Cherry Bank S.p.A. adopts a traditional governance system, suitable for ensuring the efficiency of management and the effectiveness of controls with a view to the sound and prudent management of the Bank. The adopted governance model is based on the interaction and constructive dialectic between the corporate bodies and in particular between the two bodies appointed by the shareholders’ meeting:
The Board of Directors
The Board of Auditors
To these is added the Chief Executive Officer.
The members of the Board of Directors and the Board of Statutory Auditors are appointed by the Shareholders’ Meeting on the basis of the list voting mechanism, which guarantees the appointment of representatives of minority shareholders through the power to submit competing lists, a power granted to shareholders who – even jointly with others – have at least 2.5 percent of the capital.
As a result of voting by list, the Chairman of the Board of Directors and the Chief Executive Officer are then identified in accordance with the Bylaws.
In compliance with the Bank of Italy’s Supervisory Regulations and the provisions of the Articles of Association, on November 10, 2021, the Bank’s Board of Directors established the Audit and Risk Committee (Endoconsulting Committee), regulating its powers and operation. A number of management committees, not endoconsiliar, with investigative, advisory and propositional functions are also established: the NPL Committee, the AML and Finance Committee and the Credit Committee.
Our corporate structure is composed as follows:
Board of Directors
This is the corporate body that hinges the Bank’s strategic and organizational oversight function. The Chief Executive Officer is responsible, within the limits of the delegated powers, for the management function, and, specifically, for the task of conducting corporate operations aimed at achieving the strategic corporate policies and objectives decided by the Board of Directors.
Board of Statutory Auditors
It is the corporate body entrusted with the task of supervising the administration of the Bank and its actual operation, monitoring compliance with the law, bylaws, regulations and corporate resolutions.
The Control and Risk Committee is appointed by the Board of Directors, performs support functions to the body with strategic supervisory function in the area of risks and internal control system. It is assigned investigative, propositional and advisory functions.
Three management committees, which are not endoconsiliar, are also established with investigative, advisory and propositional functions: the NPL Committee, the ALM and Finance Committee and the Risk Committee.
Established by the Board of Directors in compliance with Legislative Decree 231/01 concerning the Administrative Responsibility of Entities, it performs supervisory and control functions on the observation of the Organization and Control Model with which the Bank has been equipped.