Succession planning

The Group’s “Policies for the selection, appointment, succession and assessment of the suitability of company representatives and Key Function Holders”, approved by the Board of Directors, governs the succession planning for the executive Directors (including the Chief Executive Officer and Group General Manager), the non-executive Directors, Statutory Auditors and Key Function Holders. It sets out the specific suitability requirements, and defines the emergency plan for reappointing company management in the event of a sudden need for management to be replaced. Under the regulations in force, plans must be formalized to guarantee orderly succession for the senior positions in the executive when terms of office end or for any other reason, to ensure business continuity and avoid financial and reputational repercussions.

The definition of company representatives includes members of the Board of Directors and Statutory Audit Committee. Key Function Holders are not Board members but individuals who have a significant influence on the management of the Bank and/or of the Group.

For the Chief Executive Officer and Group General Manager, the Appointments Committee (chaired by the Lead Independent Director) is responsible for selecting a limited number of candidates, including from among members of the Group’s management, considered able to succeed to the positions of CEO and Group General Manager. Generally speaking, an executive Director must possess all the normal requirements for a Director, plus specific experience in the banking, professional or corporate area, that demonstrates their ability to take decisions in a timely manner and on an informed basis.

The selection is made with the support of the Chief Executive Officer and the Group General Manager in office, of Group HR for candidates who are members of the Group’s senior management, and of a specialist external advisor if appropriate. The shortlist of candidates is updated on a regular basis over time.

In emergency conditions, the Chairman calls meetings of the Board of Directors and Appointments Committee as soon as possible to assign interim powers so as to guarantee business continuity, and to launch the ordinary succession procedures.

The competences required for these roles are defined and formalized in view of the respective roles involved. Candidates must possess the required personal qualifications, mutatis mutandis, and meet the requirements for fit and proper persons, proper conduct, and competence, to hold office as Directors. The Chief Executive Officer and the Group General Manager, with the support of Group HR, identify internal staff members who are able to ensure succession in the short and medium term.

The process entails the identification of a senior talent pool consisting of possible high-potential candidates for key positions, while at the same time continuing to monitor the market on an ongoing basis. Career growth and development pathways are devised for the senior talent pool, including involvement in specific strategic projects, exposure to Board/committee meetings, and international and intra-Group rotation. As at the recruitment phase, selection is based on assessment of professional and technical skills, as demonstrated by the candidates’ CV and company record, of performance over time, and of possession and development of key leadership capabilities.

Particular importance is given in drawing up and updating succession planning to ensuring that gender equality principles are applied in the selection of candidates, guaranteeing that all those with the same qualifications have equal access to roles of responsibility, in order to reduce any gaps that may still exist in this area.