Articles of Association

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Section V - MANAGEMENT COMMITTEE

ARTICLE 12

 

1. The Management Committee shall be composed of between a minimum of five and a maximum of seven members, according to the resolutions of the Consiglio Generale, of whom the Chair and the Vice-Chairs shall belong by right.

 

2. In addition to appointing the Chair and the Vice-Chairs as envisaged by articles 7.1 and 7.2, the Consiglio Generale in its first meeting shall also appoint the other members of the Management Committee.

 

3. The members of the Management Committee may also be chosen from the ranks of the Consiglio Generale: in that case the member who is appointed in this way, should he/she accept the office, must relinquish his/her place in the policy-making body and shall be replaced under the terms of article 9.2.

 

4. The members of the Management Committee must be honourable and professionally-qualified persons as envisaged by these articles of association. The resolution bearing their name for appointment must comprise the method adopted for the choice and the existence of the requisites of professional qualifications, experience and competence in keeping with the specific nature of the function to be covered.

 

5. The Management Committee shall serve for the same period of time as the Consiglio Generale and their term shall have the same expiry date. Its members may be re-appointed only once.

 

6. At any time the Consiglio Generale may decide to take legal action against one or more members of the management body or the control body, in cases of serious breach of contractual duties arising from the office held. The resolution of legal action entails the automatic revoking of office for the persons against whom it is taken.

 

7. Any member of the Management Committee who relinquishes office must give written notice to the Chair and to the Chair of the Board of Auditors. Should through resignation or other causes one or more members of the Management Committee be missing, the Consiglio Generale shall appoint persons to replace them at their next meeting. Should through resignation or any other cause there no longer be the majority of members of the Management Committee, the entire Committee shall be considered to have resigned and the Chair shall convene without delay the Consiglio Generale in order to appoint new members.

 

8. The members of the Management Committee, including the Chair should this be the case, who have been appointed by the Consiglio Generale under the terms of what has been set out in the paragraphs above, shall serve for the residual term of office that the replaced members would have been entitled to.

 

ARTICLE 13

 

1. The Management Committee shall be vested with all the powers for the ordinary and extraordinary administration of the Compagnia. In any case the Management Committee shall have exclusive responsibility on the following issues:

 

- the power to appoint and dismiss the Secretary-General and to decide upon the relevant emolument;

 

- the power to accept on behalf of the Compagnia charges, including insurance premiums, for the administrative penalty taxes under the terms of article 11, paragraph 6, of legislative decree no. 472 of December 18 1997.

 

The taking of urgent action envisaged under article 7.6 shall be the responsibility of the Chair as legal representative with powers of signature versus third parties and in court. For specific operations the Management Committee may delegate on a time by time basis the necessary powers to the Chair, or to one or more of its own members, or to the Secretary-General.

 

2. The Management Committee may choose to delegate to the Chair in a general way powers of decision regarding expenses and payments in the Compagnia's priority sectors of activity. The Chair shall be obliged to report periodically to the Management Committee on such operations.

 

3. The members of the Management Committee may not hold the office of director in the conferred banking company.

 

4. The members of the Management Committee shall receive, in addition to the reimbursement of expenses arising out of their position, a fixed annual emolument and attendance fees determined by the Consiglio Generale, after consultation with the Board of Auditors.

 

ARTICLE 14

 

1. The Management Committee shall be convened by the Chair at least every two months and in any case whenever he/she deems it appropriate, or on the written request of three members. The Chair sets the agenda.

 

2. Meetings of the Management Committee shall be held as a rule at the Compagnia's headquarters. However, the Committee may meet in any other place, in Italy and abroad.

 

3. The summons, with a brief indication of the topics to be discussed, must be sent, by any means that guarantees that the notification will be received, to the members of the Management Committee and the Auditors at least five days before the day set for the meeting.

 

4. In cases of particular urgency, the summons may be served on just 48 hours' notice.

 

5. For resolutions to be valid, the majority of members must be present and the resolutions must be approved by the majority of those present; in the case of a tied vote, the chair shall have the casting vote. For resolutions concerning persons, the Management Committee may establish particular voting methods.

 

6. The Secretary-General shall participate in meetings of the Management Committee.

 

7. The minutes of Management Committee resolutions shall be drawn up and transcribed in the minutes book by the Secretary-General of the Compagnia, who acts as Secretary to the Management Committee and may be assisted by other persons appointed by the Committee. In the absence of the Secretary-General, the functions of Secretary shall be performed by another person appointed by the Committee.