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 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 for a one-year term of office at the shareholders’ meeting held on 19 April 2017.

 

Executive

Independent - Not executive

Control and Risk Committee

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:

  • definition of the guidelines for the internal control and risk management system;
  • specific aspects relating to identification of the main corporate risks;
  • assessment of the adequacy of the internal control and risk management system;
  • approval of the audit plan devised 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;
  • checks on the specific operating areas to be suggested to the internal audit department;
  • the independence, adequacy, efficiency and effectiveness of the head of the internal audit department;
  • the 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;

 

  • the 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 standardisation in order to draw up the consolidated financial statements;
  • the results posted in the external auditor’s report on the basic issues that emerge during statutory audits and any suggestion letters;
  • all the 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 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.

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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.

 

Massimo Castrogiovanni (Chairman)

Stas Andrzej Jozwiak

Heinz Peter Barandun

John Joseph Danilovich

Nomination and Remuneration Committee

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:

 NOMINATION:

  • candidates for the position of director in co-option cases as provided under article 9 of the articles of association when independent directors have to be replaced;
  • its size and composition and the professional figures considered to be suited to being members of the board of directors;
  • the maximum number of director or statutory auditor offices that should be held in the companies, as described in article 1.C.3 of the  corporate governance code of Italian listed companies promoted by Borsa Italiana S.p.Ain order to be able to perform efficiently as a director in the Company.

REMUNERATION:

  • the general remuneration policy for directors and managers with key responsibilities;
  • identification of the performance targets related to the variable remuneration component for executive directors and directors who have specific duties;
  • the adequacy, overall consistency, concrete application/implementation of the general remuneration policy for directors and managers with key responsibilities, specifically checking the correct achievement of the performance targets set;
  • the remuneration of executive directors and directors who have specific duties, ensuring that they comply with the provisions of the general remuneration policy adopted by the Company.

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.

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In this section is available the last  nomination and remuneration committee regulation.

 

 

Stas Andrzej Jozwiak (Chairman)

Massimo Castrogiovanni

John Joseph Danilovich

Heinz Peter Barandun

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 19 April 2017 appointed Moore Stephens 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 2019.

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 24th of May 2017. 

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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.

Shareholders Meetings

The general ordinary shareholders’ meeting of the Company which is held on the third Wednesday of the month of April every year at 11 a.m. in accordance with the Articles of Association, 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

Documents and Reports 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 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 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. 

The Company initially adopted the Model 231 on 12 March 2008 in order to prevent the commission of crimes established by legislative decree 231/2001. The Model 231 was subsequently updated by decision of 30 July 2015 and by decision dated 3 March 2017, as far as some special parts of it are concerned.

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The Model 231 in effect  is available in this section.

 

Model 231

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: odv.dis@damintship.com, 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.

Supervisory Committee

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 and then on the 4 May 2017. It has been assigned it the following duties:

  • monitoring the effectiveness of Model 231, setting up control procedures over certain actions or specific actions put in place by the Company, also coordinating with the other company departments, in order to monitor the activities at risk as well as possible;
  • periodically evaluate the efficiency and adequacy of Model 231, confirming that the elements provided for in the individual special parts for the various types of criminal offence are enough to fulfil the compliance requirements with the provisions of legislative decree 231/2001, and identifying the Company activities in order to update the activities at risk map;
  • decide on whether to update the  Model 231 if it is considered that it should be adjusted to account for new requirements or changes in Company activities;
  • ensure the right information that it is responsible for, also promoting suitable initiatives to promote awareness and understanding of Model 231, and helping prepare its integration with the internal policies.

 

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:

  • capacity of independent action;
  • independence;
  • professional competence;
  • continuity of action;
  • no conflicts of interest;

 

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In this section is available the last supervisory committee regulation.

Nicola Pisani (Chairman)

Maurizio Andrea Bergamaschi

Anna Alberti

Supervisory Committee Regulation

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 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.

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The Company’s code of ethics in force is available in this section.

Remuneration

On 2 March 2017, the board of directors of the Company approved the general 2017 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.

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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 available in this section.  In this section are also available the archives for the past 10 years.


Last Remuneration Policy


Long Term Bonus Plan

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. 

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 “Rules”) that was finally, amended on the 2nd of March 2017. 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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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.

 

Internal Dealing Code

Inside Information management rules

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