The corporate governance system adopted by the Company complies with the regulations and applicable Italian and Luxembourg law, the articles of association and the corporate governance code promoted by Borsa Italiana S.p.A..
Generally, the corporate governance system of the Company is based on the fundamental role of the board of directors, the transparency of company decision-making processes, an efficient system of internal control, and the codes, principles, rules and procedures that govern and regulate the activities of all the organisational and operating facilities of the Company.
The Company’s reports on the corporate governance system published every year gives a detailed description of: the governance structures, company organisation, information on the ownership structures, rules, obligations, standards of business conduct, control systems, processing company information and shareholder relations.
Both the last corporate governance report and the archive of the annual reports on the corporate governance system and the ownership structures are available in this section.
The board of directors of the Company examines and approves the corporate governance system of the Company and the group structure. It also assesses the general performance, approves the extraordinary transactions, the quarterly, half-yearly and yearly financial statements, and in general, carries out all its duties pursuant to applicable law and/or the Articles of Association and in compliance with the provisions of the corporate governance code of Italian listed companies promoted by Borsa Italiana S.p.A.. The board of directors currently in office was elected again for a further three years term of office at the shareholders’ meeting held on 2 April 2014.
The control and risk committee of the Company comprises five non-executive directors, four of whom are also independent directors. In accordance with the provisions of the corporate governance code of Italian listed companies promoted by Borsa Italiana S.p.A., at least one member of the control and risk committee have adequate experience in accounting and finance matters.
On 7 May 2014, the board of directors confirmed the members of the control and risk committee and also decided to confirm that the committee would be assigned the duties as suggested by the mentioned corporate governance code.
According to Luxembourg law, on 9 November 2016, the board of directors has charged the control and risk committee with a new assignment.
The control and risk committee of the Company therefore provide assistance, opinions and submit proposals to the board of directors on the following:
The control and risk committee also report to the board of directors on the activities carried out and the adequacy of the internal control and risk management system twice a year during approval of the yearly and half-yearly financial statements.
The control and risk committee adopted its own rules in order to govern its role, function, duties and rights. These rules are periodically reviewed and updated.
In this section are available both the most recent version of the control and risk committee regulation and the rules of procedure relating to the significant operations in place with related parties containing all the internal rules aimed at ensuring the transparency and substantive and procedural good faith of the operations put in place by the Company directly, or through its subsidiaries, that have a significant effect on the Company’s business, its financial statements, the economic and financial data, taking account of their nature, strategic importance or size.
The nomination and remuneration committee of the Company comprises five non-executive directors, four of whom are also independent directors.
In accordance with the provisions of the corporate governance code of Italian listed companies promoted by Borsa Italiana S.p.A., at least one member of the nomination and remuneration committee have adequate awareness and experience in finance matters.
On 7 May 2014, the board of directors of the Company confirmed the members of the nomination and remuneration committee and also decided to confirm that the nomination and remuneration committee would be assigned the duties as suggested by the mentioned corporate governance code.
The nomination and remuneration committee of the Company therefore provide assistance, opinions and submit proposals to the board of directors on the following:
The nomination and remuneration committee also report to the board of directors once a year upon approval of the annual financial statements about the activities carried out.
The nomination and remuneration committee adopted its own rules in order to govern its role, function, duties and rights. These rules are periodically reviewed and updated.
In this section is available the last nomination and remuneration committee regulation.
Internal auditing is an independent and objective assurance and consultation activity that aims to improve the efficiency and effectiveness of the organisation.
The head of the internal audit department of the Company is not a Company employee and he meets the necessary professional requirements. He is not responsible for any operating areas, and only has to answer to the board of directors, subject to consultation with the chief risk officer and the control and risk committee.
The internal auditor helps the organisation to achieve its objectives taking a systematic professional approach, which generates added value since it is aimed at assessing and improving the risk, control and governance management processes.
The head of the internal audit department has the power to control all internal procedures, and also has direct access to all the information needed to perform the following duties on a regular basis:
The most recent versions of the "internal audit mandate" and the "guidelines for internal control and risk management system", can be consulted in this section.
Reporting of risks even if only potential
Risks reporting for companies’ activities, even only potential, shall be submitted in writing and forwarded to the head of internal audit via e-mail to: email@example.com.
There will be examined also anonymous notifications and there will be ensured the privacy of the mailer in case of non-anonymous notifications.
Head of Internal Audit: Loredana Saccomanno
In accordance with article 17 of the articles of association, the operating activities of the Company and the financial situation, including, in particular, the accounting ledgers and financial statements, are examined by an external independent auditor. The independent auditor is appointed by the general ordinary shareholders meeting of the Company and remains in office until the election of the following auditor. The auditors can be re-elected and can be removed at any time, with or without justified cause, by decision of the general ordinary shareholders’ meeting.
The annual general ordinary shareholders’ meeting of the Company held on 2 April 2014 appointed PricewaterhouseCoopers - a société coopérative with registered office in Luxembourg (registered with the Luxembourg Business Registry, under number B0065477) - as independent, external auditor (“réviseur d’entreprises agréé”) of the separate and consolidated annual financial statements, which was given a term of office of three years to expire at the annual general ordinary shareholders’ meeting called to approve the financial statements of the Company for the year 2016.
The auditing was carried out by Moore Stephens S.à.r.l. between 2007 and 2013 (Luxembourg).
The articles of association identify the essential characteristics of the internal organisation of the Company and the operating rules and can be amended by decision of the extraordinary shareholders’ meeting.
Unless otherwise provided for under the articles of association, applicable law applies (Luxembourg law on commercial companies of 10 August 1915 as amended).
The most recent changes to the articles of association were made by the extraordinary shareholders’ meeting of the Company of 20 April 2016.
Both the most recent version of the articles of association in effect and the archive of articles of association from the past five years are avaliable in this section.
Since the shares of the Company are listed on the STAR segment of the Italian Stock Exchange organised and managed by Borsa Italiana S.p.A., the Company, in accordance with article 2.2.3, paragraph 3, letter k) of the rules on markets organised and managed by Borsa Italiana, adopted and implemented the organisation, management and control model provided under article 6 of legislative decree 231/2001 (Model 231).
Legislative decree no. 231 of 8 June 2001 introduced the administrative liability of legal persons and their bodies for specific types of criminal offences provided under the criminal code (including offences against the public administration, corporate offences, market abuse, etc.) committed and pursued in Italy by parties who act in representative, administrative or management capacities of the company or one of its administrative areas with financial and functional autonomy or by members of their staff in the interest of and/or to the benefit of the company.
However, when it introduced this administrative liability regime, the decree provided for a specific type of release from responsibility if the company can show that it adopted and efficiently implemented an organisation, management and control model that could prevent said offences, and that the a specific body in the company was responsible for supervising the function and compliance of the model and its updating (the supervisory committee), and given independent powers of initiative and control.
Notifications of breach of the organisation, management and control model pursuant to Legislative Decree 231/2001
Notifications of proved or alleged breach of Model 231 must be forwarded via e-mail to: firstname.lastname@example.org, which is accessible only to the members and the secretary of the supervisory committee
The supervisory committee will examine also anonymous notifications, but only if they are supported by serious, specific and congruous elements. It ensures the privacy of the mailer in case of non-anonymous notifications.
The supervisory committee of the Company was established for the first time by the board of directors on 12 March 2008 and confirmed by decision dated 7 May 2014, assigning it the following duties:
The Company supervisory committee currently comprises three members appointed following the careful assessment of the existence of the following requirements required under legislative decree 231/2001:
In this section is available the last supervisory committee regulation.
On 12 March 2008, the Company approved and adopted the code of ethics that contains the basic corporate ethical principles followed by the Company and which have to be complied with by its directors, employees, consultants and partners, and in general, anyone who acts in the name of or on behalf of the Company. The code of ethics was amended and updated and approved by decision of the board of directors on 7 May 2014. The Company also encouraged its subsidiaries to adopt a code of ethics that is substantively similar to the parent company’s one.
The Company’s code of ethics in force is available in this section.
On 3 March 2016, the board of directors of the Company approved the general 2016 remuneration policy on the basis of the proposal made by the nomination and remuneration committee.
This policy regards all forms of remuneration, including in particular the fixed remuneration and the remuneration tables related to performance targets. The proposals relating to the remuneration tables linked to performance targets are accompanied by recommendations on the relative targets and the assessment criteria in order to align executive remuneration with the long-term interests of the shareholders and the objectives established by the board of directors of the Company.
In accordance with the provisions of the general 2016 remuneration policy, on 20 April 2016, the Company adopted a long-term bonus plan on the basis of the board of directors’ proposal, the preliminary assessment carried out by the nomination and remuneration committee, and with the final approval of the general ordinary shareholders’ meeting.
Both the remuneration policy for the current year (where section I illustrates the general Company policy on prevailing remuneration) and the current long term bonus plan are avaliable in this section. In this section are also available the archives for the past 10 years.
In order to fully comply with prevailing, applicable Luxembourg and Italian laws, and the regulations and procedures that govern the trading of securities of listed companies, in the meeting held on 3 April 2007, the board of directors approved the Company internal dealing code, subsequently amended on 29 July 2008, containing the internal procedures to identify the “relevant persons” and for the management, processing and communication to the market of the information relating to its transactions on financial instruments. On 29 July 2008 the Company also approved the rules on internal management and distribution to the public of insider information, and keeping the register of persons who have access to it, containing the provisions relating to the management and processing of confidential information and the procedures to comply with when communicating documents and information regarding the Company and its subsidiaries to the outside, with special reference to insider information.
In this section are available both the last version of the insider dealing code and the rules for managing insider information. This section contains also the archive of the market communications made by the Company relating to the transactions subject to internal dealing rules made by the “relevant persons” of the Company and “persons closely connected to it” in the last 5 years.