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

EXECUTIVE COMMITTEE: ROLE AND COMPOSITIONThe Board of Directors appoints an Executive Committee to comprise atotal of nine members, establishing their powers in accordance with theprovisions of the Articles of Association.The Executive Committee presently has eight members. The Chairman ofthe Board of Directors and the other Directors who are members of themanagement of Mediobanca Group companies are members of the ExecutiveCommittee de jure. Members of the Executive Committee who are part of theMediobanca Group’s management are bound to devote themselves exclusively tothe performance of activities relating to their post, and unless permitted otherwiseby the Board of Directors, may not carry out duties of management, direction,control or of any other nature for companies or entities other than those owned byMediobanca. The other Executive Committee members, again unless permittedotherwise by the Board of Directors, may not carry out duties of management,direction, control or of any other nature for other banking or insurance groups.Directors who are also part of the Banking Group’s management, and whoin such capacity are called to form part of the Executive Committee, cease to beDirectors upon their ceasing to be employed by the company belonging to theBanking Group.Members of the Executive Committee shall also be disqualified from theoffice of Director upon the occasion of any breach on their part of the restrictionon not accepting positions of administration, management, control or of any otherkinds for banking groups or insurance companies. Disqualification is pronouncedby the Board of Directors.The Executive Committee is chaired by the Chairman of the Board of Directors.The Executive Committee appoints a Deputy Chairman of the ExecutiveCommittee from among those of its number who have been part of the MediobancaGroup management for at least three years.The Committee remains in office for the entire duration of the office of theBoard of Directors which appointed it.The Statutory Audit Committee takes part in Executive Committee meetings.556 –