Sustainability Governance

The Board of Directors, with the support of the Risk and Sustainability Committee, defines and approves the strategic guidelines and policies on sustainability (ESG), including the social and cultural responsibility model and the fight against climate change, taking into account the objectives of solid and sustainable creation and distribution of value for all stakeholders; defines and approves the risk objectives, including sustainability risks (ESG) in the reference framework for determining the risk appetite, with particular reference to climate and environmental risks; approves the results of the impact and financial materiality analysis which identifies the aspects relating to environmental, social and governance sustainability that are relevant with regard to the impacts, risks and opportunities considered, in accordance with the applicable legislation; approves the Consolidated Sustainability Reporting, ensuring that it is drawn up and published in compliance with the provisions of the legislation in force, following examination by the Management Control Committee, as well as any other reporting of particular importance in this area; examines the annual information presented by the Manager responsible for preparing the company’s financial reports on sustainability, regarding the activities for monitoring sustainability information risk and the periodic reports presented by the corporate control functions; approves the updates to the Code of Ethics and the Policy containing the Principles on Diversity, Equity & Inclusion.

The Committee supports the Board of Directors in assessing and examining sustainability issues (ESG) related to the Bank's business; approving the list of ESG sensitive sectors relevant to the Group's financing activity; in the assessments and decisions to be adopted regarding the analysis of the impact and financial materiality in terms of sustainability, also for the purposes of approving the Consolidated Sustainability Statement. This analysis identifies the aspects relating to environmental, social and governance sustainability that are potentially relevant with regard to the impacts, risks and opportunities considered, in accordance with the applicable legislation, as well as the related methodology; in verifying the Group's positioning with respect to national and international best practices in the area of ​​sustainability, with particular reference to Intesa Sanpaolo's participation in the main sustainability indices.

The Management Control Committee, with the support of the functions responsible for sustainability (ESG) and internal audit, monitors compliance with the principles and values ​​contained in the Code of Ethics; with reference to the Consolidated Sustainability Statement, it monitors compliance with the provisions of Legislative Decree 125/2024 and reports on this in the annual report to the Shareholders' Meeting and examines the Consolidated Sustainability Statement, in the exercise of its supervisory functions, in advance of the Board of Directors; it examines the annual information presented by the  Manager responsible for preparing the company’s financial reports on sustainability regarding the activities for monitoring sustainability information risk and the periodic reports presented by the corporate control functions. Furthermore, the Committee exercises the duties provided for by Legislative Decree 30/2019, in its capacity as Control and Auditing Committee.

The Managing Director and CEO governs sustainability performance; exercises the power of proposal to the Board of Directors for the resolutions within his jurisdiction; ensures the consistency of the risk management process with the risk appetite and the relevant risk governance policies; is informed by the responsible for preparing the company’s financial reports on sustainability on an annual basis about the sustainability information risk monitoring activities; provides, together with the responsible for preparing the company’s financial reports on sustainability, the legal certifications relating to the asset, economic, financial and sustainability information required by law.

Management Committee chaired by the Managing Director and CEO, which includes the first lines, i.e. the heads of the Governance Areas and Business Divisions. The Committee within the Business Plan and Sustainability (ESG) Session: collaborates, taking into account the objectives of solid and sustainable creation and distribution of value for all stakeholders, in defining the strategic lines and sustainability policies (ESG), including the social and cultural responsibility model and the fight against climate change, which the Managing Director and CEO submits to the competent Board Committees and the Board of Directors; collaborates in identifying and updating potentially relevant environmental, social and governance sustainability issues in relation to the impacts, risks and opportunities considered, in accordance with applicable legislation, within the analysis of impact and financial materiality; examines, prior to submission to the Board of Directors, the Consolidated Sustainability Statement and any other reporting of particular importance on sustainability issues; directs the coherence of technological development, with specific reference to artificial intelligence/machine learning, with the Group's ethical principles.

In the Operational and Reputational Risk session, the Group Control Coordination and Non-Financial Risks Committee examines the main ESG risk profiles, which are or could be reflected in the operational and reputational risk exposure. This session, chaired by the Chief Risk Officer, is attended by the heads of the Group’s corporate control functions, the relevant Governance Areas and the Manager responsible for preparing the Company’s financial reports.

Leads the definition and implementation of the Group's ESG strategy and contributes to ESG reporting; contributes to the identification of new business opportunities to support customers in their transition to a sustainable economy and to preserve natural capital; oversees support for non-profit organizations, the promotion of social inclusion initiatives and interventions to support education; leads the promotion of innovation through applied research and support for startups, open innovation, the transition to the circular economy and the development of innovation ecosystems; oversees the activities of sharing the Group's historical, artistic, architectural and archival heritage with the Community and the dissemination of the culture of sustainability and innovation, also by dialoguing with public and private institutions.

The ESG Control Room is a collegial managerial body with advisory, analytical, and evaluation functions, established to support the Steering Committee in the exercise of its activities in the ESG field, with particular reference to the strategic proposal of directions, policies and initiatives on ESG-related activities, monitoring the achievement of objectives, and reviewing the actions that may be appropriate or necessary to meet the goals. Chaired by the Head of the Chief Sustainability Officer Governance Area, its members are the heads of the Governance Areas and Divisions, according to the Internal Regulatory Rules. It convenes as necessary, but at least twice a year. Reporting directly to the heads of the Governance Areas and Divisions, the Sustainability Managers ensure overall and integrated supervision of the ESG initiatives for the structure to which they belong and contribute to the Group's proposal in this area. The Sustainability Managers participate in the Tables to promote sharing and synergies on ESG topics at Group level: the ESG Coordination Table, with the primary purpose of sharing, updating, and monitoring the ESG-related activities and objectives; the Sustainable Investments and Insurance Table, dedicated to overseeing the overall ESG initiatives within the Wealth Management Divisions; the Social Impact Table, focused on coordinating and directing efforts in the Social Impact area.

Direction, governance and implementation of social impact initiatives and projects; promotion of the well-being and inclusion of people and the Community; direction, coordination and oversight of initiatives aimed at mitigating the direct environmental impacts generated by the Group.

Overall supervision and management of ESG issues; dissemination of the principles and culture of sustainability; management of sustainability reporting; monitoring of ESG strategic initiatives; definition and monitoring of the Group's ESG targets and management of ESG scoring of corporate clients; support for the identification of new business opportunities in the ESG field and strategic support for the International Subsidiary Banks Division.

Promotion of art and culture, through the management of the Gallerie d'Italia, the enhancement of the Group's art collections and historical archives and the management of projects for the protection and promotion of the artistic and architectural heritage of the Group and the Country, also through partnerships and sponsorships.

Coordination of Intesa Sanpaolo Innovation Center - Company dedicated to the frontier of innovation that explores scenarios and future trends, develops multidisciplinary projects about applied research, supports startups, accelerates business transformation of companies according to the Open Innovation and Circular Economy criteria, promotes development of innovative ecosystems and spreads the culture of innovation - and of Neva Sgr Venture Capital that invests in high-tech startups most innovative and promising on the market.