Board evaluation

Board evaluation

Since 2011, the Board members have been conducting an annual self-assessment on the functioning of the Board of Directors and its committees as well as their size and composition.

As required by the CG Code, the Board conducts at least once a year, with the preliminary contribution of the Nomination and Corporate Governance Committee, an assessment of the size, composition and functioning of the Board itself and the Board Committees. For each year of the three-year period 2022-24, the Board decided to carry out this exercise with the support of an external consulting firm of international standing, identified at the beginning of the three-year period, in order to ensure uniformity in the structure of the process, continuity and consistency for the activities carried out throughout the entire board term.

The 2024 Board review process included the formulation of a detailed questionnaire, addressed to the members of the Board of Directors and the chair of the Board of Statutory Auditors, as well as individual confidential interviews carried out by the independent consultant and a peer-to-peer review exercise.

The Board members noted significant progress in the areas for improvement identified the previous year and highlighted the following strengths:

  • the structure and composition of the Board and its Committees;
  • the commitment and greater involvement of the Board in the preparation of the strategic plan, with a strengthening of its effective commitment to the strategic debate;
  • the effective role of the Board in risk management and control, oriented towards financial sustainability in the medium to long term;
  • the high quality of the information presented to the Board and the Committees and of the minutes of the relevant meetings.

The 2024 Board Review highlighted some areas for improvement. Specifically, the following was suggested:

  • to continue preparing shorter and more specific reports, accompanied by summaries, on the items under discussion so that the Board can focus on the main topics, thereby improving the efficiency of Board meetings and relations between the Board and its Committees;
  • to continue with training opportunities in specific areas of interest (international strategy, overview of the main business lines and markets, artificial intelligence), with the assistance of external experts where appropriate.

Furthermore, also considering the findings of the 2024 Board review, the Board finalised the Advice for Shareholders on the size and composition of the incoming Board in preparation for the appointment of the Board at the 2025 General Meeting, assessing the personal and professional profiles and skills deemed necessary for the composition of the new Board, recommending, among other things:

  • strengthening the presence on the Board of Directors with experience in diversified geographic areas and in markets where the Group has a stronger presence, and the addition of further expertise in artificial intelligence and cyber security, as well as in ESG issues;
  • the presence of soft skills that help manage possible conflicts constructively, the ability to engage in dialogue, independent thinking, the ability to work in a team, the ability to interact with management and balance in the search for consensus.