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Mercury Payment Services S.p.A.
May 2020
Governance & Company information
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Some information about Mercury Payment Services S.p.A.
Established in: 1988Activity started on: 31.08.1988 – End date: 31.12.2050Payment Institution Register (in accordance with article 114 septies TUB): identification code 19312.8
Headquarter: corso Sempione no. 55, 20149, MilanLocal Units: via G.Livraghi no.16, 20126, Milan
viale G. Richard no.7, 20143, Milanvia Alberto Falk no. 15, 20099, Sesto San Giovanni (MI)via G. Ferraris no. 13, 20010,Marcallo con Casone (MI)Strada Langhirano no. 1/A Pal. C, 43125, Parma
VAT number (gruppo IVA Nexi) 10542790968Tax Code 08449660581Share Capital € 7.108.800,00 fully paid upSole Shareholder Nexi S.p.A. which exercise management and coordination activity
02.89137213
02.891371
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Payment Institution Authorization
On 2011.02.15, Bank of Italy authorized the Company to operate as Payment Institution in accordance with the Legislative Decree n. 11/2010, article 1, lett. b) nn. 3, 4, 5.
5) Issuing and/or acquiring of payment
instruments.
4) Execution of payment
transactions where the funds are
covered by a credit line for a payment
service user.
3) Execution of payment transactions, including transfers of funds on a payment account with
the user’s payment service provider or with
another payment service provider.
Legislative Decree n. 11/2010
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Organization chart
Risk Management
Alessia Carnevale*
Core Platform & Analytics
Giorgio Gazzola
Chief Operations Officer (I)
Alberto Tavani*
General Manager
Stefania Gentile
Procurement
Paolo Rosato*
Administration (I)
Roberto Candian
Chief Information Technology Officer
Marco Valioni*
Human Resources & Organization (I)
Stefano Rogai*
CorporateAffairs (I)
Luca Ciprandi
Authorization Systems
Valerio Giani
Chief Commercial Officer
Alberto Gechele G.
Compliance & AML
Daniela Bragante*
IT Security (I)
Massimo Iorio
Digital (I)
Valerio Giani a.i.
Acquiring Operations
Alberto Tavani a.i.*
Issuing Operations (I)
Andrea Rossi
Contact Unit
Matteo Bogni
Service Management
Cristina Marangon
Sales Support
Orio Tomagnini
CRM
Claudio Sisinni
Frauds, Disputes & Administrative Services
Paolo Loprete
Products & Services
Guido Pavese
Board of Directors
Planning & Control (I)
Luigi Manara
IT Governance (I)
Marco Valioni a.i.*
IT Infrastructure (I)
Daniele La Vigna
Internal Auditing (II)
(Nexi Payments)
Emanuele D. BoatiTO BE Effective fron May 12, 2020
(II) Funzione in outsourcing da Nexi Payments
* Risorse in distacco da Nexi Payments
(I) Riporto funzionale del Responsabile dellaStruttura e/o Funzione sottostante al Responsabiledi una Struttura in Nexi Payments
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Corporate Governance
• Board of Directors• Expiration: approval of the financial statements 2020
• Board of Statutory Auditors
Expiration: approval of the financial statements 2021
• Supervisory Body (Legislative Decree n. 231/01)
Expiration: approval of the financial statements 2021
• General Manager
• President: Bernardo Mingrone• Vice President: Saverio Tridico• Director: Giuseppe Dallona
• President: Piero Alonzo• Statutory Auditors: Mariella Tagliabue and Marco Giuseppe Zanobio• Alternate Statutory Auditors: Tommaso Ghelfi and Andrea Carlo Zonca
• The Board of Statutory Auditors fills the role of Supervisory Body on the basis of article 6 of D. lgs. 8th June 2001 n. 231.
• Stefania Gentile
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Corporate Governance
Board of Directors: The Board of Directors perform strategic supervision and management functions regarding matters within the remit of non-delegated powers. The Board shall carry out the actions necessary to achieve the corporate purpose.
Matters reserved solely to the Board of Directors:
‐ Definition of strategic guidelines and financial and business plans;‐ General Manager and Vice-General Manager nomination/revocation and powers assignment;‐ Managers appointments;‐ Acquisition and sale of shareholdings;‐ Purchase and selling of real estate;‐ Approval and modification of Internal Regulation;‐ Merger and demerger operations (articles 2505, 2505 bis, 2506 ter civil code);‐ Foundation, transfer and closure of: secondary offices, branches, representation offices and operating units;‐ Choosing Directors with legal representation;‐ Share capital reduction after partner withdrawal;‐ Statutory change as a result of regulatory requirements.
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Corporate Governance
Board of Statutory Auditors: appointed by the Shareholders’ Meeting and composed of 3 Statutory Auditors and 2 alternate StatutoryAuditors. The Board of Statutory Auditors ensure compliance with the law and the Company by-laws and the application of correctmanagement principles in the conduct of business, checking the financial information process and the adequacy of the Company'sorganizational structure and the effective ways to implement the corporate governance rules. It supervises the procedures forimplementing the corporate governance rules.
The board of Statutory Auditors carries out the functions of the Supervisory Body in compliance with Legislative Decree n. 231/2001.
The Shareholders’ Meeting: has the task to adopt the most relevant decision concerning the existence of the Company. TheShareholders’ Meeting, in addition to other matters, shall approve the financial statements and the net income allocation; it appoints thegoverning organs, it confers and revoke the mandate for the audit of the accounts.
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Established on 26th March 2019 from the merger between Risk and Control Committee and the IT Security Committee.It supports the General Manager in:the management of risks and IT security as well as in the risk monitoring and security tools;the definition of the proposals concerning the measures to be adopted in the matter of business continuity.
The Committee is composed of: General Manager, Risk Manager, also as head of Compliance & AML; Chief Information Technology Officer; Chief Operations Officer; Chief Commercial Officer; head of Administration, Planning & Control; head of Human Resources & Organization; head of Procurement; Chief Information Security Officer.
Always invited: head of Corporate Affairs; Business Continuity Manager, in case of topics about business continuity; DPO, in case of topics about privacy; Chief Audit Executive.
Managers belonging to other structures may be called if their presence is relevant in relation to the topics dealt with.
The Committee meets at least quarterly or whenever it is necessary.
Risk and security committee
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The By - Laws
The Extraordinary Shareholders’ Meeting deliberated the actual By-Laws on 15th December 2016 (it was enrolled on the Business Register on 19th December 2016).
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The Art. 4 of the By – Laws: company purpose (1/2)
The Company has as corporate purpose solely the provision of those payment services set out hereunder as defined in points 3), 4) and 5) of article 1, letter b) of Legislative Decree no. 11 of 27 January 2010 (Implementation of Directive 2007/64/CE of 13 November 2007 on payment services in the internal market):
- carrying out payment orders, including therein the transfer of funds to the user’s payment services provider payment accounts or those of another payment service provider:
• debiting direct charges, including therein direct lump-sum charges;
• carrying out payment transactions with payment cards or similar device;
• carrying out bank transfers, including therein permanent orders;
- carrying out payment transactions when funds fall within credit lines for a payment service user;
• debiting direct charges, including therein direct lump-sum charges;
• carrying out payment transactions with payment cards or similar device;
• carrying out bank transfers, including therein permanent orders;
- issuing and/or acquiring payment instruments.
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The Art. 4 of the By – Laws: company purpose (2/2)
Moreover, the Company, following implementation of Directive (UE) 2015/2366 of the European Parliament and European Council of 25 November 2015 relating to the payment services within the internal market, amending Directives 2002/65/CE, 2009/110/CE and 2013/36/UE and Regulation (UE) no. 1093/2010, repealing Directive 2007/64/CE, and supplementing the payment services listed hereinabove, it also has as sole corporate purpose the provision of the following payment services:
- payment order services;
- account information services;
as respectively defined in article 4, subsection 1, numbers 15), and 16) of said Directive (UE) 2015/2366.
Moreover, the Company may carry out all related activities to those payment services listed hereinabove, including granting credit, providing operational or strictly related services and payment system management.
The Company may also take on shareholdings and interests in companies and bodies necessary or useful to achieve the corporatepurpose.
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Offices and Powers
The Board of Directors’ President (art. 11 of the Statute) is vested by the by-laws with the powers to represent the Company and to sign on its behalf. He presides over Shareholders' Meetings, convenes Board of Directors meetings, establishes their agenda and endeavors to ensure that the documentation related to the items on the agenda is circulated to the Directors and Statutory Auditors in due advance prior to the date of each meeting, and ascertains that the Board resolutions are carried out.
The Vice President of the Board of Directors (artt. 9, 11, 13, 16 of the Statute) has the powers of legal representation and signature. He can exert all Chairman powers in case of his absence or impediment.
Within their powers the President and the Vice-President (eventually also the CEO if appointed), can release proxies to company’s Staff or third parties to fulfill standard and extraordinary issues.
The General Manager, Mrs. Stefania Gentile, has been assigned, according to a Board resolution adopted on June 30 2015, all managing powers regarding the Company, with the exception of those otherwise attributed by-laws and regulations, by-laws or reserved to the Board of Directors. On December 15, 2016, the Board confirmed the appointment of the General Manager by granting her new powers.
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The Auditing Firm
The in charge Auditing Company is PricewaterhouseCoopers S.p.A. (PwC) from 2019 to 2027.
PwC was appointed on 11th March 2019 by the Shareholders’ Meeting, after the proposal of the Board of Statutory Auditors.
Partner and manager: Lia Lucilla Turri
