The membership of the Board of Statutory Auditors in office as at FY2010 year-end date, as is also shown in Table 3 attached to this Report, is as follows:

  • Chairman: Mauro Rovida,

  • Standing statutory auditor: Erasmo Santesso,

  • Standing statutory auditor: Dario Stevanato,

  • Substitute statutory auditor: Luca Giacometti,

  • Substitute statutory auditor: Francesca Rapetti.

The Shareholders’ Meeting that made the appointment took place on 29 April 2010. The election for the 3-year period 2010-2012 took place based on a list vote. Two lists of candidates were submitted: one by the majority shareholder “LA SCOGLIERA S.p.A.” and one by the shareholder “PREVE COSTRUZIONI S.p.A.” (which certified the absence of connections with the controlling shareholder). Below we show, for both of them, the list of candidates, the list of those elected and the percentage of votes obtained in relation to voting capital:

List of candidates presented by the majority shareholder “La Scogliera S.p.A.”

Candidates for office of standing statutory auditor

List of those elected

Percentage of votes obtained

Mauro Carlo Rovida

Mauro Carlo Rovida

96.39%

Candidates for office of substitute statutory auditor

Luca Giacometti

Luca Giacometti

List of candidates presented by the shareholder "PREVE COSTRUZIONI S.p.A."

Candidates for office of standing statutory auditor

List of those elected

Percentage of votes obtained

Erasmo Santesso

Dario Stevanato

Erasmo Santesso

Dario Stevanato

3.49%

Candidates for office of substitute statutory auditor

Francesca Rapetti

Francesca Rapetti

Below we summarize the personal and professional characteristics of each standing statutory auditor (pursuant to Article 144-decies of the CONSOB Issuers’ Regulation) based on the statements provided by each of them and attached to the lists, as well as on any subsequent updates notified by those concerned.

Chairman of the Board of Statutory Auditors – Mauro Rovida

Mauro Rovida graduated in Economics & Commerce in 1973, was research fellow in the Economic Politics department of the Economics & Commerce Faculty at the University of Genoa, has been a licensed Professional Accountant since 1975 and is also an officially approved Statutory Auditor. He is a consultant, mainly in Genoa, in the corporate and litigation fields. He is a consultant for various companies and groups in Genoa involved in construction, maritime tourism services, port cargo handling services, industrial companies connected with shipping business, real estate trading, mechanical industry, clothing, information technology and services. He is a member of various Boards of Directors and Boards of Statutory Auditors.

Standing statutory auditor – Erasmo Santesso

Erasmo Santesso graduated in Economics & Commerce at the University of Venice in 1971, is registered as an officially approved Statutory Auditor and is Full Professor of Business Economics at the University of Venice. He has performed consultancy and training activities in the field of planning and control, organisation and finance in various companies and entities. He is currently a member of the Board of Directors of Inipress S.p.A. and R.p.m. S.p.A. and is a member of the Board of Statutory Auditors of Acciaierie Venete S.p.A. and Cassa di Risparmio di Venezia (Chairman of the Board of Statutory Auditors).

Standing statutory auditor – Dario Stevanato

Dario Stevanato is a lawyer and licensed Professional Accountant in Venice. He is also Full Professor of Tax Law and International Tax Law at the University of Trieste.

He participates as a speaker in numerous conferences, courses, seminars and training initiatives concerning tax matters, organised by public and private entities.

He has published three monographs and several hundred articles and papers on tax matters. He is part of the scientific management team of the journals ‘Dialoghi tributari’, ‘Corriere Tributario’ and ‘Diritto e Pratica Tributaria’.

During FY2010 the Board of Statutory Auditors met at the Bank during the course of 14 days, when it had contacts with Top Management, the Internal Audit Committee, the Supervisory Committee as per Legislative Decree 231/2001, the auditing firm, the Internal Auditing Officer, the Accounting Reporting Manager and other control departments, as well as with numerous managers and employees of the Bank. The meetings and/or audits lasted about 3 hours and a half on average.

Since the beginning of 2011 until the date of approval of this Report, the Board of Statutory Auditors has met at the Bank during the course of three days when it had contacts with the Internal Audit Committee, the auditing firm, control departments, and with a couple of members and managers of operating areas. The Board of Statutory Auditors will foreseeably hold a number of meetings in 2011 in line with those held in FY2010.

There have been no changes in the Board of Statutory Auditors’ membership as at FY2010 year-end date.

The Board of Directors has checked statutory auditors’ possession of the requisites of integrity, professional skill/repute and independence, as per Article 148, paragraph 3 of the Legislative Decree 58/1998, based on the Substitute Declarations envisaged by Italian Presidential Decree no. 445 of 28 December 2000.

In addition the Board of Statutory Auditors checks the suitability of its members to perform the functions of the control body in terms of professionalism, availability of time and independence. It also checked its own appropriateness in terms of powers, operation and membership, taking into account the entity and complexity of Banca IFIS and its business activities. As regards this, it has been confirmed on each occasion that the members of the Board of Statutory Auditors continue to meet the independence requirements as per all the criteria established by the Corporate Governance Code for directors’ independence.

Consistently with the provisions of the Corporate Governance Code, and also pursuant to the provisions of Article 136 of the Consolidated Banking Act (“Obligations of banking officers”), paragraphs 1, 2 and 2-bis, if a statutory auditor either directly or on third parties’ account has an interest in a certain transaction of the Issuer, he/she must inform the other statutory auditors and the Chairman of the Board promptly and exhaustively about the nature, terms, origin and extent of his/her interest.

The Board of Statutory Auditors has watched over compliance with the law and the Articles of Association, observance of the principles of proper management and, in particular, the appropriateness of the organizational structure. In addition, it has performed the tasks of control entrusted to it by law, checking the correctness of accounting procedures and assessing the degree of efficiency and appropriateness of the Internal Audit System, coordinating its activity with that of the other players in that “System”. Furthermore, it watched over the independence of the auditing firm, checking both observance of relevant regulatory requirements and the nature and entity of services other than independent statutory auditing provided to the Issuer and its subsidiaries by the auditing firm and by the entities belonging to the latter’s network.

As regards its coordination with the other players of the Internal Audit System, the Board of Statutory Auditors had primarily relations, as envisaged by the Corporate Governance Code, with the Internal Auditing Department, whose Manager normally attends the Board of Statutory Auditors’ meetings, and with the Internal Audit Committee, whose meetings are normally attended by the Chairman of the Board of Statutory Auditors. In addition, during 2010 five joint meetings were held of the Board of Statutory Auditors and Internal Audit Committee.