Corporate Governance

cp-svg Created with Sketch. Gian Angelo Monchieri Stefano Breno Renato Camodeca SUPERVISORY BOARD Stefania Rossetti COMPLIANCE Stefania Rossetti ANTI-MONEY LAUNDERING Francesco Guarneri DIRECTOR Stefano Breno Pietro Piccone Ferrarotti Bettina Solimando BOARD OF STATUTORY AUDITORS Gianmaria Seccamani Mazzoli Jody Vender Carla Sora RELATED PARTIES COMMITTEE Giacomo Ghersi RISK MANAGEMENT Daniela Saya INTERNAL AUDIT Francesco Guarneri Gianluigi Bertini Gianmaria Seccamani Mazzoli Luca Malighetti Francisco Milone Carla Sora Jody Vender BOARD OF DIRECTORS Functional / informational reports to the Board of Statutory Auditors Functional / informational reports to the Board of Directors Functional reports Legend

Board of Directors

The Board of Directors is composed of 7 members who remain in office for the period established at the time of their appointment and their term of office expires on the date of the Shareholders’ Meeting called to approve the financial statements for the last year of their term of office. The Board of Directors is vested with all the powers for the ordinary and extraordinary administration of the Bank and has the power to pass resolutions on all acts falling within the corporate purpose that are not reserved by current legislation to the competence of the Shareholders’ Meeting. As the body responsible for strategic supervision, the Board of Directors is responsible for defining the overall governance structure and approving the bank organisational structure, verifying its correct implementation and promptly enforcing corrective measures in the event of any shortcomings or inadequacies.

GIANMARIA SECCAMANI MAZZOLI

Graduate in Business Administration from Bocconi University in Milan, he is a member of the Order of Chartered Accountants and Accounting Experts of Brescia. He works as an accountant, working primarily on corporate law and corporate governance, as well as extraordinary transactions. He chairs the Board of Directors for Guber Banca (as an independent director) and important local companies, as well as being Chairman of the Board of Statutory Auditors for other companies operating in the province of Brescia.

GIANLUIGI BERTINI

He graduated in Law from the Catholic University of the Sacred Heart of Milan and is co-founder of Guber SpA, now Guber Banca SpA, of which he was successively Chairman and Managing Director. Today he sits on the Board of Directors as Vice-Chairman in charge of the legal area

FRANCESCO GUARNERI

He graduated in Economics and Business from Bocconi University in Milan and is co-founder of Guber SpA, now Guber Banca SpA, of which he is CEO. He is also a Director of Star Finance Srl, a company controlled by Guber and primarily specialising in the management of assets resulting from bankruptcy agreements, and Chairman of RE Star Srl, a platform dedicated to the management of distressed real estate. He is also a founding partner of Fondazione Etica, a foundation dedicated to innovation in the social field.

LUCA MALIGHETTI

Managing Director at Värde with primary responsibility for Real Estate investments in Italy. He joined Värde firm in 2014 and prior he spent 11 years at The Carlyle Group, in the pan European real estate department. He graduated with a B.S. in Economics from University of Bergamo. Funds managed by Värde acquired a 33.3% stake in Guber in 2017.

FRANCiSCO Milone

Partner and Director responsible for real estate investments in Europe for Varde Partners, member of the Investment Committee, joined Varde in 2008. Previously, he worked at Goldman Sachs as an associate in the Bank Loans Distressed Investing division and, earlier, at Meliorbanca SpA as an associate in the Middle Capitalization Group of M&A. He graduated in Economics and Business from LUISS University in Rome and obtained an MBA from Columbia Business School. He is a director of Guber Banca.

CARLA SORA

Graduate in Economics and Business from the University of Brescia, after various experience in companies, including multinationals, in the role of Administrative Manager and Financial Director, she is General Manager of Agroittica Lombarda SpA, a world leader in the production of caviar. She is an independent director of Guber Banca and a contact person for outsourced control functions.

jody vender

After graduating in Business Administration from Bocconi University in Milan, he continued his experience at Bocconi as a Professor from 1977 to 2004. An expert in private equity, corporate finance and financial markets, a Director of several Italian companies, including listed companies, and a Senior Advisor to Chequers Capital, a historic French private equity fund, and Decalia Asset Management. He is a member of the Board of Directors of Guber Banca as an independent director.

stefano breno

Graduate in Economics and Commerce from the University of Brescia, he is a member of the Order of Chartered Accountants and Accounting Experts of Brescia, where he carries out his activities within Studio Breno e Sottini, of which he is a partner. He mainly deals with contractual, tax and corporate consultancy. He is Chairman of the Statutory Board of Guber Banca.

pietro piccone ferrarotti

Graduate in Law at the LUISS University of Rome, he is enrolled in the Register of Lawyers of Rome and in the Special Register of Lawyers authorised to practise before the Court of Cassation and other higher jurisdictions. He is a partner of the tax firm Ludovici Piccone & Partners, with offices in Milan, Rome, London and Vienna, where he provides tax advice to Italian and foreign clients. He is a full member of the Statutory Board of Guber Banca.

Bettina Solimando

Graduate in Economics and Commerce from the University of Verona, she is enrolled in the Register of Chartered Accountants and Accounting Experts of Verona. She is a partner of Studio Pirola Pennuto Zei & Associati, where she mainly deals with tax consultancy. She is a full member of the Statutory Board of Guber Banca.

Board of Statutory Auditors

The Ordinary Shareholders’ Meeting appoints the standing auditors (three members), from which it elects the Chairman, and two alternate auditors. The auditors remain in office for three financial years and their term of office expires on the date of the Shareholders’ Meeting called to approve the financial statements for the last financial year of their term of office. The Board of Statutory Auditors monitors compliance with the law and the Articles of Association, compliance with the principles of correct management and, in particular, the adequacy of the organisational, administrative and accounting structure adopted by the Bank and its actual functioning. The Board of Statutory Auditors carries out its auditing activities across the entire organisation and is an integral part of the overall system of internal controls. 

Supervisory Board 

The Supervisory Board supervises the functioning, observance, suitability and soundness of the Organisational Model adopted pursuant to Legislative Decree No.  231/01; as well as the compliance with provisions relating to the prevention of the use of the financial system for the purpose of money laundering and terrorist financing set forth in Legislative Decree no. 231/2007 and to make the consequent communications required by art. 52 of the aforementioned Decree. It maintains constant contact with the Independent Auditors and the Board of Directors. Finally, it promotes the activation of any disciplinary proceedings.

Gian Angelo Monchieri

Graduate in Economics and Commerce from the University of Brescia, he is member of thw Order of Chartered Accountants and Accounting Experts of Brescia, where he manages his own office. He primarily deals with organization consultancy, corporate compliance and system implementation (ISO, Risk Assessment, Safety).

stefano breno

Graduate in Economics and Commerce from the University of Brescia, he is a member of the Order of Chartered Accountants and Accounting Experts of Brescia, where he carries out his activities within Studio Breno e Sottini, of which he is a partner. He mainly deals with contractual, tax and corporate consultancy. He is Chairman of the Statutory Board of Guber Banca.

Renato Camodeca

Graduate in Economics and Commerce from the University of Brescia, he is a Chartered Accountant, a member of the Order of Chartered Accountants and Accounting Experts of Brescia, as well as an Auditor. He is Associate Professor of Business Economics at the Department of Economics and Management of the University of Brescia and is also Delegate of the Rector for the University’s Financial Statements.

Stefania Rossetti

Graduate in Economics and Commerce from the University of Brescia, she developed her ten-plus years of experience in banking at an institution in the Brescia area, holding the positions of Risk Manager and Head of Internal Controls and General Risks first and, later, Head of the General Affairs and Organisation Area and, since 2015, Head of Compliance and Anti-Money Laundering.

Compliance

The Compliance Department has the task of managing the risk of non-compliance with regulations, understood as the risk of incurring judicial or administrative penalties, significant financial losses or damage to reputation as a result of violations of mandatory or self-regulatory regulations, through the preparation of guidelines, policies and methodological rules relating to the management of the risk of non-compliance. The Compliance Department is placed in an appropriate hierarchical-functional position and is directly subordinate to the Board of Directors. It has direct access to the Board of Statutory Auditors, with which it communicates without restrictions or intermediaries. 

Risk Management

The Risk Management Department has the task of actively contributing to the achievement of effective risk management and an efficient risk/return profile, through the identification, measurement and control of Basel 3 First and Second Pillar risks, the constant improvement of tools and methods for the quantitative and qualitative assessment of risk exposure and operating in a manner closely linked to the management of economic and asset variables. The Risk Management Department carries out its activities in line with the Supervisory Provisions, taking into account the Bank’s policies applicable to the activity itself. 

giacomo ghersi

After graduating in Business Administration from the University of Trieste and obtaining a Masters in Business Administration from the CUOA Business School, he developed his working experience in banks and investment holding companies, where he held, among others, the positions of Head of Corporate Finance and Head of Risk Management

STEFANIA ROSSETTI

Graduates in Economics and Commerce from the University of Brescia, she developed her ten-plus years of experience in banking at an institution in the Brescia area, holding the positions of Risk Manager and Head of Internal Controls and General Risks first and, later, Head of the General Affairs and Organisation Area and, since 2015, Head of Compliance and Anti-Money Laundering.

Anti-money laundering

The Anti-Money Laundering Department is a specialist second-tier corporate control unit and is the structure specifically responsible for preventing and combating the implementation of money laundering and terrorist financing operations. The main tasks that the Bank’s Anti-Money Laundering Department continuously performs are the identification of the applicable rules and the evaluation of their impact on internal processes and procedures; the verification of the suitability of the Internal Control System and the procedures adopted; the verification of the reliability of the information system used to feed the Bank Archivio Unico Informatico (a centralised archive dedicated to AML fulfillments).

Internal Audit

 The Internal Audit department monitors, on the one hand, the regular performance of operations and the evolution of risks with a view to third-level controls, and, on the other hand, assesses the completeness, adequacy, functionality and reliability of the organisational structure and the other components of the internal control system. The Internal Audit Department has access to all the activities, including outsourced activities, carried out by the Bank, as well as to any information relevant to the performance of its duties.

DELOITTE

Deloitte Risk Advisory is specialized in defining and implementing integrated approaches aimed to managing risks and optimizing control system. They have been developing then a specific know-how and innovative solutions in order to realize corporate governance systems, analysis and risk evaluations models (including operating, reputational and law- compliance ones, with a specific focus on administrative responsibilities, AML, transparency, privacy, payment system management), reengineering processes, evolution of control functions (Internal Audit, Compliance, Risk Management, etc.) and support to them via cosourcing and outsourcing agreements. Ms. Daniela Saya, Deloitte Risk Advisory partner, is in charge of the Internal Audit function.

GIANMARIA SECCAMANI MAZZOLI

Graduate in Business Administration from Bocconi University in Milan, he is a member of the Order of Chartered Accountants and Accounting Experts of Brescia. He works as an accountant, working primarily on corporate law and corporate governance, as well as extraordinary transactions. He chairs the Board of Directors for Guber Banca (as an independent director) and important local companies, as well as being Chairman of the Board of Statutory Auditors for other companies operating in the province of Brescia.

JODY VENDER

After graduating in Business Administration from Bocconi University in Milan, he continued his experience at Bocconi as a Professor from 1977 to 2004. An expert in private equity, corporate finance and financial markets, a Director of several Italian companies, including listed companies, and a Senior Advisor to Chequers Capital, a historic French private equity fund, and Decalia Asset Management. He is a member of the Board of Directors of Guber Banca as an independent director. 

CARLA SORA

Graduate in Economics and Business from the University of Brescia, after various experience in companies, including multinationals, in the role of Administrative Manager and Financial Director, she is General Manager of Agroittica Lombarda SpA, a world leader in the production of caviar. She is an independent director of Guber Banca and a contact person for outsourced control functions.

Related Parties Committee 

The Board of Directors has set up a Related Parties and Connected Parties Committee, which has the specific and exclusive task of overseeing matters relating to transactions with Related Parties and transactions with Connected Parties through the performance of decision-making and proposal-making functions. The committee is composed of three independent directors, one of whom acts as Chairman of the Committee.