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Corporate governance

Corporate governance is one of the fundamental pillars of our way of operating, and we believe that a strong and transparent governance system is essential to ensure the sustainability, responsibility, and long-term success of our company.

Guber Banca adopts a traditional governance system, suitable for ensuring the efficiency of processes and the effectiveness of controls in a perspective of sound and prudent management. The governance model is based on constructive dialogue among the corporate bodies, particularly between the bodies appointed by the shareholders, such as the Board of Directors and the Board of Statutory Auditors, with the addition of the CEO.

The internal control system plays a central role, representing a fundamental element in risk management and in fostering a culture of risk, legality, and corporate values throughout the organization.
Within the framework of the internal control system, the control functions, which report to the Board of Directors, include Risk Management, Compliance, AML , Internal Audit, and the ICT Risk and Cybersecurity Function.

Board of directors

The Board of Directors consists of 7 members and is vested with all powers for the ordinary and extraordinary administration of the Bank, with the authority to deliberate on all matters not reserved by current regulations to the competence of the General Meeting.

As the body with a strategic supervisory function, it is the responsibility of the Board of Directors to define the overall governance and organizational structure of the bank, ensuring its correct implementation and promptly promoting any corrective measures. The current Board of Directors was appointed by the General Meeting of shareholders on April 28, 2023, and will be in office for the next three years.

Francesca Bazoli

Graduated in Law and registered with the Brescia Bar Association, she is a founding partner of Studium 19.12. After numerous experiences as a board member in financial and industrial companies, both public and private, and at non-profit organizations, today she chairs the Board of Directors of Guber Banca.

Gianluigi Bertini

Graduated in Law from the Catholic University of Milan, over time he has held the positions of President and CEO of Guber Banca. Today, he is a member of the Board of Directors of the bank, where he holds the position of Vice President with responsibility for the legal area.

Francesco Guarneri

He graduated in Economics and Business from Bocconi University in Milan and currently serves as the Chief Executive Officer of Guber Banca. He also serves as a Director of Star Finance Srl, a company specializing in the management of assets resulting from bankruptcy agreements, and is a founding member of the Ethical Foundation.

Francesco Milone

Graduated in Economics and Business from LUISS University in Rome and later earned an MBA from Columbia Business School, he gained experience as an associate at Goldman Sachs and Meliorbanca SpA. As of today, he is a Partner and Managing Director responsible for Real Estate investments in Europe at Värde Partners.

Lorenzo Maternini

Graduated in Technology-Enhanced Communication for Cultural Heritage, he began his career as a consultant for the development of digital education programs at the Guggenheim Museum in New York. Today, he is the Vice President of Talent Garden and a professor of the course “Digital Content Management” at the Catholic University of the Sacred Heart.

Carla Sora

Graduated in Economics and Business Administration from the University of Brescia, after various experiences as Administrative Manager and Chief Financial Officer, she became the General Manager of Agroittica Lombarda SpA. Today, she serves as an independent director of Guber Banca and acts as the point of reference for outsourced control functions.

Giuditta Renoldi

She graduated in Law from the University of Urbino, and since 1982, she has been registered with the Bar Association of Brescia and the Register of Legal Auditors. She is also a member of Conciliation Bodies as a civil and commercial mediator. She previously served as the Chairman of the Audit Committee of Guber from 1997 to 2017 and currently holds the position of Non-Executive Director.

Related Parties Committee

The Board of Directors has established the Related Parties and Connected Entities Committee, which aims to monitor transactions with the Bank’s Related Parties and Connected Entities. The Committee is composed of three independent directors.

Francesca Bazoli

Graduated in Law and registered with the Brescia Bar Association, she is a founding partner of Studium 19.12. After numerous experiences as a board member in financial and industrial companies, both public and private, and at non-profit organizations, today she chairs the Board of Directors of Guber Banca.

Lorenzo Maternini

Graduated in Technology-Enhanced Communication for Cultural Heritage, he began his career as a consultant for the development of digital education programs at the Guggenheim Museum in New York. Today, he is the Vice President of Talent Garden and a professor of the course “Digital Content Management” at the Catholic University of the Sacred Heart.

Carla Sora

Graduated in Economics and Business Administration from the University of Brescia, after various experiences as Administrative Manager and Chief Financial Officer, she became the General Manager of Agroittica Lombarda SpA. Today, she serves as an independent director of Guber Banca and acts as the point of reference for outsourced control functions.

Supervisory Body

The Supervisory Body oversees the operation, compliance, suitability, and soundness of the Organizational Model adopted under Legislative Decree 231/01; as well as compliance with the provisions on the prevention of the use of the financial system for the purpose of money laundering and the financing of terrorism as dictated by Legislative Decree. n. 231/2007.

He maintains a constant connection with the Audit Firm and the Board of Directors. It also promotes the initiation of any disciplinary proceedings.

Gianangelo Monchieri

Graduated in Economics and Business from the University of Brescia, he is a member of the Order of Chartered Accountants and Accounting Experts of Brescia, where he practices his profession. Currently, he is primarily involved in organizational consulting, corporate compliance, and the implementation of systems (231, ISO, Security, Risk Assessment).

Stefano Breno

He graduated in Economics and Business Administration from the University of Brescia and is registered with the Association of Chartered Accountants and Accounting Experts of Brescia. He carries out his professional activity, specializing in contract, tax, and corporate consultancy, as a partner at Breno and Sottini Studio. He currently serves as the Chairman of the Control Body of Guber Banca.

Renato Camodeca

He holds a degree in Economics and Business from the University of Brescia and is a Chartered Accountant, registered with the Association of Chartered Accountants and Accounting Experts of Brescia, as well as a Certified Auditor. He currently serves as an Associate Professor of Business Economics at the University of Brescia and is the University’s Delegate for Budget Affairs.

Board of Statutory Auditors

The Ordinary Shareholders’ Meeting appoints the statutory auditors (three members), among whom it elects the Chairman. The Board of Statutory Auditors oversees compliance with the law and the Articles of Association, as well as the principles of sound administration, particularly regarding the adequacy of the organizational, administrative, and accounting structure adopted by the Bank.

The Board of Statutory Auditors carries out its control activities across the entire organization and is an integral part of the overall internal control system; furthermore, it is the responsibility of the Board of Statutory Auditors to make anti-money laundering notifications under Article 46 of Legislative Decree 231/07. The Board of Statutory Auditors carries out its control activities across the entire organization and is an integral part of the overall internal control system; furthermore, it is the responsibility of the Board of Statutory Auditors to make anti-money laundering notifications under Article 46 of Legislative Decree 231/07.

Stefano Breno

He graduated in Economics and Business Administration from the University of Brescia and is registered with the Association of Chartered Accountants and Accounting Experts of Brescia. He carries out his professional activity, specializing in contract, tax, and corporate consultancy, as a partner at Breno and Sottini Studio. He currently serves as the Chairman of the Control Body of Guber Banca.

Pietro Piccone Ferrarotti

He graduated in Law from LUISS University in Rome, and he is registered with the Bar Association of Rome as well as the Special Roll of Lawyers admitted to practice before the Court of Cassation and other higher jurisdictions. Today, he is a partner at Ludovici Piccone & Partners law firm and a member of the supervisory body of Guber Banca.

Bettina Solimando

She holds a degree in Economics and Business Administration from the University of Verona and is registered with the Register of Chartered Accountants and Tax Advisors of Verona. She is a partner at Studio Pirola Pennuto Zei & Associati, where she primarily specializes in tax consulting. Currently, she is also a member of the supervisory body of Guber Banca.

Risk Management / ICT Risks & Security

The Risk Management Function is mandated to actively contribute to the achievement of effective risk management and an efficient risk/return profile, through the identification, measurement, and control of First and Second Pillar risks of Basel 3.

In accordance with the 40th amendment of Circular 285/2013 of the Bank of Italy, within its competence, it is tasked with monitoring ICT risk and cybersecurity.

Donatella Fedele

Graduated in Economics and Finance from Luiss University, she has gained nearly 10 years of experience in Risk Management in consulting firms and newly established banks. Today, she holds the position of Risk Manager at our bank.

Compliance / ICT Risks & Security Compliance

The Compliance Function is tasked with managing the risk of non-compliance with regulations, understood as the risk of incurring legal or administrative sanctions, significant financial losses, or reputational damage. Its main responsibilities include identifying applicable regulations and assessing their impact on internal processes and procedures, as well as supporting business units in defining methodologies for assessing the risks of non-compliance with regulations. The Function is positioned in an appropriate hierarchical-functional manner and reports directly to the Board of Directors. It has direct access to the Board of Statutory Auditors, with whom it communicates without restrictions or intermediaries.

In accordance with the 40th amendment of Circular 285/2013 of the Bank of Italy, within its competence, it is tasked with monitoring ICT risk and cybersecurity.

Stefania Rossetti

Graduated in Economics and Business from the University of Brescia, she has developed over a decade of experience in the banking sector as a Risk Manager, Head of Internal Controls and General Risks, Head of General Affairs and Organization, and Head of Compliance and Anti-Money Laundering.

AML

The Anti-Money Laundering (AML) Function is responsible for preventing and combating money laundering and the financing of terrorism. The main activities and responsibilities of the AML Function include monitoring customer activities, reporting suspicious transactions, collaborating with supervisory authorities, and providing staff training on AML compliance. Additionally, it verifies the suitability of the Internal Control System, the adopted procedures, and the reliability of the information system feeding the company’s Unified Computer Archive. The anti-money laundering function holds an appropriate hierarchical and functional position and reports directly to the Board of Directors. Also, it has direct access to the Board of Statutory Auditors and communicates with it without restrictions or intermediaries.

Enrica Lorenzetti

Diplomata in Controllo e Internal Auditing con una specializzazione nel settore Finance&Assurance e un master in Corporate Finance, ha sviluppato un’esperienza pluriennale in ambito bancario come Referente del processo del Credito nell’ambito della Direzione Internal Audit, partecipando a numerose On Site Inspection della BCE, prendendo parte attiva alla conduzione dell’Asset Quality Review e svolgendo attività di audit sui principali processi bancari con particolare focus sull’AML, Governance, Credito e Servizi di Investimento.

Internal Audit

The Internal Audit function conducts third-level controls to monitor the regular course of operations and the evolution of risks. It assesses the completeness, adequacy, functionality, and reliability of the organizational structure. It has access to all activities, including those outsourced, carried out by the Bank.

Deloitte

Deloitte Risk Advisory specializes in defining and implementing integrated approaches to risk management and optimizing the control system, where it has developed specific know-how and innovative solutions for creating corporate governance systems, risk analysis and assessment models, process reengineering, and the evolution of control functions. It also provides support for these functions through co-sourcing and outsourcing contractual arrangements. The responsibility for the Function has been assigned to Dr. Daniela Saya, Partner at Deloitte Risk Advisory.

Documents
Related Parties
Project Note on Corporate Governance