Societ

1
Società Interbancaria per lAutomazione

• Governance of a Service Provider
• Renzo Vanetti, CEO SIA
• Washington D.C., November 5th, 2003

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Institutional Companies

• Speaking of service providers, such as SIA, leads
  one to speak about
• the characteristics of an institutional company
• Two different governance models
• A cooperative model where shareholders
  customers
• A non cooperative model where shareholders ?
  customers

3
25 years of experience
1977-1984 Early years
1984-1992 Infrastructure payment systems
1992-1999 Public Utility
1999-2001 Payment systems capital markets
since 2002 A new company era global
international
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• DIFFERENT PHASES
• DIFFERENT GOVERNANCE
• DIFFERENT MISSIONS

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An Institutional way

• Shareholders wanted SIA to provide technical
  infrastructures in order to
• minimise internal costs for accessing the system
• obtain standard services at increasingly lower
  costs

common infrastructure and know-how generate
standards and economies of scale
Non profit policy
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An Institutional way

• control directly the development of new
  technologies
• self-finance system

shareholders lead innovation
net profits re-invested in innovation and
infrastructure
SIA as the Public Utility for the banking system
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The Constraints

• A self-perpetrating system
• Captive market
• low capability to project and develop new
  technologies
• a standardised environment that maintains common
  needs
• Not open to external influences
• reactive approach to customers
• Company strategy determined by a unique
  shareholders vision

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The new millennium shareholders approach

• Starting from 2000, SIA has progressively adopted
  a different governance
• shareholders wanted SIA to provide technological
  services also in order to
• gain on share capital/return on investments
• but they also want to
• maintain institutional services and high service
  level agreement
• have a privileged client status
• best contract conditions
• obtain best and cutting edge technologies, as
  they would from the market
• innovate and implement highly qualified solutions
  and services

SIA more as a market oriented company
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The new millennium shareholders approach

• The Company is in an open system
• growth index must be positive
• explore and study new markets, new technologies
• lead competitive analysis and strategies
• high management flexibility
• in order to coordinate and satisfy both market
  and shareholders needs
• manage different relationship between
  shareholders-clients and other clients and
  prospects
• The new company vision internationalisation and
  specialization

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Different services living together
1984-1992 Infrastructure payment systems
1999-2001 Payment systems capital markets
since 2002 A new company era global
international

• How can these two missions survive together
  without impacting on governance?
• Different organisation Models

Institutional Competitive services
Cooperative company
Public Limited company
Non profit strategy
Profit strategy
Public Utility
Market oriented company
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Different organisation models

• Divisional model
• A holding with Satellite Companies
• with common technology
• A holding with Independent controlled companies
• IAS International Accounting Standard
• Vertical organisation independent divisions with
  a self-governed budget

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• And what about Antitrust?

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Conclusions

• One solution doesnt fit all needs
• Flexibility (for Governance and for
  Organisation)
• Internal flexibility (for People)
• Management care to change and evolution