Meetings and minutes

In the year ended 30 June 2024, the Board of Directors met 13 times, in addition to induction and training sessions.
The level of participation by the board members is high, with average attendance of 95,8%.

The average duration of board meetings was 4 hours.

The Board of Directors is called to meet by the Chairman or upon the request of at least three Board members. The Board of Statutory Auditors, or even only one of its members, may call a meeting of the Board of Directors by notifying the Chairman. The Board may pass binding resolutions even if it has not been formally called provided that the meeting is attended by all board members and all the standing auditors in office. Board meetings may also be held via video or telephone conference call.

Induction and training
The Board offers induction and training programs to sharpen Directors’ expertise and round out their knowledge of the group or specific areas of interest to the Directors. The Chairman sets the agenda based on the findings of the Board assessment, and considering any recommendations gathered from Directors, as well as the suggestions of area and control function heads.
The induction and training programmes distribute meetings over the financial year according to a timetable decided annually. In setting the agenda, the Chairman takes account of the findings to emerge from the self-assessment process, any comments from the Directors themselves, and suggestions made by the heads of business area and control units.
Each meeting is supported by documentation which is sent to participants in advance.
The following meetings and sessions were arranged during the year under review:

• Nine induction meetings for new members (which in any case were open also to the other Directors and Statutory Auditors) on the following issues: Governance: regulations, Articles of Association and other rules; Treasury management: ALM and FTP; Group Risk Management: activities, organizational structure and reporting flows; Group Risk Management: capital and liquidity requirements; Group staff remuneration and incentivization policies; Financial reporting and statements; Group Audit Unit, Compliance & Group AML unit; IT Governance: organization; and ESG issues; five induction meetings for the whole Board, on the following issues: SREP Letter – IT issues; Recovery and Resolution Plan; Consumer credit market and risks facing Compass; RAF, RAS and budget; Budget and RAS for FY 2024-25;
• Three training meetings on the following issues: Artificial intelligence and its main uses withing the Group; Cyber-security; and Geopolitical scenarios.

The average duration of the induction and training meetings approximately 2 hours.
 

The minutes of the Board meetings are available in Italian