DIS Corporate Governance

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.

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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.

Last Corporate Governance Report

Board of Directors

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 the 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 appointed for a three-years term of office at the Shareholders’ meeting held on 20 April 2021.  

Executive Directors

Non executive and independent directors

Control and Risk Committee

On 6 May 2021, the Board of Directors confirmed the setting up of a Control and Risk Committee composed of the three (3) Board of Directors non-executive and independent members, having as a whole an adequate experience in accounting and finance.

The Control and Risk Committee of the Company provides support, assistance, opinions and submits proposals to the Board of Directors on the following, inter alia:

  • definition of the guidelines for the internal control and risk management system;
  • specific aspects relating to identification and management of the main corporate risks;
  • assessment of the adequacy of the internal control and risk management system;
  • approval of the audit plan issued by the internal audit department;
  • periodic reports by the internal audit department relating to the assessment of the internal control and risk management system and risks of special relevance;
  • audits on the specific operating areas to be suggested to the internal audit department;
  • the autonomy,  independence, adequacy, efficiency and effectiveness of the head of the internal audit department;
  • appointment and revocation of responsibilities from the head of the internal audit department and definition of its budget and remuneration in accordance with Company policies; 

  • selection process of the independent auditor and the monitoring of the existence and permanence of the independence requirements, provided by the applicable law;
  • correct use of the accounting principles and their standardization in order to draw up the consolidated financial statements;
  • results posted in the external auditor’s report on the basic issues that emerged during statutory audits and any suggestion letters;
  • all those relevant operations and significant operations with related parties that the Company, or its subsidiaries, are involved in and the relative rules aimed at ensuring transparency and substantive and procedural good faith of the approval process.

The Control and Risk Committee also reports to the Board of Directors on the activities carried out and the adequacy of the internal control and risk management system twice a year on the occasion of the approval of the yearly and half-yearly financial statements.


The Control and Risk Committee adopted its own rules in order to govern its role, functioning, duties and rights. These rules are periodically reviewed and updated and finally approved by the Board of Directors.

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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.

 

Monique I.A. Maller
(Chairman)

Tom Loesch

Marcel C. Saucy

Nomination and Remuneration Committee

On 6 May 2021, the Board of Directors of the Company confirmed the setting up of a Nomination and Remuneration Committee composed of the three (3) Board of Directors non-executive and independent members, having as a whole an adequate experience in accounting and finance as well as in remuneration policies.

The Nomination and Remuneration Committee has the duties to provide support, assistance, opinions and submits proposals to the Board of Directors on the following, inter alia:

NOMINATION DUTIES

  • candidates for the position of independent director in co-option cases as provided under article 9 of the Articles of Association;
  • the optimal size and composition of the Board of Directors;
  • the appropriate professionalism to be included in the shortlist of members of the Board of Directors;
  • the coordination of the process of self-evaluation of the Board of Directors and its internal Committees;
  • the submission of a list of candidates to the role of directors by the outgoing board, ensuring the transparency of the process that led to its structure and proposition.

REMUNERATION DUTIES

  • the development of the Company general remuneration policy for directors and managers with key responsibilities and its adequacy and overall consistency’s periodical assessment;
  • the concrete application/implementation of the Company’s general remuneration policy for directors and in particular:
  1. the remuneration of executive directors and directors assigned with specific duties, ensuring that it complies with the provisions of the general remuneration policy adopted by the Company
  2. the identification of the performance targets related to the variable component of the remuneration of the executive directors and directors assigned with specific duties;
  • the concrete application/implementation of the general remuneration policy for  the managers with key responsibilities, specifically checking the correct achievement of the performance targets related to the variable component of the remuneration of the key managers as identified by the Board of Directors;

The Nomination and Remuneration Committee also reports to the Board of Directors the activities carried out once a year on the occasion of the approval of the annual financial statements.

The Nomination and Remuneration Committee adopted its own rules in order to govern its role, functioning, duties and rights. These rules are periodically reviewed and updated and finally approved by the Board of Directors.

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In this section is available the last Nomination and Remuneration Committee regulation.

 

 

Tom Loesch
(Chairman)

Monique I.A. Maller

Marcel C. Saucy

Nomination and Remuneration Committee Regulation

Internal Auditing

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:

  • checking the operations and correct and efficient function of the internal control and risk management system, both on a regular basis and in relation to specific requirements, in accordance with international professional standards and an internal audit plan, based on a periodic risk analysis, approved by the board of directors;
  • drawing up periodic reports with information on the activities carried out, on the way risks are managed and compliance with the plans defined to reduce risk. The periodic reports contain an assessment of the adequacy of the internal control and risk management system;
  • drawing up timely reports on particularly significant events.

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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: internal.audit@damicoship.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

Independent Auditor

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 21 April 2020 appointed MOORE Audit S.A. with registered office in Luxembourg (registered with the Luxembourg Registry of Trade and Companies, under number B 165.462) 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 2022.

Articles of Association

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 on the 1st of July 2020.  

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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 available in this section.

Articles of Association Storage

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Shareholders Meetings

The general ordinary shareholders’ meeting of the Company appoints the board of directors, engages the auditing firm and carries out all other activities it is responsible for in accordance with applicable law and/or the articles of association.

As set out in the corporate governance code of Italian listed companies promoted by Borsa Italiana S.p.A., the Company has shareholders’ meetings rules that govern the order and running of the general meetings, and at the same time, the compliance with the basic right of each shareholder to request clarifications on the various items up for discussion, to express their opinions and make proposals.

Even though the shareholders’ meetings rules are not ordered by the articles of association, they are approved by the shareholders’ meeting in accordance with a specific duty of that body by the articles of association (article 27). The most recent amendments to the rules were made by the shareholders’ meeting on 4 April 2012.

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The general meeting rules in effect are available in this section, in addition to all the documentation relating to the shareholders’ meetings of the Company: the convening notices and the forms (proxies and ballot papers), the reports and documents showing the items on the agenda and the minutes with the results of the voting and the attached list of attendees. 

 

Shareholders Meetings Rules

Proxies and Ballot Papers forms storage

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Minutes storage

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Model 231

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 no. 231 of 8 June 2001 (the “Model 231”), a consistent system of procedures, rules and controls aimed at preventing and/or reducing the risk of commission of those criminal offences provided for by the Legislative Decree No. 231/2001.

The said Decree 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, while introducing this administrative liability regime, the Decree also provided for a specific type of release from responsibility in case the company can prove that it adopted and efficiently implemented an organisation, management and control model that could prevent said offences, and that a specific body within the entity was given responsibility for supervision of the functioning, adequacy and effectiveness of the said model  and its updating (the Supervisory Committee ), and was given independent powers of initiative and control. 

The Company initially adopted the Model 231 on 12 March 2008 in order to prevent the commission of offences established by Legislative Decree 231/2001. The most recent updates to the Model 231 were made by decision dated 9 May 2019, as far as the general part and some special parts of it are concerned. In particular it was introduced a reference to the new reporting channel (whistleblowing) implemented by the Company.

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The lastly updated General Part of the Model 231 is available in this section.

 

Model 231

Whistleblowing

The d’Amico whistleblowing platform available at the following address https://openreportingsystem.damicoship.com/ can be used to report any irregularities and/or unlawful behaviors, acts or omissions, both occurred on board or ashore, that could constitute violations or attempted violations, even suspected, of the legislative provisions referred to in Legislative Decree 231/2001, of the principles ratified in the Code of Ethics and in the Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/01 of d’Amico International Shipping S.A., of the Group’s procedures, policies and rules in general (the so called “Integrated Management System”) and, in particular of the Group Anti-Corruption Policy that may constitute fraud or damage, even potential, towards colleagues, shareholders and stakeholders, or unlawful acts detrimental to the interests and reputation of the Company. The report may also refer to cases even suspected or attempted of “bullying”, sexual harassment, violations of privacy legislation and situations of real, potential and apparent conflicts of interest for which adequate disclosure has not been made by the parties involved and which may have consequences on the impartiality and good performance of the Company.

Supervisory Committee

The Supervisory Committee of the Company was initially established by the Board of Directors on 12 March 2008 with the following duties:

  • monitor the effectiveness of the Model 231, verifying the control procedures over certain actions at risk ;
  • periodically evaluate the efficiency and adequacy of the Model 231, confirming that the protocols provided for in its individual special parts are enough to fulfil the compliance requirements with the provisions of the Italian legislative decree 231/2001, and identifying the Company’s activities in order to constantly update the map of the activities at risk;
  • decide on whether to update the Model 231 if it is considered that it should be adjusted to comply with new requirements of law or changes in Company’s activities and/or internal organization;
  • ensure the right information that it is responsible for, also promoting suitable training initiatives to promote awareness and understanding of Model 231.

The Company’s Supervisory Committee, whose composition was lastly re-confirmed by the Board of Directors on 7 May 2020 for a three (3) years period, comprises the following three (3) members appointed upon a careful assessment of the existence of: capacity of independent action, independence, professional competence, continuity of action, no conflicts of interest and integrity.

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In this section is available the last supervisory committee regulation.

Supervisory Committee Regulation

 

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Nicola Pisani (Chairman of the Committee)

Maurizio Andrea Bergamaschi

Anna Alberti (Secretary)

 

 

Code of Ethics

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 its directors, employees, consultants and partners, and in general, anyone who acts in the name of or on behalf of the Company have to comply with. The code of ethics was then amended by the board of directors on 7 May 2014. On 26 November 2018 the Company issued a new version of the code adjusting it to the data protection regulation and on 17 December 2019 a new version of the Code of Ethics contains a reference to the Company’s new whistleblowing reporting channel Company also encouraged its subsidiaries to adopt a code of ethics that is substantively similar to the parent company’s one.

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 The lastly updated Company’s Code of Ethics is available in this section.

 

 

Code of Ethics

Remuneration

On 11 March 2021, the board of directors of the Company approved the general 2021 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 its  general remuneration policy, on 30 April 2019, the Company adopted a medium to long-term incentive 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.

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Both the last report on  remuneration (whose section I illustrates the current remuneration policy adopted by the Company) and the current medium to long-term incentive plan are available in this section.  In this section are also available the archives for the past 10 years remunerations’ reports.

Internal Dealing

Further to the entry into force of the Market Abuse Regulation (EU Reg. 596/2014) and in compliance with the prevailing applicable Luxembourg and Italian laws, as well as with regulations and procedures that govern the shares’ trading of listed securities (hereinafter referred to the “Applicable Provisions”), in the meeting held on the 28th of July 2016, the board of directors initially considered to accordingly amend its Internal Dealing Code, whose final version was subsequently approved on the 2nd of March 2017. The Internal Dealing Code contains the internal procedures to identify the “relevant persons” and the guidelines for the management, processing and communication to the market of the information relating to its transactions on financial instruments. 

The Internal Dealing Code was lastly amended by the Company on the 1st of January 2021 in order to reflect the regulatory changes introduced by the Regulation (EU) no. 2115 of 27 November 2019 amending Directive 2014/65/EU and Regulations (EU) No 596/2014 and (EU) 2017/1129.

On 28 July 2016, in the light of the Applicable Provisions, the Company also evaluated some amendments to the rules on internal management and distribution to the public of insider information and keeping the register of persons who have access to it (the “Insider List”) that was finally, amended on the 2nd of March 2017. The Rules were further amended by means of Board of Directors’ resolution of 13 November 2019. Such Rules disciplines the processing of Inside Information with regards to the internal management and external communication of the documents and information concerning d’Amico International Shipping S.A.

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Both the last version of the Internal Dealing Code and of the Rules are available in this Section together with the Form B for the request of registration, deletion or update on the Insider List.

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.

 

Internal Dealing Code

Inside Information management rules

Hereinafter you can download Form B for the request of registration, deletion or update on the Insider List.

 

Internal Dealing Transactions storage

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Buy-back

In this section you can have access to the archive of the buyback transactions communications made by the Company, pursuant to paragraph 1.4 of Annex 3F of the Issuers Regulation No 11971/1999, to the market and to CONSOB, as competent authority pursuant to the Regulation (EU) No 596/2014 (MAR). The press releases related to the same transactions are stored in the press releases section of the Investor Relations area.

General storage

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