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Corporate governance

Corporate governance constitutes one of the fundamental pillars of our operational approach. We believe that a robust and transparent governance system is essential to guarantee the sustainability, accountability, and long-term success of our institution.

Guber Banca adopts a traditional governance framework, designed to ensure operational efficiency and effective controls in line with sound and prudent management principles. Our model is founded on constructive dialogue between the governance bodies, particularly among those appointed by the shareholders’ meeting, such as the Board of Directors and the Board of Statutory Auditors. In pursuit of its growth objectives, the Bank has appointed a General manager, who contributes to the executive function undertaken by the Board of Directors, as well as a Deputy General Manager, who assumes the responsibilities of the General Manager in the event of absence or incapacity.

Corporate governance constitutes one of the fundamental pillars of our operational approach. We believe that a robust and transparent governance system is essential to guarantee the sustainability, accountability, and long-term success of our institution.

Guber Banca adopts a traditional governance framework, designed to ensure operational efficiency and effective controls in line with sound and prudent management principles. Our model is founded on constructive dialogue between the governance bodies, particularly among those appointed by the shareholders’ meeting, such as the Board of Directors and the Board of Statutory Auditors. In pursuit of its growth objectives, the Bank has appointed a General manager, who contributes to the executive function undertaken by the Board of Directors, as well as a Deputy General Manager, who assumes the responsibilities of the General Manager in the event of absence or incapacity.

The internal control system plays a central role, representing a fundamental component in safeguarding corporate risks and promoting a shared culture of risk awareness, integrity, and corporate values across the organisation. Within the internal control system, the Control Functions, which report to the Board of Directors, comprise Risk Management, the Compliance function, the Anti-Money Laundering (AML) function, Internal Audit, and the Information and Communication Technology (ICT) and Information Security Risk function.

guber

SHAREHOLDERS' MEETING

BOARD OF STATUTORY AUDITORS

BOARD OF DIRECTORS

STATUTORY AUDIT FIRM

Control Functions

General Manager

Related Parties and Connected Persons Committee

Supervisory Body pursuant to Legislative Decree No. 231/2001

Click on the section to view the members

Board of Directors

The Board of Directors is composed of seven members and is vested with all powers for both ordinary and extraordinary administration of the Bank, with authority to resolve upon all matters falling within the corporate purpose that are not reserved by current regulations to the Shareholders’ Meeting.

As the body responsible for strategic supervision and management, the Board of Directors is tasked with defining the Bank’s overall governance and organisational structure, verifying its proper implementation and promptly promoting corrective measures where necessary. The current Board of Directors was appointed by the Shareholders’ Meeting on 29 April 2025 and will remain in office until the approval of the financial statements as at 31 December 2028.

Francesca Bazoli

A graduate in Law and a member of the Brescia Bar Association, she is a founding partner of Studium 19.12. Having served as a board member in both listed and unlisted financial and industrial companies, as well as within non-profit organisations, she currently chairs the Board of Directors of Guber Banca.

Gianluigi Bertini

A graduate in Law from the Catholic University of Milan, he is co-founder of Guber Banca, where he has served as Chairman and Director. He is currently a member of the Bank’s Board of Directors, where he holds the position of Vice-Chairman with responsibility for the legal area.

Francesco Guarneri

A Graduate in Economics and Business from Bocconi University in Milan, he is a co-founder of Guber Banca, where he served as CEO until January 2025. He was subsequently appointed as a Director with responsibility for development, institutional relations, and the identification of strategic opportunities for the application of Artificial Intelligence-based solutions. He is a member of the NPL Advisory Panel of the European Commission (DG FISMA). He has served on the Boards of Directors of companies operating in the field of distressed credit asset management, is a co-founder of Fondazione Etica, an organisation engaged in social-impact innovation, and a member of the Advisory Board of Muffin S.r.l., a start-up specialising in smart subsidised finance.

Francisco Milone

A graduate in Finance and Economics from LUISS University in Rome, he holds an MBA from Columbia Business School and has gained professional experience as an Associate at Goldman Sachs International and Meliorbanca S.p.A. He currently serves as Managing Partner and Head of North America Corporate & Traded Credit, is a member of the Värde Partners Investment Committee, and holds the position of Director at Guber Banca.

Lorenzo Maternini

A graduate in Technology-Enhanced Communication for Cultural Heritage, he began his career as a consultant for the development of digital education programmes at the Guggenheim Museum in New York. He is the founder and CEO of Perspective AI, Director of the Randstad AI & Humanities Foundation, a member of the Prime Minister’s Office Commission on AI for Media, and a Board Member of CDP Venture Capital. He currently serves as Independent Director at Guber Banca.

Giuditta Renoldi

A graduate in Law from the University of Urbino, she has been a member of the Association of Chartered Accountants and Accounting Experts of Brescia (ODCEC) and of the Register of Statutory Auditors since 1982, and serves on Mediation Bodies as a civil and commercial mediator. Former Chairman of the Board of Statutory Auditors of Guber from 1997 to 2017, she currently holds the position of Non-Executive Director.

Federica Fugiglando

Graduated in Business Administration from the University of Turin, she is a Chartered Accountant and Statutory Auditor, with expertise in corporate advisory, M&A, sustainability, and process digitalization. She is a founding partner of FL20 Studio STP Società Benefit, holds positions as statutory auditor and board of auditors member in several companies, and serves as an independent board member of Guber Banca, as well as a member of the Related Parties Committee.

Related Parties Committee

The Board of Directors has established the Related Parties Committee, which is responsible for monitoring transactions with the Bank’s Connected Parties. The Committee is composed of three independent Directors.

Francesca Bazoli

A graduate in Law and a member of the Brescia Bar Association, she is a founding partner of Studium 19.12. Following extensive experience as a board member in financial and industrial companies, both listed and unlisted, as well as at non-profit organisations, he currently serves as Chair of the Board of Directors of Guber Banca.

Lorenzo Maternini

A graduate in Technology-Enhanced Communication for Cultural Heritage, he began his career as a consultant for the development of digital education programmes at the Guggenheim Museum in New York. He is the founder and CEO of Perspective AI, Director of the Randstad AI & Humanities Foundation, a member of the Prime Minister’s Office Commission on AI for Media, and a Board Member of CDP Venture Capital. He currently serves as Independent Director at Guber Banca.

Federica Fugiglando

Graduated in Business Administration from the University of Turin, she is a Chartered Accountant and Statutory Auditor, with expertise in corporate advisory, M&A, sustainability, and process digitalization. She is a founding partner of FL20 Studio STP Società Benefit, holds positions as statutory auditor and board of auditors member in several companies, and serves as an independent board member of Guber Banca, as well as a member of the Related Parties Committee.

Supervisory Body

The Supervisory Body is composed of three members and oversees the functioning, compliance, adequacy, and robustness of the Organisational Model adopted pursuant to Legislative Decree No. 231/2001, as well as compliance with the Code of Ethics and the Disciplinary Code. It also monitors adherence to the provisions on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, as set out in Legislative Decree No. 231/2007.

It maintains constant communication with the Statutory Audit Firm and the Board of Directors. It also promotes the initiation of any disciplinary proceedings.

Gian Angelo Monchieri

A graduate in Economics and Business from the University of Brescia, he is a member of the Association of Chartered Accountants and Accounting Experts of Brescia, where he carries out his professional activity. He currently focuses primarily on organisational consulting, corporate compliance, and the implementation of management and control systems, including Legislative Decree 231 compliance models, ISO standards, workplace safety, and risk assessment frameworks.

Stefano Breno

A graduate in Economics and Business from the University of Brescia and a member of the Association of Chartered Accountants and Accounting Experts of Brescia, he carries out his professional activity as a founding partner of Studio Associato Breno e Sottini, specialising in contractual, tax, and corporate consulting. He is currently Chair of the Board of Statutory Auditors of Guber Banca and a member of the Supervisory Body.

Renato Camodeca

A graduate in Economics and Business from the University of Brescia, he is a Chartered Accountant, a member of the Association of Chartered Accountants and Accounting Experts of Brescia, and a Statutory Auditor. He is currently Associate Professor of Business Administration at the University of Brescia and the Rector’s Delegate for the University’s Budget.

Board of Statutory Auditors

Within the traditional governance system adopted by Guber Banca, the control function is entrusted to the Board of Statutory Auditors. The Ordinary Shareholders’ Meeting appoints the standing auditors (three members), electing the Chair from among them, as well as two alternate auditors. The Board of Statutory Auditors supervises compliance with the law and the Articles of Association, ensures adherence to sound management principles and, in particular, evaluates the adequacy of the organisational, administrative, and accounting framework adopted by the Bank.

The Board of Statutory Auditors performs its control activities across the entire organisation and is an integral part of the overall internal control system. The Board of Statutory Auditors is also responsible for anti-money-laundering reporting pursuant to Article 46 of Legislative Decree No. 231/2007.

Stefano Breno

A graduate in Economics and Business from the University of Brescia and a member of the Association of Chartered Accountants and Accounting Experts of Brescia, he carries out his professional activity as a founding partner of Studio Associato Breno e Sottini, specialising in contractual, tax, and corporate consulting. He is currently Chair of the Board of Statutory Auditors of Guber Banca and a member of the Supervisory Body.

Pietro Piccone Ferrarotti

A graduate in Law from LUISS University of Rome, he is a member of the Rome Bar Association and of the Special Register of lawyers entitled to practise before the Court of Cassation and other higher courts. He is currently an equity partner at GPBL – Gatti Pavesi Bianchi Ludovici and a member of the Board of Statutory Auditors of Guber Banca.

Michela Marengo

A graduate in Economics and Business from the University of Turin and a member of the Association of Chartered Accountants and Accounting Experts of Brescia. Her primary professional focus is on accounting, tax, and corporate advisory services. She provides professional training and acts, in different capacities, as statutory auditor or independent auditor for profit and non-profit entities. he is currently a partner at Studio Facella and a member of the Board of Statutory Auditors of Guber Banca.

Risk Management / ICT & Security Risks

The Risk Management function is mandated to actively contribute to achieving effective risk management and an efficient risk/return profile by identifying, measuring and monitoring the risks under Pillar I and Pillar II of the Basel III framework.

In accordance with the 40th update of Bank of Italy Circular No. 285/2013, and within the scope of its responsibilities, it is tasked with monitoring ICT and cyber security risks.

Donatella Fedele

A graduate in Economics and Finance from Luiss, she has accrued nearly ten years’ experience in risk management within consultancy firms and newly established banks. She currently serves as Risk Manager at Guber Banca.

Compliance / ICT & Security Risk Compliance

The Compliance function is responsible for managing the risk of non-compliance with laws and regulations, defined as the risk of incurring judicial or administrative sanctions, significant financial losses or reputational damage. Its main tasks include identifying the applicable laws and regulations and assessing their impact on internal processes and procedures, as well as supporting the company’s departments in defining methodologies for assessing the risks of non-compliance. The function holds an adequate hierarchical and functional position and reports directly to the Board of Directors. It has direct access to the Board of Statutory Auditors, with whom it communicates without restriction or intermediation.

In accordance with the 40th update of Bank of Italy Circular No. 285/2013, and within the scope of its responsibilities, it is tasked with monitoring ICT and cyber security risks.

Stefania Rossetti

A graduate in Economics and Business from the University of Brescia, she has over ten years’ experience in the banking sector, having served as Risk Manager, Head of the Internal Controls and General Risks Office, Head of the General Affairs and Organisation Area, and Head of the Compliance and Anti-Money Laundering Area.

AML

The AML (Anti-Money Laundering) function is specifically responsible for preventing and combating money laundering and terrorist financing activities. The main activities and responsibilities of the AML function include monitoring customer activities, reporting suspicious transactions, cooperating with the supervisory authorities, and providing staff training on compliance with AML regulations. It also verifies the adequacy of the Internal Control System, the procedures adopted and the reliability of the IT system feeding the company’s Single Electronic Archive.

The AML function holds an adequate hierarchical and functional position and reports directly to the Board of Directors. Furthermore, It has direct access to the Board of Statutory Auditors and communicates with it without restrictions or intermediaries.

Enrica Lorenzetti

She holds a diploma in Control and Internal Auditing with a specialisation in Finance & Assurance and has completed a professional training course in Corporate Finance. Over her career in the banking sector, she has served as Credit Process Representative within the Internal Audit Department, taken part in numerous ECB On-Site Inspections, played an active role in the Asset Quality Review, and carried out audit activities on key banking processes, focusing in particular on AML, Governance, Credit and Investment Services.

Internal Audit

The Internal Audit function oversees risks and assesses the completeness, adequacy, effectiveness, and reliability of the organisational structure (so-called ‘third-level controls’)

Deloitte

Deloitte Financial Advisory S.r.l. Società Benefit specialises in designing and implementing integrated approaches to risk management and control system optimisation. It has developed extensive expertise and innovative solutions for implementing corporate governance systems, risk analysis and assessment models, process re-engineering initiatives, and for enhancing and supporting control functions through co-sourcing and outsourcing arrangements. Responsibility for the function has been assigned to Dr Daniela Saya, Partner at Deloitte Financial Advisory S.r.l. Società Benefit.

Documents
Articles of Association

Open document
Regulation on Transactions with Related Parties

Open document
Project Note on Corporate Governance

Open document

Guber Banca | Iscritta all’albo delle banche al n. 8074
Codice ABI 3656.6 – P.I./C.F. 03140600176 | Cap.Soc. Deliberato 10.480.000 € | Cap.Soc. i.v. 10.256.556 €  – REA 331397
Aderente al Fondo Interbancario di Tutela dei Depositi | Licenza P.S. ex art. 115 TULPS

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