Board evaluation

Mediobanca considers the self-assessment process as an important opportunity for reflecting on the functioning of the Board of Directors and the corporate governance system more generally, for evaluating its effectiveness and identifying possible areas for improvement, and for identifying the composition of the Board considered to be optimal in qualitative and quantitative terms ahead of its reappointment during the third year of its term in office.

The Board assessment process focuses on the role, size, composition and functioning of the Board of Directors and the committees. It is conducted with the assistance of an independent expert for greater impartiality.

An internal regulation approved by the Board of Directors formalizes the steps in the process to create a standardized assessment over the years for more comparable results.

The Board assessment process is compliant with regulatory requirements (EBA guidelines on internal governance, EBA/ESMA guidelines on the assessment of the suitability of members of the management body and the EBC Guide to fit and proper assessments) and the Code of Conduct.

The results show:

• quality of the minutes taken at meetings of the governing bodies and the induction/training meetings;
• effectiveness of the methods by which the Chairman instructs, directs and stimulates discussions, and of the work done by the Statutory Audit Committee collectively.

As for the areas for improvement identified as a result of the self-assessment process, the Board of Directors agreed on a series of measures, including the following:

• to devote even more time to discussion of the items on the agenda rather than to illustration of the supporting documents;
• to continue the process of making the documentation for Board meetings even more efficient by completing the management-style reporting for all formats, including risk management, and consolidating the possibility for Directors to send questions on items on the agenda in advance.