Board of Directors selection process and introduction of the candidates Milan, 27 March 2020 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Board of Directors Selection Process: Involved Parties EXTERNAL CONSULTANT Leading recruitment firm who is tasked with assisting the Bank in recruiting possible candidates. CG, NOMINATIONS AND Assists the Board of Directors in the various phases of the selection process. SUSTAINABILITY COMMITTEE CHAIR OF CG, NOMINATIONS AND Involved in mandating the external consultants and ensuring that the methods used to conduct the process are efficient, SUSTAINABILITY COMMITTEE and coherent with the purposes of the selection process itself. Identifies the profile of the candidates, appoints the Directors who will replace the outgoing board members and identifies BOARD OF DIRECTORS candidates for the position of Director where lists are submitted by the board to the Shareholders’ Meeting. 2 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Board of Directors Selection Process: Phases 1. The CGNS Committee appoints a leading recruitment 3. The recruitment firm draws up a list of potential candidates who match the company as external consultant. In selecting the external job description as approved by the Board of Directors. Based on the list expert, the CGNS Committee takes into account the skills and prepared by the external consultant, the CGNS Committee begins individual the professional experience in corporate governance, as well interviews with each candidate. as the need to be neutral, objective and independent in After the interview stage, the CGNS Committee draws up a shortlist, based on judgement. the list prepared by the external consultant. The shortlist is submitted to the Board of Directors. 1. Engagement of 2. Definition of 3. Candidate interviews 4. Nomination of the list of Board external consultant candidates’ profile and shortlisting candidates Slate 2. The CGNS Committee, with the assistance of the external consultant, 4. The Board of Directors decides on the proposal identifies the personal, professional and independence requirements received from the CGNS Committee approving the list to considered to be optimal for the office or the specific position. be presented in the Annual General Meeting. Once selected the ideal candidates, the CGNS Committee submits the profiles to the Board of Directors for approval. *CGNS Committee= Corporate Governance, Nominations and Sustainability Committee 3 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Board of Directors List – Executive Summary SKILLS & EXPERTISES 100% Governance 91% Sustainability 90% INDEPENDENT 82% Business Management and Organisation 82% Banking Industry and Risk Assessment & Management Techniques 82% Banking and Finacial Industry Regulation 45% GENDER DIVERSITY RATE 73% Financial Reporting Data Interpretation 73% FinecoBank Reference Markets 30% 20% 64% Compliance yo AVERAGE AGE 45% International Markets 59 50% 45% Economic and Financial System <55 55-65 >65 27% IT – Information Technology 4 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Board of Directors List – Skill Matrix SKILLS & EXPERTISES MANGIAGALLI FOTI SAITA GIANNOTTI ALBANO MONTANARI ZUNINO ZAPPIA BRANDA PINTO DONNINI 100% Governance 91% Sustainability 82% Business Management and Organisation Banking Industry and Risk Assessment 82% & Management Techniques 82% Banking and Finacial Industry Regulation 73% Financial Reporting Data Interpretation 73% FinecoBank Reference Markets 64% Compliance 45% International Markets 45% Economic and Financial System 27% IT – Information Technology 5 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Board of Directors List – Candidates 1. Marco Mangiagalli – Chairman 2. Alessandro Foti – Chief Executive Officer 3. Francesco Saita 4. Paola Giannotti De Ponti 5. Patrizia Albano 6. Gianmarco Montanari 7. Maria Alessandra Zunino de Pignier 8. Andrea Zappia 9. Giancarla Branda 10. Donato Pinto 11. Laura Donnini 6 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Marco Mangiagalli Professional Experience Marco Mangiagalli has spent most of his career within the Eni Group. He has also worked in the Barclays Group in Italy and in the Nuovo Banco Ambrosiano Group. At Eni he held various positions of increasing responsibility until taking on the position of Chief Financial Officer from 1993 to 2008. He has served on the Board of Directors of numerous companies, including: Agip S.p.A., Polimeri Europa S.p.A., Nuovo Pignone S.p.A., Snamprogetti S.p.A., Saipem S.p.A., Eni International Holding B.V., Eni International Bank Ltd, Albacom S.p.A., Emittenti Titoli S.p.A., Oil Investment Corp., Snam Rete Gas S.p.A., Falck Renewables S.p.A.. Education He was Chairman of Eni Coordination Center S.A. and Enfin S.p.A.. Degree in Political Economy, He was member of the Supervisory Board, Chairman of the Risk Committee, Chairman of the Remuneration Committee and member Università Commerciale “Luigi of the Related Party Transactions Committee of Intesa Sanpaolo S.p.A. in different periods from 2010 to 2016. Following the adoption Bocconi” of the one-tier system by Intesa Sanpaolo S.p.A., he also held the position of member of the Board of Directors and Chairman of the Management Control Committee of the bank for the three-year period 2016-2019. He has also held the following positions: 2009-2014: member of the Board of Directors and the Control and Risk Committee of Luxottica S.p.A. 2011-2013: member of the Board of Directors and the Control and Risk Committee and Corporate Governance of Autogrill S.p.A. Independence 2008-2010: Chairman of Saipem S.p.A. Consolidated He was a member of the Senior Advisory Board of the investment fund Global Infrastructure Partners from 2011 to 2017. Finance Act (TUF) Articles of He currently holds the following positions: (i) Chairman of the Board of Directors of E.I. Towers S.p.A. and (ii) member of the Board of Association/CG Directors of Finarvedi S.p.A.. Code 7 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Alessandro Foti Professional Experience Alessandro Foti has been Chief Executive Officer since December 2000 and General Manager (since July 2014) of FinecoBank S.p.A.. Before taking office as Chief Executive Officer, he was a member of the Bank’s Board of Directors from October 1999 to December 2000. In the course of his professional experience he has held the following positions: 2013-2019: member of the Executive Management Committee of UniCredit S.p.A. 2010-2015: Deputy Chairman of the Supervisory Board of Dab Bank AG (Germany) Education 2010-2012: member of the Supervisory Board of Direktanlage.AT AG (Austria) 2003-2005: member of the Board of Directors of Ducati Motors Holding S.p.A. Degree in Economics and 2003-2005: General Manager of FinecoGroup S.p.A. (company at the time listed on the MIDEX segment of Borsa Italiana Business, Università S.p.A.). Commerciale “Luigi Bocconi” 2001-2001: member of the Supervisory Board of Entrium Direct Bankers AG (Austria) 2001-2004: member of the Management Committee of ASSOSIM (Italian Association of Financial Market Intermediaries) 1999-2008: member of the Supervisory Board of FinecoFinance Ltd (Ireland) 1993-2002: Head of operations for administration, asset management and trading; member of the Board of Directors, General Manager and CEO and, since 2001, Chairman of Fin-Eco SIM S.p.A. 1989-1993: Head of Capital Market of Fin-Eco Holding S.p.A. Independence 1986-1989: Head of financial coordination of the subsidiaries of the Montedison S.p.A. Group. 1985-1986: Financial management of IBM Consolidated X Finance Act (TUF) In addition to his role as Chief Executive Officer and General Manager of FinecoBank, he currently holds the positions of: (i) Member of Articles of X the Board of Directors of Bocconi University (from 2018); (ii) Member of the Board of Directors of Borsa Italiana S.p.A. (since 2014). (iii) Association/CG Director and Deputy Chairman of ASSORETI (since 2012, as a member of the Management Committee). Code 8 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione Francesco Saita Professional Experience Francesco Saita has been Deputy Chairman of the Board of Directors and Chairman of FinecoBank’s Risk and Related Parties Committee (formerly, Audit and Related Parties Committee) since 2014. Since April 2017, he has also been a member of the Bank’s Corporate Governance, Appointments and Sustainability Committee (formerly, the Appointments and Sustainability Committee). Since 2005 he has been Full Professor of Economics of Financial Intermediaries at the Università Commerciale “Luigi Bocconi” where, since August 2017, he has also held the position of Director of the Financial Education Research Unit of the Baffi Centre for Applied Research on International Markets, Banking Finance and Regulation (BAFFI CAREFIN). In the course of his career he has also gained the following experience: 2015-2017: Director of the Baffi Centre for Applied Research on International Markets, Banking Finance and Regulation (BAFFI CAREFIN), Education created from the merger between the Centre for Applied Research in Finance (Carefin, managed from 2011 to 2014)