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 Board²⁴.

The main duties of the Chairman, who does not have an executive role, are:

• chairing Shareholders’ Meetings, performing the duties provided for by law and by the Shareholders’ Meeting regulations;
• acting as the Company’s legal representative;
• entering into relations of strategic importance with institutional bodies and international authorities, together with the CEO;
• calling and presiding over Board meetings and setting their agenda, together with the CEO. 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, assessing and contributing to the CEO’s suggestions to the Board regarding the appointment, dismissal and remuneration of the Internal Auditor;
• assessing and contributing to the CEO’s suggestions to the Board regarding the appointment of general managers, the Executive Responsible for preparing corporate accounting document and the members of the Watch Structure.

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