Prospectus UBI Banca Covered Bond Programme

Prospectus
The Supervisory Board also established from among its members the three committees provided for under the
Articles of Association:
• the Appointments Committee, with the responsibility for selecting and proposing appointments to the
Supervisory Board;
• the Remuneration Committee, with responsibility for proposing and consulting on remuneration in
accordance with applicable law and the Articles of Association; and
• the Internal Audit Committee, with responsibility for proposing, consulting and enquiring on matters
attributed to the Supervisory Board regarding internal controls, risk management and the ICT and
accounting system.
The Supervisory Board has also established from amongst its members an Accounting Committee, which
supports with proposal and consultation functions the Supervisory Board in relation to issues concerning the
individual and consolidated Annual Reports and the interim reports.
Management Board
The Management Board is composed by a minimum of 7 to a maximum of 11 members elected with a
three-years mandate from amongst registered shareholders with voting rights by the Supervisory Board, on the
proposal of the Appointments Committee. The Supervisory Board also appoints the Chairman and the Deputy
Chairman of the Management Board. The Management Board appoints the Chief Executive Officer from among
its members, upon proposal of the Supervisory Board, heard the Appointments Committee.
The members of the Management Board must be in possession of the qualities of integrity and professionalism
and any other requirement prescribed by regulations currently in force. The majority of them must have at least a
total of three-years experience in management and/or professional activities in financial and/or securities and/or
banking and/or insurance companies in Italy or abroad and at least one of them must possess the requirements of
independence stated in the consolidated law on finance. The Management Board, which meets at least once a
month, is responsible for the management of the company in observance of the general strategic policies and
programmes approved by the Supervisory Board.
The main powers of the Management Board are as follows:
• the definition of the general programmes and strategic policies and the drawing up of the industrial
and/or financial plans of the Bank and the Group to be submitted to the approval of the Supervisory
Board;
• the appointment and dismissal of the General Management and the definition of its functions and
responsibilities, and also the appointment of the senior management of the Group;
• the preparation of the draft Individual Company Financial Statements and of the draft Consolidated
Financial Statements.
The Management Board is currently composed by:
Name
Position
Principal activities performed outside the UBI
Banca Group
Emilio Zanetti Chairman Chairman of the Board of Società Editrice S.S.
Alessandro Ambrogio Bassiano S.p.A., Immobiliare
Albenza S.p.A.Deputy Chairman of the Board of La
Provincia di Como S.p.A. -Editoriale, Sacbo S.p.A.
Member of the Board of Italcementi S.p.A.
Flavio Pizzini Deputy Chairman Member of the Board of Don Gnocchi Sistemi S.r.l.,
Novaradio S.r.l.
Chairman of the Board of Statutory Auditors of Mittel
S.p.A. Mittel Generale Investimenti S.p.A.
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