Intesa Sanpaolo adopts the dual corporate governance system, in which control and strategic management functions, exercised by the Supervisory Board, are separated from the management of the company's business, which is exercised by the Management Board in accordance with article 2409-octies and subsequent of the Italian Civil Code and with art. 147-ter and subsequent of the Consolidated Law on Finance.

The choice of the dual model - widely used, albeit with specific characteristics which distinguish it in the various systems, in other countries of the European Union in the larger companies and with a widespread shareholder base - was based on a number of reasons.
First of all, such model provides for a better separation between ownership and management, since the Supervisory Board is the filter between shareholders and the management body - the Management Board - and therefore seems to be more capable than the traditional model of effectively meeting the need for greater transparency and reducing potential conflicts of interest.
Furthermore, the role attributed by law to the Supervisory Board emphasises the separation between
control and strategic guidelines, on the one hand, and the management function on the other, permitting a better definition of the roles and responsibilities of the corporate bodies and ensuring the sound and prudent management of the Bank. More specifically, the Supervisory Board which combines certain powers typical of the shareholders' meeting, functions of the board of statutory auditors and certain powers of "top management", performs direction and control functions, which also relate to the basis of decisions, with respect to the management of the company, functions which are more extensive than those typically performed by the board of statutory auditors