137
BOARD OF DIRECTORS
It is vested with the widest ordinary and extraordinary powers, except those which by law are
the exclusive prerogative of the Shareholders’ Meeting.
In accordance with art. 14 of the By-laws, the Company is
governed by a Board of Directors consisting of no fewer than
seven and no more than thirteen members, chosen also from
among non-shareholders and who are eligible for re-election.
In compliance with the provisions of Legislative Decree 58/98,
the Company has adopted a slate voting mechanism for the
appointment of directors in order to allow, where possible,
minority shareholders to present and elect candidates to the
office of Director. The appointment of the Board of Directors
takes place on the basis of slates presented by the outgoing
Board of Directors and/or by those shareholders who, alone
The Board of Directors therefore consists of eleven
Directors, seven of whom are non-executive. In line with the
recommendations of the Code, the Non-Executive Directors
are sufficiently numerous and have enough authority to
ensure that their judgement carries significant weight in
Board decision-making. Six of the Non-Executive Directors
are independent within the meaning of art. 148, par. 3 of
the Unified Financial Act and of art. 3.C.1. and art. 3.C.2. of
the Self-Regulatory Code, while one Non-Executive Director
is independent within the meaning of art. 148, par. 3 of the
Unified Financial Act.
The information provided by Directors in relation to their
appointments as Directors or Statutory Auditors of listed
or other relevant companies can be found in the “Report on
Corporate Governance and Ownership Structure”.
or together with other shareholders, hold shares representing
at least 2% of share capital eligible to vote at the Ordinary
Shareholders’ Meeting, or such lower percentage established
by law or regulation. Consob Resolution 18.452 of 30 January
2013 has set the minimum shareholding requirement for
presenting candidate slates at 1% for 2013.
The Company is currently managed by a Board of Directors
consisting of eleven Directors, who will remain in office until
the date of the Shareholders’ Meeting that approves the
financial statements for the year ended 31 December 2014.
The members of the Board of Directors are as follows:
The management of the Company is the sole responsibility
of the Directors, who undertake the operations necessary to
implement its business purpose. The Board of Directors has
the broadest possible powers of ordinary and extraordinary
administration of the Company, except for those powers which
by law are the exclusive prerogative of the Shareholders’
Meeting. The Board of Directors also has responsibility for
passing resolutions that require notarisation, regarding: (i)
mergers or demergers in the cases provided by art. 2505, art.
2505-bis and art. 2506-ter of the Italian Civil Code; (ii) transfer
of the registered office within Italy; (iii) establishment or
closure of secondary offices; (iv) indication of which Directors
may represent the Company; (v) reductions in share capital
following shareholder withdrawal; and (vi) updating of the
Company By-laws to comply with regulatory requirements (art.
17 of the By-laws).
BOARD OF DIRECTORS
Office Held
NAME
In office from In office until
Slate Executive Non Indipendence
Indipendence as
(M/m)
Director Executive as per Italy self per Italy’s unified
Director regulatory code financial act
Chairman
Massimo Tononi
01.01.2012
31.12.2012
M
-
X
-
X
CEO and GM
Valerio Battista
01.01.2012
31.12.2012
M
X
-
-
-
Adm.or
Maria Elena Cappello
18.04.2012
31.12.2012
M
-
X
X
X
Adm.or
Cesare d’Amico
18.04.2012
31.12.2012
m
-
X
X
X
Adm.or
Claudio De Conto
01.01.2012
31.12.2012
M
-
X
X
X
Adm.or
Giulio Del Ninno
01.01.2012
31.12.2012
M
-
X
X
X
Adm.or
Frank Franciscus Dorjee
01.01.2012
31.12.2012
M
X
-
-
-
Adm.or
Pier Francesco Facchini
01.01.2012
31.12.2012
M
X
-
-
-
Adm.or
Friedrich Wilhelm Froehlich
01.01.2012
31.12.2012
M
-
X
X
X
Adm.or
Fabio Ignazio Romeo
01.01.2012
31.12.2012
M
X
-
-
-
Adm.or
Giovanni Tamburi
18.04.2012
31.12.2012
m
-
X
X
X
