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Corporate Bodies

Overview

Board of Directors and Board of Statutory Auditors

The Company has adopted a traditional administration and control model characterized by a Shareholders’ Meeting, a Board of Directors and a Board of Statutory Auditors. This Corporate Governance system is based on the core role of the Board of Directors (as the most senior body delegated to manage the Company in the interests of shareholders), on the transparency of decision-making processes, on an effective internal control system, on careful rules governing potential conflicts of interest and on appropriate standards of conduct for related party transactions.

Board of Directors

Composition

  • It is made up of a number of Directors fixed by the Meeting between 7 and 13. They remain in office for a period not exceeding three financial years and can be re-elected.
  • At least one of the members - or two if the Board has more than seven members - must comply with the independence requirements set out for Auditors in art. 148, paragraph 3 of the Consolidated Law on Finance.
  • At least 2/5 of the Directors must belong to the less represented gender.

Appointment

  • The Board of Directors is appointed on the basis of slates of candidates.
  • Slates can be submitted by the outgoing Board of Directors and by the Shareholders who, alone or together with other Shareholders, represent the minimum threshold of ordinary share capital set annually by Consob.
  • If two or more slates are duly submitted, 5/6 of the Directors to be elected are taken from the slate that obtained the majority of votes, in the order in which they are listed. The remaining Directors are taken from the other slates in the order indicated in the Articles of Association.

The Board of Directors has the broadest possible powers of ordinary and extraordinary administration, except for those, which by law are the exclusive prerogative of the Shareholders’ Meeting

CLAUDIO DE CONTO

CLAUDIO DE CONTO

Profile

Chairman and Independent Non-Executive Director (1)
VALERIO BATTISTA

VALERIO BATTISTA

Profile

Chief Executive Officer
PAOLO AMATO

PAOLO AMATO

Profile

Independent Non-Executive Director (2)
MASSIMO BATTAINI

MASSIMO BATTAINI

Profile

Group Chief Operating Officer and Executive Director
JASKA DE BAKKER

JASKA DE BAKKER

Profile

Independent Non-Executive Director (2)
PIER FRANCESCO FACCHINI

PIER FRANCESCO FACCHINI

Profile

Chief Financial Officer and Executive Director
FRANCESCO GORI

FRANCESCO GORI

Profile

Independent Non-Executive Director (2)
INES KOLMSEE

INES KOLMSEE

Profile

Independent Non-Executive Director (2)
MIMI KUNG

MIMI KUNG

Profile

Independent Non-Executive Director (2)
MARIA LETIZIA MARIANI

MARIA LETIZIA MARIANI

Profile

Independent Non-Executive Director and Lead Independent Director (2)
TARAK MEHTA

TARAK MEHTA

Profile

Independent Non-Executive Director (2)
ANNALISA STUPENENGO

ANNALISA STUPENENGO

Profile

Independent Non-Executive Director (2)

(1) Independent Director as for Unified Financial Act – Italian Legislative Decree no. 58/1998 (T.U.F.).
(2) Independent Director as for both Unified Financial Act – Italian Legislative Decree no. 58/1998 (T.U.F.) – and Self-Regulatory Code of Corporate Govenance by Borsa Italiana S.p.A.

Board of Directors

Member | Year of birth First Appointment (1) Current charge (2) Executive/Independent Meetings (3) Other offices (4)
⧫ Claudio De Conto, Chairman | 1962
21/07/2010
from 28/04/2021 to 2024
Independent (5)
12/12
3
⧫ Valerio Battista, CEO | 1957
15/12/2005
from 28/04/2021 to 2024
Executive
12/12
1
● Paolo Amato, Director | 1964
12/04/2018
from 28/04/2021 to 2024
Independent
12/12
1
⧫ Massimo Battaini, Director and COO | 1967
25/02/2014
from 28/04/2021 to 2024
Executive
12/12
-
⧫ Jaska de Bakker, Director | 1970
28/04/2021
from 28/04/2021 to 2024
Independent
7/7
1
⧫ Pier Francesco Facchini, Director and CFO | 1967
28/02/2007
from 28/04/2021 to 2024
Executive
7/7
1
⧫ Francesco Gori, Director | 1952
18/09/2018
from 28/04/2021 to 2024
Independent
12/12
2
⧫ Ines Kolmsee, Director | 1970
28/04/2021
from 28/04/2021 to 2024
Independent
7/7
1
● Mimi Kung, DIrector | 1965
12/04/2018
from 28/04/2021 to 2024
Independent
12/12
2
⧫ Maria Letizia Mariani, Director and L.I.D. | 1960
16/04/2015
from 28/04/2021 to 2024
Independent
11/12
1
⧫ Tarak Mehta, Director | 1966
28/04/2021
from 28/04/2021 to 2024
Independent
6/7
1
⧫ Annalisa Stupenengo, Director | 1971
28/04/2021
from 28/04/2021 to 2024
Independent
6/7
2

Notes

⧫  Director elected form the slate presented by the outgoing Board which obtained the majority of the votes.
●  Director elected form the slate presented by a group of shareholders related to asset management companies and institutional investors.
(1)   Date on which the director was appointed to the Board of Directors for the first time (ever).
(2)   Expiry date envisaged with the Shareholders' Meeting that will approve the financial statements for the year ending 31/Dec/2023.
(3)   Attendance at Board meetings in 2021 (no. of attendances/no. of meetings held. N/A: not in office during the period).
(4)   Number of offices held in other companies listed on regulated markets, including foreign ones, in financial, banking, insurance companies, or companies of significant size.  

 
 
 

Board of Statutory Auditors

Composition

  • It is composed of 3 Standing Auditors and 2 Substitute Auditors, appointed by the Shareholders' Meeting. They remain in office for a period of three financial years and can be re-elected.
  • All members of the Board of Statutory Auditors must meet the independence requirements established by art. 148, paragraph 3 of the Consolidated Law on Finance, as well as the requirements of integrity and professionalism set out in Ministry of Justice Decree no. 162/2000.
  • At least 2/5 of the member of the Board of Statutory Auditors must belong to the less represented gender.

Appointment

  • The Board of Statutory Auditors is appointed on the basis of slates of candidates.
  • Slates can be submitted by Shareholders who, alone or together with other Shareholders, represent the minimum threshold of ordinary share capital set annually by Consob.
  • If two or more slates are duly submitted, two Standing Auditors and one Substitute Auditor are taken from the slate that obtained the majority of votes, in the order in which they are listed. One Standing Auditor, who shall act as Chairman, and one Substitute Auditor shall be elected from the slate that obtained the highest number of votes after the first one.

 

 

Contacts:

Board of Statutory Auditors e-mail for contacts and communications: [email protected]

The Board of Statutory Auditors oversees compliance with the law, the By-laws and the standards of good management in the performance of company activities whilst also monitoring the adequacy of the Company’s organizational structure, internal control, administrative and accounting systems.

He was born in Milan on 6 December 1965

He graduated in Economics and Commerce in 1990 from the Università Cattolica del Sacro Cuore of Milan. He has been enrolled in the Register of Chartered Accountants since 1991 and in the Register of Auditors since 1995.

Since 1997, he has been a founding partner and Director of SIGMAGEST S.p.A., a business consulting company operating in internal auditing, review and implementation of administrative and accounting procedures, evaluation of internal control systems and risk management (e.g. Italian Legislative Decree 231/2001, Sarbanes-Oxley).

Mr. Sarubbi provides tax and corporate consulting services, as well as corporate organisation and internal control services to equity companies and some of the leading international consulting networks. He has also collaborated with several national journals, writing numerous articles on tax matters, and is the author or co-author of several publications on the same subject.

He is a statutory auditor in several companies. Among the various positions he currently holds are those of Chairman of the Board of Statutory Auditors of INWIT S.p.A. (a company listed on the Italian Stock Exchange), Destination Italia S.p.A. (listed on the Euronext Growth Milan market), of Coca-Cola Italia S.r.l. and Acque Minerali S.r.l., as well as member of the Board of Statutory Auditors of Shiseido Italy S.p.A. and Sole Auditor of Mattel Italy S.r.l.

Mr. Sarubbi also gained extensive experience in the field of Monitoring Board. He currently holds this role in some Companies belonging to multinational groups and in the past, among others, he was member of the Monitoring boards of A.T.M. - Azienda Trasporti Milanesi S.p.A. (from 2010 to 2019), Milano Serravalle - Milano Tangenziali S.p.A. (from 2011 to 2014), Cordusio Fiduciaria - Unicredit Group (from 2015 to 2017).

He has been Chairman of Prysmian's Board of Statutory Auditors since 12 April 2022 and he was elected from the slate submitted jointly by a group of shareholders comprising asset management companies and institutional investors, which received the second highest number of votes at the Shareholders' Meeting.

 

- April 2022 -

She was born in Reggio Emilia on 18 October 1968

She graduated with honours from her degree in Business Economics from the Commercial University “Luigi Bocconi” of Milan and graduated in Law with full marks from Università Statale of Milan.

She is a registered Lawyer and a Chartered Accountant in Milan.

She is a registered Statutory Auditor.

Since 2004 she has been a partner in the “Tremonti Romagnoli e Associati” law firm, where she began working in 1998. Prior to this she worked for five years as a consultant for the Studio Tributario Deiure tax firm.

She is a subject expert in commercial law at Università dell’Insubria of Varese.

She has been a member of Prysmian's Board of Statutory Auditors since 13 April 2016. With regard to his current appointment, she was elected on 12 April 2022 from the list submitted jointly by the shareholders Clubtre S.r.l., Albas S.r.l. and Angelini Partecipazioni Finanziarie S.r.l., which obtained the majority of votes at the Shareholders' Meeting.

 

- April 2022 -

He was born in Milan on 30 November 1955

He graduated in Economics from the Università Cattolica in Milan. He is enrolled in the Register of Chartered Certified Accountants of which he is a committee member and in the Register of Auditors, is a member of Nedcommunity - association of non-executive and independent directors.

At the beginning of his professional career, Mr Capone gained experience at a leading Italian bank and then at the Italian branch of a US bank. For almost 30 years, he was a partner at Caramanti Ticozzi & Partners.

Since 2019, he has been Managing Partner of Studio Associato CT&P, a leading national and international corporate and tax consulting firm in Milan.

He is currently Chairman of the Board of Statutory Auditors of Atlantia S.p.A., B.F. S.p.A., Crédit Agricole Leasing S.r.l., QC Terme S.r.l., Red Bull S.r.l., White Bridge Investments S.p.A. and Chairman of Supervisory Board pursuant to art. 231/2001 in various companies.

He has been appointed member of Prysmian's Board of Statutory Auditors on 12 April 2022 and was elected from the list submitted jointly by the shareholders Clubtre S.r.l., Albas S.r.l. and Angelini Partecipazioni Finanziarie S.r.l., which obtained the majority of votes at the Shareholders' Meeting.

 

- April 2022 -

He was born in Florence on 23 October 1966

Graduated in Business Administration from the Bocconi University of Milan in 1992. He has been practising as a chartered accountant since 1994 and as an auditor since 1999.

In 1995 he founded Studio Chimenti, with offices in Florence and Milan, specialising in accounting assistance and consultancy, financial statement preparation, corporate and tax consultancy, extraordinary transactions, appraisals and evaluations, auditing and control.

From 2016 to 2019 he has been a partner in the Milan-based tax law firm Miccinesi e Associati.

He holds numerous positions as a member of Boards of Statutory Auditors, Boards of Directors and Supervisory Boards pursuant to Legislative Decree 231/2001.

He was elected on 12 April 2022 from the slate submitted jointly by a group of shareholders comprising asset management companies and institutional investors, which received the second highest number of votes at the Shareholders' Meeting.

 

- April 2022 -

He was born in Florence on 24 November 1965

He graduated in Economics and Commerce from the University of Florence in 1995.

He is a chartered accountant and auditor. He is a consultant in tax, financial and economic matters. He holds positions in bankruptcy proceedings as a receiver, judicial commissioner and judicial liquidator, and as an advisor for the Court of Florence in matters of financial statements and related profit and loss accounts, valuation of companies, equity entities, company situations, assets, goodwill, company and industrial rights.

He also acts as advisor for private companies in relation to company valuations, mergers, demergers and company transformations.

He holds various positions as a member of boards of statutory auditors.

He was elected on 12 April 2022 from the list submitted jointly by the shareholders Clubtre S.r.l., Albas S.r.l. and Angelini Partecipazioni Finanziarie S.r.l., which received the majority of votes in the Shareholders' Meeting.

 

- April 2022 -

Board of Statutory Auditors

Member | Year of birth First Appointment (1) Current charge (2) Independence Code/TUF Meetings (3) Other offices (4)
● Stefano Sarubbi, Chairman | 1965
12/04/2022
from 12/04/2022 to 2025
X/X
N/A
14
⧫ Roberto Capone, Standing Auditor | 1955
12/04/2022
from 12/04/2022 to 2025
X/X
N/A
17
⧫ Laura Gualtieri, Standing Auditor | 1968
13/04/2016
from 12/04/2022 to 2025
X/X
5/5
1
⧫ Stefano Rossetti, Alternate Auditor | 1965
12/04/2022
from 12/04/2022 to 2025
X/X
N/A
16
● Vieri Chimenti, Alternate Auditor | 1966
12/04/2022
from 12/04/2022 to 2025
X/X
N/A
38

Notes

⧫  Member elected form the slate jointly presented by the shareholders Clubtre S.r.l., Albas S.r.l. e Angelini Partecipazioni Finanziarie S.r.l. which obtained the majority of the votes.
●  Member elected form the slate jointly presented by a group of shareholders related to asset management companies and institutional investors.
(1)   Date on which the he/she was appointed to the Board of Statutory Auditors for the first time (ever).
(2)   Expiry date envisaged with the Shareholders' Meeting that will approve the financial statements for the year ending 31/Dec/2024.
(3)   Attendance at Board of Statutory Auditors meetings in 2021 (no. of attendances/no. of meetings held. N/A: not in office during the period).
(4)   Number of offices held in other companies pursuant to art. 148-bis TUF and of the related provisions contained in the Consob Issuers' Regulation.