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Historical documents of BPU Banca  Corporate Governance  Committees
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 Last updated on 11/27/2006 3:38:31 PM

Article 39bis of the Corporate Statutes, also in compliance with the recommendations of the Self Regulations Code of Conduct,  provides for the Board of Directors to form:

- an Appointments Committee,
- a Remuneration Committee 
- and an Internal Control Committee

including some of its own members, all independent and non executive, of which it decides the powers and regulations.

Appointments Committee

The Board of Directors has formed, within it, an Appointments Committee, consisting of four Directors and the Chairman of the Board; it will remain in office for one year.

The Committee submits proposals to the Board of Directors for the election by shareholders or the co-option, depending on the case, of candidates to the position of director and statutory auditor of the Parent Bank and of subsidiary banks and companies: the nomination of  candidates to the governing bodies of the subsidiary banks or companies on the other hand is performed jointly by the Chairman and the Managing Director.

The prior nomination by the Committee constitutes a necessary precondition for resolutions on appointments.

This Committee, which was formed on 1st July 2003, is currently composed of Emilio Zanetti, its chairman, Giuseppe Calvi, Alessandro Pedersoli, Mario Boselli and Antonio Bulgheroni.

Remuneration Committee

The Board of Directors has established a Remuneration Committee consisting of five members to deal with remuneration and any plans to grant stock options or shares. It will remain in office for one year.

The Committee, which meets in the absence of those directly concerned, submits consultative and non-binding proposals to the Board for the remuneration of the Managing Director and Directors who perform specific functions as well as for the determination of criteria for the remuneration of the senior management of the Bank.

The activities of the Committee also involved the definition of the remuneration of Directors with special responsibilities and the senior managers of subsidiary companies.

In addition, the Committee may submit proposals regarding the part of the remuneration of the Managing Director and managers previously identified by the Board that is linked to the profits achieved by the Bank and/or possibly to the attainment of specific objectives determined in advance by the Board. The members of the Committee, formed on 1st July 2003 are Toti S. Musumeci, its Chairman, and the Directors Mario Boselli, Sergio Orlandi, Alessandro Pedersoli e Giorgio Perolari.

The committee for internal control

On 1st July 2003 the Board of Directors formed an Internal Control Committee in relation to its internal control responsibilities with functions of consultation and to make proposals. More specifically its functions are as follows:

a)  it assists the Board of Directors in exercising its responsibility for internal control;

b) it assesses the programme of work prepared by the Internal Auditing Officer and receives his periodic reports;

c) it assesses, in conjunction with the Bank’s administrative managers and external auditors, the adequacy of the accounting principles used and, in the case of groups, that they are uniform for the purposes of preparing the consolidated accounts;

d) it assesses proposals from independent auditing companies applying for appointment, the programme of work for the audit and the results set out in the audit report and in the letter of recommendations;

e) it reports to the Board of Directors on the Committee’s work and on the adequacy of the internal auditing system at least once every six months, at the time of approval of the annual and half-yearly reports and accounts;

f) it performs further tasks assigned by the Board of Directors, especially with regard to relations with the external auditing company.

More precisely, this Committee which has five members, the majority of which are non executive directors, consists of Italo Lucchini, who chairs it, Antonio Bulgheroni,   Enio Fontana, Giorgio Frigeri; the Chairman of the Statutory Board of Auditors or another Statutory Auditor nominated by the Chairman of that board and the Internal Auditing Officer who acts as its secretary and, if requested a member of senior management designated to the Committee also take part in the work.

To perform its tasks, the Committee, which meets at least quarterly, makes use primarily of the Bank’s internal auditing function, the head of which is the internal auditing officer.