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The Board of Directors is the statutory managing body of the company encompassing all powers with regards to the ordinary and extraordinary administration of the company. The Board of Directors primarily carry out a management and control function with relation to the general activities of the company and the subsidiary companies.
The Board of Directors delegate powers to the managing directors and to the executive committee and revoke them. At present, the Board of Directors is made up of nine (9) directors of which six (6) executive. The nomination and substitution of directors is disciplined by "voting list" mechanisms.
Chairman, Chief Executive OfficerMario Rizzante
Chief Executive OfficerTatiana Rizzante
Executive Directors Filippo Rizzante
Daniele Angelucci Marco CusinatoMaria Elena Previtera Patrizia Polliotto
(1) (2) (3)Secondina Giulia Ravera
(1) (2)Francesco Umile Chiappetta
(1) Directors not invested with operational proxy(2) Independent director, according to the Corporate Governance Code(3) Lead independent director
The Board of Statutory Auditors is responsible for the supervision of compliance with the law and by-laws.
President:Ciro Di Carluccio
Statutory Auditors: Piergiorgio Re
Ada Alessandra Garzino Demo
The Board of Directors has set up consulting committees, The Internal Control and Risks Committee and the Remunerations.
The Board of Directors has internally constituted an Internal Control and Risks Committee composed of Ms. Secondina Giulia Ravera and Mr. Francesco Umile Chiappetta, Non-Executive and Independent Directors and Ms. Patrizia Polliotto, Lead Independent Director.The Internal Control and Risks Committee:
• Evaluates together with the Director responsible for the preparation of the company's accounting documents, the auditor, and the Board of Statutory Auditors, the correct utilisation of the accounting principles and, in the event of groups, their consistency for the purpose of the preparation of the consolidated balance sheet;
• Expresses opinion on specific aspects relating to the identification of the principal risks for the company;
• Examines the periodic reports relating to the evaluation of the system of internal control and risk management, and those of particular relevance prepared by the Internal Audit function;
• Monitors the independence, appropriateness, effectiveness and efficiency of the Internal Audit function;
• May ask the Internal Audit function to perform checks on specific operating areas, simultaneously notifying such request to the Chairman of the Board of Directors;
• Report to the board, at least on a half yearly basis, on the occasion of the approval of the balance sheet and the half yearly report, on the activity carried out, as well as on the adequacy of the internal control and risk management system.
The Board of Directors has internally constituted a Remunerations Committee composed of Ms. Secondina Giulia Ravera and Mr. Francesco Umile Chiappetta, Non-Executive and Independent Directors and Ms. Patrizia Polliotto, Lead Independent Director.
In accordance with art. 5 rec. 26 of the Corporate Governance Code, no Director shall participate in meetings of the Remunerations Committee in which proposals are submitted to the Board of Directors relating to his/her remuneration.
The independent audit firm is responsible for checking that the company's accounts are properly kept and that managerial operations are correctly reflected in the accounting records. The auditors also verify that the separate and consolidated accounts correspond to the accounting records and to verifications performed and that they are in compliance with the applicable regulations.
The Shareholders' General Meeting held on 19 April 2019, approved the appointment of PricewaterHouse Coopers S.p.A. as the Company's independent auditors for the nine-year period 2019-2027 which includes the audit of the separated Financial Statements, the annual consolidated Financial Statements and the half-year condensed consolidated Financial Statements.
This Report reflects and illustrates the governing structure that the Company has adopted in accordance with the indications set forth in the new March 2006 edition of the Corporate Governance Code. This Report is given to shareholders and sent to the market regulator Consob, which holds the report available for the general public.
They are currently available in Italian and English.
This Report is given to shareholders and sent to the market regulator Consob, which holds the report available for the general public.
The Articles of Association of Reply S.p.A. are the written constitution of the company.
The aim of the present regulations is to highlight rules of behaviour for all interested parties, so that they may communicate to the Company their relevant position in carrying out operations with Reply S.p.A.; and, for Reply S.p.A., to set operational rules for the fulfilment of said operations.
The stipulations are currently only available in Italian.
An integral part of the Organization Model 231 is the Code of Ethics, which has been updated according to the provisions of the same Decree and has the purpose of defining the fundamental ethical principles and rules of behaviour that must be respected, thus creating the appropriate conditions that will guarantee that Reply's activity will be inspired by the principles of fairness and transparency, and reducing the risk that the crimes listed in the Decree might be committed.
The Code of Ethics is currently available in Italian and English.
The coming into force of the Legislative Decree 8 June 2001 Nr.231 introduced into the Italian legal system a new set of rules on "Administrative liability, ascertained in the criminal law proceedings", chargeable to legal persons for some crimes committed by administrators, managers, employees or external collaborators in the interest or to the advantage of the company (among others, corporate crimes and crimes against Public Administration).
Model 231 is a specific Italian stipulation. Thus this set of rules is currently only available in Italian.
Reply issued the whistleblowing policy to provide its shareholders, employees, collaborators, customers, and generally to its stakeholders with a channel to report any action taken by anyone that constitutes or may constitute a violation of laws and/or regulations, principles enshrined in the Reply Code Of Ethics, company policies, rules and procedures that can give rise to economic, financial or reputational damage for Reply Group companies.
The Modern Slavery Act 2015 is an Act of the Parliament of the United Kingdom. It is designed to tackle modern slavery as a crime and a violation of fundamental human rights taking various forms, such as slavery, servitude, forced and compulsory labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain.
The Reply Ltd Group is committed to preventing slavery and human trafficking in its corporate activities and supply chains.
Essential information of shareholder's agreement disclosed to Consob pursuant to art. 122 of d.lgs. No. 58, 24.2.1998.
Procedure for Privileged Information, Insider Register and Internal Dealing
It is currently available in English.Internal dealing documents archive
Policy for managing dialogue with shareholders (Italian Version)