GOVERNANCE

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' 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
Documentation
Notice of call
Excerpt of the Notice of Call
Supplement to the Notice of Call
Proxy form to the Designated Representative
Ordinary proxy form
Certification of Representative (Article 135-novies of the Legislative Decree no. 58 of February 24, 1998)
Directors' Reports item of the Agenda of the Shareholders’ Meeting in Ordinary and Extraordinary Part
Directors' Reports items 1 and 2 of the Agenda of the Shareholders’ Meeting in Ordinary Part – Report replaced on April 6, 2020
Information on the procedure for appointing the corporate bodies of FinecoBank
Template ''Letter form for the submitting of lists for the appointment of members of the Board of Directors'' - Annex A
Template ''Declaration form certifying the existence or absence of any relationship of affiliation'' - Annex B
Template ''Acceptance Statement'' and relevant annex (“Statement concerning the knowledge / expertise accrued in the areas of competency envisaged by the document named Qualitative and quantitative composition of the Board of Directors of FonecoBank S.p.A.”) - Annex C
Template ''Letter form for the submitting of lists for the appointment of Statutory Auditors'' - Annex A1
Template ''Declaration form certifying the existence or absence of any relationship of affiliation'' - Annex B1
Template ''Acceptance Statement'' - Annex C1
Privacy statement pursuant to UE Regulation no. 2017/679 - Annex D
Qualitative and quantitative composition of the Board of Directors of FinecoBank S.p.A.
Qualitative and quantitative composition of the Board of Statutory Auditors of FinecoBank S.p.A.
Process for selecting candidates for membership of the Board of Directors
List No. 1 BoD - List of the Board of Directors and proposal on the number of Directors and duration of their term of office
List No. 1 BoD - Board of Directors selection process and introduction of the candidates
List No. 2 BoD - List submitted by institutional investors
List No. 1 Board of Statutory Auditors - List submitted by institutional investors and proposal on the remuneration of the Board of Statutory Auditors
2020 Compensation Policy
Annex I to 2020 Compensation Policy
Annex II to 2020 Compensation Policy
Reports and Accounts 2019
Report on Corporate Governance and Ownership Structures 2019
Other documents
Shareholders' Meeting documentation February 18, 2020
Other documents

Shareholders' Meeting April 11, 2017

Shareholders' Meeting documentation
Documentation
Notice of call
Excerpt of the Notice of Call
Proxy form and voting instructions to the Appointed Representative
Ordinary proxy form
Certification of representative (Article 135-novies of the Legislative Decree no. 58 of February 24, 1998)
Directors' Reports item 1, 2, 3, 4, 5 and 6 of the Agenda
Information concerning the appointment of the Board of Directors and the Board of Statutory Auditors
Template ''Letter form for the submitting of lists for the appointment of members of the Board of Directors'' - Annex A
Template ''Declaration form certifying the existence or absence of any relationship of affiliation'' - Annex B
Template ''Acceptance Statement'' and template ''Qualitative-quantitative profile statement'' - Annexes C e D
Template ''Letter form for the submitting of lists for the appointment of Statutory Auditors'' - Annex A1
Template ''Declaration form certifying the existence or absence of any relationship of affiliation'' - Annex B1
Template ''Acceptance Statement'' - Annex C1
Directors' Reports item 7, 8, 9, 10, 11 and 12 of the Agenda - Ordinary Part and item 1 and 2 of the Agenda - Extraordinary Part
2017 Compensation Policy
Annex 1 to 2017 FinecoBank Compensation Policy
Annex 2 to 2017 FinecoBank Compensation Policy
Termination payments policy
FinecoBank S.p.A. 2016 Reports and Accounts
Report on Corporate Governance and Ownership Structures 2016
Candidacies for the appointment of the Board of Directors of FinecoBank S.p.A.
Candidacies for the appointment of the Board of Statutory Auditors of FinecoBank S.p.A.
Other documents

Company Boards

Board of Directors

The Board of Directors was appointed by the Ordinary Shareholders' Meeting of FinecoBank of 28 April 2020 and will remain in office until the approval of the annual financial statements as at 31 December 2022. The Board of Directors has the following members:

Name and SurnameChargePlace and date of birthIn charge from
ChairmanMilano
08/03/1949
28/04/2020

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.

He has served on the Board of Directors of numerous companies, including: Agip S.p.A., Polimeri Europa S.p.A., Nuovo Pignone S.p.A., Snamprogetti S.p.A., Saipem S.p.A., Eni International Holding B.V., Eni International Bank Ltd, Albacom S.p.A., Emittenti Titoli S.p.A., Oil Investment Corp., Snam Rete Gas S.p.A., Falck Renewables S.p.A.. He was Chairman of Eni Coordination Center S.A. and Enfin S.p.A..
He was member of the Supervisory Board, Chairman of the Risk Committee, Chairman of the Remuneration Committee and member of the Related Party Transactions Committee of Intesa Sanpaolo S.p.A. in different periods from 2010 to 2016. Following the adoption of the one-tier system by Intesa Sanpaolo S.p.A., he also held the position of member of the Board of Directors and Chairman of the Management Control Committee of the bank for the three-year period 2016-2019.
He has also held the following positions:

- 2009-2014: member of the Board of Directors and the Control and Risk Committee of Luxottica S.p.A.

- 2011-2013: member of the Board of Directors and the Control and Risk Committee and Corporate Governance of Autogrill S.p.A.

- 2008-2010: Chairman of Saipem S.p.A.

He was a member of the Senior Advisory Board of the investment fund Global Infrastructure Partners from 2011 to 2017.

Other than the position of Chairman of FinecoBank, he currently holds the following positions: (i) Chairman of the Board of Directors of E.I. Towers S.p.A. and (ii) member of the Board of Directors of Finarvedi S.p.A.

CV Marco Mangiagalli

Vice ChairmanMilano
15/10/1967
28/04/2020

He graduated in Business Administration at Bocconi University in Milan in 1991.

Since 2005 he is Full professor at the Department of Finance at Bocconi University, where he was previously a researcher and then associate professor.

At Bocconi University he is currently Director of the Financial Education research unit at the Baffi Carefin research Centre.

He has served in the past at Bocconi in many roles, including the positions of Director of the Baffi Carefin Centre (2015-2017), Dean of the Graduate School (2010-2014) and Director of the Finance Department (2007-2010).

He has authored many publications on risk management in banks, asset management companies and insurance companies, and on derivatives.

He is honorary member of AIFIRM (the association of Italian financial risk managers) and a member, since its launch, of the G53 Financial Literacy and Personal Finance Research Network.

He has been an independent board director of Fondi Alleanza SGR (2003-2006) and of Banca Aletti (2012-2014).

Since 2014 he is Vice Chairman of the Board and Chairman of the Risk and Related Parties Committee (previously denominated Audit and Related Parties Committee) at Finecobank, where he has also served as a member of the Corporate Governance, Appointments and Sustainability Committee (2017-2020) and of the Corporate Governance and Environmental and Social Sustainability Committee (since 2020).

Over the years he has also provided advisory services on risk management and derivative instruments to banks, insurance companies and asset management companies.

No position in any listed or large company

Board member in Aessedomus Srl (family-owned company managing a few residential real estate properties).

CV Francesco Saita

Managing Director
and General Manager
Milano
31/08/1960
28/04/2020

Alessandro Foti graduated with honours in Business and Economics from Bocconi University of Milan in 1984.

He began his professional career in the Financial Management Office of IBM in 1985. After three years of experience in Montedison S.p.A., where he became Head of financial coordination of the group's affiliate companies, in 1989 he joined Fin-Eco Holding S.p.A., with responsibility for capital market operations. In 1993 he became the Head of the operational section for administration, asset management and trading of Fin-Eco Sim S.p.A.. After being appointed as a member of the Board of Directors, General Manager and Managing Director, in 2002 he became Chairman of Fin-Eco Sim S.p.A.. After three years of experience as a member of the Management Committee of Assosim, in October 1999 he was appointed as a member of the Board of Directors of FinecoBank.

In 2001, he became a member of the Supervisory Board of Entrium Direct Bankers AG. From 2003 to 2005, he was a member of the Board of Directors of Ducati Motors Holding S.p.A. and General Manager of FinecoGroup S.p.A. (a company listed on the Midex segment of the Milan Stock Exchange).

From October 1999 to December 2000 he was a member of the Board of Directors of FinecoBank. From December 2000 to date he has served as Chief Executive Officer of FinecoBank and from July 2014 also as General Manager. From May 2010 to January 2015 he was Vice Chairman of the Supervisory Board of DAB Bank AG. From April 2012 to April 2014 he was a member of the Management Committee of Assoreti. From 2013 to 2019 he has been a member of the Executive Management Committee of UniCredit Group. Since April 2014 he has been Director and Vice Chairman of Assoreti. He has been a member of the Board of Directors of Borsa Italiana S.p.A. from July 2014 to October 2020.

In 2017, 2018 and 2019 he was awarded by Institutional Investor as best CEO in Europe in the banking industry for the Small&Mid Cap category.

Since 9 November 2018 he has been a member of the Board of Directors of Bocconi University of Milan.

CV Alessandro Foti

DirectorNapoli
29/08/1953
28/04/2020

Patrizia Albano, graduated with honors in Law from University 'La Sapienza'in Rome, is registered with the Bar Association of Rome.

She began her activity working as an internal lawyer at Istituto Mobiliare Italiano S.p.A. from 1981 to 1999, then moved to San Paolo IMI S.p.A. as Head of the Central Legal Department of the Major Customers Division until 2000.

She was General Counsel of IBI (today, Alerion Clean Power S.p.A.) and Head of the Corporate Secretariat of Risanamento Napoli S.p.A. and Fincasa S.p.A., both listed on the Italian Stock Exchange.

From 2003 to 2007, Ms. Albano worked at Studio Legale Carbonetti. .

Since 2007 she has been practicing at her own firm in Rome and Milan in the field of corporate law and is mainly involved in corporate consulting and capital transactions, banking and financial transactions, as well as institutional and corporate compliance (privacy, anti-money laundering, security, administrative liability of legal persons pursuant to Law 231/2001).

Since 2008 until may 2021 she advised the Prada Group on an ongoing basis. In particular, she assisted Prada S.p.A. in its listing on the Hong Kong Stock Exchange and held the position of Head of the Group’s Corporate Affairs Department, Board Secretary, and Company Secretary. In this area, she dealt with the governance and corporate legal issues of the listed Parent Company and subsidiaries in Italy and worldwide; supervised the Corporate Secretary, the Shareholdings, compliance and extraordinary transactions. She represented the company at Assolombarda, where she held the position of Chairman of the Fashion and Design Group from February 2015 to January 2018.

In the period April-October 2015 she was a member of the Board of Directors of Banca Carim – Cassa di Risparmio di Rimini S.p.A. In the period June-December 2016 she also held the position of Director of Mediacontech S.p.A.

Other than the positions as member of the Board of Directors, Nominations Committee and Corporate Governance and Environmental and Social Sustainability Committee of FinecoBank, she currently holds the administration and control offices in Artemide Italia S.p.A., Artemide Group S.p.A. and Piaggio & C. S.p.A.; she also holds the position of alternate Auditor of Edison S.p.A. Chairman of Supervisory Body of Fiocchi Munizioni S.p.A..

CV Patrizia Albano

DirectorMilano
27/01/1966
28/04/2020

Elena Biffi is graduated with Honors in Political Economics from Bocconi University and since 1989 works in the financial-insurance sector, developing mathematical models for optimization, risk analysis and evaluation.

Independent director at FinecoBank, Arnoldo Mondadori Editore, REVO and ELBA Assicurazioni as well as being Insolvency Official Receiver at “Concordia SpA in LCA”(appointed by IVASS).

Member of the Advisory Board at Assofintech, the Italian Association for fintech, insurtech and proptech. Member at the Friend of the Sea (World Sustainability Organization) Technical Committee for sustainability, respect, and promotion of the marine environment.

Mentor and investor of innovative benefit startups.

Member at both AIAF (Italian Financial Analyst Association) and AIFIRM (Italian Association of Financial Industry Risk Managers).
In the past, she was:
- Chairman at the Board of Statutory Auditors and at the SB pursuant to Legislative Decree 231/2001 of Fondartigianato (appointment of the Ministry of Labor and Social Policies).
- Independent Director at Mediolanum S.p.A., Mediolanum Vita and Mediolanum Assicurazioni;
- Member at the supervisory body of the Vittoria Lavoro pension fund (nine years period);
- Co-founder at CSIP, Certified Sustainability Insurance Partners, for sustainability in the insurance sector.
Between 1991 and 2001, she worked at Studio Attuariale G. Ottaviani, at Grant Thornton Assicurazione & Finanza (as CEO), and at Shandwick Corporate Communication.

In 1995, she specialized in financial risks at the Scuola Normale Superiore of Pisa; she was a researcher, lecturer and professor at the Catholic University of the Sacred Heart and Sapienza of Rome in quantitative subjects.

She is founding partner at EM Associates (2002) and SEM Data (2021) where she carries out consultancy activities.

She wrote several publications, the most recent of 2021 is: Sustainability Game (with M. Pedol, S. Melzi), in 'Corporate Social Responsibility and Environmental Management', Vol. 28, Issue 4.

CV Elena Biffi

DirectorSant’Agata di Esaro (CS)
16/07/1961
28/04/2020

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.

She has carried out numerous due diligence assignments related to the acquisition and privatisation of banking and financial companies.

She provides technical assistance in tax litigation at the Italian lower courts and the Supreme Court.

She is currently a non-equity partner of Studio Salvini e Soci - Studio Legale e Tributario founded by F. Gallo.

In the course of her career, she has gained the following experience:
- 1994-2000: Associate Attorney at Law and Tax Firm Ernst & Young International
- 1988-1994: Associate Attorney at KPMG International Law and Tax Firm

During the 12th Italian Legislature, she collaborated, as an independent technical advisor, with the President of the Finance Commission of the Chamber of Deputies on the drafting of legislative texts on tax matters.

She has taught at the 'Scuola Superiore dell'Economia e della Finanza' as well as in postgraduate master's degrees.

In addition to the positions of member of the Board of Directors and the Remunerations Committee of FinecoBank, she currently holds positions in the administrative and control bodies of significant Italian companies, listed and not. She is also a member of the Supervisory Committee of Banca Network Investimenti in compulsory administrative liquidation by appointment of the Minister of Economy and Finance upon proposal of the Bank of Italy.

CV Giancarla Branda

DirectorAlessandria
13/07/1962
28/04/2020

Paola Giannotti De Ponti, born in Alessandria on 13 July 1962, graduated in Political Economics with honours from Bocconi University in Milan and attended university semesters at Universität zu Köln (Cologne, Germany) and New York University.

She has over 30 years of international experience in the financial sector and in the Corporate and Investment Banking area with expertise in corporate finance, equity and bond capital markets, working capital management, structured finance, mergers and acquisitions, project finance.

Over the years between New York, London, Milan, Frankfurt and Paris, she has held a variety of operational and management roles within leading global institutions such as Morgan Stanley, Citigroup, Dresdner Bank and BNP Paribas where she was responsible for its Italian strategic clientele (including MEF, Telecom Italia, Eni, Enel, Terna, Ferrovie, Finmeccanica) and the Oil, Gas and Energy sector.

In the past she was member of the Board of Directors of TIM S.p.A., Ansaldo STS S.p.A., UBI Banca S.p.A., EPS Equita PEP SPAC S.p.A. and EPS Equita PEP SPAC 2 S.p.A. and Dresdner Kleinwort Wasserstein SGR.

In 2002 she was awarded the Bellisario Foundation Prize as Manager of the Year.

From 2000 to 2012, she was a member of the Council for Italy-United States Relations, under the honorary chairmanship of David Rockfeller.

In 2019, she was included in the group of 100 Italian women leaders drawn up by Forbes magazine.

Other than the position as member of the Board of Directors, Risk and Related Parties Committee and Remuneration Committee of FinecoBank, she currently holds administration positions (including board committees) Terna S.p.A..

CV Paola Giannotti De Ponti

DirectorBourgas (Bulgaria)
02/04/1972
28/04/2020

Marin Gueorguiev graduated in Economics and Business from Ca' Foscari University of Venice in 1998.

He obtained the Chartered Financial Analyst (CFA) designation in 2002.

Since more than twenty years he has been providing risk management and internal control systems management consultancy services to Financial Services and Energy & Utilities companies in Italy and in Europe.

Throughout his career he has gained the following significant experience:
- 2018-2019: Co-founder of Quantum S.r.l. (big data analytics IT consulting)
- 2009-2017: Managing Director, Risk & Compliance of Protiviti
-2007-2009: Senior Manager, Finance & Risk of Oliver Wyman
- 2004-2007: Director of Protiviti
-1997-2004: Senior Manager, Capital Markets and Audit of Deloitte.

CV Marin Gueorguiev

DirectorNovara
20/04/1972
28/04/2020

Gianmarco Montanari is General Director of the Italian Institute of Technology in Genoa.

Previously, he was City Manager (i.e. Managing Director) of the City of Turin after working for twenty years as a manager in top positions in the Automotive, Financial Services, Management Consulting and Central Public Administration sectors, always managing processes of reorganization and digital transformation of complex companies with modern organization.

He received a degree in Management Engineering from the Politecnico of Turin followed by four other degrees in Management, Economics, Political Science and Law and is formally certified as a F.I.G.C. Sports Management Collaborator, ACOI Coach and OIV Band 3 by the Ministry of Public Administration.

Over the years, he has achieved numerous specializations at the main International Business Schools (i.e. Harvard Business School, IMD, INSEAD, Columbia University, Bocconi) on management, innovation, digitization, high-tech and governance including:
- Board Director Diploma awarded with Distinction, IMD of Lausanne;
- International Directors Program, at INSEAD;
- Making Corporate Board More Effective, at the Harvard Business School.

He has been a member of numerous boards of private and public companies including the Turin Transport Group, Agenzia delle Entrate in Italy and AGID (Digital Italian Agency).

He was honoured first as 'Cavaliere' of the Italian Republic and then as an 'Ufficiale al Merito' of the Italian Republic.

He is the author of the book 'Tech Impact. Luci ed ombre dello sviluppo tecnologico' ('Tech Impact. The Lights and Shadows of Technological Development') and many other publications, as well as being an authoritative speaker on innovation, technology and change management.

He is the inventor of IED® Intergenerational Environmental Debt.

Currently, in addition to being a member of the Board of Directors, the Nominations Committee as well as Chairman of the Remunerations Committee of FinecoBank, he is also a member of the Board of Directors of Reale ITES, a leading provider of IT and related services, as well as an Independent Director and Member of the Remuneration Committee of the Tinexta Group, a company listed in the Star segment and a leading European operator in four business areas: Digital Trust, Cybersecurity, Credit Information & Management and Innovation & Marketing Services.

CV Gianmarco Montanari

DirectorPadova
19/09/1973
28/04/2021

Alessandra Pasini, 47 years old, is Chief Financial Officer, CEO Storage Business and Chief International & Business Development Officer of Snam, one of the leading energy infrastructure companies in the world.

Graduated in Business Administration at Luigi Bocconi University, she began her career in the management control of Kraft Jacobs Suchards.

In 1997, she joined Citi where she held various positions in the credit and corporate banking departments, also taking on the role of Chief of Staff of the Country Manager for some time.

In 2000, she joined the Investment Banking team and was personally involved in the separation of Snam Rete Gas from Eni and its listing as well as in significant M&A transactions, bank debt and capital markets and equity in particular in the utilities, telecom & media and infrastructure sectors.

In 2013, she joined Barclays as Deputy Head of Investment Banking for Italy and in 2015 she became Head of Investment Banking for Italy, overseeing several relevant transactions including the listing of Enav and the demerger of Italgas from Snam, the sale of Telecom Argentina by Telecom Italia and the sale by Eni of its upstream activities in Russia.

She joined Snam in November 2016 as CFO with responsibilities on administration, budget and tax, planning and control, finance, M&A. Since November 2019, she has also taken responsibility for the management of foreign affiliates, international development and Snam Global Solutions.

Since February 2022 she has been CEO of Stogit (100% owned by Snam), Europe’s largest gas storage company.

She is currently independent director of Fineco as well as, within Snam's holdings, director of De Nora, an Italian global leader in sustainable technologies, and ADNOC Gas Pipelines, a gas infrastructure company in Abu Dhabi.

CV Alessandra Pasini

DirectorRoma
01/05/1952
28/04/2020

Maria Alessandra Zunino de Pignier, graduated in Economics from the Catholic University of Milan, is a registered accountant and a registered auditor.

Since 1995 she has been working as a consultant for banks and financial intermediaries, with particular reference to issues of governance, compliance, internal audit, risk and personnel training, after having gained numerous working experiences in asset management and financial intermediation.

She is co-founder of Alezio.net Consulting S.r.l..

In the past she has been a member of the board of directors of banks and bank holding companies (Mediolanum S.p.A., Veneto Banca and Banca Intermobiliare di investimenti e gestione, Deutsche Bank Mutui S.p.A.) and a member of risk committees. She has held positions as auditor of listed companies and asset management companies (Gefran S.p.A., Terna S.p.A., CDP Investimenti SGR) and was Chairman of the Investment Committee of a smaller bank (Banca Ipibi - Financial Advisors).

Currently, in addition to her role as member of the Board of Directors, of the Risk and Related Parties Committee, and as Chairman of the Corporate Governance and Environmental and Social Sustainability Committee of FinecoBank, she is Chairman of AFC S.r.l., the training school of AIAF - Italian Association for Financial Analysis, Vice President of AIAF and member of the steering committee of EFFAS - European Federation of Financial Analysts Societies, of ACIIA - Association of Certified International Investment Analysts and of ILPIP - International Learning Platform for Investment Professionals, standing auditor of SABAF SpA and member of the 231 Act oversight board for PFE.

CV Maria Alessandra Zunino De Pignier

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.'.

List of competences

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 2022. The Board of Statutory Auditors has the following members:

Name and SurnameChargePlace and date of birthIn charge from
ChairwomanGallarate (VA)
06/08/1961
28/04/2021

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.

Founding member of 'Studio Associato Pasotti' located in Varese, she has been a member of the Board of Directors of the Register of Chartered Accountants and Accounting Experts of Varese since January 2017 to February 2022.

She has been a member of the Board of Auditors of OIV ('Organismo Italiano di Valutazion') since March 2018.

She has served as Auditor for over twenty years, also holding the position of Chairman and Auditor of the accounts of joint stock companies and public bodies.

She served as a member – independent and non-executive – of the Board of Directors of BANCA CARIGE S.p.A. from July 11, 2017 to January 2, 2019, and as a member of the Remuneration Committee, of the Risk Committee and of the Nomination and Governance Committee.

She has also been a member of the Board of Directors of Carige REOCO S.p.A. until May 2019.

Past Contract lecturer for non-institutional teaching activities at the Carlo Cattaneo University – LIUC – University in Castellanza (Varese, Italy).

CV Luisa Marina Pasotti

Standing Statutory AuditorRoma
27/06/1963
28/04/2020

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.

He is a consultant for several companies operating in the commercial sector.

He has served as Chairman of the Board of Statutory Auditors and Statutory Auditor of listed companies, focusing on governance in terms of controls and risks.

He currently carries out his professional activity in his own firm in Rome.

He holds the following significant positions pursuant to Article 148-bis of the Italian Consolidated Law on Finance ('TUF') on the accumulation of offices:
- Chairman of the Board of Statutory Auditors of MARR S.p.A.
- Member of supervisory bodies pursuant to Decree 231 of Italian stock companies.

CV Massimo Gatto

Standing Statutory AuditorBologna
09/10/1970
28/04/2021

Giacomo Ramenghi was born in Bologna on 9 October 1970. He is Certified Public Account and is registered in the Register of Chartered Accountants of Bologna and in the Register of Statutory Auditors since 2003.

He began his collaboration with Studio Gnudi (offices in Bologna, Milan and Rome) in 2000 and has been a partner since 2006. He has worked, among others, with a leading international auditing firm. He is mainly involved in corporate, accounting and tax consulting, extraordinary transactions (mergers, demergers, contributions), assistance in the auditing of financial statements and valuation of companies and shareholdings. He has gained particular experience in advising on international accounting standards.

He is a Statutory Auditor of numerous companies, including listed companies. Over the years, he has gained various experiences in companies belonging to the financial sector (banks, SIM, SGR and payment institutions).

He has been a contract professor for several years on the Master's Degree Course in 'Economics and Profession' organized by the Faculty of Economics of the University of Bologna. He is registered with the Register of Technical Consultants of the Court of Bologna. He speaks fluent English.

CV Giacomo Ramenghi

Lucia MontecamozzoAlternate Statutory AuditorMilano
16/09/1966
28/04/2021
Alessandro GaetanoAlternate Statutory AuditorNapoli
105/06/1962
28/04/2021

The members of the Statutory Auditors are domiciled for the purpose at the Company’s registered office.

FinecoBank Corporate Bodies Regulations

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 SurnameChargePlace and date of birthIn charge from
ChairmanMilano
15/10/1967
28/04/2020

He graduated in Business Administration at Bocconi University in Milan in 1991.

Since 2005 he is Full professor at the Department of Finance at Bocconi University, where he was previously a researcher and then associate professor.

At Bocconi University he is currently Director of the Financial Education research unit at the Baffi Carefin research Centre.

He has served in the past at Bocconi in many roles, including the positions of Director of the Baffi Carefin Centre (2015-2017), Dean of the Graduate School (2010-2014) and Director of the Finance Department (2007-2010).

He has authored many publications on risk management in banks, asset management companies and insurance companies, and on derivatives.

He is honorary member of AIFIRM (the association of Italian financial risk managers) and a member, since its launch, of the G53 Financial Literacy and Personal Finance Research Network.

He has been an independent board director of Fondi Alleanza SGR (2003-2006) and of Banca Aletti (2012-2014).

Since 2014 he is Vice Chairman of the Board and Chairman of the Risk and Related Parties Committee (previously denominated Audit and Related Parties Committee) at Finecobank, where he has also served as a member of the Corporate Governance, Appointments and Sustainability Committee (2017-2020) and of the Corporate Governance and Environmental and Social Sustainability Committee (since 2020).

Over the years he has also provided advisory services on risk management and derivative instruments to banks, insurance companies and asset management companies.

No position in any listed or large company

Board member in Aessedomus Srl (family-owned company managing a few residential real estate properties).

CV Francesco Saita

DirectorMilano
27/01/1966
28/04/2020

Elena Biffi is graduated with Honors in Political Economics from Bocconi University and since 1989 works in the financial-insurance sector, developing mathematical models for optimization, risk analysis and evaluation.

Independent director at FinecoBank, Arnoldo Mondadori Editore, REVO and ELBA Assicurazioni as well as being Insolvency Official Receiver at “Concordia SpA in LCA”(appointed by IVASS).

Member of the Advisory Board at Assofintech, the Italian Association for fintech, insurtech and proptech. Member at the Friend of the Sea (World Sustainability Organization) Technical Committee for sustainability, respect, and promotion of the marine environment.

Mentor and investor of innovative benefit startups.

Member at both AIAF (Italian Financial Analyst Association) and AIFIRM (Italian Association of Financial Industry Risk Managers).
In the past, she was:
- Chairman at the Board of Statutory Auditors and at the SB pursuant to Legislative Decree 231/2001 of Fondartigianato (appointment of the Ministry of Labor and Social Policies).
- Independent Director at Mediolanum S.p.A., Mediolanum Vita and Mediolanum Assicurazioni;
- Member at the supervisory body of the Vittoria Lavoro pension fund (nine years period);
- Co-founder at CSIP, Certified Sustainability Insurance Partners, for sustainability in the insurance sector.
Between 1991 and 2001, she worked at Studio Attuariale G. Ottaviani, at Grant Thornton Assicurazione & Finanza (as CEO), and at Shandwick Corporate Communication.

In 1995, she specialized in financial risks at the Scuola Normale Superiore of Pisa; she was a researcher, lecturer and professor at the Catholic University of the Sacred Heart and Sapienza of Rome in quantitative subjects.

She is founding partner at EM Associates (2002) and SEM Data (2021) where she carries out consultancy activities.

She wrote several publications, the most recent of 2021 is: Sustainability Game (with M. Pedol, S. Melzi), in 'Corporate Social Responsibility and Environmental Management', Vol. 28, Issue 4.

CV Elena Biffi

DirectorAlessandria
13/07/1962
28/04/2020

Paola Giannotti De Ponti, born in Alessandria on 13 July 1962, graduated in Political Economics with honours from Bocconi University in Milan and attended university semesters at Universität zu Köln (Cologne, Germany) and New York University.

She has over 30 years of international experience in the financial sector and in the Corporate and Investment Banking area with expertise in corporate finance, equity and bond capital markets, working capital management, structured finance, mergers and acquisitions, project finance.

Over the years between New York, London, Milan, Frankfurt and Paris, she has held a variety of operational and management roles within leading global institutions such as Morgan Stanley, Citigroup, Dresdner Bank and BNP Paribas where she was responsible for its Italian strategic clientele (including MEF, Telecom Italia, Eni, Enel, Terna, Ferrovie, Finmeccanica) and the Oil, Gas and Energy sector.

In the past she was member of the Board of Directors of TIM S.p.A., Ansaldo STS S.p.A., UBI Banca S.p.A., EPS Equita PEP SPAC S.p.A. and EPS Equita PEP SPAC 2 S.p.A. and Dresdner Kleinwort Wasserstein SGR.

In 2002 she was awarded the Bellisario Foundation Prize as Manager of the Year.

From 2000 to 2012, she was a member of the Council for Italy-United States Relations, under the honorary chairmanship of David Rockfeller.

In 2019, she was included in the group of 100 Italian women leaders drawn up by Forbes magazine.

Other than the position as member of the Board of Directors, Risk and Related Parties Committee and Remuneration Committee of FinecoBank, she currently holds administration positions (including board committees) Terna S.p.A..

CV Paola Giannotti De Ponti

DirectorBourgas (Bulgaria)
02/04/1972
28/04/2020

Marin Gueorguiev graduated in Economics and Business from Ca' Foscari University of Venice in 1998.

He obtained the Chartered Financial Analyst (CFA) designation in 2002.

Since more than twenty years he has been providing risk management and internal control systems management consultancy services to Financial Services and Energy & Utilities companies in Italy and in Europe.

Throughout his career he has gained the following significant experience:
- 2018-2019: Co-founder of Quantum S.r.l. (big data analytics IT consulting)
- 2009-2017: Managing Director, Risk & Compliance of Protiviti
-2007-2009: Senior Manager, Finance & Risk of Oliver Wyman
- 2004-2007: Director of Protiviti
-1997-2004: Senior Manager, Capital Markets and Audit of Deloitte.

CV Marin Gueorguiev

DirectorRoma
01/05/1952
28/04/2020

Maria Alessandra Zunino de Pignier, graduated in Economics from the Catholic University of Milan, is a registered accountant and a registered auditor.

Since 1995 she has been working as a consultant for banks and financial intermediaries, with particular reference to issues of governance, compliance, internal audit, risk and personnel training, after having gained numerous working experiences in asset management and financial intermediation.

She is co-founder of Alezio.net Consulting S.r.l..

In the past she has been a member of the board of directors of banks and bank holding companies (Mediolanum S.p.A., Veneto Banca and Banca Intermobiliare di investimenti e gestione, Deutsche Bank Mutui S.p.A.) and a member of risk committees. She has held positions as auditor of listed companies and asset management companies (Gefran S.p.A., Terna S.p.A., CDP Investimenti SGR) and was Chairman of the Investment Committee of a smaller bank (Banca Ipibi - Financial Advisors).

Currently, in addition to her role as member of the Board of Directors, of the Risk and Related Parties Committee, and as Chairman of the Corporate Governance and Environmental and Social Sustainability Committee of FinecoBank, she is Chairman of AFC S.r.l., the training school of AIAF - Italian Association for Financial Analysis, Vice President of AIAF and member of the steering committee of EFFAS - European Federation of Financial Analysts Societies, of ACIIA - Association of Certified International Investment Analysts and of ILPIP - International Learning Platform for Investment Professionals, standing auditor of SABAF SpA and member of the 231 Act oversight board for PFE.

CV Maria Alessandra Zunino De Pignier

Remuneration Committee

Name and SurnameChargePlace and date of birthIn charge from
ChairmanNovara
20/04/1972
28/04/2020

Gianmarco Montanari is General Director of the Italian Institute of Technology in Genoa.

Previously, he was City Manager (i.e. Managing Director) of the City of Turin after working for twenty years as a manager in top positions in the Automotive, Financial Services, Management Consulting and Central Public Administration sectors, always managing processes of reorganization and digital transformation of complex companies with modern organization.

He received a degree in Management Engineering from the Politecnico of Turin followed by four other degrees in Management, Economics, Political Science and Law and is formally certified as a F.I.G.C. Sports Management Collaborator, ACOI Coach and OIV Band 3 by the Ministry of Public Administration.

Over the years, he has achieved numerous specializations at the main International Business Schools (i.e. Harvard Business School, IMD, INSEAD, Columbia University, Bocconi) on management, innovation, digitization, high-tech and governance including:
- Board Director Diploma awarded with Distinction, IMD of Lausanne;
- International Directors Program, at INSEAD;
- Making Corporate Board More Effective, at the Harvard Business School.

He has been a member of numerous boards of private and public companies including the Turin Transport Group, Agenzia delle Entrate in Italy and AGID (Digital Italian Agency).

He was honoured first as 'Cavaliere' of the Italian Republic and then as an 'Ufficiale al Merito' of the Italian Republic.

He is the author of the book 'Tech Impact. Luci ed ombre dello sviluppo tecnologico' ('Tech Impact. The Lights and Shadows of Technological Development') and many other publications, as well as being an authoritative speaker on innovation, technology and change management.

He is the inventor of IED® Intergenerational Environmental Debt.

Currently, in addition to being a member of the Board of Directors, the Nominations Committee as well as Chairman of the Remunerations Committee of FinecoBank, he is also a member of the Board of Directors of Reale ITES, a leading provider of IT and related services, as well as an Independent Director and Member of the Remuneration Committee of the Tinexta Group, a company listed in the Star segment and a leading European operator in four business areas: Digital Trust, Cybersecurity, Credit Information & Management and Innovation & Marketing Services.

CV Gianmarco Montanari

DirectorSant’Agata di Esaro (CS)
16/07/1961
28/04/2020

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.

She has carried out numerous due diligence assignments related to the acquisition and privatisation of banking and financial companies.

She provides technical assistance in tax litigation at the Italian lower courts and the Supreme Court.

She is currently a non-equity partner of Studio Salvini e Soci - Studio Legale e Tributario founded by F. Gallo.

In the course of her career, she has gained the following experience:
- 1994-2000: Associate Attorney at Law and Tax Firm Ernst & Young International
- 1988-1994: Associate Attorney at KPMG International Law and Tax Firm

During the 12th Italian Legislature, she collaborated, as an independent technical advisor, with the President of the Finance Commission of the Chamber of Deputies on the drafting of legislative texts on tax matters.

She has taught at the 'Scuola Superiore dell'Economia e della Finanza' as well as in postgraduate master's degrees.

In addition to the positions of member of the Board of Directors and the Remunerations Committee of FinecoBank, she currently holds positions in the administrative and control bodies of significant Italian companies, listed and not. She is also a member of the Supervisory Committee of Banca Network Investimenti in compulsory administrative liquidation by appointment of the Minister of Economy and Finance upon proposal of the Bank of Italy.

CV Giancarla Branda

DirectorAlessandria
13/07/1962
28/04/2020

Paola Giannotti De Ponti, born in Alessandria on 13 July 1962, graduated in Political Economics with honours from Bocconi University in Milan and attended university semesters at Universität zu Köln (Cologne, Germany) and New York University.

She has over 30 years of international experience in the financial sector and in the Corporate and Investment Banking area with expertise in corporate finance, equity and bond capital markets, working capital management, structured finance, mergers and acquisitions, project finance.

Over the years between New York, London, Milan, Frankfurt and Paris, she has held a variety of operational and management roles within leading global institutions such as Morgan Stanley, Citigroup, Dresdner Bank and BNP Paribas where she was responsible for its Italian strategic clientele (including MEF, Telecom Italia, Eni, Enel, Terna, Ferrovie, Finmeccanica) and the Oil, Gas and Energy sector.

In the past she was member of the Board of Directors of TIM S.p.A., Ansaldo STS S.p.A., UBI Banca S.p.A., EPS Equita PEP SPAC S.p.A. and EPS Equita PEP SPAC 2 S.p.A. and Dresdner Kleinwort Wasserstein SGR.

In 2002 she was awarded the Bellisario Foundation Prize as Manager of the Year.

From 2000 to 2012, she was a member of the Council for Italy-United States Relations, under the honorary chairmanship of David Rockfeller.

In 2019, she was included in the group of 100 Italian women leaders drawn up by Forbes magazine.

Other than the position as member of the Board of Directors, Risk and Related Parties Committee and Remuneration Committee of FinecoBank, she currently holds administration positions (including board committees) Terna S.p.A..

CV Paola Giannotti De Ponti

Appointments Committee

Name and SurnameChargePlace and date of birthIn charge from
ChairwomanMilano
27/01/1966
28/04/2020

Elena Biffi is graduated with Honors in Political Economics from Bocconi University and since 1989 works in the financial-insurance sector, developing mathematical models for optimization, risk analysis and evaluation.

Independent director at FinecoBank, Arnoldo Mondadori Editore, REVO and ELBA Assicurazioni as well as being Insolvency Official Receiver at “Concordia SpA in LCA”(appointed by IVASS).

Member of the Advisory Board at Assofintech, the Italian Association for fintech, insurtech and proptech. Member at the Friend of the Sea (World Sustainability Organization) Technical Committee for sustainability, respect, and promotion of the marine environment.

Mentor and investor of innovative benefit startups.

Member at both AIAF (Italian Financial Analyst Association) and AIFIRM (Italian Association of Financial Industry Risk Managers).
In the past, she was:
- Chairman at the Board of Statutory Auditors and at the SB pursuant to Legislative Decree 231/2001 of Fondartigianato (appointment of the Ministry of Labor and Social Policies).
- Independent Director at Mediolanum S.p.A., Mediolanum Vita and Mediolanum Assicurazioni;
- Member at the supervisory body of the Vittoria Lavoro pension fund (nine years period);
- Co-founder at CSIP, Certified Sustainability Insurance Partners, for sustainability in the insurance sector.
Between 1991 and 2001, she worked at Studio Attuariale G. Ottaviani, at Grant Thornton Assicurazione & Finanza (as CEO), and at Shandwick Corporate Communication.

In 1995, she specialized in financial risks at the Scuola Normale Superiore of Pisa; she was a researcher, lecturer and professor at the Catholic University of the Sacred Heart and Sapienza of Rome in quantitative subjects.

She is founding partner at EM Associates (2002) and SEM Data (2021) where she carries out consultancy activities.

She wrote several publications, the most recent of 2021 is: Sustainability Game (with M. Pedol, S. Melzi), in 'Corporate Social Responsibility and Environmental Management', Vol. 28, Issue 4.

CV Elena Biffi

DirectorNapoli
29/08/1953
28/04/2020

Patrizia Albano, graduated with honors in Law from University 'La Sapienza'in Rome, is registered with the Bar Association of Rome.

She began her activity working as an internal lawyer at Istituto Mobiliare Italiano S.p.A. from 1981 to 1999, then moved to San Paolo IMI S.p.A. as Head of the Central Legal Department of the Major Customers Division until 2000.

She was General Counsel of IBI (today, Alerion Clean Power S.p.A.) and Head of the Corporate Secretariat of Risanamento Napoli S.p.A. and Fincasa S.p.A., both listed on the Italian Stock Exchange.

From 2003 to 2007, Ms. Albano worked at Studio Legale Carbonetti. .

Since 2007 she has been practicing at her own firm in Rome and Milan in the field of corporate law and is mainly involved in corporate consulting and capital transactions, banking and financial transactions, as well as institutional and corporate compliance (privacy, anti-money laundering, security, administrative liability of legal persons pursuant to Law 231/2001).

Since 2008 until may 2021 she advised the Prada Group on an ongoing basis. In particular, she assisted Prada S.p.A. in its listing on the Hong Kong Stock Exchange and held the position of Head of the Group’s Corporate Affairs Department, Board Secretary, and Company Secretary. In this area, she dealt with the governance and corporate legal issues of the listed Parent Company and subsidiaries in Italy and worldwide; supervised the Corporate Secretary, the Shareholdings, compliance and extraordinary transactions. She represented the company at Assolombarda, where she held the position of Chairman of the Fashion and Design Group from February 2015 to January 2018.

In the period April-October 2015 she was a member of the Board of Directors of Banca Carim – Cassa di Risparmio di Rimini S.p.A. In the period June-December 2016 she also held the position of Director of Mediacontech S.p.A.

Other than the positions as member of the Board of Directors, Nominations Committee and Corporate Governance and Environmental and Social Sustainability Committee of FinecoBank, she currently holds the administration and control offices in Artemide Italia S.p.A., Artemide Group S.p.A. and Piaggio & C. S.p.A.; she also holds the position of alternate Auditor of Edison S.p.A. Chairman of Supervisory Body of Fiocchi Munizioni S.p.A..

CV Patrizia Albano

DirectorNovara
20/04/1972
28/04/2020

Gianmarco Montanari is General Director of the Italian Institute of Technology in Genoa.

Previously, he was City Manager (i.e. Managing Director) of the City of Turin after working for twenty years as a manager in top positions in the Automotive, Financial Services, Management Consulting and Central Public Administration sectors, always managing processes of reorganization and digital transformation of complex companies with modern organization.

He received a degree in Management Engineering from the Politecnico of Turin followed by four other degrees in Management, Economics, Political Science and Law and is formally certified as a F.I.G.C. Sports Management Collaborator, ACOI Coach and OIV Band 3 by the Ministry of Public Administration.

Over the years, he has achieved numerous specializations at the main International Business Schools (i.e. Harvard Business School, IMD, INSEAD, Columbia University, Bocconi) on management, innovation, digitization, high-tech and governance including:
- Board Director Diploma awarded with Distinction, IMD of Lausanne;
- International Directors Program, at INSEAD;
- Making Corporate Board More Effective, at the Harvard Business School.

He has been a member of numerous boards of private and public companies including the Turin Transport Group, Agenzia delle Entrate in Italy and AGID (Digital Italian Agency).

He was honoured first as 'Cavaliere' of the Italian Republic and then as an 'Ufficiale al Merito' of the Italian Republic.

He is the author of the book 'Tech Impact. Luci ed ombre dello sviluppo tecnologico' ('Tech Impact. The Lights and Shadows of Technological Development') and many other publications, as well as being an authoritative speaker on innovation, technology and change management.

He is the inventor of IED® Intergenerational Environmental Debt.

Currently, in addition to being a member of the Board of Directors, the Nominations Committee as well as Chairman of the Remunerations Committee of FinecoBank, he is also a member of the Board of Directors of Reale ITES, a leading provider of IT and related services, as well as an Independent Director and Member of the Remuneration Committee of the Tinexta Group, a company listed in the Star segment and a leading European operator in four business areas: Digital Trust, Cybersecurity, Credit Information & Management and Innovation & Marketing Services.

CV Gianmarco Montanari

Corporate Governance and Environmental and Social Sustainability Committee

Name and SurnameChargePlace and date of birthIn charge from
ChairwomanRoma
01/05/1952
28/04/2020

Maria Alessandra Zunino de Pignier, graduated in Economics from the Catholic University of Milan, is a registered accountant and a registered auditor.

Since 1995 she has been working as a consultant for banks and financial intermediaries, with particular reference to issues of governance, compliance, internal audit, risk and personnel training, after having gained numerous working experiences in asset management and financial intermediation.

She is co-founder of Alezio.net Consulting S.r.l..

In the past she has been a member of the board of directors of banks and bank holding companies (Mediolanum S.p.A., Veneto Banca and Banca Intermobiliare di investimenti e gestione, Deutsche Bank Mutui S.p.A.) and a member of risk committees. She has held positions as auditor of listed companies and asset management companies (Gefran S.p.A., Terna S.p.A., CDP Investimenti SGR) and was Chairman of the Investment Committee of a smaller bank (Banca Ipibi - Financial Advisors).

Currently, in addition to her role as member of the Board of Directors, of the Risk and Related Parties Committee, and as Chairman of the Corporate Governance and Environmental and Social Sustainability Committee of FinecoBank, she is Chairman of AFC S.r.l., the training school of AIAF - Italian Association for Financial Analysis, Vice President of AIAF and member of the steering committee of EFFAS - European Federation of Financial Analysts Societies, of ACIIA - Association of Certified International Investment Analysts and of ILPIP - International Learning Platform for Investment Professionals, standing auditor of SABAF SpA and member of the 231 Act oversight board for PFE.

CV Maria Alessandra Zunino De Pignier

DirectorNapoli
29/08/1953
28/04/2020

Patrizia Albano, graduated with honors in Law from University 'La Sapienza'in Rome, is registered with the Bar Association of Rome.

She began her activity working as an internal lawyer at Istituto Mobiliare Italiano S.p.A. from 1981 to 1999, then moved to San Paolo IMI S.p.A. as Head of the Central Legal Department of the Major Customers Division until 2000.

She was General Counsel of IBI (today, Alerion Clean Power S.p.A.) and Head of the Corporate Secretariat of Risanamento Napoli S.p.A. and Fincasa S.p.A., both listed on the Italian Stock Exchange.

From 2003 to 2007, Ms. Albano worked at Studio Legale Carbonetti. .

Since 2007 she has been practicing at her own firm in Rome and Milan in the field of corporate law and is mainly involved in corporate consulting and capital transactions, banking and financial transactions, as well as institutional and corporate compliance (privacy, anti-money laundering, security, administrative liability of legal persons pursuant to Law 231/2001).

Since 2008 until may 2021 she advised the Prada Group on an ongoing basis. In particular, she assisted Prada S.p.A. in its listing on the Hong Kong Stock Exchange and held the position of Head of the Group’s Corporate Affairs Department, Board Secretary, and Company Secretary. In this area, she dealt with the governance and corporate legal issues of the listed Parent Company and subsidiaries in Italy and worldwide; supervised the Corporate Secretary, the Shareholdings, compliance and extraordinary transactions. She represented the company at Assolombarda, where she held the position of Chairman of the Fashion and Design Group from February 2015 to January 2018.

In the period April-October 2015 she was a member of the Board of Directors of Banca Carim – Cassa di Risparmio di Rimini S.p.A. In the period June-December 2016 she also held the position of Director of Mediacontech S.p.A.

Other than the positions as member of the Board of Directors, Nominations Committee and Corporate Governance and Environmental and Social Sustainability Committee of FinecoBank, she currently holds the administration and control offices in Artemide Italia S.p.A., Artemide Group S.p.A. and Piaggio & C. S.p.A.; she also holds the position of alternate Auditor of Edison S.p.A. Chairman of Supervisory Body of Fiocchi Munizioni S.p.A..

CV Patrizia Albano

DirectorMilano
15/10/1967
28/04/2020

He graduated in Business Administration at Bocconi University in Milan in 1991.

Since 2005 he is Full professor at the Department of Finance at Bocconi University, where he was previously a researcher and then associate professor.

At Bocconi University he is currently Director of the Financial Education research unit at the Baffi Carefin research Centre.

He has served in the past at Bocconi in many roles, including the positions of Director of the Baffi Carefin Centre (2015-2017), Dean of the Graduate School (2010-2014) and Director of the Finance Department (2007-2010).

He has authored many publications on risk management in banks, asset management companies and insurance companies, and on derivatives.

He is honorary member of AIFIRM (the association of Italian financial risk managers) and a member, since its launch, of the G53 Financial Literacy and Personal Finance Research Network.

He has been an independent board director of Fondi Alleanza SGR (2003-2006) and of Banca Aletti (2012-2014).

Since 2014 he is Vice Chairman of the Board and Chairman of the Risk and Related Parties Committee (previously denominated Audit and Related Parties Committee) at Finecobank, where he has also served as a member of the Corporate Governance, Appointments and Sustainability Committee (2017-2020) and of the Corporate Governance and Environmental and Social Sustainability Committee (since 2020).

Over the years he has also provided advisory services on risk management and derivative instruments to banks, insurance companies and asset management companies.

No position in any listed or large company

Board member in Aessedomus Srl (family-owned company managing a few residential real estate properties).

CV Francesco Saita

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 December, 16, 2021, 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.

Global Policy for the management of transactions with persons in potential conflict of interest of the FinecoBank Group

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.

Articles of Association

Quali-Quantitative Profile of the Board of Directors

In a meeting held on 25 February 2020 – 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 28, 2020 Annual Meeting of Shareholders.

Quali-Quantitative BoD Profile - February 25, 2020

On March 16, 2021, the document was updated and approved by the Board of Directors for the purpose of the April 28, 2021 Annual Meeting of Shareholders.

Quali-Quantitative BoD Profile - March 16, 2021

Quali-Quantitative Profile of the Board of Statutory Auditors

In a meeting held on 11 March 2020, 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 28, 2020 Annual Meeting of Shareholders.

Quali-quantitative BoSA Profile - March 11, 2020

On March 15, 2021, the document was updated and approved by the Board of Directors for the purpose of the April 28, 2021 Annual Meeting of Shareholders.

Quali-Quantitative BoSA Profile - March 15, 2021

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.

Procedures for Shareholders’ 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.

Tax Strategy

Report on Corporate Governance

The 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 2021

The 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 2020

The 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 2019

The 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 2018

With 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 2017

The 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 2016

The 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 2015

The 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 2014

In 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 System

Internal 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.

Internal Dealing Procedure

DateName and SurnameTransactionNumber of sharesAmount in €Save
14 October 2014Enrico Cotta RamusinoBuy25,00099,700
22 December 2014Noris Giancarlo GaccioliBuy4,30019,909
23 December 2014Noris Giancarlo GaccioliBuy2,30010,511
16 March 2015Noris Giancarlo GaccioliBuy3,50021,402.50
7 April 2015Noris Giancarlo GaccioliBuy2,50016,500
17 April 2015Noris Giancarlo GaccioliSell10,10069,664.75
23 April 2015Noris Giancarlo GaccioliBuy8,00053,520.00
17 August 2015Noris Giancarlo GaccioliBuy2,70020,668.50
11 November 2015Enrico Cotta RamusinoBuy12,00086,280
30 December 2015Noris Giancarlo GaccioliSell10,70081,373.50
30 December 2015Noris Giancarlo GaccioliSell2,50018,975
13 April 2016Stefano OrfaniniSell18,900131,166
14 February 2017Mauro AlbaneseSell43,781238,221
14 February 2017Paolo Di GraziaSell43,754238,074
14 February 2017Alessandro FotiSell106,370578,780
14 February 2017Carlo GiausaSell34,406187,210
14 February 2017Fabio MilanesiSell43,754238,074
14 February 2017Stefano OrfaniniSell3,48318,952
14 February 2017Lorena PelliciariSell18,576101,076
28 March 2017Stefano OrfaniniSell4,61729,687
3 April 2017Stefano OrfaniniSell3,41221,744
9 May 2017Stefano OrfaniniSell4,52430,641
19 May 2017Mauro AlbaneseSell22,000147,400
22 May 2017Mauro AlbaneseSell22,000148,500
13 June 2017Carlo GiausaSell15,000107,284.50
13 June 2017Carlo GiausaSell24,894178,167.26
7 September 2017Enrico Cotta RamusinoBuy13,00089,858
5 October 2017Enrico Cotta RamusinoBuy10,00072,000
6 October 2017Enrico Cotta RamusinoBuy5,00035,975
14 February 2018Alessandro FotiSell90,895840,797
14 February 2018Fabio MilanesiSell37,410346,050
14 February 2018Carlo GiausaSell29,406272,011
14 February 2018Mauro AlbaneseSell37,426346,198
14 February 2018Paolo Di GraziaSell37,585347,669
14 February 2018Lorena PelliciariSell15,379142,259
26 February 2018Mauro AlbaneseSell24,000239,868
3 April 2018Alessandro FotiSell32,933319,392
3 April 2018Fabio MilanesiSell13,559131,498
3 April 2018Carlo GiausaSell25,355245,899
3 April 2018Mauro AlbaneseSell24,862241,117
3 April 2018Paolo Di GraziaSell13,559131,498
3 April 2018Lorena PelliciariSell5,82856,521
3 April 2018Stefano OrfaniniSell3,96538,453
9 May 2018Enrico Cotta RamusinoSell34,213339,602
10 May 2018Enrico Cotta RamusinoSell30,787302,258
13 February 2019Alessandro FotiSell55,826564,075
13 February 2019Fabio MilanesiSell22,719229,557
13 February 2019Mauro AlbaneseSell22,986232,254
13 February 2019Paolo Di GraziaSell22,719229,557
13 February 2019Lorena PelliciariSell9,87699,789
1 April 2019Alessandro FotiSell31,522371,329
1 April 2019Fabio MilanesiSell12,998153,116
1 April 2019Mauro AlbaneseSell12,979152,893
1 April 2019Paolo Di GraziaSell24,524288,893
1 April 2019Lorena PelliciariSell4,77456,238
1 April 2019Stefano OrfaniniSell92610,908
6 August 2019Enrico Cotta RamusinoBuy20,000177,380
4 September 2019Enrico Cotta RamusinoBuy5,00047,875
6 September 2019Enrico Cotta RamusinoBuy5,00049,135
13 February 2020Alessandro FotiSell72,438786,908
13 February 2020Fabio MilanesiSell29,082315,924
13 February 2020Mauro AlbaneseSell29,753323,213
13 February 2020Paolo Di GraziaSell29,082315,924
13 February 2020Lorena PelliciariSell12,441135,149
25 February 2020Enrico Cotta RamusinoBuy8,00079,184
6 March 2020Enrico Cotta RamusinoBuy5,00044,998
11 March 2020Enrico Cotta RamusinoBuy5,00038,759
3 April 2020Alessandro FotiSell35,439305,643.66
3 April 2020Fabio MilanesiSell14,616126,055.69
3 April 2020Mauro AlbaneseSell14,590125,831.46
3 April 2020Paolo Di GraziaSell14,616126,055.69
3 April 2020Lorena PelliciariSell5,41746,718.92
3 April 2020Stefano OrfaniniSell9257,977.66
1 April 2021Alessandro FotiSell27,609386,227.82
1 April 2021Fabio MilanesiSell14,931208,872.75
1 April 2021Mauro AlbaneseSell13,706191,735.98
1 April 2021Paolo Di GraziaSell14,931208,872.75
1 April 2021Lorena PelliciariSell6,35888,943.33
1 April 2021Stefano OrfaniniSell92512,940.01
1 April 2021Giovanni BoneschiSell1,39219,472.97
1 April 2022Alessandro FotiSell18,267258,296.48
1 April 2022Fabio MilanesiSell10,401147,070.76
1 April 2022Mauro AlbaneseSell8,952126,581.82
1 April 2022Paolo Di GraziaSell24,190342,048.05
1 April 2022Lorena PelliciariSell4,30560,872.96
1 April 2022Stefano OrfaniniSell6709,473.84
1 April 2022Giovanni BoneschiSell6969,841.48
DateNameSave
July 2019BlackRock Inc.
August 2019BlackRock Inc.
September 2019BlackRock Inc.
October 2019BlackRock Inc.
November 2019BlackRock Inc.
January 2020BlackRock Inc.
February 2020BlackRock Inc.
March 2020BlackRock Inc.
April 2020BlackRock Inc.
May 2020BlackRock Inc.
June 2020BlackRock Inc.
July 2020BlackRock Inc.
August 2020BlackRock Inc.
September 2020BlackRock Inc.
October 2020BlackRock Inc.
November 2020BlackRock Inc.
December 2020BlackRock Inc.
January 2021BlackRock Inc.
February 2021BlackRock Inc.
March 2021BlackRock Inc.
April 2021BlackRock Inc.
May 2021BlackRock Inc.
June 2021BlackRock Inc.
July 2021BlackRock Inc.
August 2021BlackRock Inc.
September 2021BlackRock Inc.
October 2021BlackRock Inc.
November 2021BlackRock Inc.
December 2021BlackRock Inc.
January 2022BlackRock Inc.
February 2022BlackRock Inc.
March 2022BlackRock Inc.
April 2022BlackRock Inc.
May 2022BlackRock Inc.
June 2022BlackRock Inc.
July 2022BlackRock Inc.
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