Internal Board Committees

The Board of Directors decided to establish a number of Board committees with advisory and recommendation duties to facilitate the work of the Board. The Board of Directors decided to establish a number of Board committees with advisory and recommendation duties to facilitate the work of the Board. See the following link their respective compositions.

Risk & Audit Committee

The Risk & Audit Committee supports the Board of Directors in matters of risk and the system of internal controls and in assessing the proper use of accounting principles for the preparation of the separate and consolidated financial statements.

In particular, it is responsible for all activities that are instrumental and necessary for the Board of Directors to arrive at a correct and effective determination of the Risk Appetite Framework (“RAF”) and risk governance policies.

Nomination Committee

The Nomination Committee performs its functions in accordance with existing regulations, supporting the Board of Directors (and, if necessary and when possible, the General Meeting of Shareholders) in the process of appointing Directors and Board Committees, in the assignment of positions and in assessing the suitability of the Board as a whole and of individual directors to perform their self-assessment and the evaluation of the suitability of the heads of the main corporate functions, as required by regulations. It also participates in the definition and evaluation of succession plans for the CEO and General Manager and the Chairman of the Board of Directors.

Remuneration Committee

The Committee advises and supports the Board of Directors in terms of compensation and incentive procedures and policies for the CA Auto Bank Group.

The Committee examines, at least annually, the fixed and variable remuneration policies and the list of material risk takers proposed by the CEO and issues to the Board of Directors its opinion on them, also in light of the assessments produced by the internal control functions, as well as the report on their application (ex-post reporting), to be submitted afterwards for approval by the General Meeting of Shareholders. It may also preliminarily examine, if delegated to do so by the Board of Directors, certain specific share-based compensation plans for qualified categories of employees, as well as elements of the current variable compensation system.The Committee expresses its opinion with respect to the compensation defined for directors in relation to certain assignments given from time to time by the Board of Directors.

Board Executive Credit Committee

The Board of Directors has delegated to the Board Executive Credit Committee (BECC) decisions on the approval of credits falling within its purview, which, according to the current power delegation model, are not delegated to corporate bodies. This delegation is acted upon by exception in all cases where the date of the first scheduled Board of Directors meeting is not compatible with the urgency of the credit decisions to be adopted.

For more details on the functions performed by the committees, reference is made to the attached table.