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 Officer
Chief Executive Officer
Elena Maria Previtera
Patrizia Polliotto (1) (2) (3)
Secondina Giulia Ravera (1) (2)
Francesco Umile Chiappetta (1) (2)
(1) Directors not invested with operational proxy
(2) Independent director, according to the Corporate Governance Code
(3) Lead independent director
Secretary to the Board of Directors
The Board of Statutory Auditors is responsible for the supervision of compliance with the law and by-laws.
Ciro Di Carluccio
Ada Alessandra Garzino Demo
The Board of Directors has set up four internal committees with investigative, propositive and advisory functions:
the Control and Risk Committee,
the Remuneration Committee,
the Related Parties Committee,
the Sustainability Committee.
THE CONTROL AND RISK COMMITTEE
The Control and Risk Committee is currently composed of the Non-Executive and Independent Directors, Mr Francesco Umile Chiappetta and Ms Secondina Giulia Ravera and chaired by Ms Patrizia Polliotto, Lead Independent Director.
The members have acquired adequate knowledge and expertise in risk management in view of their professional experience, as well as in the business sector in which the Company operates.
The Control and Risk Committee is also identified as the reference committee for the purposes of the Related Transactions Procedure.
The Control and Risk Committee is responsible for:
evaluating, in consultation with the Manager in charge of drafting the corporate accounting documents and after hearing the statutory auditor and the Board of Auditors, the correct use of the accounting principles and their consistency for the purposes of the drafting of the Consolidated Financial Statements;
evaluating the suitability of periodic, financial and non-financial information, ensuring that the Group’s business model, corporate strategies and the impact of its business activities and performance are correctly represented;
examining the content of periodic, non-financial information relevant to the internal control and risk management system;
expressing opinions on specific aspects relating to the identification of major business risks and supporting the assessments and decisions of the Board of Directors relating to the management of risks deriving from unfavourable events and facts of which the Board has become aware;
examining the interim reports and the reports of particular relevance prepared by the Internal Audit Function;
monitoring the autonomy, adequacy, efficacy and effectiveness of the Internal Audit Function;
entrusting the Internal Audit Function, where appropriate, to carry out verifications on specific operating areas, whilst notifying the President of the Board of Auditors;
reporting to the Board of Directors, at least on the occasion of the approval of the half-yearly and the yearly Financial Statements, as regards the suitability and efficiency of the internal control and risk management system.
THE REMUNERATION COMMITTEE
The Board of Directors has set up an internal Remuneration Committee, which is currently composed of the non-executive and independent directors, Mr Francesco Umile Chiappetta and Ms Secondina Giulia Ravera and chaired by Ms Patrizia Polliotto, Lead Independent Director. All Committee members are deemed to have adequate knowledge and experience in remuneration policies as Independent Directors in companies, including listed companies, of significant size.
THE COMMITTEE FOR TRANSACTIONS WITH RELATED PARTIES
The Board of Directors has set up an internal committee for transactions with related parties, composed of Ms Secondina Giulia Ravera and Mr Francesco Umile Chiappetta, Non-Executive and Independent Directors, and Ms Patrizia Polliotto, Lead Independent Director.
THE SUSTAINABILITY COMMITTEE
The Sustainability Committee is composed of the CEO, Ms Tatiana Rizzante, the Lead Independent Director, Ms Patrizia Polliotto and by the Independent Director Ms Secondina Ravera. The Committee is coordinated by the CFO at the technical secretariat level and assisted by the Company’s ESG team in an operational support capacity.
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.