Banca IFIS S p A : REPORT ON CORPORATE GOVERNANCE AND SHAREHOLDING STRUCTURE 2021

Report on Corporate Governance and Shareholding Structure 2022

Pursuant to Art. 123-bis of the Consolidated Finance Act ("TUF") (traditional administration and control model) Website:www.bancaifis.it

Document approved by the Board of Directors at its 09 March 2023 meeting

Banca Ifis | 2022 Report on Corporate Governance and Shareholding Structure
Contents
Contents	1
Background	4
Glossary	5
1. Issuer Profile	6
Shareholders	7
Corporate governance model	7
Shareholders' Meeting	8
Board of Directors	9
Board committees	10
Board of Statutory Auditors	10

2.	Information on the shareholding structure as at 31 December 2022	11
2.1 Capital structure	11
2.2 Restrictions on the transfer of securities	11
2.3 Significant equity investments	11
2.4 Securities conferring special rights	12
2.5 Employee share ownership: mechanism for exercising voting rights	12
2.6 Restrictions on voting rights	12
2.7 Shareholder agreements	12
2.8 Change of control clauses and provisions of the Articles of Association relating to takeover bids	12
2.9 Powers to increase share capital and authorisations to purchase own shares	13
2.10 Management and coordination activities	13
3.	Board of Directors	13
3.1 Role of the Board of Directors	13
3.2 Appointment and replacement	16
3.3 Composition	18
Diversity criteria and policies in Board composition and corporate organisation	20
Maximum number of offices held in other companies	21
3.4 Functioning of the Board of Directors	26
3.5 Role of the Chairman	27
Board Secretary	28
3.6 Executive directors	29
Chief Executive Officer	29
Chairman of the Board of Directors	30
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Banca Ifis | 2022 Report on Corporate Governance and Shareholding Structure

Information to the Board by the CEO 30

3.7 Independent directors and Lead Independent Director 31

Independent directors 31

Lead Independent Director 32

4. Corporate information management 33

5. Board committees 33

6. Director Self-Evaluation and Succession - Appointments Committee 34

6.1 Self-Assessment and Director succession 34

6.2 Appointments Committee 36

Composition and functioning of the Appointments Committee 36

Member of the Appointments Committee 37

7. Remuneration of Directors - Remuneration Committee 38

7.1 Remuneration of Directors 38

7.2 Remuneration Committee 38

8. Internal Control and Risk Management System - Control and Risk Committee 38

a Main characteristics of the existing risk management and internal control systems in relation to the financial

reporting process 47

a.1. Background 47 a.2. Description of the main characteristics of the existing risk management and internal control system in

relation to the financial reporting process (the "System") 48

a.2.1 Steps in the process of managing the risks of financial misstatement 48

a.2.2 Roles and Functions involved 49

8.1 Chief Executive Officer 49

8.2 Control and Risks Committee 50

Composition and functioning of the Control and Risks Committee 50

Functions assigned to the Control and Risk Committee 52

8.3 Head of the Internal Audit Function 54

8.4 Organisational model pursuant to Legislative Decree no. 231/2001 55

8.5 Independent Auditors 57

8.6 Manager charged with preparing the company's financial reports and other corporate roles and

functions 57

8.7 Coordination between the parties involved in the internal control and risk management system 58

9. Directors' interests and related party transactions 59

10. Board of Statutory Auditors 61

10.1 Appointment and replacement 61

10.2 Composition and operation 62

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Banca Ifis | 2022 Report on Corporate Governance and Shareholding Structure
Diversity criteria and policies	66
Independence	66
Remuneration	67
Interest management	67

11.

Shareholder relations

Access to information Dialogue with shareholders

67 67 67

• 12. Shareholders' Meetings

• 13. Considerations on the Letter from the Chairman of the Corporate Governance Committee

68 69 71

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