Central Structures

The Central Structures of Intesa Sanpaolo are organised according to a model that is in line with international best practices in terms of Corporate Governance.

The Central Structures report directly to the Managing Director and CEO, with the exception of the Chief Audit Officer, who reports directly to the Board of Directors. The Chief Governance, Operating & Transformation Officer Governance Area and the Chief Institutional Affairs and External Communication Officer Governance Area report to the Chair of the Board of Directors as well.
 

• The Chief Governance, Operating & Transformation Officer (C-GOTO) Governance Area is responsible for:

- overseeing the definition of transformation, innovation and organisational evolution strategies for the Group, to support the development of business and governance structures, in line with corporate objectives, promoting and accelerating the implementation of transformation initiatives;
- overseeing the definition of the Group’s human resources and industrial relations policies, also promoting the development of the Group’s values and culture, in compliance with the applicable regulations and in line with corporate strategies and objectives, to be proposed to the Managing Director and CEO and to the Corporate Bodies for matters within their competence;
- overseeing the definition of the evolutionary strategy for the Group’s organisational model, in line with the corporate strategies and objectives, to be proposed to the Managing Director and CEO and to the Corporate Bodies for matters within their competence;
- supporting the Corporate Bodies in defining strategies on extraordinary finance transactions and governance of the investment portfolio for the Group, in line with corporate objectives;
- overseeing the definition of proposals for extraordinary finance transactions, to be submitted to the competent decision-making Bodies for assessment and approval as to matters within their competence;
- ensuring the monitoring of legal risk at Group level and providing legal advice by defining the relevant guidelines;
- ensuring, for the Group, the monitoring of compliance risk with reference to the areas of Protection of Health and Safety in the workplace, pursuant to Italian Legislative Decree No. 81/2008;
- assisting the Managing Director and CEO in his internal and external activities, supporting the examination of major strategic issues and the monitoring of relevant initiatives;
- assisting and advising the Parent Company’s Corporate Bodies in the performance of their functions.

The Chief Governance, Operating & Transformation Officer Governance Area is reported to by the Chief of CEO Staff and Corporate Bodies and Corporate Affairs structures, in addition to the three Governance Areas whose functions are described below:

– Chief Equity, Legal & M&A Officer Governance Area
o   ensuring the analysis of the evolutionary trends of the domestic and international markets of relevance to the Group, in close cooperation with the Business Divisions, to identify potential targets and/or partnerships and/or extraordinary corporate transactions in line with the Group’s growth and/or rationalisation strategies as defined in the Business Plan;
o   defining proposals for extraordinary finance transactions for the Group, in line with corporate strategies and objectives, to be submitted to the competent decision-making Bodies for assessment and approval, by the Head of the Chief Governance, Operating & Transformation Officer Governance Area;
o   ensuring compliance with the guidelines and policies regarding the governance of the investment portfolio and the achievement of results in line with the Business Plan;
o   overseeing the legal risk at Group level, managing litigation and the related operational risk and defining, in these areas, the guidelines through directives and instructions;
o   providing legal advice and assistance to the Group's structures, following regulatory and case law literature, including at European and international level, ensuring the correct regulatory framework of all new initiatives and supporting the compliance function in the identification and interpretation for the purposes of managing the risk of non-compliance.

– Chief Transformation & Organisation Officer Governance Area
o   defining, for the Group, the guidelines on transformation, innovation and organisational evolution (Transformation Plan), based on market trends and international best practices, as well as on an integrated and cross-cutting vision of customer satisfaction and the Group’s reputation, in coordination with the Head of the Chief Governance, Operating & Transformation Officer Governance Area;
o   driving the Group’s transformation and innovation process, in line with the above-mentioned guidelines, supporting the evolution of the business and governance structures, promoting and accelerating the implementation of the transformation initiatives and projects envisaged in the Business Plan;
o   managing the dissemination of innovation within the Group in a synergetic and structural manner, with a user-centred and sustainable approach, in line with business needs;
o   ensuring the definition and evolution of the Group’s organisational model in line with corporate strategies and objectives, developing, in coordination with the Head of the Chief Governance, Operating & Transformation Officer Governance Area, the proposals to be submitted to the Managing Director and CEO and to the Corporate Bodies, for matters within their competence;
o   driving the implementation and transformation of the Group’s organisational model with a view to effectiveness and efficiency, defining solutions consistent with regulatory and business requirements and pursuing the digital transformation of processes.

– Chief People & Culture Officer Governance Area
o   defining people management and development policies for the Group, in compliance with the applicable regulations and in line with corporate strategies and objectives, in coordination with the Head of the Chief Governance, Operating & Transformation Officer Governance Area, to be proposed to the Managing Director and CEO and to the Corporate Bodies, for matters within their competence;
o   ensuring the implementation of the above policies through the promotion of innovative programmes and initiatives aimed at the growth and enhancement of human resources;
o   defining the employee remuneration and incentive policies, as provided for in the Guidelines on Remuneration, Incentives and Identification of Risk Takers, in coordination with the Head of the Chief Governance, Operating & Transformation Officer Governance Area, to be proposed to the Managing Director and CEO and to the Corporate Bodies, for matters within their competence;
o   ensuring the governance of labour costs, in line with corporate strategies and objectives;
o   defining training proposals and implementing the relevant training programmes to enable the continuous updating of skills, fulfilment of regulatory obligations and professional retraining, in line with the company’s needs and strategies, individual motivation and enhancement of all Group people;
o   promoting the dissemination of a Group culture that supports change and contributes to creating an inclusive and high-quality working environment for all people;
o   ensuring, for the Group, the definition of guidelines and policies on the Protection of Health and Safety in the workplace, as well as their implementation.
 

•  The Chief Sustainability Officer (CSO) Governance Area is responsible for:

- ensuring the definition and implementation of the Group’s ESG strategy in line with the Group’s leadership position in the market and taking into consideration the relationship with stakeholders (customers, shareholders, Group people and all those who work with it, suppliers, the community and the environment – the latter also with regard to responsibility towards present and future generations);
- overseeing the setting and monitoring of qualitative-quantitative ESG targets and the identification of specific actions and initiatives in line with the Group’s strategic objectives, with the support of the Group’s competent structures, and contributing to the Consolidated Sustainability Statement;
- supporting the business units in the transition of the customer segments towards a sustainable economy, helping them to keep up with the new ESG regulations and to identify new business opportunities, in line with the Group’s sustainability objectives;
- playing an active role in the development and promotion of the local areas and communities where the Group operates, supporting non-profit organisations, promoting social inclusion initiatives, and educational activities;
- promoting the Group’s historical, artistic, architectural, and archival assets to contribute to the civil and cultural growth of the local areas and communities it serves, ensuring their protection and appreciation;
- promoting innovation in businesses and local areas as a key factor for sustainable development and competitive advantage, through applied research and support for startups, open innovation, the transition to a circular economy, and the development of innovation ecosystems;
- promoting the dissemination of a social, sustainability and innovation culture, also engaging in dialogue with external public and private institutions in collaboration with the Group’s competent structures.

The Chief Sustainability Officer Governance Area is reported to by the Chief Social Impact Officer Governance Area, which is responsible for:

– Chief Social Impact Officer Governance Area
o   contributing to the definition of strategic guidelines, overseeing the direction, governance and implementation of initiatives and projects in the Social Impact field carried out by the Group, ensuring relations with the main stakeholders and social parties in coordination with the competent Group functions;
o   identifying intervention models that facilitate the scalability of social initiatives and the activation of system-wide actions potentially generating potential multiplier effects and structural change;
o   promoting the well-being and inclusion of people and their communities through the enhancement of both external and internal best practices, in collaboration with the relevant Group structures;
o   ensuring the direction, coordination and monitoring of initiatives aimed at mitigating the direct environmental impacts generated by the Group’s activities;
o   ensuring, for the Group, the monitoring of compliance risk with reference to Environmental Protection, pursuant to Italian Legislative Decree No. 152/2006, performing in this regard the role of Specialist Function envisaged by the Group Compliance Guidelines.
 

• The Chief Security Officer (CSeO) Governance Area is responsible for:

- ensuring, for the Group, the definition and implementation of the cybersecurity, business continuity and corporate and physical security strategy, policies and models, in line with corporate objectives and in compliance with the applicable regulations;
- ensuring cybersecurity, corporate and physical security and anti-fraud monitoring, analysing the related risks, defining strategies and mitigating measures;
- coordinating the development and implementation of the guidelines and policies defined within its area of responsibility, promoting their correct application by the Group companies;
- overseeing the development, updating and monitoring of the Group Business Continuity Plan;
- ensuring the information flows to the Corporate Bodies provided for by the Internal Control System and the governance documents within the respective areas of responsibility.
 

• The Chief Data, A.I. and Technology Officer (C-DAITO) Governance Area is responsible for:

- ensuring, for the Group, the definition and implementation of the strategy, policies and models regarding ICT architectural, methodological and technological standards, data management and data use, and the development and implementation of Artificial Intelligence solutions, in line with corporate objectives and the needs of the Business Owners and in compliance with applicable regulations;
- ensuring, in line with the corporate objectives and the priorities of the Business Owners, the definition and development of innovative IT initiatives, technologies and solutions, implementing the interventions in line with the transformation and innovation guidelines defined by the Chief Governance, Operating & Transformation Officer Governance Area;
- overseeing the evolution of the IT systems, data governance system and operations with a view to the continuous innovation of technological solutions, the operating model and controls, in order to guarantee the Group’s constant projection towards a dimension that is evolved and consistent with digitalisation advances, in compliance with the expenditure and investment levels assigned;
- driving the implementation of digital strategies, in line with the above-mentioned guidelines on transformation and innovation, in order to become a data-driven company;
- ensuring the information flows to the Corporate Bodies provided for by the Internal Control System and the governance documents within the respective areas of responsibility;
- ensuring, in agreement and in cooperation with the other competent Governance Areas, the analysis of the impacts of applicable regulations on digitisation, digital innovation and operational resilience relevant to the Area, and defining the related actions.
 

• The Chief Cost Management Officer (CCMO) Governance Area is responsible for:

- consistently with corporate strategies and objectives, assisting the Corporate Bodies in defining guidelines and policies on cost management, property, logistics and procurement of the Group;
- coordinating the implementation of guidelines and policies on cost management, property, logistics and procurement by the relevant Group business units, also in the various corporate contexts;
- collaborating with the Chief Financial Officer Governance Area and the Chief Data, A.I. and Technology Officer Governance Area contributing to the definition of the investment initiatives promoted by the same C-DAITO Area, by the Divisions/Business Units and by the other Governance Areas, in line with the objectives of the Business Plan;
- ensuring, through the appropriate control methods, compliance with the guidelines and policies in the aforementioned areas, ensuring, in accordance with the Business Plan, cost management results as well as the service levels offered within the property, logistics and procurement scope.
 

• The Chief Lending Officer (CLO) Governance Area is responsible for:

- taking lending decisions, directly or submitting them to responsible corporate Bodies, the relevant lending decisions regarding the assumption and management of the Group's credit risks, directly authorising them as far as it is concerned, including through compliance opinions;
- ensuring the proactive management of credit and guaranteeing the management and the monitoring of the Group's nonperforming loans, within the respective area of responsibility;
- ensuring the correct classification and valuation for financial reporting purposes of positions under its responsibility that are classified as non-performing loans;
- managing the stocks and flows of bad loans managed within the Group;
- defining and managing disposals of NPE individual exposures or portfolios and other assets within scope, with the collaboration of other competent functions;
- performing monitoring and control on outsourced activities, including monitoring the performance KPIs of Outsourcers, directly making decisions, or submitting them to the competent Bodies, regarding proposals exceeding the powers delegated to the Outsourcers;
- contributing, within its area of responsibility, to the process of formulating Credit Strategy proposals for the Divisions, with the aim of incentivising new lending, through pricing adjustments, to the economic sectors and customer clusters with the greatest attractiveness in terms of risk-return profile, also taking into account the Group’s ESG policies;
- contributing to establishing and evaluating the Group’s Sector Framework, coordinating and supporting the Sector Working Group in defining sector performance indicators;
- analysing the evolution of the cost of credit within the Group, also taking into account the application of the aforesaid Credit Strategies;
- assigning and validating the ratings to the positions in scope, also providing support in defining rating allocation processes and tools;
- defining lending relevant regulations and requirements for credit tools development and contribute to the formulation of proposals for the assignment of credit granting and NPL management powers, notwithstanding the responsibility for the final decision belonging to the Chief Risk Officer Governance Area;
- promoting initiatives aimed at disseminating and developing a credit culture;
- ensuring, consistently with the guidelines of the Chief Risk Officer Governance Area, the first level systematic supervision of the relevant credit portfolio, identifying phenomena referring to specific credit aggregates characterised by high levels of anomalies for which to activate the appropriate risk mitigation measures.

• The Chief Financial Officer (CFO) Governance Area is responsible for:

- assisting the Corporate Bodies in defining, in accordance with the Group corporate strategies and objectives, the guidelines on: administration and tax, planning and management control, treasury and finance, studies and research, balance sheet optimisation from a risk-return perspective, relations with investors and rating agencies;
- coordinating the implementation of said guidelines by the relevant Group business units, and in other corporate areas as appropriate;
- overseeing Asset and Liability Management (ALM) activities, the management of the Treasury securities portfolio, the Funding Plan, the integrated management of liquidity risks as well as financial and regulatory risks, ensuring the satisfaction of funding requirements at Group level;
- defining the Group's future qualitative and quantitative objectives through strategic planning, budgeting, capital management, internal assessment of capital adequacy and liquidity position (ICAAP/ILAAP), monitoring of the Recovery and Resolution Plan and carrying out the continuous analysis of the economic and financial results;
- fulfilling the Parent Company’s and the Group’s tax obligations and providing assistance and advice on tax matters by strengthening uniformity of conduct at Group level;
- overseeing studies and research on investments, economy and markets;
- overseeing the balance sheet optimisation activities at Group level, supporting the Divisions in the active management of credit risk, with the aim of improving the risk-return profile of balance sheet items in order to create value for shareholders, also through market transactions on performing loan portfolios, together with the other competent corporate functions;
- managing communication and relations with investors, financial analysts, rating agencies and SRI Investors.

The Chief Financial Officer Governance Area also includes the Manager responsible for preparing the Company’s financial reports, who ensures the accurate and timely financial reporting of the Bank and of the entire Group, as well as compliance with the relative accounting and supervisory obligations, performing quality control of the processes governing administrative and financial reporting disclosures to the market, pursuant to the appropriate regulations.
The same activity and monitoring are ensured with regard to Consolidated Sustainability Statement.
 

• The Chief Risk Officer (CRO) Governance Area is responsible for:

- governing the macro-process of definition, approval, control and implementation of the Group’s Risk Appetite Framework (RAF) with the support of the other corporate functions involved;
- consistent with corporate strategies and objectives, assisting the Bodies in defining and implementing guidelines and policies on risk management;
- coordinating the implementation of guidelines and policies on risk management by the relevant Group business units, also in the various corporate contexts;
- designing, developing and maintaining internal risk measurement, management and assessment systems, both for regulatory and – to the extent applicable – management purposes, ensuring they are incorporated into the relevant business processes;
- measuring and controlling the Group’s exposure to the various types of risk, also verifying the implementation of the risk management guidelines and policies;
- formulating a prior opinion on the consistency of the Most Significant Transactions with the RAF, ensuring the assessment of all the risk profiles connected with them;
- performing II level monitoring and controls for monitoring ICT and security risk, as well as risks other than credit risks;
- continuously and iteratively validating risk measurement and management systems – used both for the determination of capital requirements and for non-regulatory purposes – in order to assess their compliance with regulatory provisions, operational company and reference market demands and to manage the internal validation process at Group level; in this context, also guaranteeing the monitoring and validation of the Group Data Governance framework and ensuring the definition and oversight of a framework for model risk governance;
- performing II level monitoring and controls on credit quality, the composition and evolution of the various loan portfolios and the proper classification and measurement of single positions (“single name” controls).
 

• The Chief Compliance Officer (CCO) Governance Area is responsible for:

- ensuring at Group level governance of compliance risk, including conduct risk, both in its operational component and in its reputational component, also through the adoption of a graded compliance model for regulations that require specific forms of specialized governance;
- defining, in line with Company strategies and objectives, the guidelines and policies to be adopted to ensure compliance with the Group’s regulations, integrating the model of the assessment and management of compliance risk in the Risk Appetite Framework;
- coordinating the implementation of compliance guidelines and policies by the Group’s designated units, including companies inside the Group;
- cooperating with the other corporate control functions in order to achieve an efficient integration of the risk management process;
- managing the interactions with Corporate Bodies and Supervisory Authorities as regards compliance issues.
- ensuring monitoring of the Group regulatory compliance risk, including conduct risk, both with regard to the operational risk component and the reputational risk, also through the implementation of a graduated compliance model for the regulations encompassing specific forms of specialized supervision;
- defining, in line with corporate strategies and objectives, guidelines and policies regarding compliance with the Group standards, integrating the compliance risk assessment and management model within the Risk Appetite Framework;
- coordinating the implementation of guidelines and policies on compliance with regulations by the relevant Group business units, and in various corporate departments;
- collaborating with the other corporate control functions in order to achieve effective integration of the risk management process;
- managing relations with Corporate Bodies and Supervisory Authorities on compliance issues;
- ensuring, for the Group, the monitoring of compliance risk with reference to the area of Personal Data Protection, pursuant to Legislative Decree no. 101/2018.   
 

• The Chief Institutional Affairs and External Communication Officer (CIAECO) Governance Area is responsible for:

- promoting a coordinated, dynamic and result-oriented approach in the management of the Group's institutional relations and external communication in order to support its growth, development and reputation;
- overseeing the Group’s institutional relations, promoting and managing relations with institutions, regulators and supervisors – including, by way of example, relations with the European Central Bank and antitrust authorities – schools, universities, think tanks, trade and interest associations at national, European and international level;
- supporting and disseminating knowledge of the Group and Top Management through the management of media relations, in line with the objectives set by the Business Plan;
- promoting and protecting the Group’s image and identity – also by means of support initiatives and relations with Stakeholders and reference targets – by disseminating its ethical, social, cultural and educational values, in line with corporate strategies;
- overseeing and developing all the Group's institutional and product advertising and promotional activities, including continuous monitoring and listening and market research;
- overseeing High Impact Value Programmes for the Group and the community on key global transformation trends at national, European and international level;
- overseeing the identification and updating of geopolitical reference scenarios for the contexts in which the Group operates.

• The Chief Audit Officer (CAO), who reports directly to the Board of Directors (and therefore it reports to the Chairman), functionally reporting to the Management Control Committee, without prejudice to the appropriate links with the Managing Director and CEO, is responsible for:
  

- ensuring constant and independent monitoring action on the Bank’s and the Group operations and processes to prevent/detect the occurrence of anomalous and risky behaviors or circumstances, by assessing the functionality of the Internal Control System and its suitability as to ensure the effectiveness and efficiency of business processes, the safeguarding of the value of assets and the protection against losses, the reliability and integrity of accounting and management data, the compliance of operations with the policies established by the Corporate Governance Bodies and with internal and external Regulations;
- providing advice to the Group’s Corporate Functions, also through participating in projects, in order to create added value and improving the effectiveness of control, risk management, compliance and governance processes;
- ensuring supervision of the Internal Control Systems of the Group’s Subsidiaries, also by performing governance and steering activities of the Local Internal Audit Functions;
- supporting corporate governance and ensuring to the Executives, Corporate Bodies and competent Authorities (e.g. European Central Bank, Bank of Italy, Consob, etc.) a prompt and systematic reporting on the effectiveness of the Internal Control System, on the results of the activities carried out and on the progress of related remedial actions;
- supporting the Surveillance Body pursuant to the Legislative Decree 231/2001 in ensuring constant and independent surveillance of the regular performance of operations and processes, in order to prevent or detect occurrence of anomalous and risky actions or situations, and to monitor compliance with - and the adequacy of - the rules set out in the Model 231;
- ensuring the correct execution of the Internal management process for reporting violations (so called “Whistleblowing”).