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

for its operations and the size of the Company;5) reports, with the General Manager, if appointed,to the Board of Directors and ExecutiveCommittee each quarter on the Bank’s operatingperformance and prospects, and on the mostsignificant transactions carried out by theCompany and its subsidiaries.for its operations and the size of the Company;5) reports, with the General Manager, if appointed,to the Board of Directors and ExecutiveCommittee each quarter on the Bank’s operatingperformance and prospects, and on the mostsignificant transactions carried out by theCompany and its subsidiaries.Sub-section IV - General ManagerArticle 25The Board of Directors may appoint, at the ManagingDirector’s proposal and without prejudice to theprovisions of Article 18, paragraph 1, letter i) hereof,a General Manager and establish his powers. Ifappointed, the General Manager will be one of theDirectors in possession of the requisites specifiedunder Article 14, paragraph 4 of these Articles.The Board of Directors shall authorize the GeneralManager to sign jointly or severally on behalf of theCompany as laid down in Article 27, and thereby vesthim with powers to carry out the day-to-day businessof the Company and to implement resolutions passedby the Board of Directors and Executive Committee inaccordance with the directions issued by, and basedon the individual remit of, the Board of Directors,Executive Committee and Managing Director.Sub-section V - Head of company financialreportingArticle 26On the proposal of the Executive Committee andhaving sought the opinion of the Statutory AuditCommittee, the Board of Directors appoints oneperson to act as head of financial reporting, who shallbe chosen from among the Bank’s management andwho has held management positions for a period of atleast three years in the field of accountingadministration at the Bank itself or at other leadingbanks. The person identified to act as head offinancial reporting shall put in place adequateadministrative and accounting procedures for thepreparation of the individual and consolidatedaccounts, and all other reporting which is financial innature. The appointed bodies and the head offinancial reporting issue the statements on theCompany’s capital, earnings and finances requiredunder law.The Board of Directors exerts supervision to ensurethe head of financial reporting is vested with suitablepowers and means to carry out the duties entrusted toSub-section IV - General ManagerArticle 265The Board of Directors may appoint, at the ManagingDirector’s proposal and without prejudice to theprovisions of Article 19, paragraph 1, letter i) hereof,a General Manager and establish his powers. Ifappointed, the General Manager will be chosen fromamong one of the Directors in possession of therequisites specified under Article 15, paragraph 4 ofthese Articles, , and may not be more than sixty-fiveyears old.The Board of Directors shall authorize the GeneralManager to sign jointly or severally on behalf of theCompany as laid down in Article 28, and thereby vesthim with powers to carry out the day-to-day businessof the Company and to implement resolutions passedby the Board of Directors and Executive Committee inaccordance with the directions issued by, and basedon the individual remit of, the Board of Directors,Executive Committee and Managing Director.Sub-section V - Head of company financialreportingArticle 276Unchanged”526 –