Articles of Association - Section II




1. The following are bodies of the Compagnia:

a) the Chair;

b) the “Consiglio Generale”;

c) the Management Committee;

d) the Board of Auditors;

e) the Secretary-General.

2. The members of bodies in charge of directing, administering, managing and controlling the Compagnia must be chosen among persons who:

a) possess the requirements of honorableness referred to in the decree of the Ministry of the Treasury, Budget, and Economic Planning of 18 March 1998, nr. 161 and its subsequent modifications;

b) have not encountered one of the impeding situations and are not in the situations that entail the suspension of office provided for by the Decree of the Ministry of the Treasury, Budget, and Economic Planning of 18 March 1998, nr. 161 and its subsequent modifications;

c) have adequate cultural and professional titles and are skilled and experienced in at least one of the priority sectors, for what concerns the members of the policy-making and management bodies; and, with respect to the controlling body, fulfill the professional requirements of art. 15.2.

3. Besides fulfilling the above-mentioned general requirements of honorability and professional competence, the members of the Management Committee must possess specific requirements of professional competence with respect to experiences made in administration and management.

4. The positions of member of the “Consiglio Generale”, Management Committee, Board of Auditors, and Secretary-General are incompatible with each other.

5. The Chair and the members of the “Consiglio Generale”, of the Management Committee and of the Board of Auditors cannot be appointed again in the same or another body, once they have completed, wholly or partly, two terms of office, even though they are not consecutive. For the purposes of this paragraph, only one term of office is considered to be completed if, during the same term of the “Consiglio Generale”, a member of the “Consiglio Generale” is appointed to the Management Committee.

6. Subject to the incompatibility causes from time to time indicated by the law, the following cannot be part of the Compagnia’s bodies:

a) members of the management bodies of the entities indicated in art. 8.1, or the persons connected to them through employment relationships or continuous consultancy services, or that supply paid work, or are connected through other relationships having a pecuniary nature, described in art. 2399 Civil Code, that may compromise their independence;

b) the spouses, relatives and in-laws up to the second degree of the members of the management bodies of the entities indicated in art. 8.1;

c) the directors of the recipients of the Compagnia’s interventions, with the exception of instrumental entities and companies, with whom the Compagnia has organic and permanent relations;

d) persons that hold direction, administration and control functions in other foundations indicated in the legislative decree 17 May 1999, nr. 153;

e) persons that hold direction, administration, and control functions in the recipient banking institution, as well as in its subsidiaries or in companies in which said institution has an interest;

f) persons that hold positions in the management, supervisory, and control bodies, or hold direction functions in any companies that are in competition with the recipient banking institution or with companies belonging to the group of the recipient banking institution;

g) members of the Italian and European Parliament, the Council of Ministers, the Constitutional Court, or other government or constitutional bodies, including at local level;

h) members of Regional, Provincial, and Town legislative bodies; the Mayors; the Regional, Provincial, and Town Councilors; the Presidents of the Regional and Provincial Councils;ì

i) members of the Councils of the Chambers of Commerce, Industry, Crafts and Agriculture;

l) employees of the Supervisory Authority for foundations, referred to in art. 2, paragraph 1, lett. i) of the law 23 December 1998, nr. 461.

7. Participation in the Compagnia’s bodies is incompatible with any political office or candidacy; in particular, persons who have held or have run for one of the offices indicated in the previous paragraph 6, letters g) and h) during the twelve preceding months cannot hold a position in the Compagnia’s bodies.

8. The appointment to the Compagnia’s bodies is also precluded to persons who have not signed a statement committing not to run for the offices indicated in paragraph 6, lett. g) and h) during the term of their office and during the year following its expiry.

9. Any supervening cause of incompatibility after the appointment to the relevant body shall be a cause of suspension and, if it is not removed within thirty days from its occurrence, it shall be cause for forfeiture. Also a cause for forfeiture is the intervening failure to meet any of the honorability and professional requirements after the appointment to office.

10. Each collegiate body shall check that its members fulfill the requirements and that the situation is as required in the above paragraphs, taking any consequent measures within thirty days from the check.  The “Consiglio Generale” carries out this check with respect to the Chair, and the Management Committee with respect to the Secretary-General.

11. Each member has the obligation to immediately communicate to his/her body about any forfeiture, suspension, or incompatibility causes that concern him/her; failing to do so, the body shall apply the relevant protocol as soon as it receives notice of said causes.

12. Should a member of the policy-making or administration body be in a situation of conflict with the Compagnia’s interests, he/she must give immediate notice to his/her body and to the Board of Auditors, detailing the nature, terms, origin and scope of said conflict of interest, and abstaining from the relevant resolutions.

13. In case of failure to observe the communication and abstention obligations provided for in the preceding paragraph, the person responsible shall answer to the Compagnia for any resulting damages.

14. Any members of the “Consiglio Generale” or the Management Committee that do not take part, without having a justified reason, in two consecutive meetings of their body, shall be divested of authority. The forfeiture shall be promptly accepted by the relevant body; the Chair shall promote any substitution procedure according to these Articles.