To be truly efficient and ensure the absence of conflicts of interest or other risks, the governance system must be based on a governance structure that is able to ensure that the individual roles are clearly defined and kept separate.
In this perspective, our governance structure adopts a traditional system of administration and control based on the functional organisation of:
- Board of Directors
- Board of Auditors
- Committee of Independent Directors.
The Board of Directors oversees the ordinary and extraordinary management of the company, performing all tasks required to achieve the company purpose. Moreover, it is responsible for strategic supervision, which is performed by determining the investment policies for the funds and assets managed by the AMC, as well as by defining the corporate strategies.
Within the asset management activities, the Board of Directors establishes the funds, by approving their relative management regulations, and defines the general strategies for managing the fund portfolios.
The Board of Directors is composed of seven members, including two independent directors:
The main task of the Board of Auditors is to monitor compliance with applicable laws, the Articles of Association and the principles of correct administration. In particular, it monitors the suitability and operation of the company’s organizational, administrative and accounting functions, as well as the allocations established by the applicable special laws.
The Board of Auditors is composed of three statutory members and two deputies, each of whom meets the requirements set forth in the applicable laws, and of course complies with the requirements of integrity, professionalism and independence required by the sectoral regulations:
- Gianpaolo Colnago, Chairman
- Andrea Magnoni, Statutory Auditor
- Massimo Gallina, Statutory Auditor
- Elisa Durì, Deputy Auditor
- Gian Luca Milanesi, Deputy Auditor.
Committee of Independent Directors
The Committee of Independent Directors, established by the Board of Directors and solely comprising independent directors, has advisory functions (and, where applicable, also submits proposals) with regard to the issues under its responsibility, as well as those which the Board decides to assign to it. In particular, the Committee expresses a preventive opinion, in favour of the Board of Directors, in regard to: transactions with conflict of interest; transactions by the SGR with related parties; remuneration and incentive policies, with respect to which it also exercises verification functions. In exercising its powers, the Committee avails itself of the support of the Risk Manager, where appropriate.
