Legislación nacional y los derechos de las personas afrodescendientes

Percepciones de los costarricenses sobre la población afrodescendiente

3.2 Legislación nacional y los derechos de las personas afrodescendientes

Intesa Sanpaolo adheres to Borsa Italiana’s Corporate Governance Code, and its governance system, based on the dual management and control system, is in line with the principles contained therein (for which a report is provided, describing the adjustments deemed appropriate) and with the Consob recommendations on this matter, as well as, in general, with national and international best practices, which aim to ensure adequate distribution of responsibilities and powers through a proper balance of management and control functions.

The dual model

Intesa Sanpaolo adopts the dual management and control model, in which the functions of control and strategic management, performed by the Supervisory Board, are separated from the management of the Company’s business, which is exercised by the Management Board in accordance with the provisions of Article 2409-octies and subsequent of the Italian Civil Code and Article 147-ter and subsequent of the Consolidated Law on Finance.

The decision to use the dual model - which is widespread in other countries of the European Union in large companies and in companies with widely-distributed shares and applied according to the specific local characteristics - is based on a number of reasons.

First of all, this model more clearly separates the functions of ownership and management, with the Supervisory Board acting as a filter between shareholders and the management body - namely the Management Board - and therefore appears to respond more effectively than the traditional model to the need for greater transparency and reduction of potential conflict of interest risk. Furthermore, the role assigned by law to the Supervisory Board emphasises the distinction between the control function and the strategic guidelines on the one hand, and the management function on the other, permitting a clearer definition of the roles and responsibilities of the corporate bodies, also to ensure sound and prudent management of the Bank. In particular, the Supervisory Board, which takes on several of the powers typically assigned to the Shareholders’ Meeting, functions of the board of statutory auditors and some of the “executive administration” powers, performs a broader steering and control function, also in terms of performance, with respect to management of the Company than that normally carried out by the board of statutory auditors.

The Shareholders’ Meeting

The Shareholders’ Meeting is the body deemed to represent all Shareholders and its resolutions, passed in accordance with the law and the Articles of Association, are binding on all Shareholders, irrespective of their attendance or dissent.

At Intesa Sanpaolo, a company that has adopted the dual management and control model, the Shareholders’ Meeting is amongst other things expected to resolve upon:

– appointment and removal of the Supervisory Board;

– responsibilities of members of the Supervisory Board and, without prejudice to the concurrent duties of the Supervisory Board, of members of the Management Board;

– allocation of net income;

– appointment and revocation of independent auditors;

– approval of financial statements unless approved by the Supervisory Board;

– transactions reserved by the law to resolution of the Extraordinary Shareholders’ Meeting;

– approval of the remuneration policies for the Management Board Members and financial instrument-based plans.

The Supervisory Board

The Supervisory Board is composed of a minimum of 15 and a maximum of 21 members, including non-shareholders, appointed by the Shareholders’ Meeting, who remain in office for three financial years.

Pursuant to the provisions of Article 23 of the Articles of Association, Intesa Sanpaolo’s ordinary Shareholders’ Meeting, held on 30 April 2010, appointed the Supervisory Board for the financial years 2010/2011/2012, with 19 members, appointing Giovanni Bazoli as Chairman and Mario Bertolissi and Elsa Fornero as Deputy Chairmen.

Pursuant to the Articles of Association, election of the supervisory body took place on the basis of lists of candidates with the integrity, professional and independence requisites envisaged by law and by the Articles of Association, presented by Shareholders holding at least 0.5% of the ordinary share capital.

The Supervisory Board performs steering, strategic supervision and control duties. Therefore, in addition to the supervisory functions of the board of statutory auditors under the traditional management and control model, it is also charged with certain duties traditionally attributed to the Shareholders’ Meeting, such as the appointment and removal of Management Board members, actions against members of the Management Board and approval of the financial statements. The Supervisory Board may represent to the Management Board its opinion, in order for relevant proposals to be drafted, with reference to significant strategic transactions.

In its meetings of 4 and 7 May 2010, the Supervisory Board established three internal Technical Committees, as envisaged by the Articles of Association:

122 Other information

As provided for by article 2497 and subsequent articles of the Italian Civil Code, Intesa Sanpaolo exercises management and coordination activities for its direct and indirect subsidiaries, including companies which, on the basis of current laws, are not part of the Banking group.

In addition, note that:

– the list of Group companies and subsidiaries as at 31 December 2010 is provided in the Notes to the consolidated financial statements (Part A and Part B - Assets - Section 10).

– the Notes to the consolidated financial statements also contain (Part E – Information on risks and the relative hedging policies – Section 1) information concerning obligations under art. 36 of the Market Regulation with respect to subsidiaries incorporated under and governed by the laws of non-European Union Member States;

– information on compensation and transactions with related parties carried out by the Bank or by the Group is provided in Part H of the Notes to the consolidated financial statements. In particular, details on Parent Company’s and subsidiary companies’ shares held by Supervisory and Management Board Members and Parent Company’s General Managers and in aggregate by other Key Managers, and other individuals pursuant to article 79 of Issuers’ Regulation 11971/99, are provided in Part H of the Notes to the consolidated financial statements;

– a detailed breakdown of the compensation paid to Supervisory and Management Board Members and to the Parent Company’s General Managers and, in aggregate, to other Key Managers (article 78 of Issuers Regulation 11971/99 and subsequent amendments), as well as the stock option plans reserved to Supervisory and Management Board Members, General Managers and Key Managers is provided in Part H of the Notes to the consolidated financial statements;

–

as indicated in the Introduction to these financial statements, information on the Corporate Governance system and the ownership structure of Intesa Sanpaolo pursuant to article 123-bis of the Consolidated Law on Finance is provided in a specific chapter of this Report and a separate document “Corporate Governance Report and Information on Ownership Structures”, approved and published together with these financial statements and available for consultation from the “Governance” section of the Bank’s website at: www.group.intesasanpaolo.com;

– in a like manner, the public disclosure as at 31 December 2010 concerning Basel 2 Pillar 3 (“Pillar 3”) contained in a special separate file may be consulted on the Bank’s website at the address indicated above.

123 Corporate Governance

The dual model

The Shareholders’ Meeting

At Intesa Sanpaolo, a company that has adopted the dual management and control model, the Shareholders’ Meeting is amongst other things expected to resolve upon:

– appointment and removal of the Supervisory Board;

– responsibilities of members of the Supervisory Board and, without prejudice to the concurrent duties of the Supervisory Board, of members of the Management Board;

– allocation of net income;

– appointment and revocation of independent auditors;

– approval of financial statements unless approved by the Supervisory Board;

– transactions reserved by the law to resolution of the Extraordinary Shareholders’ Meeting;

– approval of the remuneration policies for the Management Board Members and financial instrument-based plans.

The Supervisory Board

The Supervisory Board is composed of a minimum of 15 and a maximum of 21 members, including non-shareholders, appointed by the Shareholders’ Meeting, who remain in office for three financial years.

In its meetings of 4 and 7 May 2010, the Supervisory Board established three internal Technical Committees, as envisaged by the Articles of Association:

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The Nomination Committee, which is responsible for selecting and proposing appointments to the Management Board;

– The Remuneration Committee, which is responsible for proposing and advising on remuneration, in accordance with law and the Articles of Association;

–

The Control Committee, which proposes, advises and investigates on matters regarding internal control, risk management and the IT accounting system. The Committee also performs the duties and tasks of a Surveillance Body pursuant to Italian Legislative Decree 231/2001 on the administrative responsibility of companies, supervising operations and compliance with the Organisational, Management and Control Model adopted by the Bank;

and two additional Technical Committees:

– The Strategy Committee, responsible for supporting the Supervisory Board and Chairman in examining proposals received from the Management Board on general programmes and strategic guidelines, business and/or financial plans, and strategic transactions;

– The Financial Statements Committee, which supports the Supervisory Board and Chairman in studying issues relating to preparation of the Parent Company’s and consolidated financial statements, making, amongst other things, recommendations regarding approval of the financial statements and requesting for additional information and clarification to the Manager in charge of preparing the Company’s financial reports and to the management bodies.

In the meeting of 26 November 2010, the Supervisory Board established the internal Related Party Transactions Committee, which is also responsible for providing a motivated opinion in the process for approval of the transactions in question.

The Management Board

The Management Board - in charge of managing the Company - is composed of a minimum of 7 and a maximum of 11 members, including non-shareholders, appointed by the Supervisory Board, which determines their number at the time of appointment. The Supervisory Board of 7 May 2010 determined the number of members to be 9, appointing Andrea Beltratti as Chairman, Marcello Sala as Senior Deputy Chairman and Giovanni Costa as Deputy Chairman. Corrado Passera was indicated as Managing Director and CEO (the Management Board appointed him in its meeting of 10 May 2010), and the Executive Board Members of the commissions were also identified. The Managing Director, appointed by the Management Board from among its members, is the only CEO with full powers.

The Management Board remains in office for three financial years, until the date of the Supervisory Board meeting called to approve the 2012 financial statements.

The Management Board is responsible for management of the company in compliance with the general programmes and strategic guidelines approved by the Supervisory Board. For this purpose, it takes all required actions deemed useful, necessary or appropriate to achieve the corporate purpose, relating to both the ordinary and extraordinary administration.

In its meeting of 14 May 2010, the Management Board established, in accordance with the Articles of Association, three specialised internal Commissions (the Business Plan and Extraordinary Transactions Commission, the Capital Adequacy and Financial Statements Commission and the Lending and Risks Commission), [consisting of executive Board Members appointed by the Supervisory Board] with preparatory and advisory duties aimed at making an active and systematic contribution to the exercise of management functions. A Coordinating Member was appointed for each Commission, responsible for organising and planning activities and ensuring the appropriate coordination with both the Chairman and Managing Director.

Head Office Departments

Intesa Sanpaolo’s Head Office Departments are organised according to a model that is in line with international best practices in terms of Corporate Governance. The majority of Head Office Departments are structured under the following governance areas, reporting directly to the Managing Director and CEO:

Chief Operating Officer (COO)

The COO is responsible for:

– defining, in accordance with corporate strategies and objectives, the Group’s organisational, IT, logistic, operational and security guidelines and policies, working with Intesa Sanpaolo Group Services;

– coordinating the implementation of said guidelines and policies by the relevant Group business units, and in other corporate departments as appropriate;

– verifying, through the appropriate control methods and in collaboration with Intesa Sanpaolo Group Services, compliance with the guidelines and policies in the aforementioned areas, ensuring, in accordance with the Business Plan, the achievement of cost synergies and excellent quality service.

Chief Financial Officer (CFO)

The CFO is responsible for:

– defining, in accordance with corporate strategies and objectives, the guidelines and policies in terms of research, planning, capital management, credit strategies, management control, financial statements, tax obligations, and relations with investors and rating agencies;

– facilitating value creation within the Group and ensuring the relative controls, through integrated monitoring of study and research activities, planning, management control and capital management, and optimisation of the financial and credit portfolios;

– coordinating the implementation of guidelines and policies on planning, capital management, management control, financial statements and tax obligations by the relevant Group business units, and in other corporate departments as appropriate;

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– verifying the implementation of said guidelines and policies, also through monitoring of the Group’s planning and capital management process, budget development and management control activities;

– ensuring the accurate and timely presentation of income statement and balance sheet results of the Bank and of the entire Group, as well as compliance with the relative accounting and supervisory obligations, performing quality control of the processes governing administrative and financial reporting disclosures to the market, pursuant to the appropriate regulations; – verifying, through the appropriate control methods, compliance with the guidelines and policies defined and ensuring the

pursuit of effectiveness and efficiency in the service level offered.

Chief Lending Officer (CLO)

The CLO is responsible for:

– making material lending decisions, or submitting them to the relevant Bodies, and supervising non-performing loans;

– coordinating the implementation of credit guidelines and policies by the relevant Bank and Group business units, and in other corporate departments as appropriate;

– participating, in accordance with the corporate strategies and objectives, in the definition of the Bank’s and Group’s guidelines in terms of lending strategy and credit risk acceptance and management, directly authorising pertinent matters;

– managing, monitoring and coordinating the recovery of Group positions classified as doubtful and not outsourced to external collection companies.

Chief Risk Officer (CRO)

The CRO is responsible for:

– consistent with corporate strategies and objectives, defining guidelines and policies on risk management, compliance and legal matters;

– coordinating the implementation of guidelines and policies on risk management, compliance and legal matters by the relevant Group business units, and in other corporate departments as appropriate;

– guaranteeing the measurement and control of Group exposure to the various types of risk, also verifying the implementation of guidelines and policies as above;

– guaranteeing the monitoring of credit quality and the observance of credit-related guidelines and strategies through the constant monitoring of risk, and submitting proposals on the structure of delegated powers of the Corporate Bodies;

– supervising the identification and monitoring of any misalignment of current regulations, and arranging consulting, support and sensitisation as appropriate on regulations to the corporate departments.

The following are not part of the aforementioned governance areas:

– The Internal Auditing Department, which reports directly to the Chairman of the Management Board and the Chairman of the Supervisory Board and is responsible for:

o ensuring constant and independent auditing of the regular performance of Bank operations and processes for the purpose

of preventing or identifying any anomalous or risky conduct or situation, assessing the overall operations of the internal control system and its adequacy in guaranteeing the effectiveness and efficiency of company processes, safeguarding asset value and loss protection, and the reliability and completeness of accounting and management reports, and the

In document Mirando la población desde una PERSPECTIVA ÉTNICA. Herramienta para el análisis de los derechos y la lucha contra la discriminación. (página 102-114)