2.2 Chairman of the Board of Directors

The Shareholders’ Meeting of 26 March 2013 confirmed Lorenzo Bini Smaghi in the role of Chairman of the Board⁵.

• The Chairman’s main duties are:
• chairing Shareholders’ Meetings, exercising the functions envisaged in law and in the Shareholders’ Meeting regulation;
• acting as the Company’s legal representative;
• entering into relations of strategic importance with institutional bodies and international authorities, together with the Chief Executive Officer;
• calling and chairing Board meetings and setting their agendas together with the Chief Executive Officer. He guides, oversees and coordinates Board activities, ensuring proper functioning and adequate disclosure by directors. He also ensures that Board decisions are implemented;
• having consulted the Control and Risk Committee, he assesses and contributes to the Chief Executive Officer’s suggestions to the Board regarding the appointment, dismissal and remuneration of the Internal Auditor;
• he assesses and contributes to the Chief Executive Officer’s suggestions to the Board regarding the appointment of general managers, the Executive Responsible for preparing corporate accounting documents and the members of the Supervisory Body.

The Chairman does not hold the office of Chief Executive Officer and does not hold a controlling stake in the Company.