Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

ii)Directors have left office, for appointments to theExecutive Committee and to the post of ManagingDirector, and at the proposal of the latter, forappointments to the post of General Manager; forthese duties a Director qualifying as independentis added to the committee if none are alreadyrepresented on it;The Board of Directors also delegates theAppointments committee to pass resolutions onproposals made by the Managing Director, havingfirst sought the opinion of the Chairman,regarding decisions to be taken in generalmeetings of the investee companies referred to inparagraph 2, point 4 of the foregoing Article 17in respect of appointments to governing bodies.The committee adopts resolutions with a majorityof its members voting in favour. In the event of anequal number of votes being cast, the decisionreverts to the Board of Directors;a Remunerations committee, made up of sevennon-executive members, at least a majority ofwhom shall be independent, with powers ofconsultation and enquiry to determine theremuneration of Directors vested with particularduties and the General Manager if appointed.The committee also gives its opinion on theguidelines for remuneration and staff retentionpolicies operated by the Group presented by theManaging Director;iii) an Internal control committee, with threeindependent members, which has duties ofconsultation and enquiry in particular withrespect to the Bank’s system of internal controland risk management, and the structure of its ITand financial reporting organization.Article 19For Board resolutions to be valid, a majority of theDirectors in office must be present. The Board ofDirectors adopts reslutions with a majority of those inattendance voting in favour. For the matters listedunder the foregoing Article 17, paragraph 2, points 5,6 and 7, the Board shall adopt resolutions based onthe quorum stipulated in Article 17, paragraph 4.In the event of an equal number of votes being cast,the Chairman of the Board of Directors shall have thedeciding vote.In the event of Directors abstaining from votes owingto an interest which such Directors may have in thetables proposals for the submission of a list ofcandidates for appointments to the Board ofDirectors, to co-opt Board members afterDirectors have left office, for appointments to theExecutive Committee and to the post of ManagingDirector, and at the proposal of the latter, forappointments to the post of General Manager; forthese duties, if the General Manager forms partof the committee, a two directors qualifying asindependent under the Code of conduct areadded to the committee, if none are alreadyrepresented on it.The Board of Directors also delegates theAppointments committee to pass resolutions onproposals made by the Managing Director, havingfirst sought the opinion of the Chairman,regarding decisions to be taken in generalmeetings of the investee companies referred to inparagraph 2, point 4 of the foregoing Article 18in respect of appointments to governing bodies.The committee adopts resolutions with a majorityof its members voting in favour. In the event of anequal number of votes being cast, the decisionreverts to the Board of Directors;ii) a Remunerations committee, made up of fromfive to seven non-executive members, at least amajority of whom shall be independent asdefined by the Code of conduct, with powers ofconsultation and enquiry to determine theremuneration of Directors vested with particularduties and the General Manager if appointed.The committee also gives its opinion on theguidelines for remuneration and staff retentionpolicies operated by the Group presented by theManaging Director;iii) an Internal control committee, with from three tofive independent members as defined by theCode of conduct, which has duties ofconsultation and enquiry in particular withrespect to the Bank’s system of internal controland risk management, and the structure of its ITand financial reporting organization.Article 2019For Board resolutions to be valid, a majority of theDirectors in office must be present. The Board ofDirectors adopts reslutions with a majority of those inattendance voting in favour. For the matters listedunder the foregoing Article 18, paragraph 2, points 5,6 and 7, the Board shall adopt resolutions based onthe quorum stipulated in Article 18, paragraph 4.Unchanged”– 521