The Corporate Governance system and Organisational Structure adopted by FCA Bank work to ensure the healthy and prudent management of the company and of the group that it heads up, in compliance with existing regulations and the development trajectories that characterise them, with the Articles of Association, as well as the corporate targets for business development. The Corporate Governance structure comprises an administration and control system founded on the existence of an administrative body (the board of directors) and of the board of auditors.
Within the board of directors, comprising ten board members, two directors operate in possession of the requisites of independence. The chairman of the board of directors does not have executive powers. The board of directors has delegated part of its powers to a chief executive officer, who also acts as general manager.
The board of directors has instituted internal board committees.
The board of directors exercises strategic oversight functions, the chief executive officer those of management and the board of auditors those of control.For more detailed information on its composition, refer to the
An auditing company is appointed for legal auditing in accordance with the law.
The organisational structure of FCA Bank S.p.A. takes into account the company’s dual nature of parent, on one hand, and Dealer and Retail financing business management company, on the other. Consequently, the company is organised into Headquarter and Business Unit Italy functions.
Additionally, the separation of business functions and those directed towards internal control is rigorously ensured.
Matrix organisation is the method principally followed to ensure effective coordination between parent company and its subsidiaries. FCA Bank S.p.A., a joint venture with equal and joint control exercised by two partners, is not subject to direction and coordination (acc. to art. 2497 Italian Civil Code) by any subject. The bank, in accordance with the application of the principle of proportionality envisaged by the current vigilance provisions, falls within the category of intermediate banks, on the basis of criteria indicated within the provisions themselves.