Board of Directors and Management Control Committee

Appointment and composition

The Board of Directors is composed of between a minimum of 15 and a maximum of 19 members, including non-shareholders, appointed at the Shareholders’ Meeting for a three-year term of office.

The Shareholders of Intesa Sanpaolo, at the ordinary meeting held on 29 April 2025, decided to set the number of the members of the Board of Directors at 19 and, in accordance with the provisions of Article 14 of the Articles of Association, appointed the Board of Directors for financial years 2025/2026/2027, electing Gian Maria Gros-Pietro Chair and Paola Tagliavini Deputy Chair. Furthermore, the Shareholders appointed five members of the Board of Directors to the Management Control Committee, with Roberto Franchini as Chair.

In accordance with the Articles of Association, candidates appointed have been drawn from the slates submitted by shareholders owning at least 0.5% of the Bank’s ordinary share capital. The candidates have declared their compliance with the requirements of professionalism, integrity, independence, competence, fairness, time commitment, and the limits on the total number of directorships prescribed by the law and the current regulations.

The Board of Directors is currently composed as follows:

NAME	POSITION	DATE OF BIRTH	DATE OF APPOINTMENT	AUDITOR (#)	INDEPENDENT (##)	MANAGEMENT CONTROL COMMITTEE
Gian Maria Gros-Pietro	Chair	04/02/1942	29/04/2025	-	-	-
Paola Tagliavini	Deputy Chair	23/10/1968	29/04/2025			-
*Carlo Messina ^()**	Managing Director and CEO	06/04/1962	29/04/2025	-	-	-
Maria Angela Zappia ^()**	Director	12/08/1959	29/04/2025	-		-
Franco Ceruti	Director	13/06/1952	29/04/2025	-	-	-
Paolo Maria Vittorio Grandi	Director	07/11/1954	29/04/2025	-	-
Luciano Nebbia	Director	01/09/1953	29/04/2025	-	-	-
Liana Logiurato	Director	29/03/1968	29/04/2025	-		-
Pietro Previtali	Director	27/03/1971	29/04/2025	-		-
Maria Alessandra Stefanelli	Director	27/01/1964	29/04/2025	-		-
Bruno Maria Parigi	Director	21/12/1957	29/04/2025	-		-
Anna Gatti ⁽¹⁾	Director	30/01/1972	29/04/2025	-		-
Guido Celona ⁽¹⁾	Director	18/08/1959	29/04/2025			-
Mariarosaria Taddeo ⁽¹⁾	Director	22/07/1980	29/04/2025	-		-
Fabrizio Mosca	Director	07/06/1968	29/04/2025
Mariella Tagliabue	Director	31/08/1970	29/04/2025
Maura Campra	Director	30/05/1961	29/04/2025
Roberto Franchini ⁽¹⁾	Chair of the MCC	23/05/1955	29/04/2025
Riccardo Secondo Carlo Motta ⁽¹⁾	Director	26/05/1961	29/04/2025

^{(*) Was appointed Managing Director and CEO by the Board of Directors on 29 April 2025. He is the only executive director on the Board
(**) Having reached the end of her mandate in Washington
(#) Is enrolled on the Register of Statutory Auditors and has practiced as an auditor or been a member of the supervisory body of a limited company
(##) Meets the independence requirements (Article 13.4.3 of the Articles of Association, Corporate Governance Code, M.D. 169/2020 and Article 148, paragraph 3, of Legislative Decree 24 February 1998 no. 58 TUF)
(1) Is a representative of the Minority Slate}

Functions of the Board of Directors and the Management Control Committee

The Board of Directors performs strategic supervision and management functions regarding matters within the remit of non-delegated powers. It confers and revokes related powers to/from the Managing Director and CEO appointed from its members. It sets the compensation of the CEO and the other members to whom it has assigned additional specific duties, in line with the remuneration policies approved at the Shareholders’ Meeting.

Within the Board of Directors, the Management Control Committee performs the control functions, with specific reference to the duties that the current regulations assign to the control body and is entrusted with all the powers, including those of inspection and reporting to the Authorities, in accordance with the law and supervisory regulations.

Last updated 29 April 2025 at 16:50:48