Leg. Dec. No. 231/2001, the Supervisory Committee is granted the powers necessary for the precise and efficient supervision of the operation of and compliance with the Organisation and Management Model.
An integral part of the Model is the Code of Ethics under the terms of Leg. Dec. No. 231/2001 , a document that contains the provisions aimed at ensuring that the actions of the recipients are motivated by criteria of correctness, cooperation, loyalty, transparency and mutual respect, as well as preventing the introduction of conduct that may constitute the offences or unlawful administrative acts included in the list of Leg. Dec. No. 231/01.
In the performance of the tasks provided for by Leg. Dec. No. 231/2001, the Supervisory Committee may participate directly in discussions with the Administrative Bodies of FinecoBank S.p.A., the Board of Auditors as well as all the organisational units of the company in order to obtain information or data deemed necessary for the performance of its activities.
To report any behaviour contrary to the principles referred to in Leg. Dec. No. 231/2001 to the Supervisory Committee of FinecoBank S.p.A., the email address is organismodivigilanza231@finecobank.com. It is pointed out that the aforesaid address is dedicate solely to reports for which it has competence and that the Supervisory Committee shall not consider claims from customers, for which reference is made to the appropriate section of the site for methods of transmission to the Bank.
The message must contain the person’s full ID information with the first and last names and address in order to enable the Committee to effect any communications/responses to the reporting party.
Committees
Risk and Related Parties Committee
Name and Surname | Charge | Place and date of birth | In charge from |
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Chairwoman | Roma 01/05/1952 | 27/04/2023 | |
Maria Alessandra Zunino de Pignier, graduated in Economics from the Catholic University of Milan, is a registered accountant and a registered auditor. | |||
Director | Milano 27/01/1966 | 27/04/2023 | |
Elena Biffi graduated with honors in Political Economics from Bocconi University and has worked in the financial-insurance sector since 1989, developing mathematical models for optimisation, risk analysis and evaluation. | |||
Director | Lecce 22/10/1956 | 27/04/2023 | |
Arturo Patarnello is full Professor of Banking at Università di Milano-Bicocca. Courses held: Banking (Undergraduate Degree, 3-year program), Bank Management (Postgraduate Degree, 2-year program). | |||
Director | Bourgas (Bulgaria) 02/04/1972 | 27/04/2023 | |
Marin Gueorguiev graduated in Economics and Business from Ca' Foscari University of Venice in 1998. | |||
Director | Roma 22/04/1959 | 27/04/2023 | |
Maria Lucia Candida graduated in Economics and Commerce from LUISS in Rome in 1982 and obtained a Master's degree in Corporate Crisis Law from La Sapienza University in Rome in 2016. |
Remuneration Committee
Name and Surname | Charge | Place and date of birth | In charge from |
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Chairman | Novara 20/04/1972 | 27/04/2023 | |
Gianmarco Montanari is General Director of the Most Foundation (National Research and Development Foundation on Sustainable Mobility). | |||
Director | Sant’Agata di Esaro (CS) 16/07/1961 | 27/04/2023 | |
Giancarla Branda graduated in Law and Economins from University 'La Sapienza' in Rome, where she also obtained a postgraduate diploma in banking sector. She works as a tax attorney and she is an expert in business income and indirect taxation in the industrial and financial sector. | |||
Director | Bourgas (Bulgaria) 02/04/1972 | 27/04/2023 | |
Marin Gueorguiev graduated in Economics and Business from Ca' Foscari University of Venice in 1998. |
Appointments Committee
Name and Surname | Charge | Place and date of birth | In charge from |
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Chairwoman | Milano 27/01/1966 | 27/04/2023 | |
Elena Biffi graduated with honors in Political Economics from Bocconi University and has worked in the financial-insurance sector since 1989, developing mathematical models for optimisation, risk analysis and evaluation. | |||
Director | Napoli 29/08/1953 | 27/04/2023 | |
Patrizia Albano, graduated with honors in Law from University 'La Sapienza'in Rome, is registered with the Bar Association of Rome. | |||
Director | Lecce 22/10/1956 | 27/04/2023 | |
Arturo Patarnello is full Professor of Banking at Università di Milano-Bicocca. Courses held: Banking (Undergraduate Degree, 3-year program), Bank Management (Postgraduate Degree, 2-year program). |
Corporate Governance and Environmental and Social Sustainability Committee
Name and Surname | Charge | Place and date of birth | In charge from |
---|---|---|---|
Chairwoman | Napoli 29/08/1953 | 27/04/2023 | |
Patrizia Albano, graduated with honors in Law from University 'La Sapienza'in Rome, is registered with the Bar Association of Rome. | |||
Director | Roma 01/05/1952 | 27/04/2023 | |
Maria Alessandra Zunino de Pignier, graduated in Economics from the Catholic University of Milan, is a registered accountant and a registered auditor. | |||
Director | Novara 20/04/1972 | 27/04/2023 | |
Gianmarco Montanari is General Director of the Most Foundation (National Research and Development Foundation on Sustainable Mobility). |
External Auditors
External auditors of listed companies are required to be entered to a special Register kept by Consob. During the financial year they are required to verify that:
- the company's accounting records are properly maintained and that operations are correctly reflected in the accounting records; and
- the company's annual accounts and consolidated accounts are free from material misstatements which would alter the true and fair view of the financial position and results of operations of the Company and of the Group and are compliant with applicable accounting standards.
Additionally, based on Consob's recommendation, the external auditors shall also carry out a review of the consolidated first-half report.
An auditing firm was appointed to perform the above tasks by FinecoBank's Shareholders' Meeting on 28 April 2021 according to the Board of Statutory Auditors' proposal, for the financial statements 2022-2030 as for Legislative Decree 39/2010 that introduced a duration of nine years non-renewable.
The auditing firm currently appointed by FinecoBank as its external auditors is KPMG S.p.A. whose address is as follows:
Via Vittor Pisani, 25
20124 Milano
Tel. 0267631
kpmg.it
The auditing firm's reports (Report of the External Auditors) are included in the Parent Company's and Consolidated Annual Report and Accounts, as well as in the Consolidated First-Half Report.
Related parties and associated persons
Global Policy for the management of transactions with persons in potential conflict of interest of the FinecoBank Group.
The Board of Directors of FinecoBank S.p.A. in its meeting on September, 17, 2024, having received prior positive recommendations from the Risk and Related Parties Committee and the Board of Statutory Auditors, approved the new “Global Policy for the management of transactions with persons in potential conflict of interest of the FinecoBank Group” (the “Global Policy”) whose purpose is to establish, within FinecoBank Group's scope of operations, the rules and principles to be adhered to for the control of risk arising from situations of possible conflict of interest resulting from the proximity of certain persons to the Bank's or its Subsidiaries' decision-making centres.
The Global Policy – intended as an organic abridgement with the aim of unifying the governance aspects and the scopes of application, as well as the procedural and organizational aspects – contains the rules to be followed in the management of:
- Transactions with Related Parties pursuant to the Consob Regulation adopted by resolution 17221 of March 12, 2010;
- Transactions with Associated Persons pursuant to the regulations on “Risk activities and conflicts of interest with associated persons”, established in Chapter 11 of the Bank of Italy Circular 285/2013 (“Supervisory Provisions for Banks”) as amended following the update n. 33 of 23 June 2020;
- Obligations of Bank Officers pursuant to Article 136 of the Legislative Decree 385 of September 1, 1993, the “Italian Banking Law”
- Transactions with additional relevant persons in potential conflict of interest as identified by way of self-regulation by the Bank, taking into account the applicable law and regulations;
- loans granted to Directors (i.e. members of the administrative, management and control bodies) and their related parties, pursuant to art. 88 of the CRD.
The Board of Directors of FinecoBank S.p.A., on an annual basis, assesses whether to revise the Global Policy taking account, among other things, of any changes in the applicable regulations and in the governance and organizational structure of the Bank or FinecoBank Group as well as the demonstrated effectiveness of the same Global Policy in practice.
Related Parties Information Document (Contractual agreements)
Documents
Articles of Association
The Articles of Association contain the operational rules for the Company that supplement legal provisions. The Articles of Association may be amended by the Ordinary Shareholders' Meeting or, in specific cases, by the Board of Directors. The amendments take effect from the time when the related resolution is recorded in the Register of Companies.
Quali-Quantitative Profile of the Board of Directors
In a meeting held on January 23, 2023 - and in accordance with the Supervisory Provisions for banks on corporate governance issued by the Bank of Italy - the FinecoBank Board of Directors established and approved its own qualitative and quantitative composition (the “Qualitative and Quantitative Composition of the Board of Directors of FinecoBank S.p.A.”), which is considered “optimal” for the purpose of proper performance of its responsibilities in view of the April 27, 2023 Annual Meeting of Shareholders.
Quali-Quantitative Profile of the Board of Statutory Auditors
In a meeting held on March 13, 2023, the FinecoBank Board of Statutory Auditors established and approved its own qualitative and quantitative composition (the “Qualitative and Quantitative Composition of the Board of Statutory Auditors of FinecoBank S.p.A.”), which is considered “optimal” for the purpose of proper performance of its responsibilities in view of the April 27, 2023 Annual Meeting of Shareholders.
Procedures for Shareholders’ Meetings
The Shareholders’ Meeting of FinecoBank S.p.A. adopted the Procedures for Shareholders’ Meetings, which are designed to govern ordinary, extraordinary and – insofar as compatible – special meetings.
Tax Strategy
The FinecoBank Tax Strategy - approved by the Board of Directors of Fineco - provides for the guidelines and principles of Fineco Group for the management of tax issues and associated risks (both financial and reputational). A proper tax management, in fact, is essential for Fineco Group, its shareholders and all third parties affected by its activities.
The document has been written in line with our Group values, which also reflect the International best practice, and should be read and applied in conjunction with the other Group's policies and procedures.
Board resolution documentation
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Minutes Extract BoD 6/02/2024 |
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Minutes Extract BoD 07/02/2023 |
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Minutes Extract BoD 09/02/2022 |
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Minutes Extract BoD 09/02/2021 |
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Estratto Verbale CdA 05/02/2019 |
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Minutes Extract BoD 06/02/2018 |
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Minutes Extract BoD 07/02/2017 |
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Minutes Extract BoD 08/02/2016 |
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Minutes Extract BoD 09/02/2015 |
Report on Corporate Governance
The Board of Directors of FinecoBank S.p.A., with resolution of 12 March 2024, approved the “Report on Corporate Governance and Ownership Structures 2023” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2023The Board of Directors of FinecoBank S.p.A., with resolution of 14 March 2023, approved the “Report on Corporate Governance and Ownership Structures 2022” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2022The Board of Directors of FinecoBank S.p.A., with resolution of 15 March 2022, approved the “Report on Corporate Governance and Ownership Structures 2021” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2021The Board of Directors of FinecoBank S.p.A., with resolution of 16 March 2021, approved the “Report on Corporate Governance and Ownership Structures 2020” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2020The Board of Directors of FinecoBank S.p.A., with resolution of 12 March 2020, approved the “Report on Corporate Governance and Ownership Structures 2019” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2019The Board of Directors of FinecoBank S.p.A., with resolution of 5 March 2020, approved the “Report on Corporate Governance and Ownership Structures 2018” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2018With a resolution on 7 March 2017, the FinecoBank S.p.A. Board of Directors approved the “2016 Corporate Governance and Ownership Structures Report” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organised and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2017The Board of Directors of FinecoBank S.p.A., with resolution of 7 March 2017, approved the “2016 Corporate Governance and Ownership Structures Report” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2016The Board of Directors of FinecoBank S.p.A., with resolution of 8 February 2016, approved the “2015 Corporate Governance and Ownership Structures Report” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2015The Board of Directors of FinecoBank S.p.A., with resolution of 10 March 2015, approved the “2014 Corporate Governance and Ownership Structures Report” which compares the corporate governance system adopted by the Bank with the corporate governance rules provided for not only by law and applicable to companies with shares listed on a regulated market organized and managed by Borsa Italiana S.p.A., but also by the Code of Conduct prepared by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance and Ownership Structures 2014In a resolution of 5 June 2014, the Board of Directors of FinecoBank S.p.A. approved the “Report on the Corporate Governance System and on Compliance with the Corporate Governance Code for Listed Companies”. The document compares the Bank’s corporate governance system with the rules on the subject, as laid out by: i) current regulations applicable to listed companies on a regulated market organised and managed by Borsa Italiana S.p.A.; and ii) the Corporate Governance Code issued by the Corporate Governance Committee of Borsa Italiana.
Report on Corporate Governance SystemInternal Dealing
Article 19 of Regulation (EU) no. 596/2014 on market abuse and Article 114, paragraph 7 of Italian Legislative Decree no. 58 of 24 February 1998 (“TUF”) and articles 152 sexies and subsequent of the Consob Regulation adopted with resolution no. 11971 of 14 May 1999 as amended (“Consob Regulation”) govern disclosure obligations and limitations for some types of transactions concerning shares and/or debt instruments of listed issuers, or other financial instruments related thereto, executed by “Relevant Parties” of the listed issuer and by persons closely associated with such parties (as identified herein).
This Internal Dealing Procedure (the “Procedure”) reflects the directives contained in the above-mentioned statutory and regulatory provisions as they apply to FinecoBank S.p.A. (“Fineco”), with the purpose of improving the transparency and uniformity of the reporting of financial dealings by the persons specified above, by providing investors with an idea of how these persons perceive the prospects of the company and/or of the group to which it belongs.
The Procedure sets out two fundamental requirements:
- Relevant Persons must report some transactions in Fineco shares (or connected financial instruments) carried out by them or by persons closely associated with them.
- Relevant Persons must refrain from performing the above transactions in certain time spans.