The Board of Directors is assigned a central role in the Company's corporate
governance system. It meets regularly (usually on a monthly basis), organising itself and operating
in such a way as to assure real and effective performance of its functions.
The Board of Directors is vested with the widest powers for ordinary and
extraordinary management of the Company, and therefore has the power to perform all actions that it
deems appropriate for accomplishment and achievement of the Company's corporate purposes, both in
Italy and abroad, the only exception being those measures that by law are reserved as being the
prerogative of Shareholders' Meetings (see Article 19 of the Company's Articles of
Association).
Directors are appointed on the basis of a voting mechanism based on competing
lists to guarantee clear election procedures and a well-composed Board.
Based on Article 14 of the Articles of Association, the Company is managed by
a Board of Directors composed of a minimum of 7 (seven) and a maximum of 21 (twenty-one)
Directors.
The Ordinary Shareholders' Meeting of April 9, 2009, appointed the Board of
Directors, setting the number of its members at 11, as well as the Board of Statutory Auditors, for
the three-year period 2009-2011, on the basis of a single list submitted by the shareholder
STERLING SUB HOLDINGS S.A., which owns 14.837% of share capital represented by ordinary
shares.
The Company has appointed two different directors, the Chairman and the
Managing Director, to hold corporate positions.
Pursuant to the application criterion 2C1 of the Code of Conduct, only the
Managing Director should be considered to be executive. The other directors, which are
therefore non-executive directors, in terms of number, authority and authoritativeness, are
therefore such as to assure that their opinion carries significant weight in Board decision-making;
specifically, they particularly supervise areas where conflicts of interest may arise.
(for further information about the role of the Board of Directors see
the Corporate Governance Report in the specific section).
|
Board of Directors
(*)
|
|
| |
|
|
Chairman
|
Enrico Giliberti |
|
|
|
|
Directors
|
Lino Benassi (I) |
| |
Dario Cossutta |
|
|
Maurizio Dallocchio (I) |
|
|
Alberto Giussani (I)
|
|
|
Pietro Masera
|
|
|
Antonio Tazartes
|
| |
Marco Tugnolo |
| |
Nicola Volpi |
| |
|
|
Secretary to the Board of Directors
|
Marco Beatrice |
| |
|
|
Remuneration Committee
|
|
| |
|
| Chairman |
Lino Benassi
|
| |
Dario Cossutta
|
| |
|
|
Internal Audit Committee
|
|
| |
|
| Chairman |
Alberto Giussani
|
| |
Maurizio Dallocchio
|
| |
Marco Tugnolo
|
| |
| |
|
| |
|
|
Board of Statutory Auditors
|
|
| |
| |
|
| Chairman |
Enrico Cervellera
|
| |
|
| Acting Auditors |
Vincenzo Ciruzzi
|
| |
Andrea Vasapolli
|
| |
|
|
Alternate Auditors
|
Guido Costa
|
| |
Guido Vasapolli
|
| |
|
| |
|
|
Common representative of savings Shareholders
|
Stella D'Atri |
| |
|
|
General Manager (*)
|
Ezio Cristetti |
| |
|
| |
|
|
Manager responsible for preparation of the financial statements
|
Massimo Cristofori
|
| |
|
|
Independent Auditors
|
Reconta Ernst & Young S.p.A.
|
| |
|
|
(*) The Board of Directors met on May 10, 2011 appointed the Chief Executive
Officer, Alberto Cappellini, as General Manager of the Company. Alberto Cappellini died March 24,
2012.
On April 4, 2012 the Company’s Board of Directors decided to maintain the corporate office
of General Manager until completion of the current financial restructuring process. The person
appointed to cover the role of General Manager is Mr Ezio Cristetti.
(I) Meets the requirements set forth in Article 148, paragraph 3 of Legislative
Decree no. 58/98 and in the Corporate Governance Code for Listed Companies in order to qualify as
independent.
