Governance in brief

We have adopted the traditional administration and control model, which we believe is the most suitable for ensuring management efficiency and effectiveness of controls. This model has so far proven successful in terms of the creation of value for shareholders, the strengthening of capital and financial equilibrium.

Proper governance is the prerequisite for effective business management.

We adhere to the purposes and indications of the Corporate Governance Code for Companies Listed on the Italian Stock Exchange; our governance system is in line with the principles established by the Code, the recommendations formulated by Consob and best practices.

Our goal is to always ensure the fair division of responsibilities and powers, through a correct balance between management and control.

External Auditor

The Shareholders’ Meeting has named the company Ernst & Young S.p.A. as external auditor, up until approval of the financial statements as at 31 December 2022.

External Auditor

Supervisory Body

This Body is called on to perform the functions of an internal body attributed autonomous powers of initiative and control as set out by Italian Legislative Decree 231/2001.

Supervisory Body

Appointments Committee

A Board committee with investigation functions of a propositional and consultative nature; especially in processes to appoint or co-opt directors, when assessing the best qualitative-quantitative composition of the Board and in the Board’s self-assessment.

Appointments Committee

Remuneration Committee

A Board committee with investigation functions of a propositional and consultative nature; especially when defining group remuneration and incentive policies.

Remuneration Committee

Risk Management and Internal Control Committee

A Board committee with investigation functions of a propositional and consultative nature; especially in processes related to the internal control and risk management system and concerning periodical financial reporting.

Risk Management and Internal Control Committee

Shareholders’ Meeting

The main tasks of the Shareholders’ Meeting are: approve the financial statements, appoint and revoke members of the Board of Directors establishing fees; appoint Statutory Auditors and the President of the Board of Statutory Auditors establishing their fees; resolve on remuneration policies and on transactions that involve amending the Articles of Association.

Shareholders’ Meeting

Chairman

The Chairman chairs and guides the works of the Shareholders’ and Board of Directors’ Meetings; for the latter he makes sure that all Directors are provided with suitable information for items on the agenda.

Board of Directors

The Board is vested with all the powers of ordinary and extraordinary administration, only excluding what the law strictly reserves for the Shareholders’ Meeting.

Board of Directors

Chief Executive Officer

The CEO is responsible for the company’s operations. The General Manager participates in management.

Chief Executive Officer

General Manager

The General Manager exercises his functions within the powers assigned by the Board of Directors.

General Manager

Board of Statutory Auditors

Internal Audit Department

The tasks of Internal Audit include controlling that the internal control system and risk management are complete, suitable, functional and reliable.

Internal Audit Department

Manager charged with Preparing the Company’s Financial Reports

He/she establishes suitable administrative and accounting procedures for drafting the financial statements for the fiscal year, the consolidated financial statements and any other financial communications.

Manager charged with Preparing the Company’s Financial Reports

Articles of Association

Read the Articles of Association.

Report on Corporate Governance

Read the Report on Corporate Governance and Shareholding Structure 2020.