Since 2011, the board has been conducting an annual evaluation of its composition and functioning.
The evaluation process is conducted with the aid of a specialist external advisor, using questionnaires and personal interviews.
The results of the evaluation have been constructive and positive.
The evaluation process has enabled the company to identify issues and address them through targeted actions. In the 2015 evaluation, the directors:
- Expressed their approval on the structure, functioning and effectiveness of the board.
- Deemed the board’s size, composition and mix of expertise to be appropriate. Found substantive (as opposed to merely formal) independence of Directors.
- Underlined the role of the Chair and recognized his leadership.
- Found the structure of the Committees adequate and appreciated the support for the Board of Directors' decisions by means of opinions and presentations.
- Expressed their satisfaction of the Board of Statutory Auditors and appreciation of the Chair's authoritativeness and expertise on the subject of control and risks.
In 2015, 94% of FTSE MIB companies disclosed information on their board evaluation procedures, but only 64% were assisted by an external consultant in order to ensure greater impartiality.
(Source: Assonime “Corporate governance in Italy")
Among the areas for improvement, the majority of the directors identified the advisability of:
- Refining the crisis management process, with a view to his continual development to meet the Company's needs.
- Finding more time to be devoted at BoD meetings to discussion of social and environmental sustainability matters.
- Focusing on the succession process for key management personnel and the continuous process of review of the Related Party Transaction Procedures.
- Reviewing the operation and mission of Investment Committee.
- Considering the possibility of dividing the activities of the RCC between risk and audit matters.
In regard to those solicitations, the following measures have been taken:
- on crisis management topic, the Board has updated the qualitative surveillance defenses which outline the actions to undertake in response to severe stresses (Systemic Risk Management Plan, Liquidity Risk Management Plan and Recovery Plan), has approved a project of plan to draft the Group Policy for managing the communication in crisis situations and, eventually, the proposal to draft a Business Continuity Management Plan and the related Group Policy;
- as regard social and environmental sustainability matters, the Board has delegated the responsibility to a specific committee, the corporate governance, social and environmental sustainability committee; the Group Social Responsibility function has been strengthened too;
- on related party transactions issues, the Board has reviewed the regulation on the composition of the committee in charge for the event that one or more of his members have an interest according to s. 2391 of the Italian Civil Code. In addition it has been further improved the related operating procedure, in order to make clearer and more precise, for the subjects involved, the identification of related parties;
- within the review of the Regulation of the Board of Directors and its committees, the functioning and the responsibilities of the Investments Committee have been redefined with the purpose to adapt them to the provisions of the Solvency II Directive and to provide a greater focus on matters like asset allocation and asset liability management;
- within the review of the Regulation of the Board of Directors and its committees, the meetings of the Risk and Control Committee have been divided into separate sessions, in which are discussed, on one hand, the audit matters, on the other hand, the risk matters and, in a separate session, the common ones.