CORPORATE GOVERNANCE AND ORGANIZATIONAL STRUCTURES
OUR SOUND AND PRUDENT MANAGEMENT MECHANISMS
The corporate governance system and the organizational structures adopted by CA Auto Bank are instrumental in ensuring the sound and prudent management of the company and the group that it manages, in compliance with existing regulations and the guidelines for growth adopted, the articles of association of the Company, and the company’s business development goals.
CA Auto Bank‘s corporate governance rests on three fundamental elements in addition to the General Meeting of Shareholders: the Board of Directors, the CEO, and the Board of Statutory Auditors.
The Board of Directors is responsible for the strategic supervision function, the CEO for the management function, and the Board of Statutory Auditors for the control function. The company’s business is conducted through an organization that operates on the basis of the decision-making system and the functioning rules adopted by the Board and the CEO, within the scope of their respective powers, establishing the structure of functions to which people and activities are allocated, describing the core and non-core processes, assigning the responsibilities for their implementation and the manner of execution through the relevant policies and procedures, and setting up adequate internal control structures to mitigate different types of risks and ensure sound, prudent and sustainable management. Pursuant to law, the statutory audit of the accounts is delegated to an auditing firm.
CA Auto Bank S.p.A.’s organizational structures reflect its dual nature as a company that, on the one hand, coordinates business and partnerships in the various markets and in compliance with regulations and, on the other, is dedicated to the oversight and development of the wholesale and retail financing market in Italy.
Consistently, the organization consists of Headquarters functions, which report to CA Consumer Finance, and the Italy market. In addition, the separation between business and internal control-oriented functions is strictly enforced. The prevailing organizational rationale followed to ensure effective coordination between the parent company and its subsidiaries is matrixed. CA Auto Bank is the parent company, pursuant to Article 61 of Legislative Decree No. 385 of September 1, 1993, of the “CA Auto Bank” banking group; in turn, it is controlled by a sole shareholder, CA Consumer Finance S.A., and is subject to the latter’s management and coordination activities (pursuant to Article 2497 of the Civil Code). The bank, pursuant to the application of the principle of proportionality provided for in current supervisory regulations, has been considered by the European Central Bank as a “significant bank,” and is therefore supervised by that Authority.