Board evaluation
Mediobanca considers the self-assessment exercise to be an important opportunity to reflect on the functioning of the Board of Directors in particular and the corporate governance system in general, enabling its effectiveness to be assessed, and possible areas for improvement to be identified, along with the composition of the Board considered to be optima in qualitative and quantitative terms ahead of its reappointment at the end of its third year in office.
The self-assessment process is focused on the role, size, composition and functioning of the Board of Directors and its committees, and is conducted with the assistance of a specialist external advisor to ensure greater impartiality.
The methods by which the process is conducted are set down in internal regulations approved by the Board of Directors itself: formalizing the steps in this way allows a standardized process to be established over the years which in turn facilitates comparison of results.
The self-assessment procedure is aligned with the regulatory requirements in force (EBA Guidelines on internal governance, EBA/ESMA Guidelines on the assessment of the suitability of members of the management body, and the ECB Guide to fit and proper person assessments), and with the guidance contained in the Code of conduct for listed companies operated by Borsa Italiana.
The self-assessment exercise carried out in FY 2023-24 referred to the Board’s first year in office following its appointment by shareholders in Annual General Meeting on 28 October 2023, and was focused primarily on the composition and functioning of the Board of Directors and its committees as a whole, with a view to identifying possible actions to improve its efficiency.
As regards the Board’s composition, the assessment that emerged from the results of the process were positive overall. The following aspects in particular were found to be adequate:
- The number of Directors in the Board itself
- The ratio and balance between executive and non-executive Directors
- Diversity in terms of gender, age, tenure, seniority in office, competences, professional background, and international experience.
Directors expressed the hope that the Board’s competences in the area of sustainability and on issues of information technology and security would continue to be strengthened, against a general backdrop of satisfaction with the competences represented within the Board.
As regards functioning, the aspects for which the greatest satisfaction were expressed included the following:
- Participation and involvement of the non-executive Directors versus the executive directors and senior management
- Adequacy of documentation and reporting flows to the Board of Directors
- Quality of Board meeting minutes
- Executive directors’ and senior management’s clarity and effectiveness of exposition
- Adequacy of induction and training sessions and of onboarding activities for new members
- Analysis, documents and information received following requests made by Board members.
Based on the areas requiring improvement which emerged from the self-assessment process, the Board has agreed to:
- Implement a series of measures to reduce the length of the Board meetings and improve the quality of the discussion and debate at Board level (e.g. by focusing more on strategic issues, leveraging further on the role of the LID in channelling the requests of the independent Directors, and setting an approximate time to be devoted to each item on the agenda and to the meeting as a whole)
- Arrange specific deep-dive sessions on the implications of technological developments in the cyber-security area and on changes in the regulations and authorities’ expectations on sustainability issues.
The self-assessment process is described in more detail in the Annual statement on corporate governance and ownership structure.
