Pursuant to the Articles of Incorporation, the Board of Directors is composed of between five to fifteen Members, elected by the Shareholders’ Meeting. They remain in office for a maximum of three years, established at the moment of election and expiring on the date in which the Shareholders’ Meeting called to approve the Annual financial statements for the last year of their office takes place.
The composition of the Board in office as at FY2014 year-end, as shown also in Table 2 attached to this report, was as follows:
- Sebastien Egon Fürstenberg (Chairman of the Board of Directors);
- Alessandro Csillaghy (Deputy Chairman of the Board of Directors; Executive Director);
- Giovanni Bossi (CEO);
- Giuseppe Benini (Lead Independent Director);
- Francesca Maderna (Independent Director);
- Andrea Martin;
- Marina Salamon;
- Riccardo Preve;
- Daniele Santosuosso (Independent Director).
The present Board of Directors was elected at the Ordinary Shareholders’ Meeting of 30 April 2013 for the years 2013, 2014 and 2015 and will expire on the date in which the Shareholders’ Meeting called to approve the Annual financial statements for the year 2015 takes place. Two lists were submitted: one by the majority Shareholder ‘LA SCOGLIERA S.p.A.’ and one by the shareholders of ‘Ersel Asset Management SGR S.p.A. Fund Manager of Fondersel P.M.I.; Eurizon Capital SGR S.p.A. Fund Manager of Eurizon Azioni PMI Italia; Eurizon Capital SA Fund Manager of Eurizon EasyFund Equity Italy LTE; Fideuram Investimenti SGR S.p.A. Fund Manager of Fideuram Italia; Fideuram Gestions SA Fund Manager of Fideuram Fund Equity Italy and Fonditalia Equity Italy; Interfund Sicav Fund Manager of Interfund Equity Italy and Otus Capital Management Limited Fund Manager of Maga Smaller Companies Master Fund Limited’ (which certified the absence of connections with the controlling shareholder).
Shown below, for both of them, are the list of candidates, the list of those elected and the percentage of votes obtained in relation to voting capital:
|List submitted by the majority shareholder ‘LA SCOGLIERA S.p.A.’|
|List of candidates||List of those elected||Percentage of votes obtained|
Sebastien Egon Fürstenberg
Sebastien Egon Fürstenberg
List submitted by the shareholders ‘Ersel Asset Management SGR S.p.A. Fund Manager of Fondersel P.M.I.; Eurizon Capital SGR S.p.A. Fund Manager of Eurizon Azioni PMI Italia; Eurizon Capital SA Fund Manager of Eurizon EasyFund Equity Italy LTE; Fideuram Investimenti SGR S.p.A. Fund Manager of Fideuram Italia; Fideuram Gestions SA Fund Manager of Fideuram Fund Equity Italy and Fonditalia Equity Italy; Interfund Sicav Fund Manager of Interfund Equity Italy and Otus Capital Management Limited Fund Manager of Maga Smaller Companies Master Fund Limited’
|List of candidates||List of those elected||Percentage of votes obtained|
|Daniele Santosuosso||Daniele Santosuosso||3,83%|
Below we show a summary of the personal and professional characteristics of each Director in office as at the end of the 2014 financial year (pursuant to Article 144-decies of the Consob’s Issuers’ Regulations) based on the declarations provided by each of them and attached to the lists, as well as on any subsequent updates notified by those concerned.
The number of official posts held by the Directors, the Statutory Auditors and the General Manager in companies and entities other than Banca IFIS is shown in table 4 attached to this report, while for the posts in ‘significant’ companies as per the Regulation on the maximum total number of offices that can be held by company Officers, please see Section 4.2.
Chairman of the Board of Directors – Sebastien Egon Fürstenberg
Sebastien Egon Fürstenberg has been active in the factoring sector for over 25 years. In 1983 he founded the company I.Fi.S. S.p.A. – Istituto di Finanziamento e Sconto (now Banca IFIS S.p.A.).
As from 1992 he has been the Sole Director and, as from 2 February 2009, Chairman of the Board of Directors of La Scogliera S.p.A., a company whose purpose is to purchase, manage and sell investments in banks and financial companies and which holds the majority equity interest in Banca IFIS S.p.A..
Deputy Chairman – Alessandro Csillaghy
Alessandro Csillaghy has been the Bank’s Deputy Chairman since 1996, performing an executive role to develop the Bank’s presence abroad, by means of contacts with local institutions and foreign entrepreneurs designed to further Banca IFIS’s foreign commercial business.
In particular, he has set up representative offices in Central Europe in Bucharest and Timisoara in Romania and in Budapest in Hungary. He is the Head of the Budapest representative office and, as from April 2010, he was the Officer in charge of the Paris branch up until its closing (30 September 2012). Since 2011, he has been Chairman of the Board of Directors of the subsidiary IFIS Finance Sp. Z o.o, a factoring company in Poland.
Chief Executive Officer – Giovanni Bossi
A graduate in Economics & Commerce and a licensed Professional Accountant, Giovanni Bossi has been registered in the Italian Public Register of Approved Statutory Auditors since 1992. In the past he taught at the faculty of Finance Science and Law at Rome’s Luiss University.
As a self-employed professional he provided consulting services to industrial and financial groups, also controlled by European public companies, located in Northern Italy, as well as to Italian companies in relation to the design and development of industrial and financial activities in East European countries.
Since May 1995, he has been the C.E.O. of the Issuer. He was also C.E.O. and then Member of the Board of Directors of La Scogliera S.p.A., office from which he resigned on 20 November 2012.
He holds a degree in Economics and Business Administration from the University of Padua and has been enrolled since 1986 in the Association of Certified Public Accountants of Verona (section A) and in the Register of Accounting Auditors. He works as a Certified Public Accountant and Auditor and has acquired significant experience in:
- Legality check and accounting check;
- Organization models (Italian Law Decree 231/2001) for banking, industrial and service companies;
- Corporate restructurings as per articles 67 and 182 of the Italian Bankruptcy Law.
He assists leading national banks as a party-appointed consultant in matters such as claw-backs, anatocism and usury.
Director – Francesca Maderna
She graduated in Economics and Business Administration in 1988 and has been registered with the Association of Certified Public Accountants of Belluno since 1990 and with the Italian Register of Legal Auditors under no. 33675 since 1995.
She currently holds the following offices: Sole Director of Immobiliare del Nord S.p.A. - a property asset management company, Sole Director of Vitanova S.r.l. - a leisure-boat charter company, and Member of the Board of Directors of Clinica Mediterranea S.p.A..
She has also held the office of Director in various companies operating in the hollow glass sector (AVIR Group).
Director – Andrea Martin
A graduate in Economics & Commerce, Andrea Martin is registered with the Venice Orders of Labour Consultants and of Professional Accountants & Accounting Experts; since 1986 he’s been registered with the Register of Statutory Auditors. Since 1993 he has been registered in the Central List of Expert Auditors for Fiduciary and Audit Firms.
He has performed consulting services for some provincial associations of Veneto manufacturers, as well as for their consortia and service companies, for the Venice Public Prosecution Department for bankruptcy and corporate crimes, and has followed numerous creditor arrangement procedures. He has held offices as Chairman, Deputy Chairman, Executive Committee Member and Internal Statutory Auditor of Banks, Financial and Tax-collection entities. He has also been an External Auditor for various public entities and public and private cultural foundations.
He currently holds office as a Member of the Board of Statutory Auditors of various public entities, companies and foundations.
Director – Preve Riccardo
A Sociology graduate, in 1980 Riccardo Preve founded Preve Costruzioni S.p.A., an infrastructure construction company in the public works sector that controls other road signage and construction companies.
He operates heavily in the real estate field and has invested in the photovoltaic sector.
He currently covers the following offices: President, C.E.O. and Technical Director in different industrial companies, and he is a Member of the Confindustria Council of Cuneo.
He previously acquired longstanding experience in various financial companies and was Chairman of Banca di Credito Cooperativo.
Director – Marina Salamon
With a university degree in History (specialization in Economic History), in 1982 Marina Salamon founded Altana S.p.A. one of the foremost European medium/high-end children’s apparel companies.
She controls Doxa S.p.A, Doxa Marketing Advice S.r.l., Connexia S.p.A., Duepuntozero Research S.r.l. and Doxa Metrics S.r.l.: these are some of the major Italian companies in the market research and web communications sector. The group also has minority interests in the companies The Visual Agency S.r.l. and Doxa Pharma S.r.l..
All entrepreneurial and financial undertakings are headed by the holding company Alchimia S.p.A., wholly owned, which is strongly present also in the real estate sector. Alchimia S.p.A. has also invested in the photovoltaic sector, through the construction or acquisition of solar parks in various Italian locations.
Director – Daniele Santosuosso
After obtaining his degree in Commercial Law, Mr. Santosuosso embarked on an academic path initially as a Scholar and Visiting Fellow at various universities abroad. He then became a Researcher, an Associated Professor in Commercial Law at ‘La Sapienza’ University in Rome and, lastly, a Full Professor in Commercial Law at the same university. He is the author of many papers, articles, essays and books, as well as a Member of certain scientific publications and collaborates with the Italian newspaper Il Sole 24 Ore. He is also the Founder and Director of ‘Rivista di Diritto Societario’ (Corporate Law Review). He has been a Member of the Bar Association since 1992, has his own law firm and has held various institutional and corporate management posts (amongst which Member of the Government Commission for the reform of company law in 2003).
Maximum number of offices held in other companies
The Regulation on the maximum total number of offices that can be held by company Officers was approved by the Shareholders’ Meeting on 30 June 2009.
This Regulation first of all establishes that:
‘The Officers of Banca IFIS S.p.A. accept office and maintain it insofar as they believe themselves able to dedicate the necessary time to the diligent performance of their tasks, taking into account both the number and the quality of offices held in the management and control bodies of other companies and the commitment required of them by their further professional activities and by association appointments held’.
For the purposes of calculation of the limits on the maximum total number of offices governed by the ‘Regulation’, the following items are relevant:
- Companies with shares listed in Italian or foreign regulated markets;
- Italian or foreign companies with shares not listed in regulated markets and that operate in the insurance and banking sectors and in the financial sector in general. As regards the latter sector, the only financial companies relevant are those subject to prudential supervision by the Bank of Italy and registered in the specific list indicated in Article 107 of Legislative Decree no. 385/1993. In the case of foreign companies, an evaluation of substantial equivalence is performed;
- ‘Companies of significant size’ (‘companies of significant size’ are those that have individual shareholders’ equity of at least 100 million Euro based on the last approved set of annual accounts).
Conversely, offices held within the Banca IFIS Group or in companies other than those listed above, do not count.
In the Regulation, the term ‘Executive posts’ means the following offices:
- General Manager;
- Member of the Management Board;
- Member of the Executive Committee.
The terms ‘Non-executive Director and controlling offices’, on the other hand, mean the following:
- Member of the Board of Directors without proxies;
- Standing Member of the Board of Statutory Auditors;
- Member of the Supervisory Board.
In addition to the office held at the Bank, an Executive Director:
- Cannot hold other executive offices in the companies identified, in terms of type or size, as per the Regulation;
- Can hold up to a maximum of 5 (five) offices as Non-executive Director or Statutory Auditor in such companies.
In addition to the office held at the Bank, a Non-executive Director cannot hold more than 10 (ten) offices as Director or Statutory Auditor, of which not more than 2 (two) Executive offices, in other companies identified in terms of type or size, as per the Regulation.
Candidates for appointment as Director or Statutory Auditor of Banca IFIS S.p.A. must provide the Bank with an updated statement of the management, direction and control offices held by each of them.
Following their appointment, the Company’s Directors and Statutory Auditors promptly notify the Corporate Affairs Department of Banca IFIS S.p.A. of any changes affecting the offices held by them in the management and control bodies of other companies.
The Board of Directors of Banca IFIS S.p.A. has the authority to accord possible exceptions, also temporary, to the maximum limit in the Regulation. To the date of this report, no such exceptions have been accorded.
Upon submittal of the lists for the appointments made by the Shareholders’ Meeting on 30 April 2013, all candidates declared – when accepting their candidacy and possible appointment – that they had read the ‘Regulation’ and checked that they did not hold a number of offices in other companies exceeding the related limits.
No significant changes in this respect were notified subsequent to appointment.
Offices held by Directors of Banca IFIS S.p.A. as at 31 December 2014 in the management and control bodies of other companies ‘relevant’ for the purposes of said Regulation, based on the information provided by those Directors, were as follows:
|Members||Office held in Banca IFIS||Office held in other companies|
|Sebastien Egon Fürstenberg||Chairman||--|
|Alessandro Csillaghy||Deputy Chairman||--|
Point c) A4Holding SpA (Statutory Auditor)
Point c) Fenice Holding SpA (Statutory Auditor)
|Marina Salamon||Director||Point c) IllY SpA (Director)|
The aforementioned 1st Amendment of 6 May 2014 of Bank of Italy’s Circular 285 of 17 December 2013, amongst other things, suggests training plans that are suitable to ensure the set of technical skills of Members of the Administration and Control bodies, as well as Heads of the main corporate functions, necessary to carry out their roles in a knowledgeable manner, is maintained over time. In the light of this, during the second Half of 2014, some training sessions for the Directors and the Statutory Auditors were conducted by Parente & Partners Srl, with particular focus on the following:
- Changes in the applicable laws and regulations;
- Corporate Officers’ roles, responsibilities and risks;
- Strategic planning, information flows and collaboration and interaction methods between corporate bodies and functions;
- Self-assessment of corporate bodies.
The Board of Directors also considered the possibility of providing specific training programmes for new nominees, in order to help integrate them into their new roles in corporate bodies.