The Board of Statutory Auditors oversees compliance with laws, regulations and by-laws, with principles of good management and, especially, the adequacy of the administrative, organizational and accounting structure adopted by the Company as well as its actual operations and the adequacy and efficiency of the risk management and control system.
The Board of Statutory Auditors is an integral part of the overall internal control system and it performs the duties for which it is responsible under the supervisory regulations of Banca d’Italia which apply to Poste Italiane for BancoPosta's business.
Moreover, pursuant to Legislative Decree No. 39/2010, the Board of Statutory Auditors, as the responsible committee for the internal control and audit of accounts, monitors: (i) the process for financial disclosure; (ii) the effectiveness of the internal control system, the internal accounting audit system, if applicable, and the risk management system; (iii) the auditing of the annual and consolidated financial statements; and (iv) the independence of the external auditing firm, especially in relation to the provision, by the auditing firm, of non-accounting services.
The Board of Statutory Auditors currently in office was appointed by the ordinary Shareholders' Meeting held on May 30, 2025 for a term of three financial years. The Board's mandate will therefore expire at the Shareholders' Meeting to be convened for the approval of the financial statements for the year ending December 31, 2027.
The Board of Statutory Auditors is an integral part of the overall internal control system and it performs the duties for which it is responsible under the supervisory regulations of Banca d’Italia which apply to Poste Italiane for BancoPosta's business.
Moreover, pursuant to Legislative Decree No. 39/2010, the Board of Statutory Auditors, as the responsible committee for the internal control and audit of accounts, monitors: (i) the process for financial disclosure; (ii) the effectiveness of the internal control system, the internal accounting audit system, if applicable, and the risk management system; (iii) the auditing of the annual and consolidated financial statements; and (iv) the independence of the external auditing firm, especially in relation to the provision, by the auditing firm, of non-accounting services.
The Board of Statutory Auditors currently in office was appointed by the ordinary Shareholders' Meeting held on May 30, 2025 for a term of three financial years. The Board's mandate will therefore expire at the Shareholders' Meeting to be convened for the approval of the financial statements for the year ending December 31, 2027.
The Board is composed of three acting Statutory Auditors and three alternate Statutory Auditors who are appointed by the Shareholders' Meeting for three years and who may be re-elected at the end of their term.
The Chairman of the Board of Statutory Auditors is chosen by the Shareholders' Meeting from among the acting Statutory Auditors elected by the non-controlling shareholders. The Statutory Auditors are appointed on the basis of slates presented by the shareholders. One acting Statutory Auditor and one alternate are selected from among the candidates appointed by the non-controlling shareholders.
Slates are divided into two sections: the first containing candidates for appointment as acting Statutory Auditors and the second containing candidates for appointment as alternate Statutory Auditors.
Together with the filing of each slate, information on the shareholder(s) who presented the slate, statements of each candidate affirming that he satisfies the necessary legal requirements, and each candidate’s curriculum vitae, must be provided.
In order to comply with the applicable gender-balance legislation, the slates shall include, at the first two places for both the section for acting Statutory Auditors and the section for alternate Statutory Auditors, candidates of both genders. The By-laws provide for a supplementary procedure which ensures, in any case, compliance with the gender-balance rules.
The slates shall be filed at the Company's registered office, including remotely in the manner indicated in the notice calling the meeting, by the twenty-fifth day before the date of the Shareholders' Meeting.
The provisions of the By-laws which ensure compliance with applicable gender-balance legislation shall apply to the first three elections of the Board of Directors and Board of Statutory Auditors after 12 August 2012.
Legal requirements
The Statutory Auditors must satisfy the independence, professional qualification and integrity requirements established by the regulation issued by the Minister of Justice, as well as the further requirements established by the supervisory regulations of Banca d’Italia applicable to the Company with regard to BancoPosta activities.
As to the professional qualification requirements, the By-laws specify that the following subject matters are deemed to be strictly related to the Company's activities: commercial law, fiscal law, business management and business finance, as well as all subjects and industry sectors relating to communications, telecommunications and information technology, banking, finance and insurance activities.
All the Statutory Auditors in office are registered as authorised statutory auditors.
Through a self-evaluation process as described in its internal regulations, the Board of Statutory Auditors annually verifies the adequacy and efficiency of its composition and performance.
The Chairman of the Board of Statutory Auditors is chosen by the Shareholders' Meeting from among the acting Statutory Auditors elected by the non-controlling shareholders. The Statutory Auditors are appointed on the basis of slates presented by the shareholders. One acting Statutory Auditor and one alternate are selected from among the candidates appointed by the non-controlling shareholders.
Slates are divided into two sections: the first containing candidates for appointment as acting Statutory Auditors and the second containing candidates for appointment as alternate Statutory Auditors.
Together with the filing of each slate, information on the shareholder(s) who presented the slate, statements of each candidate affirming that he satisfies the necessary legal requirements, and each candidate’s curriculum vitae, must be provided.
In order to comply with the applicable gender-balance legislation, the slates shall include, at the first two places for both the section for acting Statutory Auditors and the section for alternate Statutory Auditors, candidates of both genders. The By-laws provide for a supplementary procedure which ensures, in any case, compliance with the gender-balance rules.
The slates shall be filed at the Company's registered office, including remotely in the manner indicated in the notice calling the meeting, by the twenty-fifth day before the date of the Shareholders' Meeting.
The provisions of the By-laws which ensure compliance with applicable gender-balance legislation shall apply to the first three elections of the Board of Directors and Board of Statutory Auditors after 12 August 2012.
Legal requirements
The Statutory Auditors must satisfy the independence, professional qualification and integrity requirements established by the regulation issued by the Minister of Justice, as well as the further requirements established by the supervisory regulations of Banca d’Italia applicable to the Company with regard to BancoPosta activities.
As to the professional qualification requirements, the By-laws specify that the following subject matters are deemed to be strictly related to the Company's activities: commercial law, fiscal law, business management and business finance, as well as all subjects and industry sectors relating to communications, telecommunications and information technology, banking, finance and insurance activities.
All the Statutory Auditors in office are registered as authorised statutory auditors.
Through a self-evaluation process as described in its internal regulations, the Board of Statutory Auditors annually verifies the adequacy and efficiency of its composition and performance.
Antonio MansiBorn in Lecce in 1965, he graduated with honors in Economics and Business from the University of Rome "La Sapienza", where he attended a postgraduate course in banking. He has been registered with the Register of Chartered Accountants and Accounting Experts of Rome since 1991 and with the Register of Auditors since 1995.
From 2008 to 2024, he established and developed the KPMG Italia practice dedicated to professional services in the areas of Governance, Risk Management, and Compliance. From 2011 to 2019, he served as Managing Director of KPMG Advisory S.p.A., where he worked since 1997 and where he became a Partner in 2000. He began his professional career at KPMG S.p.A. in 1990 as an auditor in the banking and finance sector.
Since 2020, he has been Chairman of the Corporate Committee – Risk Management & Compliance of the Order of Chartered Accountants and Accounting Experts of Rome.
He is an active member of the ANDAF (National Association of Administrative and Financial Directors) Committee for Corporate Governance and, since 2020, has been a member of Nedcommunity, the first Italian association of non-executive and independent directors for good corporate governance.
He is Chairman of the Board of Statutory Auditors of Poste Italiane S.p.A. since May 2025.
Laura GualtieriBorn in Reggio Emilia in 1968, she graduated with honors in Business Economics from “Luigi Bocconi” University in Milan and in Law from the State University of Milan. She is registered with the Milan Bar Association, the Milan Association of Chartered Accountants and the Register of Auditors.
For thirty years, she has provided tax consultancy and assistance to leading industrial, commercial, and financial groups, focusing primarily on M&A, corporate restructuring, and international taxation.
Since 2004, she has been a Partner at the tax and fiscal consulting firm Tremonti Partners, where she began working in 1998, after five years of experience at another leading tax firm.
She was a "teaching fellow" at the Department of Commercial Law at the University of Insubria (Varese) until 2024.
She has served as a member and independent director of listed and private companies, including: Parmalat S.p.A., Cellularline S.p.A., Villata Partecipazioni S.p.A. (Esselunga Group), and La Villata S.p.A. Immobiliare di Investimento e Sviluppo S.p.A. (Esselunga Group).
She has served as a Statutory Auditor of listed and private companies, including: Mediobanca S.p.A., Prysmian S.p.A., Fastweb S.p.A., and Saipem Offshore Construction S.p.A. (Saipem Group). She is currently an Independent Director of RCS Mediagroup S.p.A. and a Statutory Auditor of Vodafone Gestioni S.p.A. and VND S.p.A.
She is a Statutory Auditor of Poste Italiane S.p.A. since May 2025.
Giovanni CaravettaBorn in Rome in 1964, he graduated in Economics and Business from La Sapienza University of Rome. He is registered in the National Register of Chartered Accountants and Accounting Experts, in the Register of Statutory Auditors, and in the Register of Business Crisis Managers.
His professional activity has focused primarily on tax, financial statement, and corporate consulting for businesses, including tax law consultancy and assistance before the Revenue Agency and Tax Commissions.
He has provided consultancy on extraordinary corporate transactions (contributions, mergers, demergers, etc.), statutory auditing assignments in the sports and commercial sectors, and in civil and criminal jurisdiction before the Court of Rome.
He serves and has served as Chairman and member of the Board of Statutory Auditors and member of the Supervisory Board of various companies, including publicly held companies, public interest entities, and listed companies (including EUR Spa, R.A.I. Spa, MPS Fiduciaria Spa, Raiway Spa). He is a CO.VI.SO.C. inspector for the Italian Football Federation and an inspector for the Italian Basketball Federation. He has been a member of the Working Groups on Real Estate Foreclosures of the National Council of Chartered Accountants and the Bankruptcy Commission of the Order of Chartered Accountants of Rome. He is currently a member of the Real Estate Foreclosures Commission of the Order of Chartered Accountants of Rome.
He is a Statutory Auditor of Poste Italiane S.p.A. since May 2025.
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