Governance

Board of Directors

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
Guido de Vivo

 

 

Directors Vincenzo Santelia

 

Chiara Damiana Maria Burberi

 

Michaela Castelli (*)

 

Mauro Pretolani

 

Luca Rossetto

  Francesca Fiore
  Harald Rosch
  Mauro Del Rio
   
   
Board of Statutory Auditors  
 
   
Chairman Enrico Cervellera
   
Acting Auditors Vincenzo Ciruzzi
  Andrea Vasapolli
   
Alternate Auditors Marco Benvenuto Lovati
  Maurizio Michele Eugenio Gili 
   
   
Common representative of savings Shareholders Stella d'Atri
   
General Manager Ezio Cristetti
   
   
Manager responsible for preparation of the financial statements Massimo Cristofori
   
Independent Auditors PricewaterhouseCoopers
   

 

(*) Appointed by the Shareholders Meeting on July 25th 2013, replacing Dr. Paul Douek, who resigned on April 29th 2013

Last Update: Tue 23 Oct 2012 | 11:00 AM