Board of Directors

The Board of Directors is composed by the following members:

Composition

The Company is administered by a Board of Directors (the "Board") which is comprised of between five and eleven members.

The Shareholders' Meeting shall, prior to electing the Board, establish the number of members thereof, within the aforesaid limits.

The directors remain in office for three fiscal years and may be re-elected. At the time of the appointment of the Board of Directors, the Shareholders' Meeting shall determine the remuneration to which the members of the Board of Directors shall be entitled throughout their term of office.

Those persons who are in possession of the same requirements of good reputation and professionalism, established by CSDR may be appointed as directors to ensure the sound and prudent management of central securities depositaries.

At least one third, but no less than two, of the members of the Board shall be independent, according to the definition set out by CSDR.

The Board shall elect among its members a Chairman and a Deputy Chairman, who shall remain in office throughout the term of office of the Board that elected them.

The Board may also appoint a Chief Executive Officer, determining his/her powers and delegate specific powers concerning the ordinary management of the Company or special projects to one or more members of the Board.

Role of the Board

The Board of Directors is responsible for the strategic guidance and supervision of the Company's overall business activities, as well as of the risk management process, so that these risks are consistent with the strategic guidelines.

The Board is entrusted with all the powers for the ordinary and extraordinary management of the Company in accordance with the provisions of law, rules and By-Laws and has the faculty to do all such acts considered necessary or useful to achieve the company purpose.

In particular the Board of Directors on the CEO’s proposal:

• defines the strategic guidelines and the objectives to achieve; examines and approves the strategic, industrial and financial plans and the budget of the Company, strategic alliances and agreements, periodically monitoring the implementation;
• defines, determines and documents an appropriate level of risk tolerance and risk bearing capacity (so called Risk Appetite) for the Company; defines the risk management policies of the Company, periodically reviewing them;
• defines the guidelines for the internal controls system of the Company; evaluates, on an annual basis, the adequacy, effectiveness and actual functioning of the internal controls system;
• examines and approves the Company's transactions which are significant from a strategic, economic and financial perspective;
• delegate and revokes the powers on its members, defining their limits and operating procedures; also establishes the frequency, however, not more than on a quarterly basis, with which the delegated directors must report to the Board concerning the activity performed when exercising the power of attorney;
• establishes one or more Board Committees, with advisory and recommendation powers, appointing the members and establishing the duties, powers and fees;
• establishes the Risk Committee and determines its functioning rules;
• evaluates the general operating performance of the Company, in particular, taking into consideration the information received from the delegated directors, paying attention to the situations of conflict of interests and periodically comparing the results achieved with the planned results;
• makes proposals to be submitted to the Shareholders' meeting;
• exercises the other powers and fulfills the duties assigned to it by law and by the Company By-laws.

Without prejudice to what is reserved to its exclusive competence, the Board has delegated powers of ordinary management and representation to certain directors, in line with the By-Laws. Directors vested with particular functions by the Board are the Chairman, the Deputy Chairman, the CEO, the Finance Director and the General Manager.

The Chairman and the Deputy Chairman are jointly and severally vested with the representation of the Monte Titoli vis-à-vis third parties and in Court.

The Deputy Chairman is granted with the powers to carry out the strategic guidelines resolved by the Board of Directors, to supervise international relationships and negotiates, execute or modify alliances and international and nationals agreements.

The Chief Executive Officer is granted with all the powers to manage the notary, custody and settlement systems managed by the Company, as well as the ancillary financial services instrumental to the performance of the activities of central securities depositary provided for by the Company's By-Laws.

The General Manager oversees to the operations of the Company, has the signatory power for the acts of ordinary administration, executes the implementation of the resolutions of the Shareholders' Meeting and of the Board and oversees to the functioning of the departments.

The Finance Director is granted with all the powers related to administration and finance matters.