Our governance

CA Indosuez Wealth (Italy) S.p.A.

In Italy, CA Indosuez Wealth (Italy) is a subsidiary of CA Indosuez Wealth (Europe). Piloted from Milan by a management team including signification delegations, it is directed by Marco Migliore, CEO, also member of the CA Indosuez Wealth (Europe) Strategic Committee.

CA Indosuez Wealth (Europe) is a 100% subsidiary of CA Indosuez Wealth (Group). This organisation guarantees openness and ensures the synergy between our expertise on a global scale at the service of our clients.

CA Indosuez Wealth (Europe), a European hub

Responsible for development in the Europe region (excluding France), CA Indosuez Wealth (Europe) has developed a network of branches and subsidiaries, complementary to the Group’s other historical locations in the continent, in France, Monaco and Switzerland. This local network therefore includes teams:

  • In Luxembourg at the service of European clients;
  • In Belgium, with 3 locations in Brussels, Antwerp and Gent, forming CA Indosuez Wealth (Europe), Belgium Branch at the service of Belgian residents;
  • In Spain, through 5 locations based in Madrid, San Sebastian, Bilbao, Valencia and Seville, which make up CA Indosuez Wealth (Europe), Spain Branch at the service of Spanish investors;
  • In Italy, at the subsidiary CA Indosuez Wealth (Italy) S.p.A., whose teams are based in Milan, Rome, Padua and Turin at the service of Italian families and entrepreneurs.

Corporate governance

CA Indosuez Wealth (Italy) S.p.A. adopts a traditional administration and control system, based on dividing tasks between the administrative body and the Board of Auditors.

This choice is based on the Board of Directors’ central role, on transparency, on our management choices, on the internal control system’s effectiveness and on regulating potential conflicts of interest.

Principles and procedures regulating the activities of all our organizational, business and support components are audited and updated continuously and enable us to respond fast to how the regulatory context evolves and operating practices change.

Corporate entities

Board of directors

CA Indosuez Wealth (Italy) S.p.A. is managed by a Board of Directors composed by seven members.

  • Ariberto Fassati – President
  • Olivier Claude Marie Chatain – Deputy President
  • Marco Migliore – Chief Executive Officer and General Director
  • Ivana Bonnet – Director
  • Maurizio Romualdo Borletti – Indipendent Director
  • Giorgio Roberto Costa – Indipendent Director
  • Roberto Ghisellini – Director
  • Caroline Bouchy – Deputy General Director
  • Luca Ghirardi – Deputy General Director

 

The board of auditors

The Board of Auditors is entrusted with controlling compliance with the law and the articles of association.
The Board of Auditors also has an advisory function for relations between the Board of Directors and the shareholders’ meeting.

  • Roberto Ruggero Capone – President
  • Angelo Gilardi – Regular auditor
  • Marco Ziliotti – Regular auditor

Moreover, Board of Auditors has been attributed the functions of Supervisory Committee (Legislative Decree 231/2001).

 

The auditing company

The task of the auditing company is to assess: that corporate accounts are kept regularly, that management facts are entered in accounts accurately, and correctness of criteria applied to draw up the company’s financial statements.
Ernst & Young S.p.A. is the current auditing company appointed.
 

Control systems

CA Indosuez Wealth (Italy) S.p.A. has set up an internal control system to ensure: 

  • effective, efficient organizational processes
  • safeguarding of company assets and protection against losses
  • reliability and integrity of information
  • regulatory compliance
  • identification, control and reduction of risks

The internal controls system, consistent with Bank of Italy and Consob provisions, is divided into services and functions, organizational entities and systems.
Internal audit, Compliance, Anti money-laundering, Risk management are functions and services carrying out a direction and control role in the Bank. 

 

The internal control committee

  • expresses opinions on certain aspects related to identifying and monitoring the main company risks
  • assesses proposals made by the auditing company
  • reports to the Board of Directors, when the financial statements are approved, on control system adequacy

 

The remuneration committee

Makes proposals on: 

  • remuneration for the President of the board of directors and the Managing Director
  • bonus structure to be assigned to the management and in particular to the so-called risk takers

Furthermore, it periodically assesses criteria adopted for remuneration of managers with strategic responsibilities, supervises their application and makes general recommendations to the Board of Directors on salaries.

Corporate documents

To guarantee transparency and procedure and substance correctness for operations, we have set specific internal regulations, laid out in the following corporate documents:

> By-Laws
> Disclosure about the application of the incentive and remuneration policy
> Policy for the detecting and resolution of transactions with associated entities

The Policy regulates how CA Indosuez Wealth (Italy) S.p.A. identifies and approves operations with connected parties, carried out by the Bank and its subsidiaries.

Legislative decree 231/2001

Decree 231/2001 was issued to partially execute legislative decree 300 of 29 September 2000, to adapt laws to international and community conventions. It introduced an entity’s direct responsibility for offences and administrative illegalities committed by its officials into our legal system.
To prevent illegal behavior, CA Indosuez Wealth (Italy) S.p.A. follows a code of ethics and conduct and has activated specific organization, management and control procedures.

> MOG – Organisation management and control model of CA Indosuez Wealth (Italy) S.p.A.
> MOG – Annex 1: Contractual provisions pursuant to D. Lgs. 231/2001
> MOG – Annex 2: Supervisory Body Regulations
> MOG – Annex 3: List and description of crimes and administrative offences pursuant to D. Lgs. 231/2001 – special section
> MOG – Code of Ethics
> MOG – Code of conduct