The Governance Structure

BFF adopts the traditional corporate governance model of administration and control.

The governance model comprises:

Board of Directors (the body with strategic supervisory function)
Chief Executive Officer (with management function)
Board of Statutory Auditors (with control function)

The corporate governance provides, moreover, for the establishment of a Supervisory Board (SB) and specialised committees to investigate, advise and make recommendations to the bodies vested with the strategic supervisory and management functions:

Remuneration Committee
Related-party Transactions Committee
Appointments Committee
Risk Control Committee

BFF belongs in the category of companies of larger dimensions or which are operationally complex, as a listed company, its shares admitted for trading on the MTA run by Borsa Italiana S.p.A.

Board of Directors

The Board of Directors is the body entrusted with the strategic supervisory function through among other things the definition and approval of the Bank's strategic and management guidelines, providing for their regular review relative to trends in the corporate activities and the external environment, to ensure its effectiveness over time.

Pursuant to Number 18 of the Articles of Association, the Board of Directors is granted the broadest powers for the ordinary and extraordinary management of the Company. It is granted all powers necessary to fulfil and meet the corporate purpose, except for those powers reserved by law or the Articles of Association to the Shareholders' Meeting.

The current Board of Directors consists of 9 (nine) members, 5 (five) of whom meet the requirements of independence established in the TUF and the Code of Corporate Governance approved by the Corporate Governance Committees set up by the business Associations (ABI, ANIA, Assonime, Confindustria). The profiles, competence and expertise of each Board Member have been subject to appraisal by the Board of Directors, the composition of the Board of Directors is functional and adequate to the Bank's governance needs and reflects an adequate diversification in terms among other things of competence, expertise, age, gender and international projection.

The Chief Executive Officer is entrusted with the management function.

As pointed out, the corporate governance also provides for the establishment of committees within the Board with authority to investigate, advise and make recommendations to the Board of Directors.

Composition of the Board of Directors

Name	Date of birth	Title	Qualification	Independence		Date of appointment	End of office	No. other offices
Name	Date of birth	Title	Qualification	Form TUF	Cod. Corporate Governance	Date of appointment	End of office	No. other offices
Ranieri De Marchis	08/01/1961	Chairman	Non executive	X	X	18/04/24	Appr. financial Statements 31/12/26	-
Anna Kunkl	09/11/1972	Vice Chairman	Non executive	X	X	18/04/24	Appr. financial Statements 31/12/26	-
Massimiliano Belingheri	30/10/1974	CEO	Executive			18/04/24	Appr. financial Statements 31/12/26	-
Domenico Gammaldi	12/04/1953	Member	Non executive	X	X	18/04/24	Appr. financial Statements 31/12/26	-
Piotr Enryk Stepniak	24/05/1963	Member	Non executive			18/04/24	Appr. financial Statements 31/12/26	-
Alexia Ackermann	08/09/1973	Member	Non executive	X	X	18/04/24	Appr. financial Statements 31/12/26	-
Mimi Kung	05/02/1965	Member	Non executive	X	X	18/04/24	Appr. financial Statements 31/12/26	-
Guido Cutillo	25/09/1972	Member	Non executive	X	X	18/04/24	Appr. financial Statements 31/12/26	-
Susana Mac Eachen	17/12/1965	Member	Non executive	X	X	18/04/24	Appr. financial Statements 31/12/26	-

Ranieri De Marchis

Anna Kunkl

Massimiliano Belingheri

Domenico Gammaldi

Piotr Enryk Stepniak

Alexia Ackermann

Mimi Kung

Guido Cutillo

Susana Mac Eachen

Board of Statutory Auditors

The corporate control function is assigned to the Board of Statutory Auditors which is assigned among other things in compliance with the Regulatory provisions to oversee the following: compliance with legal and regulatory provisions and the Articles of Association; compliance with the principles of correct administration; the adequacy of the organizational, administrative and accounting structure and its operation;

the adequacy of organizational, administrative and accounting arrangements, and their proper functioning;
the Internal Control System and the Risk Appetite Framework (RAF) are complete, adequate and reliable;
the Bank's activity in management and coordination,
the legal review process for the annual accounts and consolidated accounts, and the independence of the external auditors, in particular in the provision of non-audit services;
other actions and developments expressed and identified by law, performing all functions mandated to it pursuant to the pertinent regulations.

The Board of Statutory Auditors verifies, in particular, the effectiveness and adequate coordination of all functions and structures involved in the Internal Control System, including the auditing firm in charge of the Bank's legal audit, the correct discharge of their duties and, if applicable, suggesting the appropriate remedial measures.

Composition of the Board of Statutory Auditors

Name	date of birth	charge	date of appointment	term of office	N. other assignments
Simone Scettri	08/01/1960	Standing Auditor	18/04/2024	budget approval 31/12/2026	-
Simona Elena Pesce	24/05/1966	Standing Auditor	18/04/2024	budget approval 31/12/2026	-
Vittorio Dell’Atti	03/07/1966	Standing Auditor	18/04/2024	budget approval 31/12/2026	-

Auditing Firm

The Shareholders' Meeting of BFF of April 2, 2020 appointed the auditing firm KPMG S.p.A. to audit the accounts for the financial years 2021 to 2029, in accordance with the provisions of art. 2409-bis of the Italian Civil Code and Legislative Decree no. 39/2010.

The reports of the Independent Auditors will be available together with the annual and half-yearly reports.

Supervisory Body

According to Art. 6, paragraph 1, letter b) of Legislative Decree No. 231 of 8 June 2001, at its meeting on 4th November 2015, the Bank's Board of Directors appointed the Supervisory Board (SB), which has independent initiative and control powers, to supervise the functioning and the monitoring the Organisational and Control model of the Bank, to prevent the offences in Legislative Decree. No. 231/2001.

As part of the tasks it must perform pursuant to Legislative Decree. No. 231/2001, the Supervisory Board:

contributes, in advance, to the definition of the Organisational and Control model adopted by the Bank, constantly monitoring compliance with the procedure referred to therein and, if a crime is committed, analysing the causes to identify the most appropriate corrective measures;
according to Article 52 of Legislative Decree. 231/2007, oversees compliance with the rules contained in the decree, and performs the prescribed reports, within its functions and responsibilities. To conduct these activities, it receives the information flows by the Organizational Units of the Bank and can access all relevant information, without limitation, for the fulfilment of its duties;
relies on the Internal Audit and all internal Business Functions of the Bank for the acquisition of pertinent information under Legislative Decree. No. 231/2001.

Supervisory Body

Name	Position	Role
Marina Corsi	External Professional	President
Silvio Necchi	External Professional	Member
Gianluca Poletti	Head of Internal Audit	Member

Remuneration Committee

The Committee holds functions to advise and make recommendations to the Board of Directors in the matter of remuneration and incentives.

In particular, the Committee has the authority to advise and recommend in the matter of remuneration of personnel whose remuneration and incentive systems are determined by the Board of Directors, determining the criteria for the remuneration of all "key personnel" as identified in the Policy of Remuneration and Incentive in favor of members of the Strategic Supervision, Management and Control Bodies, and BFF Banking Group staff.

The Committee comprises 3 (three) non-executive members of the Board of Directors, at least 2 (two) of whom are independent.

Composition of the Remuneration Committee

Name	Title	Office
Guido Cutillo	Independent member	Chairman of the Committee
Domenico Gammaldi	Indipendent member	Committee Member
Mimi Kung	Indipendent member	Committee Member

Related-Party Transactions Committee

The RPT Committee is assigned the functions set out in the BFF Banking Group's Regulation for the management of transactions of parties with a conflict of interest (the "RPT Regulation"), as provided for in compliance with the applicable regulatory provisions.

The RPT Committee represents a safeguard against the risk that any proximity of certain persons to the Bank's decision-making centres may compromise the objectivity and impartiality of decisions on transactions involving those persons, with possible distortions in the resource allocation process, the Bank's exposure to risks not inadequately measured or managed, and potential damage to shareholders and stakeholders. This is also for compliance with the prudential restrictions set out in Bank of Italy Circular No. 263.

The Committee comprises 3 (three) members of the Board of Directors, with the independence requirements specified in the Articles of Association and Board Regulations.

Composition of the RPT Committee

Name	Title	Office
Anna Kunkl	Independent member	Chairman of the Committee
Guido Cutillo	Independent member	Committee Member
Susana Mac Eachen	Independent member	Committee Member

Appointment Committee

The Appointment Committee is vested with proposal and advisory functions in support of the Board of Directors in the following processes:

appointment and co-optation of Board Members;
self-appraisal of the Board of Directors;
verification of the professionalism, integrity and independency requisites of the Board Members;

definition of succession plans, if any, in the leading positions of the executive. taking care to avoid situations in which the Board of Directors' decision-making processes is dominated by a sole person or group of persons, causing a possible prejudice to the Bank. The Committee is comprised of No. 3 (three) non-executive members of the Board of Directors, appointed by the same Board of Directors and the majority of which meets the independency requirements set out in the Articles of Association and the Board of Directors' Regulation.

Composition of the Appointment Committee

Name	Title	Office
Mimi Kung	Independent member	Chairman of the Committee
Alexia Ackermann	Independent member	Committee Member
Susana Mac Eachen	Non-executive member	Committee Member

Risk and Control Committee

The Risk and Control Committee has a supporting role towards the Board of Directors in the matter of risks and Internal Control System, being entitled to resort to external experts where deemed necessary.

The Risk and Control Committee is comprised of No. 3 (three) non-executive members of the Board of Directors, appointed by the same Board of Directors and the majority of which meets the independency requirements indicated in the Articles of Association and Regulations of the Board of Directors.

Name	Title	Office
Domenico Gammaldi	Independent member	Chairman of the Committee
Alexia Ackermann	Independent member	Committee Member
Piotr Henryk Stepniak	Non-executive member	Committee Member