Suitability Requirements for Members of Corporate Bodies Within the Framework of an International Banking Group

Laura Orofino, Senior Manager, Intesa Sanpaolo, Italy

Suitability requirements for members of corporate bodies are a key point for a sound corporate governance in banks and banking groups. The Guidelines issued by EBA and ESMA in 2017 (implementing the principles set out in CRD IV Directive) require corporate bodies of banks to adopt a policy for the assessment of the suitability requirements of their members. Reputation, experience, independence of mind and time commitment must be assessed for each member of the management body following the criteria set forth by EU and national regulations. In addition, the board must be adequate as a whole. To this end, an optimal qualitative and quantitative composition shall be identified, also considering diversity criteria. Within an international banking group carrying out several financial activities, the adoption of a set of principles at a group’s level can be viewed as a challenging task assigned to the parent company as a part of its management and coordination activities. Given the variety of corporate governance systems within such a group, the harmonization pursued shall be balanced with a full compliance with the local and industry sector regulations applicable from time to time. The criterion of proportionality and a ’comply or explain’ approach may be a key to success.

Laura Orofino has been working at Intesa Sanpaolo Group for twenty years, dealing with an array of legal issues related to corporate governance, shareholdings management and company law in general. Currently, as a Senior Manager, she is Head of Corporate Bodies and Governance Structure within M&A and Group Shareholdings Head Office Department.

Intesa Sanpaolo is the parent company of Intesa Sanpaolo Banking Group, one of the top banking groups in Europe and the leading one in Italy. The Group has a strategic international presence and is among the top players in several countries in Central Eastern Europe and in the Middle East and North Africa, through its local subsidiary banks.