Governance Information • Mar 31, 2021
Governance Information
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Corporate governance and ownership structure report - FY 2020
In accordance with Article 123-bis of the CFA Traditional Administration and Control Model
Approved by the Board of Directors on March 15, 2021
Issuer: Aeroporto Guglielmo Marconi di Bologna S.p.A. Website: www.airport-bologna.it
| GLOSSARY |
4 | |
|---|---|---|
| 1. | ISSUER PROFILE | 6 |
| 2. | OWNERSHIP STRUCTURE |
9 |
| a) | Share capital structure 9 | |
| b) | Restrictions on the transfer of securities 9 | |
| c) | Significant shareholdings 9 | |
| d) | Securities granting special rights10 | |
| e) | Employee share schemes: voting rights mechanism10 | |
| f) | Restrictions on voting rights10 | |
| g) | Agreements between shareholders 10 | |
| h) | Change of control clauses and statutory provisions concerning takeover bids 14 | |
| i) | Powers to increase share capital and authorisation to purchase treasury shares14 | |
| j) | Management and co-ordination 15 | |
| k) | Indemnity in the case of resignation or dismissal15 | |
| 3. | COMPLIANCE |
15 |
| 4. | BOARD OF DIRECTORS |
17 |
| 4.1 Appointment and replacement17 | ||
| 4.2 Composition21 | ||
| 4.3 Role of the Board of Directors26 | ||
| 4.4 Executive Boards 29 Chairperson of the Board of Directors29 |
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| Chief Executive Officers30 | ||
| Reporting to the Board 37 | ||
| 4.5 Other executive directors37 | ||
| 4.6 Independent Directors 37 | ||
| 4.7 Lead independent director38 | ||
| 5. | PROCESSING OF CORPORATE INFORMATION | 38 |
| 6. | INTERNAL COMMITTEES | 39 |
| 8. | REMUNERATION COMMITTEE 40 |
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|---|---|---|
| 9. | REMUNERATION OF GROUP DIRECTORS AND SENIOR MANAGEMENT 41 |
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| 10.CONTROL AND RISKS COMMITTEE 42 |
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| 11.INTERNAL CONTROL SYSTEM 44 |
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| 11.1 | Executive director in charge of the internal control and risk management system49 | |
| 11.2 | Internal audit manager 51 | |
| 11.3 | Organisational Model as per Legislative Decree 231/2001 and the conduct code53 | |
| 11.4 | Independent Audit Firm56 | |
| 11.5 | Officer in charge of preparing the corporate accounting documents56 | |
| 11.6 | Co-ordination of the parties involved in the internal control and risk management system 58 |
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| 12. DIRECTORS INTERESTS AND RELATED PARTY TRANSACTIONS 58 |
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| 13. APPOINTMENT OF STATUTORY AUDITORS 61 |
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| 14. COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS 62 |
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| 15. RELATIONS WITH SHAREHOLDERS 66 |
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| 16. SHAREHOLDERS' MEETINGS 66 |
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| 17. ADDITIONAL CORPORATE GOVERNANCE PRACTICES 68 |
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| 18. CHANGES SUBSEQUENT TO THE YEAR-END 68 |
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| 19. CONSIDERATIONS ON THE LETTER OF DECEMBER 22, 2020 OF THE CHAIRMAN OF THE | ||
| CORPORATE GOVERNANCE COMMITTEE 68 |
| SUMMARY TABLES 70 |
|---|
| TABLE 1 – OWNERSHIP STRUCTURE |
| TABLE 2 – STRUCTURE OF THE BOARD OF DIRECTORS AND OF THE COMMITTEES AT DECEMBER 31, 2020 |
| TABLE 3- STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT DECEMBER 31, 2020 |
Aeroporto di Bologna or AdB or the Issuer or the Company: Aeroporto Guglielmo Marconi di Bologna S.p.A., with registered office in Bologna, Via Triumvirato 84.
Code/Self-Governance Code: the Self-Governance Code of listed companies approved in July 2018 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confindustria.
Corporate Governance Code: the Corporate Governance Code for listed companies approved in July 2018 by the Corporate Governance Committee.
Civil Code/C.C.: the Civil Code
Board or the Board of Directors: the Board of Directors of the Issuer.
Year: the financial year to which the Report refers.
Group: collectively, the Issuer and the subsidiaries as per Article 93 of the Consolidated Finance Act.
MTA: Mercato Telematico Azionario (Italian Stock Exchange) organised and managed by Borsa Italiana S.p.A.
Consob Issuers' Regulation: the Regulation issued by Consob with motion No. 11971 of 1999 (as subsequently amended) regarding issuers.
Consob Market Regulation: the Market Regulations issued by Consob Resolution No. 20249 of 2017.
Consob Related Parties Regulation: the Regulation issued by Consob with motion No. 17221 of March 12, 2012 (as subsequently amended) regarding related party transactions.
Report: the present corporate governance and ownership structure report which the company must prepare as per Art. 123-bis CFA.
CFA or Consolidated Finance Act: Legislative Decree No. 58 of February 24, 1998 and subsequent amendments and supplements.
This Report, comparing the Issuers' corporate governance system against the recommendations of the Self-Governance Code for Listed companies, was drawn up as per article IA.1.1.1.11 of the Instructions to the Regulation for the markets organised and managed by Borsa Italiana S.p.A., according to the corporate governance and ownership structure report format required of issuers listed on regulated markets as per Article 123-bis of the CFA, in Borsa Italiana S.p.A.'s edition published in January 2019 (VIII edition).
This Report reflects the corporate governance and ownership structure system of the Issuer as at December 31, 2020, referring also to subsequent events until the approval date.
By way of introduction, it is certainly necessary to recall that the year 2020 was strongly characterized by the global spread of COVID-19, which has been defined by Italy's emergency health legislation as an exceptional and unforeseeable event ("force majeure"), resulting in serious economic upheaval pursuant to Article 107 of the EU Treaty.
The direct impact on the global economy and specifically on the aviation sector continues to be significant. After a brief summer lull, the pandemic will most certainly impact 2021. As such, the outcome of vaccination programs plays a key role in the Group's prospects for recovery in the medium term. However, while the recent approval of the first vaccines has raised hopes of a turnaround by the end of 2021, new waves and variants of the virus raise further concerns for the future.
Although financial markets remain sensitive to the evolving pandemic, the optimism of operators in Italy and abroad in recent months has been boosted significantly by the excellent stimulus measures introduced by governments and central banks across all the major economies, as well as the resolved uncertainty surrounding the presidential elections in the United States. The spread between ten-year Italian and German government bonds remains at levels lower than those observed before the pandemic.
Against this backdrop, the International Monetary Fund expects the global economy to grow by 5.5% in 2021 and by 4.2% in 2022. The forecast for 2021 has been revised upwards by 0.3 percentage points compared to the previous forecast, due in part to the pursuit of vaccination programmes and the additional political and economic-financial support provided in some large economies.
In the Eurozone, where the OECD estimates that GDP fell by 7.5% in 2020 compared to 2019 (-4.2% on a global scale), the pandemic is expected to have a more prolonged impact on economic activity and prices than previously assumed. In fact, the OECD estimates a modest rebound of +3.6% in 2021, below the world average (+ +4.2%). The European Central Bank Governing Council consequently broadened and lengthened its monetary stimulus to ensure favourable financial conditions for all sectors for as long as necessary, in order to ensure full support for the economy and inflation.
In Italy, higher-than-expected growth in the third quarter indicates the country's significant ability to recover. As in other countries in the Eurozone, the second wave of the pandemic resulted in yet another reduction in gross domestic product in the fourth quarter. According to the Bank of Italy, on the basis of the indicators available, this drop is currently estimated to be around 3.5%, with a more pronounced decline in the services sector and a more marginal decline in the manufacturing sector.
Consumer price changes remained negative, reflecting overall performance in the service sectors most affected by the crisis, which continue to suffer from a lack of demand. The inflation expectations of analysts and companies remain modest for the coming twelve months.
The Bank of Italy confirmed last July's forecast relating to the fall in GDP in 2020, which was estimated to be just under 10%, but has updated its forecast with regard to the timeframe and magnitude of recovery. The latest forecasts for 2021 to 2023 are based on the assumption that (i) the pandemic will be gradually brought under control in the first half of 2021 and entirely resolved by 2022, (ii) decisive governmental support will continue, aided by funds made available under the New Generation EU initiative, and, finally, that (iii) monetary policy will ensure the maintenance of favourable financial conditions throughout the period, as envisaged by the Governing Council of the ECB.
These assumptions suggest that GDP will begin to grow significantly in the spring of 2021, with an expansion of 3.5% in 2021, 3.8% in 2022, and 2.3% in 2023, at which point GDP will have recovered to the levels recorded prior to the pandemic. Investments will resume growing at a rapid pace, benefiting from the stimulus measures, and exports will recover significantly. The recovery of previous consumption levels will instead be more gradual, with only a partial reversal of the increased propensity to save observed since the onset of the pandemic. Inflation will also remain low during 2021, before gradually rising between 2022 and 2023. (Source: Economic Bulletin, Bank of Italy, January 2021).
Aeroporto di Bologna is the full manager under the forty-year concession governed by Convention No. 98 of July 12, 2004 and subsequent additional instruments between ENAC and the company, all approved with effect from December 28, 2004 through inter-ministerial decree of the Ministry for Infrastructure and Transport and the Ministry for the Economy and Finance of March 15, 2006. In consideration of the drop in traffic at Italian airports as a result of the COVID-19 emergency and the containment measures adopted by the State and the regions in order to contain the consequent economic impacts, the duration of the concessions for the management and development of airport activities in progress at the date of entry into force of Law No. 77 of July 17, 2020, which converted Article 102, paragraph 1-bis of Legislative Decree No. 34 of May 19 ("Relaunch Decree"). Aeroporto Guglielmo Marconi di Bologna is, as of 31.12.2020, a year strongly impacted by the pandemic crisis, the eighth largest Italian airport in terms of passenger traffic and the fourth in terms of cargo traffic, and is considered under Article 1, paragraph 2 of Presidential Decree No. 201 of September 17, 2015 ("National Airports Plan") as a strategic airport for the Central-North region, together with the Florence-Pisa airport system.
The airport, with airport infrastructure serving short, medium and long-haul flights on a 24/7 basis and an upgraded passenger terminal and cutting-edge security and environmental protection technology, provides passengers with a welcoming and stimulating environment, improving their travel experience and opening up an extensive connection network, while creating value for the country's economy and facilitating the international expansion of businesses within the user basin and, at the same time, providing access to the region from most countries in Europe and across the world to the collective benefit of all.
Group operations break down into two main areas: (i) the management, development and maintenance of airport infrastructure for aviation operations and the provision of services to passengers and users and airport operators (aviation operations); and (ii) the management and development of Group commercial areas and activities at the airport (commercial areas, offices, operating bases, parking, ticketing, advertising spaces) and the provision of commercial services to passengers and airport users (non-aviation operations).
In terms of aviation activity, 107 destinations were directly reachable from Bologna in 2020, a significant decrease compared to 2019, when there were 120, due to the effects of the pandemic. Despite the dramatic drop in passengers for all major Bologna airport destinations due to the COVID-19 health emergency, it's worth highlighting the solidity of the traffic mix: the main routes act both as hubs for the traditional carriers (legacy carriers) and as point to point destinations for the low-cost carriers.
In 2020, Ryanair is confirmed as the largest airline at the airport with 53.8% of total traffic, followed by Wizz Air and Alitalia. This is followed by the main European legacy airlines (Air France, British Airways, KLM and Lufthansa) and, finally, Turkish Airlines and Emirates are among the top ten carriers operating at the airport, confirming, also in this profoundly changed environment, the wide and diversified range of carriers operating at Bologna airport. In terms of non-aviation operations, the Group manages a commercial area of approx. 4,400 square meters at the passenger terminal, with (in 2020) 41 duty free, food & beverage and retail sales points, featuring internationally recognised and regional brands and some of the leading retail and local, national and international catering options. Around 5,300 parking spaces are also available at the airport, with the Group managing - both directly and through a concession holder - the sale of inside and outside advertising space. The Group's non-aviation operations also include the management of the "Marconi Business Lounge" VIP lounge, the provision of premium services to top flyer and business passengers and the sub-concession of offices, warehouses, technical service spaces and hangars, covering a total area of approx. 90,000 meters.
The Group, in view of the particular characteristics of the individual business areas, has drawn up the following strategies:
Finally, the company may consider - where appropriate opportunities in line with its strategy present - possible acquisition-led growth or strategic agreements.
The motions of the Shareholders' Meeting, legally constituted and representing the will of shareholders, taken in compliance with law and the By-Laws, bind all Shareholders, even those absent or dissenting. Both the Ordinary and Extraordinary Shareholders' Meetings are validly constituted and decide by the legally-established majorities and other requirements. The Extraordinary Shareholders' Meeting motions concerning share capital increases and any other By-Law changes are adopted by a majority of at least two-thirds of the share capital, both in first and second call.
The company has adopted a traditional administration and control model, comprising the Board of Directors, the Board of Statutory Auditors and an auditor or an auditing firm.
The Board of Directors is invested with all powers of ordinary and extraordinary administration and therefore plays a central governance system role.
The Board of Statutory Auditors supervises compliance with law and the By-Laws and oversees management control.
Accounting control is assigned to an auditing firm elected by the Shareholders' Meeting.
The following report explores the main aspects of the functioning, composition and duties of the afore-mentioned corporate boards.
The Issuer is defined as an SME pursuant to Article 1, paragraph 1, letter w-quater.1) of the CFA and Article 2-ter of the Consob Issuers' Regulation. On December 21, 2018, the company provided information on the SME status to Consob, indicating the capitalisation and revenue figures, as prescribed by Resolution No. 20621 of October 10, 2018. The table below reports The Issuer's average capitalisation and consolidated revenues at December 31, 2019 and December 31, 2020 respectively:
| Average capitalisation* | Consolidated revenues | |
|---|---|---|
| 2019 | 428,782,972 | 108,714,325 |
| 2020 | 306,636,061 | 38,076,878 |
* average capitalisation in the year based on closing prices
The issuer is included among SMESs in the list updated by Consob.
At the Reporting date, the share capital amounted to Euro 90,314,162 and was fully paid-in, representing 36,125,665 ordinary shares without nominal value.
| SHARE CAPITAL STRUCTURE | |||||
|---|---|---|---|---|---|
| No. of shares |
% of share capital |
Listed/non listed |
Rights and obligations | ||
| Ordinary shares |
36,125,665 | 100% | Listed | The shares are to bearer, with one vote at the ordinary and extraordinary shareholders' meetings of the Company attached according to law and the by-laws, in addition to further statutory administrative and equity rights for shares with voting rights. |
The Issuer has not issued other share categories at the Reporting date, nor convertible financial instruments exchangeable for shares. The Company has not undertaken share capital increases in service of share-based incentive plans.
The By-Laws in force at the Reporting date do not stipulate restrictions on the transfer of the shares or of other property rights upon them.
At December 31, 2020, shareholders possessing more than 3% of the subscribed share capital, represented by shares with voting rights, according to the shareholders' register and other available information, are presented in the following table:
| SIGNIFICANT SHAREHOLDINGS | |||||
|---|---|---|---|---|---|
| Shareholder | Direct shareholder | Number of shares |
% of ordinary share capital |
% of voting share capital |
| Bologna Chamber of Commerce |
Bologna Chamber of Commerce |
14,124,377 | 39.10% | 39.10% |
|---|---|---|---|---|
| Edizione S.r.l. | Atlantia S.p.A. | 10,613,628 | 29.38% | 29.38% |
| F2I Fondi Italiani per le | 2I Aeroporti S.p.A. | 2,425,700 | 6.71% | 6.71% |
| Infrastrutture SGR S.p.A. | SAGAT S.p.A. | 1,183,643 | 3.28% | 3.28% |
| Municipality of Bologna | Municipality of Bologna |
1,400,590 | 3.88% | 3.88% |
The Issuer has not issued shares which confer special controlling rights. The By-Laws do not provide for shares with the right to more than one vote.
The Issuer has not adopted any employee share ownership scheme.
There are no restrictions on ordinary share voting rights. The Issuer has exclusively issued ordinary shares.
On June 5, 2018, a shareholder agreement was signed between the Bologna Chamber of Commerce (the "Bologna Chamber of Commerce"), the Municipality of Bologna, the Metropolitan City of Bologna, the Region of Emilia-Romagna, the Modena Chamber of Commerce (the "Modena Chamber of Commerce"), the Ferrara Chamber of Commerce (the "Ferrara Chamber of Commerce"), the Reggio Emilia Chamber of Commerce (the "Reggio Emilia Chamber of Commerce") and the Parma Chamber of Commerce (the "Parma Chamber of Commerce") (collectively the "Public Shareholders"), as shareholders of the Issuer (the "Shareholder Agreement"). This Shareholder Agreement is a relevant agreement as per Article 122 of the CFA, became effective on the same date, that is June 5, 2018 and was published on June 9, 2018.
The objective of the Shareholder Agreement, subject to compliance with the provisions of the 2015 Stability Law concerning the restructuring of the companies and shareholdings of public bodies, is to ensure, on the one hand, the maintenance of the minimum holding of public shareholders of 20%, as established by the Company's By-Laws in compliance with Article 4 of Ministerial Decree No. 521 of November 12, 1997, and, on the other, to guarantee, through the Bologna Chamber of Commerce, the strategic focus and stability of the Company.
In particular, with the Shareholders' Agreement, the Public Shareholders:
(a) are required to vote with regards to all Shares held by each for the duration of the Shareholders' Agreement according to the rules of the Shareholders' Agreement (as outlined below). The table below presents the percentage holding of each Public Shareholder at December 31, 2020 and the number of voting rights related to the shares corresponding to the share capital percentage. The table incorporates the update following the purchase by the Bologna Chamber of Commerce of 565,500 shares in the Company on January 31, 2020.
| Public shareholders | No. of votes conferred to Voting Block |
% share capital of AdB |
|---|---|---|
| Bologna Chamber of Commerce | 14,124,377 | 39.10% |
| Municipality of Bologna | 1,400,590 | 3.88% |
| Metropolitan City of Bologna | 836,201 | 2.31% |
| Region of Emilia-Romagna | 735,655 | 2.04% |
| Modena Chamber of Commerce | 107,637 | 0.30% |
| Ferrara Chamber of Commerce | 80,827 | 0.22% |
| Reggio Emilia Chamber of Commerce | 55,115 | 0.15% |
| Parma Chamber of Commerce | 40,568 | 0.11% |
| Total | 16,815,470 | 46.54% |
(b) have committed to refrain from transferring the shares corresponding to the share capital percentages indicated below, as updated following the issue and allocation on September 9, 2016 of the bonus shares on IPO (as announced by the Company on January 3, 2017) (the "Blocked Shares"):
| Public shareholders | No. of voting rights conferred to the Blocking Agreement |
% share capital of the company |
|---|---|---|
| Bologna Chamber of Commerce | 13,558,877 | 37.53% |
| Municipality of Bologna | 1,389,046 | 3.85% |
| Metropolitan City of Bologna | 829,309 | 2.30% |
| Region of Emilia-Romagna | 729,592 | 2.02% |
| Modena Chamber of Commerce | 30,157 | 0.08% |
| Ferrara Chamber of Commerce | 22,645 | 0.06% |
| Reggio Emilia Chamber of Commerce | 15,442 | 0.04% |
| Parma Chamber of Commerce | 11,366 | 0.03% |
| Total | 16,586,434 | 45.91% |
The Shareholder Agreement establishes, in addition, an Agreement Committee undertaking the following functions: (a) the drawing up of the slates for the appointment of the Board of Directors and/or of the Board of Statutory Auditors in accordance with the Shareholder Agreement; (b) deciding on how to vote on motions at the Extraordinary Shareholders' Meeting of the company regarding the following matters: (i) By-Law amendments, (ii) share capital increases and (iii) mergers and/or spin-offs; and (c) consultation on possible By-Law changes in adjustment to regulatory requirements.
The Committee comprises the following 5 members: (i) the pro tempore legal representative of the Bologna Chamber of Commerce, assigned 6 votes; (ii) the pro tempore legal representative of the Municipality of Bologna, assigned 2 votes; (iii) the pro tempore legal representative of the Metropolitan City of Bologna, assigned 1 vote; (iv) the pro tempore legal representative of the Region of Emilia-Romagna, assigned 1 vote; and (v) a party jointly appointed by the Modena Chamber of Commerce, the Ferrara Chamber of Commerce, the Reggio Emilia Chamber of Commerce and by the Parma Chamber of Commerce, assigned 1 vote. The Committee remains in office for the full duration of the Shareholders' Agreement.
The Committee meets at least seven days before (a) the deadline for the presentation of slates for the appointment of the Board of Directors and/or the Board of Statutory Auditors of the company; and (b) the call date of each Extraordinary Shareholders' Meeting of the company concerning any of the following matters: (i) By-Law amendments, (ii) share capital increases and (iii) mergers and/or spin-offs. The Committee in addition meets whenever one or more members requests such.
The Committee is chaired by a Chairman or, in his/her absence, the eldest member of the Committee. The pro tempore legal representative of the Bologna Chamber of Commerce acts as Chairperson. The Chairperson has the following duties: (a) the calling and chairing of the Committee, proposing the agenda; (b) presenting to the company the slates for the election of members of the Board of Directors and/or of the Board of Statutory Auditors; (c) completing the documentation for the Shares conferred to the Shareholder Agreement and any updating and amendments; and (d) all activities assigned to him/her by the Committee and by the Shareholder Agreement.
The head of the company's legal offices is appointed as the Agreement's secretary, undertaking the operational-executive duties required for the correct functioning of the voting agreement.
With regards to the content of the voting obligations:
a) for the full duration of the Shareholders' Agreement the Public Shareholders have committed to appoint the members of the Board of Directors of the company comprising 9 directors - as follows (i) 4 directors designated by the Bologna Chamber of Commerce, to be presented in the slate for the election of the Board of Directors with numbers 1, 2, 5 and 6, (ii) 1 director designated jointly by the Municipality of Bologna and the Metropolitan City of Bologna, to be presented in the slate at number 3 and (iii) 1 director designated by the Region of Emilia-Romagna, to be presented in the slate at number 4. The remaining 3 directors are elected by the minority in accordance with the By-Laws. For these purposes, the candidates are designated by the Committee at least 7 days before the deadline for the presentation of slates for the appointment of the Board of Directors, in compliance with the applicable regulations regarding independence and gender balance. The slate shall be presented to the company by the Chairperson, in the name of and in behalf of all the Public Shareholders;
With regards to the content of the refrain from sale obligation, the Public Shareholders have committed to (the "Non-transferability Restriction"):
a) to not undertake sale or placement transactions or any other disposals, under any guise and in any form, (including, entirely for example purposes and not to be considered exhaustive, donations, conferments to companies) concerning or resulting in, directly or indirectly, the assignment or transfer to third parties (including the placing in trust or the conferment of a trustee mandate) of the Blocked Shares or of other financial instruments, including equity instruments, assigning the right to purchase, subscribe, convert into, or exchange with, Blocked Shares;
The Non-transferability Restriction may be lifted only where one of the transactions indicated above is undertaken between Public Shareholders or in favour of other public entities or consortiums established by public entities or private companies, also as consortiums, controlled, including those jointly constituted, by public entities. Transfers of the Blocked Shares, undertaken in any form, shall be permitted only on the condition that the assignee, by the date of the transfer made in its favour, has joined this Shareholder Agreement, accepting it in written form and committing the Blocked Shares to the Blocking Agreement. The Nontransferability Restriction may be also lifted where concerning rights as per Article 2441 of the Civil Code which the Public Shareholders do not intend to exercise, subject to the condition that, in any case, the total number of Blocked Shares may not be less than 20% of the company's share capital.
The Public Shareholders in violation of the Non-transferability Restriction on the Blocked Shares are also held to pay, in the form of penalty, an amount equating to double the value of the deal executed. The amounts paid as penalty shall be broken down among the noncompliant Public Shareholders in proportion to the number of Blocked Shares held by each. Furthermore, each of the compliant Public Shareholders shall have the right to request the resolution of the Shareholders' Agreement against those not in compliance.
The Shareholder Agreement runs from the last date of the Parties' subscription, or June 5, 2018, up to its third anniversary and is governed by Italian law. All commitments under the Shareholder' Agreement are undertaken by the Public Shareholders separately and without joint liability. Any disputes are handled in accordance with the Civil Code and assigned to a designated arbitrator, on the application of the most diligent Public Shareholder, by the President of the Bologna Court. Arbitration proceedings shall be held in Bologna. For those matters which may not be dealt with in arbitration, the Bologna Court shall have exclusive jurisdiction.
The Issuer and its subsidiaries have not signed significant agreements that are effective, or could be modified or void in the case of a change in control of the contracting company.
The company By-Laws in force at the Reporting date do not provide for exceptions to the applicability of Article 104, paragraphs 1 and 1-bis of the CFA, nor the application of the neutralisation rules under Article 104-bis, paragraphs 2 and 3 of the CFA.
The Board of Directors has not been granted powers to increase the share capital in accordance with Article 2443 of the Civil Code, nor to issue equity financial instruments.
The Shareholders' Meeting of the company has not authorised the acquisition of treasury shares in accordance with Articles 2357 and subsequent of the Civil Code.
The company is not subject to management and co-ordination pursuant to Article 2497 and subsequent of the Civil Code.
In accordance with Article 2497-bis of the Civil Code, the direct Italian subsidiaries of the Issuer (TAG Bologna S.r.l. and Fast Freight Marconi S.p.A.) have identified the latter as the party exercising management and co-ordination over their activities.
The Issuer has concluded agreements with the sole Chief Executive Officer and the General Manager Nazareno Ventola providing for indemnity in the case of dismissal without just cause or the termination of employment following a public purchase offer. In particular, this indemnity arises in the case of the early conclusion of employment as General Manager and is equal to two years gross annual salary, each calculated as the Gross Annual Remuneration at the date of resolution of employment, plus one-half of the last three-year period as the annual variable bonus and long-term incentive. The awarding of the indemnity is not linked to performance parameters. The right to the indemnity matures where employment is resolved by the company - also as part of a collective dismissal - for objective reasons, or technical, organisational and productive reasons, including restructurings, reorganisations, reconversions, including in the case of crisis or admission to receivership proceedings, the discontinuation of the role of General Manager or for reasons or fault owing to the General Manager not qualifying as a just cause for the conclusion of employment with immediate effect, and independently of whether there exists just cause or otherwise.
The information required by Article 123-bis, paragraph 1, letter l) is provided in the section of this Report covering the appointment and replacement of directors (Section 4.1).
The company has aligned its corporate governance system with the Consolidated Finance Act and the Self-Governance Code, available to the public on the website of the Corporate Governance Committee at http:// https://www.borsaitaliana.it/borsaitaliana/regolamenti /corporategovernance/codice2018clean.pdf. In particular, the Issuer intends to implement Article 1 and the relative Application Criteria of the Self-Governance Code. At the Board of Directors meeting of May 15, 2015, the outcome of which holds true today, it was not considered necessary to appoint the Appointments Committee provided for in Article 5 of the Self-Governance Code, in view of the slate voting mechanism established by the By-Laws which leaves the proposal of candidates for the Board of Directors to shareholders. Where appropriate, additional differences from the Code's recommendations are indicated below.
With regards to the adoption of the Self-Governance Code, the company's By-Laws:
(i) incorporate the provisions of Legislative Decree 27/2010 implementing Directive 2007/36/EC, of Legislative Decree 91/2012, which supplemented and amended Legislative Decree 27/2010 and Legislative Decree 25/2016 implemented by Directive 2013/50/EU, laying down the rules for the exercise of certain rights of shareholders of listed companies;
With regards to the slate voting mechanism for the election of statutory auditors:
In addition, the Board of Directors on May 15, 2015 appointed the Chief Financial Officer Patrizia Muffato as Officer in charge as per Article 154-bis of the CFA and the Shareholders' Meeting of May 20, 2015 in addition approved the Shareholders' Meeting Regulation.
The key corporate governance documents of the Issuer are:
The Issuer and its strategic subsidiaries are not subject to laws in force outside Italy which affect the corporate governance structures of the Issuer.
The provisions regarding the composition and appointment of the Board of Directors are contained in Article 13 of the By-Laws.
The company is administrated by a Board of Directors comprising nine members, remaining in office for three financial years and may be re-elected.
The directors are appointed by the Shareholders' Meeting on the basis of slates presented by shareholders in which the candidates are listed by means of progressive numbering not exceeding the number of members to be elected.
Each slate may include at least three candidates considered independent in accordance with law, separately indicating these candidates.
The slates presenting a number of candidates equal to or greater than three should in addition include candidates of each gender, according to that indicated in the Shareholders' Meeting call notice, in order to ensure a Board of Directors composition which complies with the applicable gender equality regulation.
The slates should be filed at the registered office and published in accordance with the applicable regulation. Each shareholder may present or participate in the presentation of only one slate and each candidate may appear on only one slate at the risk of ineligibility. Only shareholders who, individually or together with other shareholders, possess the minimum holding established by Consob (for 2019 equal to 2.5%, as per Consob Motion no. 13 of January 24, 2019 and confirmed by Consob Motion no. 28 of January 30, 2020 and no. 44 of January 29, 2021) have the right to present slates. The declarations of the individual candidates, in which they accept their candidacies and certify, in good faith, the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law and the By-Laws for their respective offices, must be lodged together with each slate. The appointed Directors should communicate without delay to the Board of Directors where no longer meeting the above requirements, in addition to the arising of reasons for ineligibility or incompatibility. Those with voting rights may vote on only one slate.
The procedure for electing the Directors shall be as follows:
gender with the penultimate number of votes and thereafter proceeding, where necessary, to the candidate above.
Slate voting is applied only in the case of the renewal of the entire Board of Directors.
Should one or more Directors resign during the year, they shall be replaced in accordance with Article 2386 of the Civil Code. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In any case, the replacement of departing Directors is made by the Board of Directors, ensuring the presence of the necessary number of Directors considered independent in accordance with law, while guaranteeing compliance with the gender equality regulation.
As per Article 14 of the By-Laws, the Board of Directors, where not undertaken by the shareholders' meeting, shall elect one of its members as chairperson. It may elect a vice chairperson, who shall stand in for the chairperson in the event of his or her unavailability.
The Directors are elected for a period of not greater than three financial years and until the date of the Shareholders' Meeting for the approval of the financial statements for the last year of their appointment.
In accordance with Decree Law No. 293 of May 16, 1994, converted into law with modifications by Article 1, paragraph 1, Law No. 444 of July 15, 1994, where the Board of Directors is not renewed at the above-indicated conclusion of office, the mandate of the Board of Directors is considered as extended for not more than forty-five days, from the date of the Shareholders' Meeting called to approve the Financial Statements. For the entirety of the extension period, the Board of Directors may exclusively execute acts of ordinary administration, in addition to urgent and non-deferrable acts, with specific indication of the reasons of urgency and non-deferability.
Directors are eligible for re-election. Where a majority of the Board of Directors are no longer in office, the entire Board is considered as lapsed and the Shareholders' Meeting should be called without delay by the directors remaining in office for its reconstitution, in accordance with Article 2386 of the Civil Code.
Article 20 of the By-Laws establishes that the Board of Directors may assign its powers, within the limits set out in Article 2381 of the Civil Code and as per Article 20.4 of the By-Laws, to one or more of its members and/or to an executive committee, establishing the content, limits and any means for the exercise of such powers. Upon the proposal of the Chairperson and in agreement with the Chief Executive Officer, the Board may delegate powers to its members for single acts or classes of acts. Within the limits of the authority conferred, the delegated boards shall have the power to delegate single acts or classes of acts to employees of the company or to third parties, authorising sub-delegation. The Board of Directors may in addition appoint a General Manager, establishing his/her duties and powers. In any case, motions concerning the following matters, in addition to the legally reserved decisions, are within the exclusive scope of the Board of Directors: (i) the acquisition and disposal of equity investments for an amount in excess of Euro 500,000; (ii) the purchase and/or sale of property and/or businesses and/or business units for an amount in excess of Euro 500,000 (iii) the issue of mortgages, liens, sureties and/or other secured or unsecured guarantees for an amount in excess of Euro 500,000; (iv) the appointment of directors of subsidiaries and/or investees; (v) participation in tenders and/or public procedures requiring the undertaking of contractual obligations in excess of Euro 5,000,000.
The Board of Directors in office at the reporting date assessed at the meeting of February 20, 2017 whether to adopt a succession plan, deciding to request the Control and Risks Committee to carry out investigative work for the drawing up of a procedural proposal in this regard, having met also with expert consultants and reserving within its scope the adoption of the relative motions. On March 12, 2018, the Control and Risks Committee assessed the matter and submitted to the Board of Directors, which approved such on March 15, 2018, the following guidelines, which remain in place:
In cases of urgency (i.e. where the CEO is for any reason not in a position to act), the Board of Directors establishes the powers and duties to ensure ordinary and extraordinary management during the transition period. In particular, the Board of Directors:
(i) meets urgently for the internal appointment of an Executive Committee, comprising the Chairman and two members of the Board with consolidated operating and business experience; this Executive Committee is called on the one hand to carry out a proposal and management role regarding any corporate transactions which may not be postponed and, on the other, to guarantee the ordinary management and the operating decisionmaking normally within the scope of the CEO. The Executive Committee is assigned by the Board the same powers exercised by the CEO;
(ii) identifies within the Executive Committee a director to undertake a liaison role between the Committee and company structures and to manage external and internal communication, fulfilling also the role of FGIP in accordance with the regulation for the purposes of the inside information processing and circulation regulation; the Board may decide to assign a member of management to support this director in this role;
(iii) establishes whether to assign to operating management a temporary extension of ordinary operating powers, within the limits of the approved budget and according to company policies.
The Executive Committee as appointed above, with the support of a specialised consultancy firm designated by the former and, therefore, by the Remuneration Committee, assesses the candidatures (internal and external) and shall submit to the Board of Directors a restricted number of candidates for the final decision.
The Board of Directors, on conclusion of the process, shall co-opt in accordance with law the candidate considered most appropriate and shall approve the appointment and contractual and financial conditions in line with the immediate market, assigning adequate powers and operating duties.
In accordance with Article 13.1 of the By-Laws, the company is governed by a Board of Directors comprising nine members. In accordance with Article 13.2 of the By-Laws, the directors are appointed for a period of up to three financial years; the members of the Board of Directors may be re-elected.
The Board of Directors of the Issuer in place at December 31, 2020 was appointed by the Shareholders' Meeting of the Issuer of April 29, 2019, with effect until the approval of the 2021 Annual Accounts. On October 12, 2020, following the resignation of the Director Gennarino Tozzi, the Director Giovanni Cavallaro was co-opted and effective until the approval of the 2020 Annual Accounts, pending appointment by the Shareholders' Meeting.
| Name and Surname |
Office | Place and date of birth | Executive/Non Executive Director |
|---|---|---|---|
| Enrico Postacchini | Chairperson | Bologna, July 17, 1958 | Non-executive |
| Nazareno Ventola | Chief Executive Officer |
Rome, June 13, 1966 | Executive |
| Silvia Giannini | Director | Ferrara, December 11, 1952 | Non-Executive and Independent |
| Eugenio Sidoli | Director | Reggio Emilia, February 2, 1964 | Non-Executive and Independent |
| Valerio Veronesi | Director | Bologna, September 21, 1958 | Non-executive |
| Giada Grandi | Director | Bologna, October 20, 1960 | Non-executive |
| Marco Troncone | Director | Naples, January 1, 1971 | Non-Executive and Independent * |
| Giovanni Cavallaro | Director | Cosenza, December 29, 1982 | Non-Executive and Independent |
| Laura Pascotto | Director | Cosenza, July 4, 1972 | Non-Executive and Independent |
Therefore, as at 31 December 2020, the Board was, and still is, composed as follows:
* Independent only according to the requirements of the CFA, and not the Self-Governance Code.
The composition of the Board of Directors complies with the regulatory provisions concerning listed companies in terms of the number of independent directors required as per Articles 147-ter, paragraph 4, and 148, paragraph 3 of the CFA.
Presented below is a short curriculum vitae of each director on the Board of Directors nominated by the Shareholders' AGM of April 29, 2019 and of directors subsequently coopted. These curriculum vitae indicate the expertise and experience developed by board members in the areas of business management and/or with regard to the sector in which the Issuer operates.
Enrico Postacchini: born in Bologna on July 17, 1958, graduating from the International Languages High School of Bologna and subsequently from the School of Interpreters and Translators; he is the Chief Executive Officer of Postacchini S.r.l. and is, among other roles, the Chairman of Confcommercio Ascom Bologna (since April 3, 2008), Chairman of Iscom Bologna (from June 2008), Chairman of Cedascom S.p.A. (from April 29, 2009), Chairman of Confcommercio Imprese per l'Italia (Emiglia-Romagna, from December 2015), and Member of the Board of Directors of AXICOMM S.r.l (from January 2012).
Nazareno Ventola - born in Rome on June 13, 1966. He graduated with honours in Chemical Engineering from the University of Trieste; he has undertaken specific training courses at the SDA Bocconi, MIT (Boston), London Business School and the University of Cranfield. He was appointed General Manager and Accountable Manager of the Issuer from May 2013 to July 2020; previously, after acting as Planning and Control Manager, he held the position of Strategy and Corporate Performance Management Director of the company, with involvement in the market strategy, quality, budgeting and planning and control. Before joining the Group, in 2000, he was a strategic planning analyst for Enitecnologie (ENI Group). Mr. Ventola is currently a member of the ACI World Governing Board and ACI Europe.
Silvia Giannini. Economist, educated at the University of Bologna (graduating in 1976) and at the University of Cambridge (UK). Professor of Finance at the University of Bologna since 1993, retired in 2016.
Author of numerous Italian and international publications on public finance issues, with particular reference to corporate and capital income taxation and to the problems of fiscal integration within the EU. She has participated in several research groups and working committees at the Ministry of Economy and Finance, the European Commission and other research centres and national and international institutions.
Independent Director of CIR SpA from April 2011 to February 2020 and, following the merger by incorporation of CIR SpA into Cofide SpA, from June 2020. Member of the Board of Directors of the Fondazione del Monte di Bologna e Ravenna (2019-2023 mandate). Member of the Association "Il Mulino", Bologna (since 2007) and since 2018 on the Board of the Association. Member of the Scientific Committee of the Bruno Visentini Foundation (since 2020). Since 2001, on the editorial board of www.lavoce.info.
Eugenio Sidoli: born in Reggio Emilia on February 2, 1964. After graduating in Business and Economics from the University of Parma in 1988, he began work as a Business Analyst. In 1993 he joined at Philip Morris International in Lausanne, in the role of Brand Manager. He has held various roles internationally (CEO of Philip Morris Serbia and Montenegro, Vice Chairman of the American Chamber of Commerce in Serbia and Montenegro, Chairman and CEO Philip Morris Spain). Since 2020, he has served as Chairman of Philip Morris Italy and Director and Vice Chairman of the American Chamber of Commerce in Italy, as well as Coordinator of Confindustria's Foreign Investors Advisory Board.
Valerio Veronesi: born in Bologna on September 21, 1958. He is the Sole Director and founder of Euroma Group S.r.l., and since 2018 has been Chairman of the Bologna Chamber of Commerce. He also holds the position of Chairman of the CNA (the Italian Confederation of Craft Trades and Small- and Medium-Sized Enterprises) of Bologna, and is Vice Chairman of the National CNA for small- and medium-sized enterprises. He is Vice Chairman of the Regional Union of the Emilia-Romagna Chambers of Commerce, and member of its Assembly of Chairpeople. He is Chairman of Sametica Srl and of Bologna Costruisce. Since March 2020 he has also been a member of the Board of the Censis Foundation.
Giada Grandi: born in Bologna on October 20, 1960, she graduated in Law in 1986 from the University of Bologna; she specialised in Administrative Law and Administration Science - Three-Year Specialist Course completed in 1989 and in Tax Law, graduating in 1993 from the Bologna University Legal Faculty Training Body. She currently holds, among others, the positions of Secretary General of the Bologna Chamber of Commerce, Director of Bologna Welcome S.r.l. and Infocamere S.c.p.a. - the IT consortium of the Italian Chambers of Commerce. She is also a Director of Tinexta and Chairperson of its Remuneration Committee, as well as Director of Borsa Merci Telematica Italiana S.c.p.a and of Sistema Camerale Servizi Scrl. Previously, among other roles, she was a member of the General Council Ente Autonomo Fiere Internazionali di Bologna, Director of Promobologna S.c.a.r.l., Director of CAAB, Director of Centergross, Director of the Alma Mater Foundation, Director of Tecnoinvestimenti S.r.l. (now Tinexta), where she was also the Chairperson of the Risks Committee; she was Vice Director (from March 1, 1990 to May 31, 1997) of the Social Security Authority of the Council of Ministers - Regional Administrative Court Emilia-Romagna, Bologna Office and Executive Member (from June 1, 1997 to April 2010) of the Bologna Chamber of Commerce.
Marco Troncone: born in Naples in 1971, graduated in Chemical Engineering from the Federico II University of Naples and obtained a Masters in Business Administration from the SDA Bocconi. In 2011, he was Strategic Planning and Relations Director with the BoD at Aeroporti di Roma where, in 2013, he became Planning, Financial and Control Director of Aeroporti di Roma. From 2018 to 2020 he held the position of Director of Coordination of the Airport Sector of Atlantia SpA. He is also a Director in companies of the Group including Airport Cleaning Srl, ADR Tel SpA and Pavimental SpA, as well as on Vice Chairman of the board of Aeroports de la Cote d'Azur s.a. and of its parent company Azzurra Aeroporti. Since 2020, he has been the Chief Executive Officer of the AdR Group. He previously covered professional roles, in Italy and abroad, in Sintonia S.A., A.T. Kearney and Technip Italy, gaining extensive experience in the area of strategy, corporate finance and infrastructures, with particular focus on airports.
Giovanni Cavallaro: born in Cosenza on December 29, 1982. He graduated with honors in Economics from the University of Tor Vergata in Rome. He also holds a master's degree in Industrial Economics of Transport and Networks from the Toulouse School of Economics and a specialization in Air Transport management from Cranfield University. In 2011, he became Head of Corporate Development and Strategic Planning of Aeroporti di Roma. From 2016 to 2020 he held the role of Head of Business Development and Airport Infrastructure Management for the Atlantia Group, working on specific M&A issues of the various airports in which the group holds an interest in France, UK, Russia, Chile and India. From June 2020 he returned to Aeroporti di Roma, with responsibility for Strategic Planning and Regulation. He holds the position of Director in the company Azzurra Aeroporti Sp.A.
Laura Pascotto: - born on July 4, 1972 in Cosenza. She graduated with honours in Economics and Commerce from the LUISS Guido Carli University of Rome. Since 2007, she has been a Partner at Team Investimenti di F2i – Fondi Italiani per le Infrastrutture - SGR, focusing in particular on the airport sector. She is currently Chairperson of the Board of Directors of 2i Aeroporti S.p.A. and a member of the Boards of Directors of GESAC S.p.A., SAGAT S.p.A., SACBO S.p.A., F2i Ligantia S.p.A. (formerly F2i Aeroporti 2, the company that controls SOGEAAL S.p.A. which manages the Alghero airport), F2i Smeralda S.p.A., as well as Aeroporto FVG S.p.A. and GEASAR S.p.A. She was a director of Aeroporto di Firenze and other companies in the F2i portfolio. She holds the position of partner in Management Infrastrutture SS. Previously, she worked in the investment banking sector, initially with Lehman Brothers and thereafter at Mediocredito Centrale / Capitalia, undertaking M&A's, financial restructurings and share placements (among others the privatisation of Rome Airports).
* * *
For all members of the Board of Directors in office at December 31, 2020, the required verifications of good standing and professionalism under the applicable regulation were made. In particular, the members of the Board of Directors were in possession of the standing requirements1 under Article 148, paragraph 4 of the CFA and the Regulation adopted through decree of the Ministry of Justice No. 162 of March 30, 2000. The requirements of good standing and the absence of reasons for incompatibility and ineligibility of all Directors was verified - in 2019 - at the Board meeting of May 6, 2019.
In the meeting held on October 12, 2020, on the basis of the parameters and application criteria recommended by the Self-Governance Code, the Board of Directors verified that the Directors Silvia Giannini, Laura Pascotto, Eugenio Sidoli and the newly co-opted Director Giovanni Cavallaro complied with the independence requirements set out in Article 147-ter, paragraph 4, of the CFA and the Self-Governance Code. In relation to the non-executive Director Marco Troncone, he only meets the independence requirements set out in the CFA and not those set out in the Self-Governance Code.
None of the members of the Board of Directors are related as per Book I, Section V of the Civil Code with other members of the Board of Directors, nor with members of the Board of Statutory Auditors of the Issuer or executives and other parties holding strategic roles.
With reference to the composition of the Board of Directors in office at December 31, 2020, the Issuer confirms the board composition's compliance with the provisions of Article 147 quater of the CFA (previous to the amendment pursuant to Law no. 160 of December 27, 2019), as well as with Article 2.P.4 and Criterion 2.C.3, of the Self-Governance Code. Genderbalancing was successfully pursued, as well as the diversification of managerial and professional expertise, including of an international nature.
In order to align the composition of the Board of Directors with the provisions of the Self-Governance Code, in Article 13.3 of its By-Laws, the Issuer expressly provided that "Slates...omissis...must also include candidates of a different gender, as indicated in the Shareholders' Meeting call notice, in order to ensure a Board of Directors composition which complies with the applicable gender equality regulation.
With reference to expertise and age groups, despite the absence of specific policies, there is still a good balance which is reflected in the positive outcome of the assessment on the
1 Article 2 of the Decree of the Ministry of Justice No. 162 of March 30, 2000: 1. The office of Statutory Auditor of the companies identified by Article 1, paragraph 1 may not be held by those who: a) have been subject to the prevention measures imposed by the legal authorities as per Law No. 1423 of December 27, 1956, or by Law No. 575 of May 31, 1965 and subsequent amendments and supplements, except where discharged; b) have been convicted at the court of last instance, except where discharged: 1) involving imprisonment for one of the offenses under the rules governing banking, financial and insurance activities and the rules covering markets and financial instruments, tax affairs and payment instruments; 2) involving imprisonment for one of the offenses under section No. XI of book V of the Civil Code and royal Decree of March 16, 1942, No. 267; 3) involving imprisonment for a period of not less than six months for an offense against the public sector, public confidence, heritage, public order and public finances; 4) involving imprisonment for a period of not less than one year for any offense with criminal intent. 2. The position of Statutory Auditor at companies identified in Article 1, paragraph 1, may not be held by any persons upon which the penalties set out by paragraph 1, letter b) have been applied at the request of the parties, except in the case of the quashing of the offense.
Board's functioning which commenced on November 13, 2020 and ended on December 21, 2020 - an improvement compared to the previous year's result.
It should be noted that with regard to gender requirements for corporate bodies, Law no. 160 of December 27, 2019 (Budget Law 2020) amended articles 147-ter and 148 of the CFA, which extended the related obligations to six consecutive terms and increased the number of Directors and Statutory Auditors of the underrepresented gender who must be elected to Corporate Boards from 1/3 to 2/5. Previously-listed issuers are required to comply with these new quota provisions from the first Board re-election after the new provisions enter into force (i.e. after January 2020). The composition of the Corporate Boards of Aeroporto di Bologna reflected in this Report is therefore compliant with the regulations prior to the aforementioned legislative amendment, which was in force on the date of election of the Board. It should also be noted that, as a result of the aforementioned change in the duration of the legal obligation on gender balance and the mechanism for the automatic transposition of the regulations in force on the subject set out in the Company's By-Laws, Aeroporto di Bologna has not deemed it necessary to make any corrections to the gender balance provisions set out in its By-Laws aimed at ensuring compliance with the criteria, even after the expiry of the previous regulations, as recommended by the Self-Governance Code.
The Board of Directors has not defined the general criteria relating to the maximum number of offices of administration and control in other companies that may be considered compatible with the proper carrying out of their duties as directors of the company. However, the Board, where appropriate (including on the basis of self-assessment processes carried out annually) and on the basis of information received from the directors, carries out this verification mainly by using the following assessment criteria: (i) the role of the Director within the company (executive, non executive, independent, member of one or more committees); (ii) the nature and size of entities in which offices are held and the office of the Director within such entities (where, among others, concerning the corporate scope of the entity, the governance structure, the number of meetings that the director is required to attend on the basis of the role held at the entity, the duties assigned to the directors and any powers); (iii) whether such entities are part of the Group of the Issuer.
This position was confirmed by the Board of Directors after specific in-depth discussion in the meeting of December 21, 2020 during which it was highlighted that, no particular critical issues emerged from the outcome of the self-assessments carried out with regard to the maximum accumulation of offices, since the Board has always operated with high attendance ratios and by being fully informed when taking decisions.
On a regular basis, the Board of Directors holds informative sessions for Directors and Statutory Auditors on the main legal and regulatory provisions applicable to listed companies and on the obligations and responsibilities associated with listing on the stock exchange, in addition to specific regulatory issues, particularly the management of inside information. These sessions are undertaken on the assumption of office and following significant legislative changes.
More generally, The Board also holds specific informative sessions regarding corporate projects or those of particular value, including strategic value, especially concerning airport investments included or to be included in the airport development plans.
The Board does not consider it necessary to undertake programmes to provide the directors with knowledge upon the sector in which the Issuer operates, company dynamics and developments and company risks, as all Board members have gained considerable experience in the industrial and financial areas or in the segment of activity of the Issuer during the course of their professional activities, or have held long-term positions on the Board of Directors or the management team.
On November 13, 2020 an induction session was held on issues concerning, in particular selfassessment, as introduced by the new code issued by the Italian Corporate Governance Committee, which will be effective as from January 1, 2021 and to which the Issuer - listed on the Star Segment of the Italian Stock Exchange - will adhere, with a view to the continuous improvement of good governance practices.
On February 24, 2020, October 12, 2020, November 13, 2020 and, lastly, on December 7, 2020, in-depth sessions were held in relation to the 2016-2030 Airport Master Plan and its strategic revision following the Covid-19 pandemic, during which documentation was provided and commented on by management, also gathering comments and responding to requests for clarification from board members.
In accordance of Article 15 of the By-Laws, the Board of Directors meets at the place indicated in the call notice whenever the Chairperson or, in the case of his/her absence or impediment, the Vice Chairperson consider such necessary. The Board of Directors should also be called where written request is made by at least two directors to consider a specific matter considered of particular importance, concerning operations and which should be indicated in the request. Board meetings may also be held by means of telecommunication systems, provided that all participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered and, if applicable, to exchange documents; in such case, the Board of Directors shall be deemed held in the place where the Chairman is and where the Secretary must also be in order to allow the related minutes to be drawn up and signed. The Board shall normally be called at least five days before the date on which the meeting is to be held. In cases of urgency, this period may be shorter. The Board of Directors shall decide the procedures for convening its own meetings.
The Board of Directors also conducts its activities in line with the provisions of the Regulation on the functioning of the Board of Directors approved on February 21, 2018, which incorporates and integrates the contents of the By-Laws. On January 25, 2021, these Regulations were revised for necessary adjustments to the new Corporate Governance Code.
As per Article 16 of the By-Laws, the meetings of the Board of Directors are chaired by the chairperson or, in his/her absence or impediment, the vice chairperson, where appointed. If the latter is also absent, they shall be chaired by the eldest Director.
In accordance of Article 17 of the By-Laws, for the validity of the meetings of the Board of Directors a majority of its members in office are required to be present. Motions are adopted by an absolute majority of those present; in the case of a tie, the vote of the chair shall be decisive. The Board of Directors, in addition, approves the following matters with the favourable vote of two-thirds of Board members:
(c) proposal to increase the paid-in share capital
As per Article 19 of the By-Laws, the company is exclusively managed by the Directors, who carry out the necessary operations to achieve the corporate objects. In addition to exercising the powers assigned by law, the Board of Directors is also authorised to decide on: a) the opening and closing of secondary offices; (b) the indication of directors with representative powers; (c) the reduction of the share capital in the case of the withdrawal of one or more shareholders; (d) the amendment of the By-Laws in line with regulatory changes The delegated boards report in a prompt manner to the Board of Directors or to the Board of Statutory Auditors - or, in the absence of the delegated boards, the Directors report in a prompt manner to the Board of Statutory Auditors - at least quarterly and in any case at the Board meetings, on the activities undertaken, on the performance of the company and its prospects and on the main economic, financial and equity transactions, or the main transactions in terms of their size and significance, undertaken by the company and its subsidiaries; in particular, such persons report any transactions in which they have an interest, on their own account or on behalf of third parties, or that are influenced by the person, if any, who performs management and co-ordination activities, where existing. The Board of Directors appoints and withdraws the appointment of the officer in charge of preparing the corporate accounting documents, following consultation with the Board of Statutory Auditors. The officer in charge of preparing the corporate accounting documents should have comprehensive experience of at least three years in the exercise of: (a) management functions regarding the preparation and/or analysis and/or assessment and/or verification of corporate documents which present comparable accounting complexity as the company accounting documents; or (b) the auditing of accounts at companies with shares listed on Italian regulated markets or on those of other European Union countries.
Article 20 of the By-Laws establishes that the Board of Directors may assign, within the limits set out at Article 2381 of the Civil Code and as per Article 20.4 of the By-Laws, its powers to one or more of its members and/or to an executive committee, establishing the content, limits and any means for the exercise of such powers. Upon the proposal of the Chairperson and in agreement with the Chief Executive Officer, the Board may delegate powers to its members for single acts or classes of acts. Within the limits of the authority conferred, the delegated boards shall have the power to delegate single acts or classes of acts to employees of the Company or to third parties, authorising sub-delegation. The Board of Directors may in addition appoint a General Manager, establishing his/her duties and powers. In any case, motions concerning the following matters, in addition to the legally reserved decisions, are within the exclusive scope of the Board of Directors: (i) the acquisition and disposal of equity investments for an amount in excess of Euro 500,000; (ii) the purchase and/or sale of property and/or businesses and/or business units for an amount in excess of Euro 500,000 (iii) the issue of mortgages, liens, sureties and/or other secured or unsecured guarantees for an amount in excess of Euro 500,000; (iv) the appointment of directors of subsidiaries and/or investees; (v) participation in tenders and/or public procedures requiring the undertaking of contractual obligations in excess of Euro 5,000,000.
In accordance with Article 22 of the By-Laws, the members of the Board of Directors receive remuneration as decided by the Shareholders' Meeting. Once adopted, the motion shall apply during subsequent accounting periods until a shareholders' meeting determines otherwise. Remuneration paid to Directors to whom specific roles are allocated as per the By-Laws is fixed by the Board of Directors after consultation with the Board of Statutory Auditors.
Pursuant to Article 23 of the By-Laws, the Chairman of the Board of Directors is vested with the following powers: (i) powers to represent the company as per Article 21.1 of the By-Laws; (ii) the chairing of the Shareholders' Meeting in accordance with Article 11.1 of the By-Laws; (iii) the calling and chairing of the Board of Directors in accordance with Articles 15 and 16.1 of the By-Laws; he/she establishes the agenda, coordinates business and ensures that adequate information is provided on the matters on the agenda to all directors; (iv) verifies the implementation of the Board's motions.
With regards to the prior approval, by the Board, of transactions with related parties and/or transactions in which one or more directors have a personal or third party interest, reference should be made to Paragraph 11 below.
The Board of Directors in 2020 met on 11 occasions, with an average meeting duration of approximately 1 hour and 54 minutes.
| Name and Surname | Office | % attendance at Board of Directors' meetings |
|---|---|---|
| Enrico Postacchini | Chairperson | 100% |
| Nazareno Ventola | Chief Executive Officer |
100% |
| Silvia Giannini | Director | 100% |
| Eugenio Sidoli | Director | 91% |
| Valerio Veronesi | Director | 91% |
| Giada Grandi | Director | 91% |
| Marco Troncone | Director | 100% |
| Gennarino Tozzi | Director | 83%* |
| Giovanni Cavallaro | Director | 100%* |
| Laura Pascotto | Director | 100% |
* relating only to the period of tenure in the year 2020.
The Board of Directors began on November 13, 2020 and completed on December 21, 2020 its assessment on its functioning and upon the functioning of its Committees, considering also elements such as professional characteristics, experience, including managerial, and in general of its members, in addition to their seniority, taking account of mandate experience of less than one year. The self-assessment activities were carried out through the filling out of a comprehensive questionnaire, followed by a Board meeting concerning the outcome of the self-assessment process.
The questionnaire in 2020, in continuity with the previous year, was composed of 49 "objective" questions, requiring answers of "YES" (completely satisfied), "YES IN PART" (partially satisfied) and "NO" (dissatisfied), and 20 "qualitative" questions, requiring an answer ranging from "1" to "5", where 5 is the highest value. As in previous years, 4 questions explicitly addressing the Executive Directors were also included. 99.54% of the answers to the so-called "objective" questions were positive (an improvement on 99.24% in 2019). The socalled "qualitative" questions obtained an average score of 4.88 out of 5 (an improvement on 4.82 out of 5 in 2019). The Board of Directors unanimously confirmed the positive assessment of the composition and functioning of the Board, following the results of the annual selfassessment conducted by the Chairman with the support of Company Secretary staff.
For Board meetings, the directors are provided with the documentation and information necessary to consider the matters submitted for consideration three days before the meeting (and, for topics of major importance, five days before). The documentation, where particularly extensive and complex, is accompanied by an executive summary and is always outlined in great depth with regards to the most complex issues, during Board meetings. The pre-board disclosure is managed by the Chairperson of the Board of Directors, with the support of the Secretary of the Board of Directors, Ms. Silvia Piccorossi (appointed on May 6, 2019), in addition to the Chairperson's Secretary and the Company Secretary, with the making available on a dedicated site and appropriately protected the documentation supporting the Directors and the disclosure sessions, where considered appropriate, while complying with the regulation on inside information circulation.
The Chairperson of the Board of Directors, together with the Chief Executive Officer, usually ensures the effective presence of executives of the Issuer and the heads of the competent company departments regarding the matters considered, who attend Board meetings to provide appropriate details on the matters on the agenda. In particular, during 2020, the Legal and Corporate Affairs Director attended all board meetings. In addition to the Internal Audit Manager, other senior managers attended in 2020, as follows: Mr. Bonolis, Business Aviation and Communications Director, 1 attendances; Mr. Guarrera, Infrastructures Director, 3 attendances; Ms. Muffato, Administration and Finance Director, Executive Officer, and Investor Relator, 11 attendances; Ms. Giannone, Internal Auditor, 1 attendance.
Article 20 of the By-Laws identifies transactions of the Issuer considered as of strategic, economic, equity or financial significance for the Issuer, with decisions upon these transactions reserved to the Board of Directors. In addition, Article 17 of the By-Laws establishes qualified quorums for the approval of certain corporate transactions.
At least 4 Board meetings are scheduled for the year ending December 31, 2021 and at the date of this report, 2 additional meetings were already held on January 25, 2021 and February 12, 2021.
The Board assessed the adequacy of the organisational, administrative and accounting structure of the Issuer, as prepared by the Chief Executive Officer, with particular reference to the internal control and risk management system, in the meetings held on March 15, 2020 and March 15, 2021, by confirming this positive opinion and updating the risk matrix on January 25, 2021, in view of the recent pandemic events that led to a significant change in the risk matrix, by identifying new risks - including them among the main risks - and the removal or significant amendment of others.
The review and approval of the strategic, industrial and financial plans of the Issuer and of the Group, in addition to the periodic monitoring of their implementation, is reserved to the Board of Directors. The corporate governance system of the company is set out by the company By-Laws and the Board of Directors does not have powers in this regard, except concerning the assignment of powers to directors.
The Board of Directors did not assess the adequacy of the organisational, administrative and accounting structure of the subsidiaries, as none carry out strategic operations for the Group headed by the Issuer. The Shareholders' Meeting of April 29, 2019 authorized exceptions to the non-competition clause set forth in Article 2390 of the Civil Code for directors Laura Pascotto and Marco Troncone.
Pursuant to Article 23 of the By-Laws, the Chairperson of the Board of Directors is vested with the following powers: i) powers to represent the company as per Article 21.1 of the By-Laws; (ii) the chairing of the Shareholders' Meeting in accordance with Article 11.1 of the By-Laws; (iii) the calling and chairing of the Board of Directors in accordance with Articles 15 and 16.1 of the By-Laws; he/she establishes the agenda, coordinates business and ensures that adequate information is provided on the matters on the agenda to all directors; (iv) verifies the implementation of the Board's motions.
The Board of Directors on May 6, 2019 in addition assigned to the Chairperson of the Board of Directors Enrico Postacchini all necessary powers for the full and correct exercise of its institutional prerogatives. The Chairperson, granted the power to coordinate the circulation of information to the other Directors, so as to ensure that they are informed upon company matters and may effectively contribute to the Board meetings, is assigned, together with the Chief Executive Officer, the prior review of the information and/or the documentation concerning all matters to be submitted to the Board of Directors. With regards to the aboveindicated prerogatives, the following powers are expressly assigned to the Chairperson of the Board of Directors Enrico Postacchini:
The Chairperson of the Board of Directors Enrico Postacchini has not been granted operating powers, nor undertakes a specific role with regards to the drawing up of company strategies. He does not undertake the role of Chief Executive Officer, nor is he a controlling shareholder of the Company.
The Board of Directors on May 6, 2019 appointed Director Nazareno Ventola as the Chief Executive Officer of the company, assigning separate powers of the company's general representation, and in particular permitting him to:
a) sign all correspondence and any internal and outgoing company documents and communication relevant to the business and referring to the functions of legal representation and administration entrusted to him;
p) delegate the execution of tasks under his remit to attorneys-in-fact (general and/or ad acta) and executives - except for AEROPORTO GUGLIELMO MARCONI DI BOLOGNA S.P.A.'s role of General Manager - and company employees, determining the forms and limits of responsibilities and powers; to revoke the aforesaid duties and powers of attorney wherever appropriate or necessary.
The above limits represent the internal limits of the relationship between the delegating board and the Chief Executive Officer and do not affect the generality of the legal representation conferred to the Chief Executive Officer, appointed as above, and the Chairperson, pursuant to and in accordance with Art. 21.1 of the By-Laws.
Director Nazareno Ventola was also appointed as "director in charge of the internal control and risk management system" in the board meeting of May 6, 2019. Duties are envisaged by Rule 7.C.4 of the Self-Governance Code of listed companies (as amended from time to time) and the provisions in the Regulation of the Control and Risks Committee adopted by the company. For this purpose, the broadest powers were granted to carry out the mandate conferred and to also ensure the independence of the Internal Audit function, the appropriate allocation of this function's expertise and knowledge, and his suitable access to data, information, systems and corporate assets, without restrictions of any kind.
In the same board meeting of May 6, 2019, the following duties and powers concerning safety and the environment were, therefore, conferred to the Chief Executive Officer Nazareno Ventola pursuant to Legislative Decree 81 of 2008 and Legislative Decree 152 of 2006, as amended and supplemented, by granting him the status of ENTREPRENEUR AND EMPLOYER. Thus, in the name and on behalf of the company, he may do everything relevant, possible and necessary to execute his mandate and, in particular to:
Handle and ensure compliance with all applicable regulations and future regulations concerning the prevention of accidents, safety, workers' health and hygiene at work; in particular, he is to ensure compliance with all relevant provisions by the company, its executives, employees and any other employed person, even if not formally placed in the corporate structure. This is also in accordance with any other rule of prudence and diligence which eliminates risks and prevents the consequences of physical harm to people;
Handle and ensure compliance by the company, its executives, employees and any other employed person, even if not formally placed in the corporate structure, with all applicable regulations and future regulations concerning environmental protection, pollution of the air, soil, subsoil, waters, noise pollution and all regulations concerning waste. This is also in accordance with what is envisaged and descending from any type of order given by the competent Authorities, specific technical experience and, in general, from any other rule of prudence and diligence in the exercise of the airport operator's activities that may eliminate risks of injury and prevent the consequences of physical harm to people or damage to property;
Chief Executive Officer Nazareno Ventola also received the express power to do all that is necessary, possible and appropriate with reference to all the obligations imposed directly on the entrepreneur and employer in matters under delegation of duties. In any case, to also implement any action (even if not required by law) for the achievement of the proposed objective of safeguarding workers' health and safety at the workplace and regulations concerning environmental protection in its various areas (air quality and air pollution, water protection, waste, hazardous waste and industrial waste disposal, and prevention and reduction of pollution), even if not expressly mentioned herein. For this purpose, the broadest powers of intervention and autonomy in decision-making are granted to the director, including under the economic profile.
Chief Executive Officer Nazareno Ventola was also expressly granted the power to subdelegate the duties and powers entrusted to him, by conferring them, through an approved special notarised power of attorney, to executives - except for the role of the company's General Manager - and to Sector/Area Managers. In so doing, he is to determine the areas of individual responsibilities and powers of intervention and decision-making autonomy, including under the economic profile.
Chief Executive Officer Nazareno Ventola was therefore delegated to do all that he considers useful or necessary in the interests of the mandating company in relation to the foregoing, without any exception, so that under no circumstances can insufficiency of powers be contested. On the basis of all duties and responsibilities as delegated above, Nazareno Ventola is required to periodically report to the Chairperson and the Board of Directors on the progress of activities performed by submitting a quarterly written report to enable a suitable assessment of his work.
In his capacity as GENERAL MANAGER, Mr. Nazareno Ventola will have the power to:
the limits of plans and budgets/economic frameworks approved periodically by the Board of Directors; to terminate for any cause and withdraw from these procurement contracts;
of safe-deposit boxes, cabinets and compartments and to dissolve and withdraw from those contracts; to draw drafts on customers in response to sales made; to set up and withdraw deposits in cash and securities from the Cassa Depositi e Prestiti (Deposit and Loan Bank) (and possibly from the relevant temporary deposits of the Director General of the Treasury), collect the accrued interest on company deposits at any Cassa Depositi e Prestiti establishment and issue receipts on the company's behalf and carry out any transaction that may be necessary, with promise of full ratification and approval and without any liability to the Bank; to request the opening of current account credit facilities or loans in general, also in the form of loans on securities, including: the transfer of guaranteed or non-guaranteed loans in respect of banks, institutions and persons; the assumption of all associated obligations and commitments; to notify banks or other institutions of the total or partial economic and financial situations or of details pertaining to the company; to proceed with the sale of loans; to request and conclude bank endorsements;
The General Manager is required to report to the Board of Directors on a quarterly basis on the use of powers conferred through a report on the company's general performance and through a quarterly report on concluded transactions that entail expenditure commitments for the company of a value equal to or greater than Euro 250,000.
Chief Executive Officer Nazareno Ventola was delegated to do all that he considers useful or necessary in the interests of the mandating company in relation to the foregoing, without any exception, so that under no circumstances can insufficiency of powers be contested. With promise of full ratification and approval.
With regard to the power of attorney already conferred on September 28, 2015 to Ventola (File. 39976 Volume 22391), on May 9, 2016, the Board of Directors, having heard the opinion of the Board of Statutory Auditors in this regard, clarified and decided that its use by Ventola is not to exceed the value of Euro 500,000 for transactions related to the issue of sureties and guarantees in general and this, with utmost and substantive conformity to the provisions Article 20.4[c]) of the current By-Laws.
Nazareno Ventola was also appointed ACCOUNTABLE MANAGER or Executive Officer for Aspects Relating to the Certification of Airport Operations as a result of a board motion of August 27, 2015 and by means of an ad hoc power of attorney until July 6, 2020, pursuant to the Regulation for Airport Construction and Operation, Edition 2 of October 21, 2003 and other applicable laws.
The powers granted under this delegation of authority included the following:
Within the scope of its powers and budget as defined above and approved by the Board of Directors, the Accountable Manager is required to guarantee the necessary and respective resources to the various Post Holders and, for this purpose, can execute and enter into any necessary deed or contract in compliance with corporate policies and applicable laws and regulations. This is without expenditure limits per transaction and with the authority, where necessary, to request integration into the aforesaid annual budget;
B) For cases involving urgent and immediate unforeseen intervention requirements to ensure the highest levels of safety possible in the area of airport operations and other activities falling under the remit of the airport operator Aeroporto di Bologna, the Accountable Manager is required to adopt the most appropriate intervention measures, even beyond the above budget limits. This is subject to the obligation of suitable written justification and prompt communication to the Chairperson and the Board of Directors;
C) On the basis of the duties and responsibilities as delegated above, the Accountable Manager is required to periodically report to the Chairperson and the Board of Directors on the progress of activities performed by submitting a quarterly written report to enable them to undertake appropriate updates and controls.
Accountable Manager Nazareno Ventola was delegated to do all that he considers useful or necessary in the interests of the mandating company in relation to the foregoing, without any exception, so that under no circumstances can insufficiency of powers be contested, and with promise of full ratification and approval. This is subject to the obligation of aligning organisational choices and corporate operations to the strategic guidelines and directives defined by the Board of Directors, including in the exercise of delegated powers.
Chief Executive Officer and General Manager Nazareno Ventola is considered to be the main person responsible for the company's management (chief executive officer) and has not undertaken any directorships in other listed issuers (interlocking directorate).
To complete the above information, in the meeting of July 6, 2020, considering the more technical-operational than managerial connotations of this delegation of authority and power of attorney, as understood and considered also by the Italian Civil Aviation Authority, also following the national benchmark on the matter, the Board of Directors resolved to revoke Mr. Ventola's delegated powers and to assign them and the related power of attorney as Accountable Manager, albeit with reduced powers compared to the powers until that date attributed to Nazareno Ventola, to the Director of Airport Operations of Bologna Airport, Mr. Paolo Sgroppo.
At the meetings of the Board of Directors dedicated to the approval of the 2020 interim financial results (May 15, September 7 and November 13, 2020), the Board of Directors assessed the general performance, taking into account the information received from the delegated boards, while also comparing the results with the original forecasts. Reporting is to take place on a quarterly basis.
At the date of this report, no other executive-level Directors were present in addition to the Chief Executive Officer Nazareno Ventola.
At December 31, 2020 and at the date of this report, there were five non-executive and independent directors, specifically: Silvia Giannini, Eugenio Sidoli, Laura Pascotto, Giovanni Cavallaro and Marco Troncone, the latter possessing only the requirements of independence established by the CFA and not those set out in the Self-Governance Code.
These are the independent directors in accordance with the provisions of the CFA and the Code, since they:
do not control the Issuer directly or indirectly, nor through subsidiaries, trustees or nominees, and neither are they able to exert significant influence over the Issuer or participate in a shareholders' agreement through which one or more persons may exercise control or significant influence over the Issuer; in the previous three years, they are not and were not significant representatives of the Issuer, of one of its subsidiaries having strategic importance or of a company subject to joint control with the Issuer or a company or entity which, together with other parties through a shareholders' agreement, controls the Issuer or is able to exert significant influence over it;
do not have and nor have they had a direct or indirect significant commercial financial or professional relationship in the previous year: (i) with the Issuer, one of its subsidiaries, or with any of their significant representatives; (ii) with a person who, together with other parties through a shareholders' agreement, controls the Issuer, or - as a company or entity with their significant representatives; nor were they employees of one of the aforesaid parties during the previous three years;
During the Board meeting of October 12, 2021, the independence of each independent director was assessed in accordance with all criteria envisaged by the Code. The assessment's outcome was communicated to the market through a press release. The Board of Statutory Auditors has positively assessed the applied criteria and fact-finding procedures adopted by the Board. With reference to Director Giovanni Cavallaro, co-opted on the same date, the requirements were verified at the time of co-optation.
The number and authoritativeness of independent directors are such to ensure that their judgment can have a significant weight in the decision-making of the Issuer's Board, in view of the size and the organisational structure of the Board in office at the date of this report. Independent directors are not expressly committed to retain independence during the mandate's duration and, if appropriate, to tender their resignation.
Independent Directors held a separate meeting on December 21, 2020, in the absence of other directors, during which they examined the work of the Board and of the Committees during the year 2020.
As Criterion 2.C.4 of the Code is not satisfied, a Lead Independent Director is not appointed. Moreover, the need to appoint one on a voluntary basis did not emerge from the Board's selfassessment processes carried out during the last three years.
The Board of Directors on July 4, 2016 assigned the update to the Inside Information Management Policy to the Chief Executive Officer in light of the entry into force of the MAR. This policy was reviewed on July 11, 2016 and thereafter further updated with Board motion of December 21, 2017, following the adoption - on October 13, 2017 - by Consob of the "Inside information management guidelines" and provides also for the setting up of the Relevant Information Register and of the Register of Persons with access to inside information (RAP). On the same date, the Board of Directors appointed the General Manager and Chief Executive Officer, Mr. Nazareno Ventola, as FGIP. This policy is available on the company website, on the "Corporate Governance" page of the Investor Relator section.
In the meeting of December 21, 2020, in the third year of the implementation of the above policy, the Chief Executive Officer Nazareno Ventola in the capacity of IIMF, prepared and presented the "Annual Report" to the Board of Directors.
On July 4, 2016, the Board of Directors assigned to the Chief Executive Officer the duty to update the company Internal Dealing regulation, in view of the entry into force of the MAR. This policy was reviewed on July 11, 2016 and was thereafter further updated with motion of December 21, 2017 and is available on the company website, at the "Corporate Governance" page of the Investor Relator section.
In order to align its corporate governance model the provisions of Art. 6, Rule 6.P.3 and Art. 7, Rule 7.P.3(a)(ii) of the Self-Governance Code, and Art. 2.2.3 of the Stock Exchange Instruction Regulation for the retention of its STAR listing, on May 9, 2016, the Board of Directors in office at the date of the Registration Document appointed, with effect from the appointment date, the remuneration committee ("Remuneration Committee") and the control and risks committee ("Control and Risks Committee") as internal committees to the Board. Internal regulations for the functioning of the above committees were approved by the Board of Directors on May 15, 2015 and may be viewed on the company's website under "Corporate Governance" in the Investor Relations section. Regulations provide that the aforesaid committees are composed of at least a number of non-executive and independent directors so as to comply with, in terms of the Board of Directors' composition, the requirements of the Stock Exchange Instruction Regulation (namely, at least two independent directors if the Board is composed of up to eight members, three independent directors if the Board has between nine and fourteen members and at least 4 independent directors for boards composed of more than fourteen members).
The duration in office for members of the Remuneration Committee and the Control and Risks Committee is deemed equivalent to that of the Board of Directors. No additional internal committees to the Board of Directors are envisaged.
In carrying out their duties, the aforesaid committees shall have the authority to access the information and corporate departments necessary for the performance of their activities, availing themselves of the company's resources and corporate structures, as envisaged by Criterion 4.C.1, letter e) and their appropriate budget is assured to acquire any expert consultancy advice in the committees' different areas of activities and competence.
At the Board of Directors' meeting of May 6, 2019 (in the first meeting since the appointment of the new Board), the Chairperson of the Board of Directors expressed the view that, in accordance with the Board resolution of May 9, 2016, an Appointments Committee as per Article 5 of the Self-Governance Code need not be established. Such a Committee was considered unnecessary in view of the slate voting mechanism set out in the By-Laws, which leaves the decision to shareholders as regards candidates to be proposed for the Administrative Board.
The Remuneration Committee is a body that provides consultation and recommendations with the main aim of formulating proposals to the Board of Directors for the definition of the remuneration policy for Directors and Senior Executives.
The duties referred to in Article 6 of the Self-Governance Code are within the remit of the Remuneration Committee and, in particular, it:
In line with the provisions of Art. 4, application criterion 4.C.1(e) of the Self-Governance Code, the Remuneration Committee is authorised to access the information and corporate departments necessary for the performance of its duties, including the use of outside consultants.
Directors do not participate in Remuneration Committee meetings in which proposals concerning their remuneration are drawn up for the Board of Directors.
The Board of Directors, elected at the Shareholders' Meeting of April 29, 2019, appointed as members of the Remuneration Committee the Non-Executive and Independent Directors Laura Pascotto and Eugenio Sidoli. The latter also held the role of Chairman of the Committee. The Committee was completed by Ms. Giada Grandi, Non-Executive Director.
In the Issuer's opinion, at the date of appointment and in accordance with Article 6.P.3 of the Self-Governance Code, all members of the Remuneration Committee possess appropriate knowledge and experience in the field of finance.
With regards to the adjustment of Article 6 of the Self-Governance Code regarding the remuneration of Directors and of Senior Executives (as defined by Annex 1 of the Related Parties Regulation), including the General Manager (where appointed), the company adopted the relative remuneration policy motions as per Article 123-ter, paragraph 3, letter a) of the CFA. The current Policy, on the new proposal of the Remuneration Committee, also complies with the provisions introduced by Legislative Decree No. 49/2019 and the relative applicable regulatory provisions and was approval by the Shareholders' Meeting held on April 30, 2020 called to approve the 2019 Annual Accounts. The Policy approved by the Shareholders' Meeting as outlined above will be valid for three years, unless newly proposed for revision.
In addition, the Company - as per Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation, is required to annually prepare a Remuneration Report and section two of this Report will be subject to a non-binding vote, as provided for by the amendments introduced by Legislative Decree No. 49 of May 10, 2019.
In 2020, the Remuneration Committee held 4 meetings. The average duration of the Committee meetings was one hour and 46 minutes.
| Name and Surname | Office | % attendance of members of the Board of Directors at Remuneration Committee meetings |
|---|---|---|
| Eugenio Sidoli | Chairperson | 100% |
| Giada Grandi | Member | 100% |
| Laura Pascotto | Member | 100% |
The following table shows the attendance of members at meetings:
At the meetings of the Remuneration Committee, on the invitation of the Committee's Chairperson, non-members, Company Executives and, as established by the Committee Regulation, the Chairperson of the Board of Statutory Auditors, or his/her replacement or a differing member of the Board of Statutory Auditors, attended. The Committee, on the proposal of the Committee's Chairperson, appointed as Secretary the Legal and Corporate Affairs Manager Silvia Piccorossi, who was assigned the duty to assist the Committee in the undertaking of its activities.
In 2020, the Committee was able to access the information and departments necessary to carry out its tasks, availing of the collaboration of the managers of the Legal and Corporate Affairs, Human Resources and Administration, Finance and Control areas. The Remuneration Committee mainly carried out activities aimed at assessing the annual and medium-long term incentive plans for executive directors and senior executives, and deeming it necessary to suspend the assignment of the short term and medium-long term objectives for the year 2020, due to the economic uncertainty deriving from the pandemic, which affected the Issuer's business and led to the lack - for a long time in 2020 - of benchmark parameters on which to carry out the required assessments, as well as the need to revise the strategy. The Committee also prepared and proposed to the Board an update of the Remuneration Policy, which was then approved by the Board of Directors on March 30, 2020 in order to adapt and comply with the provisions introduced by Legislative Decree No. 49/2019 and the related applicable regulatory legislation, and finally also approved by the Shareholders' Meeting held on April 30, 2020, pursuant to Article 123-ter of the CFA. Adequate resources were made available to the Remuneration Committee to undertake its duties. The Chairman of the Committee reported to the Board on the activities carried out by the Committee at the next appropriate meeting.
The Board of Directors on June 11, 2015 approved the remuneration policy of directors and of senior management, in accordance with Article 6 of the Self-Governance Code and the relative application criterion 6.C4, 6.C.5 and 6.C.6, also for the purposes of compliance with Article 2.2.3, paragraph 3, letter (n) of the Stock Exchange Regulation to obtain STAR listing.
On the proposal of the Remuneration Committee, the Board of Directors of the company reconfirmed on February 15, 2016 the same Remuneration Policy which was submitted in accordance with Article 123-ter of the CFA for the approval of the Shareholders' Meeting called to approve the financial statements as at December 31, 2016. This Remuneration Policy has remained unchanged from the previously approved version, following the positive opinion expressed upon it, at the meetings of January 20, 2017 and January 29, 2018, by the Remuneration Committee. In the meeting of February 21, 2019, the Committee approved a proposal, on the recommendation of Korn Ferry, to broaden economic objectives for which variable remuneration is paid on their achievement. This change was approved by the Board of Directors on March 14, 2019 and was successfully submitted for the confirmation of the Shareholders' Meeting called to approve the financial statements at December 31, 2018.
Lastly, in 2019, the Remuneration Committee has drawn up an update to the Company's remuneration policy in line with the changes introduced by Legislative Decree 49/2019, which transposed EU Directive 2017/828 of May 17, 2017 (Shareholders Rights Directive) into Italian law, as well as related applicable regulations. The proposal, finalised by the Committee at its meeting on March 30, 2020, was approved by the Board of Directors on March 30, 2020, and was then approved by the Shareholders' Meeting on April 30, 2020.
The Remuneration Report drawn up as per Article 123-ter of the CFA which will be published, in accordance with law, during the next Shareholders' Meeting called to approve the financial statements as at December 31, 2020, will include details on: (i) remuneration of any type and in any form allocated by the Issuer to the members of the Board of Directors, senior executives and the Board of Statutory Auditors; (ii) additional information on the remuneration policy, on the remuneration of Executive, Non-Executive and Independent Directors, Senior Executives and the Board of Statutory Auditors; (iii) other incentive mechanisms provided by the company, and (iv) indemnities due in the event of resignation, dismissal or conclusion of employment following a public purchase offer.
The Control and Risks Committee has consultative and proposal functions, with, according to Article 7, principle 7.P.3, letter (a), sub (ii) of the Self-Governance Code, the duty to support, through appropriate investigative activity, the assessments and decisions of the Board of Directors regarding the internal control and risk management system, in addition to the relative approval of the periodic financial reports and the management of risks from prejudicial events of which the Board has become aware.
In particular, the Control and Risks Committee, in accordance with Article 7, application criterion 7.C.2, of the Self-Governance Code, in supporting the Board of Directors:
d) monitors the independence, adequacy, efficacy and efficiency of the Internal Audit department;
e) may request the Internal Audit department to carry out verifications on specific operational areas, simultaneously communicating such to the Chairperson of the Board of Statutory Auditors;
The Control and Risks Committee expresses, according to Article 7, application criterion 7.C.1 of the Self-Governance Code, its opinion to the Board of Directors regarding:
In line with the provisions of Article 4, application criterion 4.C.1(e) of the Self-Governance Code, the Control and Risks Committee is authorised to access the information and corporate departments necessary for the performance of its duties, including the use of outside consultants.
The members of the Control and Risks Committee are the Non-Executive and Independent Directors Laura Pascotto, Marco Troncone and Silvia Giannini, the latter as Chairperson of the Committee.
In the Issuer's opinion, at the date of appointment and in accordance with Article 7.P.4 of the Self-Governance Code, all members of the Control and Risks Committee possess appropriate knowledge and experience in the field of accounting and finance.
In 2020, the Control and Risks Committee met on 7 occasions. The average duration of the Committee meetings was 1 hour and 25 minutes.
Name and Surname Office % attendance of members of the Board of Directors at Control and Risks Committee meetings Silvia Giannini Chairperson 100% Laura Pascotto Member 100% Marco Troncone Member 57%
The following table shows the attendance of members at meetings:
The meetings were appropriately minuted.
At the meetings of the Control and Risks Committee, on the invitation of the Chairperson, nonmembers, including the Internal Audit Manager and some company Executives and the Officer in charge and the Director in charge of the internal control and risks system and, therefore, the Chairperson of the Board of Statutory Auditors, or his/her replacement or a differing member of the Board of Statutory Auditors, attended. The Committee, on the proposal of the Committee's Chairperson, appointed as Secretary the Legal and Corporate Affairs Manager Silvia Piccorossi, who was assigned the duty to assist the Committee in the undertaking of its activities.
In 2020, the Control and Risks Committee mainly carried out activities aimed at: assessing the documentation concerning the Issuer's main risks, also supervising a project for the update and revaluation of the risk profile and matrix, in view of the changed context due to the pandemic; assessing the accounting standards on which the financial reports are based; reviewing the periodic reports of the Internal Audit function, as well as monitoring its activity, autonomy and adequacy. The Committee had access to the information and departments required for the undertaking of their duties. For the undertaking of its functions, adequate resources were made available to the Control and Risks Committee. The Chairperson of the Committee reported to the Board on the activities carried out by the Committee at the next appropriate meeting.
The internal control and risk management system adopted by Aeroporto di Bologna concerns the set of rules, procedures and organisational structures which enable the identification, management and monitoring of the main risks. An effective internal control and risk management system ensures, inter alia, the reliability of all information (not just of a financial nature) provided to the corporate boards and to the market.
In accordance with the Self-Governance Code, the internal control and risk management system adopted by Aeroporto di Bologna involves, each within their own scope, the following main contributors:
(i) the Board of Directors which carries out a directive role and evaluates the adequacy of the internal control and risk management system (see paragraph 4.3);
(ii) a Director appointed by the Board of Directors for the setting up and maintenance of an effective Internal Control and Risk Management System (see paragraph 11.1 below);
(iii) the Control and Risks Committee, appointed by the Board of Directors, which - among others - has a duty to support, with appropriate investigative activities, the evaluations and decisions of the Board of Directors concerning the internal control and risk management system, in addition to those concerning the approval of the relative periodic financial reports (see paragraph 10 above);
(iv) the Board of Statutory Auditors, which oversees the efficacy of the internal control and risk management system.
Specific tasks and functions are then assigned to the Internal Audit Manager, responsible for verifying that the internal control and risk management system is functional and adequate (see paragraph 11.2), together with other corporate roles and functions, also in relation to the company's size, complexity and risk profile (e.g. the Officer in charge of preparing the corporate accounting documents - see paragraph 11.5, the Legal and Corporate Affairs Department, with particular regards to the oversight of legal risks).
The Board has a key role in assessing the effective functioning of the internal control and risk management system, which may take on particular importance with regards to the sustainability of the issuer's operations over the medium/long-term. Amid particular circumstances, the Board acquires the information necessary and adopts all required measures for the protection of the company and market disclosure.
The internal control and risk management system includes, as an integral component, the Organisation, Management and Control Model as per Legislative Decree No. 231/2001, latterly updated with Board motion of February 15, 2021 (see paragraph 11.3 below).
The company considers the Internal control and risk management system as the set of means adopted to mitigate the risks related to events which may potentially impact the company's performance and objectives negatively, in particular with regards to the following:
The methodological approach followed in the design, construction and maintenance of the control model is based on the Co.So Report model - the accepted international standard.
Aeroporto di Bologna has structured its internal control and risk management system on this basis, assigning responsibilities in line with applicable rules and regulations and considering the principle of separate levels of control governing the system in its various components, under the supervision of Senior Management and the Board of Directors:
Aeroporto di Bologna has introduced various controls for the management of specific risks, such as airport security and safety, the quality of passenger services, the protection of the workplace environment, health and security, contractual compliance and finally, although no less importantly, those regarding the management of financial risks and the correctness and completeness of corporate, accounting and financial statement disclosure.
The risk management process ("ERM process") comprises various risk management controls, as indicated at points a), b) and c) above and is supported:
The ERM process in addition includes the following key elements:
The Board of the Issuer is aware that the risk management system should be considered jointly with the internal control system in terms of the financial disclosure process. The internal control system regarding financial disclosure has the objective of providing reasonable certainty on the reliability, accuracy, correctness and timeliness of the financial reporting and the capacity of the process to prepare the financial statements in accordance with generally accepted international accounting standards.
The design, setting up and maintenance of the financial disclosure control system is ensured by a structured process, which includes the risk assessment phases, the identification of risk controls, the assessment of the controls and the relative reporting.
The model therefore provides for the identification of the risks which may affect the reliability of financial statement disclosure and compliance with the applicable rules and regulations and the identification (and testing) of controls to mitigate these risks. In particular, "risk assessment" includes the identification of the key processes underlying a quantitative factor analysis (processes required for the compilation of the financial statements accounts involving amounts greater than a set percentage of the pre-tax profit) and of qualitative factors (e.g.: the complexity of the accounting treatment of the account; assessment and estimate processes; new issues or significant changes concerning business conditions). With regards to the significant processes, the risks or potential events which may compromise the achievement of the financial disclosure control objectives, such as the following financial statement declarations, were identified:
Against the risks identified within the relevant processes, a control system has therefore been designed to mitigate such to an acceptable level through the identification of specific controls within the company's set of procedures.
The relevant processes and related controls based on risks concerning the financial statement declarations are documented through the use of risk matrixes/controls, annexed to the company procedures. The company processes, and therefore the relative risk/control matrixes, in particular, identify the so-called "key controls" among the specific controls, whose absence or failure to implement raise the risk of significant error/fraud in the financial statements which may not be intercepted by other controls.
The model provides for the verification, through the ongoing execution over the financial year of specific tests, of the effective application of the above-mentioned control procedures by all parties involved (so called "monitoring activities"). The model stipulates the drafting of reporting between the various parties involved in the internal control system through the preparation of a results summary of the monitoring activities carried out during the financial year and the actions proposed to remedy any gaps identified.
The financial disclosure management and control system is overseen by the director in charge of the preparation of the corporate accounting documents, who coordinates the various phases, such as its design, implementation, monitoring and updating over time. In particular, the role and the responsibilities of the Officer in charge include the internal checking of the correct functioning of the accounting processes/flows within the management responsibility of the Executive Officer, the completeness and reliability of information flows, in addition to the adequacy and effective application of the controls; the Officer in charge undertakes verifications on the set of documents and summary accounting data concerning the equity, economic and financial position. The Officer in charge has the duty to periodically report to the Risk Control Committee, to the Board of Statutory Auditors and to the Supervisory Board concerning the means to undertake the internal control system assessment process, and also regarding the results of the assessments carried out in support of the declarations issued. In particular, the Officer in charge exchanges information, also of an informal nature, with the Risk Controls Committee and the Supervisory Board.
The internal control and risk management system guidelines are established while taking account of the risk profile, set by the Board in line with the company's strategic objectives. It is the duty of the Board of Directors therefore to define the risk profile of the organisation and assess its consistency with the strategy. The Internal Control and Risk Management System (Sistema di Controllo Interno e di Gestione dei Rischi - SCIGR) therefore verifies that the risk profile is in line with the pre-established objectives. The assessment of the SCIGR is therefore a function of an assessment of the company's characteristics and the assumed risk profile.
Assessment by the Board of Directors of the SCIGR is supported by the various actors within the organisation, each with established competencies and responsibilities. As indicated at paragraph 11, the actors involved in the SCIGR, in addition to the Board of Directors, are the Control and Risks Committee, the Board of Statutory Auditors, the Officer in charge of preparing the corporate accounting documents, the Director in charge of the Internal Control and Risk Management System, the Internal Audit Manager, and other company roles and functions with specific duties regarding internal control and risk management (e.g. the legal function and others).
The Board of Directors, in order to express its assessment on the adequacy of the SCIGR and the administrative and accounting organisation, has set up a Control and Risks Committee with the duty to support through appropriate investigative activity the assessment of the Board of Directors, assisting it and providing opinions, not just on the adequacy of the SCIGR, but also concerning the drawing up of the system guidelines.
The investigative activities of the Control and Risks Committee are carried out on the basis also of the control activities and the relative assessments by other actors involved in the system, acting as a collator of reporting flows from the three control levels. The analysis of the correct design and implementation of the SCIGR is in fact undertaken by the Committee through dedicated meetings with the actors focused on control, in order to understand and assess the risk management controls put in place, and through analysis of the periodic reports issued in particular by the Executive Officer, by the Supervisory Board and by the Internal Audit Manager, in addition to the auditing firm.
The Executive Officer, in accordance with Article 154-bis of the CFA, issues a declaration, accompanied by acts and communications to the market of the companies, declaring, among other issues, the adequacy and effective application of the above-mentioned administrative/accounting procedures, in addition to the consistency of the documents to the accounting records and their suitability in providing a true and fair view of the equity, economic and financial position. The analysis identifies any corrective actions and improvement plans to be submitted for the Boards' assessment.
The Supervisory Board, as a body assigned the duty to oversee the compliance with and functioning of the Organisation, Management and Control Model as per Legislative Decree 231/2001, periodically prepares a report on activities carried out, the functioning and compliance with the model, any criticalities emerging, in addition to the need to undertake particular actions.
The actors with specific roles in monitoring company risks undertake specific risks assessments and are periodically called by the Control and Risks Committee to present the results of these activities.
The Internal Audit manager, appointed to undertake third level controls, verifies, on an ongoing basis and in relation to specific needs, the operation and suitability of the internal control and risk management system through an audit plan, approved by the Board of Directors, based on a structured process for the analysis and prioritisation of principal risks. The Internal Audit Manager, in addition, draws up periodic reports on the verification activities undertaken, the relative results and the containment actions undertaken. The periodic reports, finally, contain "an evaluation of the suitability of the internal control and risks management system"; The periodic assessment of the SCIGR is carried out by taking into account the results of the activities carried out by the other first and second level control functions on the specific aspects of the system, whose results are communicated to the governance bodies. It is also stipulated that Internal Audit carries out checks on the reliability of the reporting systems utilised by the company, including the accounting systems.
The disclosure process underlies the expression of the opinion upon the adequacy of the organisational, administrative and accounting system of the company by the Board of Directors, also through the Control and Risks Committee.
The actors involved report not only a summary opinion of the Internal Control System, but also report upon any gaps emerging, providing an assessment upon their relevance, the impact on the company, in addition to any mitigation actions to be implemented.
The Board of Directors carries out its assessments on the basis of the information flows and reporting outlined above, filtered also through the investigative activities of the Control and Risks Committee. In particular, the CRC receives information flows from the functions in charge of the level II controls (e.g. Officer in charge report, Supervisory Board report, etc.), in addition to the assessments on the appropriateness and adequacy of the SCIGR of the Internal Audit Manager, assigned the third level controls.
The Board, with the duty to provide an opinion on the SCIGR, independently assesses on the basis of a set assessment process, whether the gaps encountered are considered significant and of such an extent as to affect the adequacy of the overall Internal Control and Risk Management System.
On March 30, 2020, and latterly at the meeting of March 15, 2021, the Board of Directors carried out an assessment of the adequacy, efficacy and effective functioning of the Company's internal control and risk management system in view of the characteristics of the Company and the assumed risk profile.
Following these assessments by the Board, on the basis of the results and assessments concerning the internal control and risk management system of the company, the means by which operational risks are managed, the investigative work carried out by the Control and Risks Committee and from the reports received from the Internal Audit Manager, the Executive Officer, the Supervisory Board and the auditing firm assessed the internal control and risk management system of Aeroporto di Bologna as adequate overall and effective in terms of the company's characteristics and the risk profile assumed.
On May 6, 2019, the Board of Directors of the Issuer reconfirmed the Chief Executive Officer Nazareno Ventola as the director in charge of the internal control and risk management system, assigning the functions set out under Principle 7.C.4 of the Code.
In this role, the Chief Executive Officer, Nazareno Ventola, assessed the Control and Management System approved on April 13, 2015 by the Board of Directors, as summarised in the Memorandum prepared in line with the Integrated Framework issued by C.O.S.O. in 1992, the Enterprise Risk Management - Integrated Framework issued by C.O.S.O. in 2004 and the "Turnbull guidance" issued by the Financial Reporting Council in 2005 as applicable to the SCG, verifying its adequacy and efficacy, and in addition - within the scope of its assigned duties - oversaw, together and in collaboration with the Control and Risks Committee, the updating of the main company risks (strategic, operative, financial and compliance), through the company Control Risk Self-Assessment (CRSA) project, considering the nature of the Issuer's operations.
In 2020, the Director in charge implemented the guidelines defined by the Board, and supervises the update and management of the internal control and risk management system, constantly verifying its adequacy and efficiency and, in addition, adapting it to the operating conditions and the legislative and regulatory framework.
In 2018, the Director in Charge initiated and, in December of that year, implemented a project to improve ERM practice. This aimed to strengthen the link between strategic objectives and main business risks, identified for the Strategic Plan's implementation period and, at the same time, contribute to the dissemination of risk culture within the organisation. 2019 also saw the updating of the main risks identified in the ERM project, as well as the development of suitable containment measures for top risks and, lastly, during 2020 an updated analysis and reassessment of the Issuer's risks in view of the extraordinary and external event of the Sars-Covid-19 pandemic, resulting in new ERM model sheets and a new scale of top risks. The above-mentioned update was discussed by the Control and Risks Committee and then reviewed and assessed by the Board on January 25, 2021.
The risks have been assessed, in terms of impact, from different points of view, although applicable to the specific case (economic-financial, operational, reputational and sustainability) and in relation to the achievement of the Company's strategic objectives (CONNECT, DEVELOP, EXPERIENCE and CARE), particularly in view of the disruptive effect of the Covid-19 pandemic.
In the meeting held on January 25, 2021, the Board of Directors had the opportunity to assess the update of the identification and analysis matrix of the main corporate risks proposed by the Chief Executive Officer "in charge of the internal control and risk management system" and, having also received the positive opinion of the Control and Risks Committee, expressed its unanimous opinion on the adequacy of the risk with the strategic objectives of the company.
As part of this role, the Chief Executive Officer Nazareno Ventola was also assigned broad powers to ensure the independence of the Internal Auditing function, the adequate provision of resources, competencies and know-how to this function and its adequate access to data, information and company systems and assets, without any restrictions; this combines with the power to request the Internal Auditing function to carry out verifications on specific operating areas and on compliance with internal rules and procedures in executing company operations, while at the same time reporting to the Chairperson of the Board of Directors, to the Chairperson of the Control and Risks Committee and to the Chairperson of the Board of Statutory Auditors.
The Chief Executive Officer Nazareno Ventola in 2020 and until the date of this report in a timely manner reported to the Board of Directors regarding problems and issues arising in the undertaking of their activities so as to ensure that the Board of Directors may take appropriate initiatives. The activities of the director in charge of the internal control and risk management system were overseen in 2020 by the Control and Risks Committee and by the Board of Directors, which monitored the controls proposed to manage company risks, considering in particular (i) whether the main risks for the organisation have been adequately identified; (ii) whether these risks have been properly assessed (in terms of impacts); (iii) how these risks are managed or mitigated; (iv) whether timely appropriate remedial actions have been taken regarding the failures and gaps.
The main company risks are consistently monitored and the Director in charge periodically submits them for the review of the Control and Risks Committee and the Board of Directors.
The Board of Directors, at the meeting of December 22, 2015, confirmed the appointment of Sonia Giannone as the internal audit manager. This appointment was made on the proposal of the director in charge of the internal control and risk management system, following approval by the control and risks committee and the chairperson of the Board of Directors, having consulted the Board of Statutory Auditors (Application criterion 7.C.1.) The Control and Risks Committee, at the meeting of March 30, 2020, confirmed the positive assessment of the standing, professionalism, competence and experience of the Internal Audit Manager.
The Board of Directors, having received the positive opinion of the Control and Risks Committee and having consulted the Director in charge of the internal control and risk management system and the Board of Statutory Auditors, approved on December 17, 2018 the updated Mandate of the internal audit department, which defined its powers and purposes and the function's responsibilities. No updates to the Terms of Reference were deemed necessary in 2019 and 2020, as the Head of Internal Audit considers the current version to be current and complete.
The Control and Risks Committee monitors the independence, adequacy, efficacy and efficiency of the internal audit function (Application criterion 7.C.2.d) and oversees its operations, in relation to the duties of the Board in this regard, so that such are carried out so as to ensure the maintenance of the necessary independence and the due objectivity, competence and professional diligence required, in compliance with the Internal Auditing international standards.
The Board, on the proposal of the director in charge of the internal control and risk management system, having received the favourable opinion of the Control and Risks Committee and having consulted the Board of Statutory Auditors, set the remuneration and incentives for the internal audit department, in line with company policies, at the meeting of March 30, 2020.
It should be noted that, like the rest of the company's workforce, this employee had their working hours reduced by around 40%, having been placed on the Extraordinary Temporary Redundancy Scheme for 2 out of 5 working days per week.
The Board of Directors assigned the internal audit function with a 2020 budget for the execution of its duties of Euro 15,000 annually, and at the meeting of March 30, 2020, on the proposal of the director in charge of the internal control and risk management system and having received the favourable opinion of the Control and Risks Committee and of the Chairperson of the Board of Directors, while also having consulted the Board of Statutory Auditors, assessed the adequacy of the resources assigned to the function to undertake its responsibilities. Compared to the allocation of resources assigned to the function in 2020 of Euro 15,000 per year, an over-budget of about Euro 8,500 was recorded as the execution phase of the Plan has been realigned due to the Covid-19 emergency and, for this reason most of the interventions were concentrated in the second half of the year.
The internal audit function carries out its activities in compliance with the function's Mandate, with the company's governance system, with the Self-Governance Code (Article 7) and; as far as possible, with the Internal Auditing International Standards.
Aeroporto di Bologna's internal audit function is tasked with verifying that the internal control and risk management system is functioning and adequate (Principle 7.P.3, letter b), with particular regard to: (i) the safeguarding of company assets; (ii) the efficiency and efficacy of company processes; (iii) the reliability of the information provided to the corporate boards and to the markets; (iv) compliance with laws and regulation, in addition to the By-Laws and the internal procedures; (v) the reliability of the information system, including the accounting systems.
Generally, all activities, operations and processes carried out by the Airport are subject to internal review by the internal audit function.
The internal audit function is not responsible, nor participates in the management of any of the operating areas, reporting hierarchically to the Board of Directors (Application criterion 7.C.5, letter b), while functionally reporting to the Control and Risks Committee and administratively to the Director in charge, while interacting with the Board of Statutory Auditors.
The internal audit function has direct, complete and unconditional access to company personnel, archives, information, systems and assets, without any restrictions, where considered necessary to undertake its functions (Application criterion 7.C.5, letter c).
The internal audit manager of Aeroporto di Bologna targets the function's objectives principally through: (i) the drafting of the internal audit plan, on the basis of a structured analysis and the prioritisation of the main risks process; the plan is submitted to the Board of Directors for its approval, having received the approval of the Control and Risks Committee and having consulted the Board of Statutory Auditors and the Director in charge and is thereafter communicated to company management; (ii) the implementation of the company's internal audit plan; for these purposes, it plans and undertakes review, certification and consultancy activities; (iii) the execution of extraordinary checks, i.e. not established within the plan, on the request of the Board of Directors, the Control and Risks Committee, the Director in charge and the Board of Statutory Auditors, according to the means set out under the Self-Governance Code: (iv) the preparation and sending, usually contemporaneously, to the Chairpersons of the Board of Statutory Auditors, the Control and Risks Committee and the Board of Directors, in addition to the Director in charge, of: (a) periodic reports, on at least on an annual basis, containing adequate information on its activities, the means by which risk management has been conducted, in addition to the proper execution of the risk containment plans. The periodic reports contain an evaluation of the suitability of the internal control and risks management system; (b) timely reports on events of particular importance.
The internal audit function in addition works with the Supervisory Board in the execution of its assigned duties and functions, in particular supporting the Supervisory Board in the maintenance and effective application of the Organisation, Management and Control Model as per Legislative Decree 231/2001, while in addition the internal audit manager undertakes secretarial duties, with minuting functions, for the Supervisory Board.
In 2020, the internal audit manager carried out the following main activities: (i) execution of the activities set out in the annual audit plan, also in support of the Supervisory Board's activities as per Legislative Decree 231/2001: the plan was partially completed; (ii) support in the maintenance and updating of the Organisation, Management and Control Model as per Legislative Decree No. 231/2001 of the Issuer; (iii) support in the implementation of the Organization, Management and Control Model pursuant to Legislative Decree No. 231/2001 of the subsidiary FFM S.p.A.; (iv ) appointed the role of monocratic Supervisory Body in the subsidiary FFM S.p.A.; (v) provision of training on the subject of Legislative Decree No. 231/2001 to employees of both the Issuer and the subsidiary FFM S.p.A..
In addition, operating segments of the internal audit function were not systematically assigned to outsourcers, although having utilised in 2020 the financial resources available for the assigning of certain audit appointments to qualified outsourcers, under the supervision of the internal audit manager. The appointed outsourcers, meeting adequate professional standing, independence and organisational standards, in 2020 included:
The internal audit manager assessed the knowledge, capacity and skills necessary for the undertaking of the appointment, principally considering the reputation of the supplier, in particular for the companies PwC Advisory and Protiviti, in addition to experience, for the company RC Advisory and Karalis Consulting S.r.l, ascertained by the satisfactory undertaking on behalf of Aeroporto di Bologna of previous internal control and compliance projects.
The Board of Directors, with motion of November 28, 2008, adopted an Organisation, Management and Control Model as per Legislative Decree 231/2001, subsequently updated on a number of occasions following legislative and organisational changes and latterly with Board motion of February 15, 2021.
This organisational model comprises a general section, including a number of annexes, and a special section. With regards to the general section of the organisational model of the company, this section, in addition to setting out the impact and content of Legislative Decree 231/2001 for the company, contains: (i) the objectives and means for the verification and updating of the model; (ii) the organisation and the functioning of the Supervisory Board; (iii) the communication and training processes introduced by the company; (iv) the functioning of the penalty system; (v) the Ethics Code (Annex 1 of the Model); (vi) the description of the offenses and administrative infringements as per Legislative Decree 231/2001 (Annex 2 of the Model); (vii) an Anti-corruption Policy (Annex 3 of the Model); (viii) a Whistleblowing Policy (Annex 4 of the Model).
The special section identifies the at risk areas, setting general rules and containing a set of conduct principles and rules, control instruments and direct organisational procedures to ensure, as far as possible, the prevention of the committal of offenses.
The principles adopted by the company to prepare and update company protocols/procedures are as follows: (i) the formal assignment of responsibilities; (ii) signatory powers and internal authorisation powers: these should be assigned on the basis of formalised rules, together with the organisational and management responsibilities and with a clear indication of spending limits; (iii) separation of duties and functions: the parties authorising the operation, undertaking the operation and reporting and controlling upon it should be separate; (iv) traceability: the acts and the information/documentary sources utilised in support of the activity carried out should be re-constructible, guaranteeing the transparency of the decisions made; all operations should be documented during all phases so that verification and control is always possible. Verification and control should in turn be documented through the preparation of minutes; (v) archiving/maintenance of documents: the documents concerning the risk area activities should be archived and maintained by the relevant Department/Function Manager or by a delegate, in a manner which ensures that access to third parties without express authorisation is not permitted. The documents officially approved by the corporate boards and by the parties authorised to represent the company in dealings with third parties may not be amended where not falling within the cases indicated in the procedures and however in a manner which ensures that any amendments may always be tracked; (v) confidentiality: access to archived documents is permitted for the Department/Function Manager and delegates thereof. Members of the Supervisory Board, of the Board of Directors, of the Board of Statutory Auditors and of the auditing firm and the Ethics and Anti-corruption Committee also have approval in this regard.
Annex 2 of the Model contains a description of potential offenses, including the following categories: (i) against the Public Sector; (ii) IT and the unlawful processing of data; (iii) organised criminality; (iv) counterfeiting of coinage, legal tender, duty stamps and means or tokens of identification; (v) against industry and commerce; (vi) corporate crimes, corruption between parties and instigation to corruption between parties ; (vii) with the purposes of terrorism or subversion of the democratic order; (viii) female genital organ mutilation; (ix) defamation and illicit intermediation and labour exploitation; ; (x) market abuse; (xi) culpable homicide and serious or very serious injury committed in violation of the injury prevention and hygiene and workplace safety protection rules; (xii) money laundering and the receipt and use of money, property or assets of criminal origin and self-laundering; (xiii) copyright violation; (xiv) inducements to not provide accounts or to provide false accounts to the authorities; (xv) environmental offenses; (xvi) the employment of illegal aliens; (xvii) crimes of racism and xenophobia; (xviii) fraud in sporting competitions, gaming, gambling or betting abuse; (xix) tax crimes; (xx) smuggling (xxi) transnational offenses.
The Organisation, Management and Control Model as per Legislative Decree 231/2001 is available on the company website at:
http://www.bologna-airport.it/it/la-societa/profilo-aziendale/amministrazionetrasparente/modello-di-orgne-231-e-codice-etico.aspx?idC=61878&LN=it-IT .
With motion of the Board of Directors of December 17, 2018, with efficacy from the date of appointment of January 1, 2019, the new Supervisory Board comprising three members was therefore appointed, in the persons of (i) Mr. Massimo Masotti, as Chairman; (ii) Ms. Maria Isabella De Luca, as member; (iii) Mr. Maurizio Ragno, as member. The Supervisory Board has independent powers of initiative and control, as set out by Article 6 of Legislative Decree 231/2001.
The Internal Audit Manager carries out Board secretarial duties, including minuting functions and constant operative support for the Board.
The Ethics Code of the company, annexed to the Organisation, Management and Control Model as per Legislative Decree 231/2001, was latterly reviewed on February 15, 2021.
From 2014 the company decided to apply to its internal control systems a number of principles set out in Law 190/2012, including them in the Organisation, Model and Control Model as per Legislative Decree 231/2001.
With regards to "anti-corruption" risks potentially impacting the operations of the Issuer in active/passive or public/private forms, and although public control is no longer exercised over Aeroporto di Bologna following the Issuer's stock market listing of July 14, 2015, the Board of Directors of Aeroporto di Bologna confirmed, in terms of voluntary compliance, its ongoing commitment to the anti-corruption system based on Model ex Leg. Decree 231/2001.
With the new Anti-corruption Policy (updated lastly on February 15, 2021 and included in the Organisation Model, replacing the previous 2014-2017 Anti-corruption Plan), the Board of Directors, on the proposal of the departed Transparency and Anti-corruption Manager, has continued to place a high priority on the prevention of all offenses covered by Law 190/2012, extending its prevention of corruption activities to public and private parties, with regards to active and passive violation, concerning the range of activities carried out and focusing on:
• conduct which may give rise to an abuse of powers/functions assigned to employees to gain a private advantage;
• the conduct of employees, where the risk of corruption of a public or private third party may arise, in terms of generating an unlawful interest or advantage for the company.
The pro-tempore Transparency and Anti-corruption Manager Ms. Silvia Piccorossi, the Legal and Corporate Affairs Manager, until December 31, 2017 was therefore, following the conclusion of mandate assigned for two biennial mandates, replaced by the Ethics and Anticorruption Committee, the body which, appointed on December 21, 2017 by the BoD, with beginning of mandate on January 1, 2018 and reconfirmed by the Board on December 21, 2020, has the duty to monitor and verify the effective implementation of the Anti-corruption Policy and its appropriateness, particularly with regards to the responsibility of:
The Anti-corruption and Ethics Committee - for the three years 2018-2020, also renewed for the three years 2021- 2023 - is composed of Silvia Piccorossi, Corporate and Legal Affairs Director, in the capacity of Chairman, Marco Verga, Organisation and People Development Director, in the capacity of member and Sonia Giannone, Internal Audit Manager, as member. It should also be noted that since 2016 the company has considered it advisable to set up an internal employee reporting system for any irregularities or violations of applicable law and internal policies (whistleblowing system). This ensures a specific and confidential information channel, as well anonymity for the person filing the report. This system has been integrated in the Organisation Model pursuant to Legislative Decree 231/2001 since April 2018.
In the meeting of December 21, 2020, at the close of the third year of the board's appointment, the members of the Anti-corruption and Ethics Committee prepared and presented its "Annual Report" to the Board of Directors.
The Shareholders' Meeting of Aeroporto di Bologna on May 20, 2015 appointed the company Reconta Ernst Young S.p.A. to audit the Annual Accounts for the financial years 2015-2023 in accordance with Article 17 of Legislative Decree 39/2010, establishing the relative remuneration, in addition to the criteria for its adjustment during the appointment.
The Board of Directors at the meeting of May 15, 2015 appointed, following the approval of the Board of Statutory Auditors, with effect from the initial date of trading, the Administration and Finance and IT Manager Patrizia Muffato as Officer in charge of preparing the corporate accounting documents in accordance with Article 154-bis of the CFA, having ascertained her fulfilment of the statutory standing requirements for Directors and of the professionalism requirements of Article 19.4 of the By-Laws, having more than three years management experience in the preparation and/or analysis and/or assessment and/or verification of accounting documents of similar complexity to those of the company. The company has also adopted - with Board of Directors' motion of August 27, 2015 - an Internal Regulation, "Guidelines for the activities of the Officer in charge of preparing the corporate accounting documents", which sets out in detail the functions, means and powers of the Officer in charge, in addition to his/her relations with the other company bodies. The Officer in charge has the following powers and means for the execution of his/her duties:
in line with the process for the setting of the company budget, on an annual basis draws up the activity plan, setting, in agreement with the Chief Executive Officer, the budget for personnel and the financial resources considered necessary to undertake the appointment;
collaborates, where considered necessary and/or beneficial for the execution of mandate, with other company functions, according to that agreed in advance with the Chief Executive Officer;
The Officer in charge, in line with regulatory and statutory provisions, is responsible for:
The Officer in charge of preparing the corporate accounting documents has appropriate means for the correct and efficient execution of his/her duties, with reference to, among other matters, the available budget.
The internal control and risk management system adopted by Aeroporto di Bologna is outlined in the preceding paragraphs (see paragraph 11), to which reference should be made to identify the principal actors involved and the main modes applied for their co-ordination.
It is underlined, in addition, that the internal rules approved by the Board of Directors of the company to set out the functioning of some of the functions related to the internal control system (Control and Risks Committee, Internal Audit, Officer in charge of preparing the corporate accounting documents) establish the main information flows and coordination mechanisms.
Considering the Board of Statutory Auditors position at the top of the supervisory hierarchy of the Issuer, in particular, the coordination practices between the actors involved in the internal control and risk management system permit the constant participation of the Chairperson of the Board of Statutory Auditors, or a delegate thereof, in the works of the Control and Risks Committee and in the establishment of an information flow by the Control and Risks Committee with the Board of Statutory Auditors for the timely exchange of relevant information for the execution of their respective duties and for the co-ordination of activities within their common scope.
The Board of Directors of the Issuer on April 13, 2015 approved a related parties transactions policy (the "Related Parties Policy"), on the basis of the regulation approved with Consob motion 17221/2010 ("RPT Regulation") and Article 2391-bis of the Civil Code. This Policy entered into force on July 14, 2015, the initial date of trading of company shares on the Italian Stock Exchange and governs the related party transactions undertaken by the company, including through subsidiaries, in accordance with Article 2359 of the Civil Code or companies however subject to its management and co-ordination, in order to ensure their substantial and procedural correctness, in addition to correct market disclosure.
The Issuer has identified the Control and Risks Committee as the body responsible for related party transactions, which as per the Related Parties Policy assumes the role of Related Parties Committee. In accordance with the Related Parties Policy, where two independent directors are not present, or where, in relation to a particular related party transaction, one or more members of the Related Parties Committee declare themselves as related with regards to a specific transaction, in protection of the substantial correctness of the transaction, the related party transactions are approved following the definition, by the Board of Directors, of equivalent controls to those outlined above for the protection of the substantial correctness of the transaction, including recourse, for the expression of the opinion, to the Board of Statutory Auditors or of an independent expert. Where the Board of Directors requests the opinion of the Board of Statutory Auditors, the members of the latter, where they have an interest, on their own behalf or on behalf of third parties, in the transaction, provide notice of such to the other Statutory Auditors, stating the nature, conditions, origin and extent of the interest.
Where the nature, size and characteristics of the transaction requires, the Related Parties Committee, or where applicable, the parties replacing them, may appoint at the expense of the company, one or more independent experts of their own choice, in order to obtain specific expert reports and/or fairness and/or legal opinions.
The Issuer, as a listed company as well as a smaller-sized company as per Article 10 of the RPT Regulation, applies to the related party transactions, including significant transactions (as identified as per Annex 3 of the RPT Regulation), as an exemption to Article 8 of the Regulation, a procedure identified as per the principles and rules of Article 7 of the same Regulation. These are subject to the provisions of Article 5 of the RPT Regulation ("Disclosures to the public on related party transactions"). Without prejudice to the annual assessment of the Related Parties Policy, upon approval of the financial statements the Issuer shall assess the necessary amendments to the Related Parties Policy, in accordance with Article 3, paragraph 1, letter g) of the RPT Regulation. This is carried out in light of the changes - detailed below - to governance of related party transactions following the publication of Legislative Decree no. 49 of May 10, 2019, and considering the outcome of the current Consob consultation on changes to its own RPT Regulation.
In accordance with the Related Parties Policy, the Related Parties Committee is called to review in advance and issue an opinion on the various types of related party transactions, with the exception of those transactions which under the Related Parties Policy are excluded from the application of the stated procedures (see herein).
In particular, related party transactions not within the scope of the shareholders' meeting are approved and/or executed by the officer responsible for their approval and/or execution as per the company's governance rules, having received the non-binding reasoned opinion of the Related Parties Committee. Therefore, having ascertained the significance of the transaction as per the RPT Regulation, the department responsible communicates such in a timely manner to the competent party for the approval and/or execution of the transaction; this latter, having positively assessed the transaction's viability, informs in writing and without delay - through the responsible department - the members of the Related Parties Committee so that they may declare in writing the absence of connections with regard to the specific transaction. The Related Parties Committee meets on a timely basis in view of the date expected for the approval and/or execution of the transaction. The meetings, to which the Board of Statutory Auditors are invited, are attended, where requested, by the senior directors or executives (including executives appointed to undertake the negotiations or preparatory work) of the company or of any subsidiaries, as well as other parties indicated by the Related Parties Committee. The Related Parties Committee, in the formulation of its opinion, also evaluates the interests of the company in the transaction, as well as of the benefits and substantial correctness of the relative conditions.
Where a transaction is within the remit of the Shareholders' Meeting or must be authorised by it, for the approval of the proposal by the Board of Directors, to be presented to the Shareholders' Meeting, the above provisions mutatis mutandis are applicable.
The Related Parties Policy establishes that it is not applicable to:
In applying the above exemptions, the Related Parties Policy requires that due account is taken of Consob Communication No. 10078683 of September 24, 2010.
The Related Parties Policy in addition categorises minor transactions, with regards to which in compliance with the faculty established by the RPT Regulation, the Related Parties Policy is not applied, as is the case for related party transactions whose value does not exceed Euro 250,000.00. This exclusion does not apply in the case of several similar minor transactions or undertaken for common purpose, concluded with the same related party or with parties related to this latter and with the company, which, cumulatively considered, exceed the amount indicated above.
The Related Parties Policy - with the company having availed of the exceptions respectively established by Article 11, paragraph 5 and Article 13, paragraph 6 of the RPT Regulation provides for the exclusion from its scope of urgent transactions, also within the remit of the Shareholders' Meeting, carried out by the company directly or through subsidiaries, within the limits of and in compliance with the conditions established by the applicable statutory provisions or by the RPT Regulation.
Finally, in relation to significant transactions, realised also through any subsidiaries, the company prepares, pursuant to Article 114, paragraph 5 of the CFA, an information document in accordance with the terms and procedures indicated in Article 5 of the RPT Regulation and in compliance with that contained in Annex 4 of the Regulation.
"Significant transactions" are those with related parties undertaken by the company directly or through subsidiaries, where the following 5% thresholds (all described in greater detail in Annex 3 to the Regulation and in CONSOB Communication No. 10078683 of September 24, 2010, to which reference should be made) are exceeded:
The Related party transactions regulation adopted by the company is available on the company website, on the "Corporate Governance" page of the Investor Relator section.
It should be noted that in the last months of 2019 CONSOB launched a consultation on voting in implementation of Directive (EU) 2017/828 (Shareholder Rights Directive II), which resulted in CONSOB Resolution No. 21624 of December 10, 2020 "Amendments to the Regulation containing provisions on Related Party Transactions and the Regulation containing rules for the implementation of Legislative Decree No. 58 of February 24, 1998 on Markets, as amended".
The principal amendments refer to:
A number of amendments are proposed concerning cases of exemption and the sanctions regime.
With regards to the method to appoint the Board of Statutory Auditors, the Shareholders' Meeting appoints a statutory auditor and two alternate auditors - these latter from each gender - of the Board of Statutory Auditors and establishes - for the duration of the appointment - its remuneration. In accordance with Article 11, paragraphs 2 and 3, of the Decree of the MIT of November 12, 1997 No. 521, the appointment of the Chairperson of the Board of Statutory Auditors is reserved to the MEF and the appointment of a Statutory Auditor is reserved to the MIT. The efficacy of the above ministerial appointments, where undertaken in a timely manner and, therefore, in advance of the Shareholders' Meeting called for the appointment of the corporate boards, runs from the date of this Shareholders' Meeting.
The composition of the Board of Statutory Auditors, following co-ordination with the competent Ministries, should ensure compliance with Article 2397 of the Civil Code, in addition to gender equality in accordance with the applicable statutory and regulatory provisions.
In accordance with legal provisions, pursuant to Article 148, paragraph 1-bis of the CFA and Criterion 8.C.3 of the Self-Governance Code, the Issuer confirms that at least a third of the members of the Board of Statutory Auditors belong to the under-represented gender. Upon approval of the financial statements as at December 31, 2018, the term of office of the outgoing Board of Statutory Auditors ended and the Board of Statutory Auditors in office was appointed.
Where during its mandate one or more statutory auditors are no longer present, the alternate auditors supplement the Board in order of seniority, subject to the fact that the gender balance conditions continue to be met, with supplementation therefore taking place in a manner which ensures that the gender balance requirements for the control boards are met.
For the duration of mandate, the Statutory Auditors should meet the requirements as per Article 2399 of the Civil Code and the other applicable provisions.
The loss of these requirements results in the immediate departure of the Statutory Auditor and his/her replacement by the eldest alternate auditor by seniority, and however so as to ensure the satisfaction of the gender balance rules.
The office expires at the date of the shareholders' meeting called for the approval of the financial statements relating to the third year of the office held. The termination of the appointment is effective from the moment the new Board is reconstituted, subject to the application of Legislative Decree No. 293 of May 16, 1994, converted into law with amendments by Article 1, paragraph 1, Law No. 444 of July 15, 1994.
Pursuant to Consob Motion no. 13 of January 24, 2019, confirmed by Consob Motion no. 28 of January 30, 2020, for 2020 the percentage for the presentation of the aforementioned lists for the appointment of Statutory Auditors is 2.5%.
As per Article 25 of the By-Laws, at the reporting date, the Board of Statutory Auditors consists of three Statutory Auditors and two Alternate Auditors. The Board of Statutory Auditors in office was appointed by the Shareholders' Meeting of April 29, 2019 (on the basis of the slate voting by-law provisions) and shall remain in office until the date of the Shareholders' Meeting called to approve the financial statements as at December 31, 2021. The Board of Statutory Auditors in office appointed at the Shareholders' Meeting of April 29, 2019 is composed as follows:
| Name and Surname | Office | Place and date of birth |
|---|---|---|
| Pietro Voci | Chairperson | Rome, March 14, 1956 |
| Samantha Gardin | Statutory Auditor | Luco (RA), September 3, 1980 |
| Alessandro Bonura | Statutory Auditor | Rome, April 14, 1966 |
|---|---|---|
| Violetta Frasnedi | Alternate Auditor | Bologna, October 21, 1972 |
| Alessia Bastiani | Alternate Auditor | Florence, July 12, 1968 |
Pietro Voci - Born in Rome on March 14, 1956, in 1979 he graduated in Law from the "La Sapienza" University in Rome, having specialised in Administration. From 1980 to 1991 he was a managing officer of the Ministry of State Holdings, and also collaborated with the Commission for Operational Reorganisation of Management Bodies and the Technical and Scientific Committee of the Ministry. From 1991 to 2015 he held the position of Director of Public Finance Inspection Services. Since 2012 he has also acted as Commissioner ad acta for the implementation of measures to rationalise holdings in the Campania Region. He also teaches, carries out research, and has published numerous books and scientific articles on various administrative topics.
Samantha Gardin - born in Lugo (RA), on September 3, 1980, she graduated in Economics and Business Management from the University of Bologna. She is enrolled on the Accountants Register of Ravenna at no. 506/A, and the Auditors' Register at no. 162978. From 2006 to 2013 she worked as a supervisor for Deloitte & Touche SpA, gaining experience in the areas of auditing, preparation of financial statements, business controls advisory, IAS transactions, due diligence and IPO compliance. In 2015 she began a collaboration with the Commission for Institutional Affairs and Budget of the Emilia Romagna Region. She also carries out various support and consultancy activities for local and regional authorities.
Alessandro Bonura - Born in Rome on April 14, 1966, she graduated in Economics and Commerce from the "La Sapienza" University in Rome. He has been enrolled on the Accountants Register of Rome since September 1992. He is Registered Auditor no. 68939 (Ministerial Decree of March 26, 1996 published in the Official Gazette no. 28-bis on April 5, 1996) and enrolled on the Register of Auditors of Local Authorities held by the Ministry of the Interior since its establishment in 2012. He also teaches, carries out research, and has published numerous books and scientific articles on various administrative topics.
None of the members of the Board of Statutory Auditors are related as per Book I, Section V of the Civil Code with other members of the Board of Statutory Auditors, nor with members of the Board of Directors of the Issuer or executives and other parties holding strategic roles at the Group.
In addition, none of the members of the Board of Statutory Auditors hold positions or carry out on a continual basis activities, or provide services of a professional nature (directly or indirectly), to the Issuer or Group companies. All members of the Board of Statutory Auditors are considered independent in accordance with Article 148, paragraph 3 of the CFA and the Self-Governance Code, while also meeting the professionalism and standing requirements under the Regulation adopted with Ministry of Justice Decree No. 162 of March 30, 2000.
With regards to the standing requirements, none of the members of the Board of Statutory Auditors fall within the exclusions as per Article 2 of the Ministry of Justice Decree No. 162 of March 30, 2000.
Statutory auditors with personal or third party interests in a motion should inform in a timely and exhaustive manner the chairperson of the Board of Statutory Auditors and the other members.
As expected, in accordance with legal provisions and pursuant to Art. 148, paragraph 1-bis of the CFA and Criterion 8.C.3 of the Self-Governance Code, at least a third of the members of the Board of Statutory Auditors belong to the under-represented gender. The Board of Statutory Auditors will remain in office until the approval of the 2021 Annual Accounts.
The Issuer did not consider it appropriate to adopt additional diversity policies relating to gender composition aspects as the ministerial appointments are already aligned with legal requirements: a selection with agreement between ministries will already be able to ensure the gender diversity envisaged by law.
As regards the requirements of professionalism, these are already envisaged by applicable legislative and regulatory provisions.
It should be noted that with regard to gender requirements for corporate bodies, Law no. 160 of December 27, 2019 (Budget Law 2020) amended articles 147-ter and 148 of the CFA, which extended the related obligations to six consecutive terms and increased the number of Directors and Statutory Auditors of the underrepresented gender who must be elected to Corporate Boards from 1/3 to 2/5. Previously-listed issuers are required to comply with these new quota provisions from the first Board re-election after the new provisions enter into force (i.e. after January 2020). The composition of the Corporate Boards of Aeroporto di Bologna reflected in this Report is therefore compliant with the regulations prior to the aforementioned legislative amendment, which was in force on the date of election of the Board. It should also be noted that, as a result of the aforementioned change in the duration of the legal obligation on gender balance and the mechanism for the automatic transposition of the regulations in force on the subject set out in the Company's By-Laws, Aeroporto di Bologna has not deemed it necessary to make any corrections to the gender balance provisions set out in its By-Laws aimed at ensuring compliance with the criteria, even after the expiry of the previous regulations, as recommended by the Self-Governance Code.
* * *
The Board of Statutory Auditors in undertaking its duties reviewed the independence of the audit firm, ensuring compliance with regulatory provisions and the nature and extent of the various services provided to the Company and its subsidiaries by the audit firm.
The Board of Statutory Auditors meets at least every ninety days on the initiative of one of the members. The Board is validly constituted with the presence of a majority of the Statutory Auditors and passes motions with the approval of a majority of Statutory Auditors.
The Board of Statutory Auditors appointed by the Shareholders' Meeting of April 29, 2019, met 6 time, with an average duration of approx. 55 minutes. The percentage participation of each statutory auditors at the Board's meetings is presented below:
| Name and Surname | Office | % attendance of the members of the Board of Statutory Auditors |
|---|---|---|
| Pietro Voci | Chairperson | 100% |
| Samantha Gardin | Statutory Auditor | 100% |
| Alessandro Bonura | Statutory Auditor | 100% |
The Shareholders' Meeting of April 29, 2019 resolved to allocate to each of the members of the Board of Statutory Auditors the following compensation, to be considered inclusive of "reimbursement for general research expenses and for indemnities incurred to travel outside the Municipality where the workplace of the Statutory Auditor is located", and remuneration for any opinion on the motion of the Board of Directors fixing the remuneration of the Senior Executives, as per Article 2389, paragraph 3 of the Civil Code, in addition to any opinions on the Board of Directors motion concerning the co-option of Directors; all remuneration shall be settled on a quarterly basis:
In view of the increase in the aforementioned compensation, an indemnity will no longer be paid for travel times, as such are considered absorbed into the remuneration at points (i), (ii) and (iv) above.
The remuneration of the Statutory Auditors is commensurate with the commitment required, the importance of the role covered, in addition to the size and sector of the company, as envisaged by Criterion 8.C.4.
The Board of Statutory Auditors verifies the independence of its members on its appointment in accordance with the Code and lastly on October 12, 2020, and such has been communicated to the market.
It was not considered necessary in 2020 for the members of the Board of Statutory Auditors to participate in initiatives centred on the provision of appropriate knowledge on the segment in which the Issuer operates, on company dynamics and on their development, in addition to the regulatory and self-regulatory framework, as its members are already considered appropriately informed on the basis of positions previously held at the company and as updated during the listing process.
Specific procedures are in place to ensure that statutory auditors who, on his/her own behalf or that of third parties, have an interest in a certain transaction of the issuer, inform the other statutory auditors and the Chairperson of the Board of Statutory Auditors in a timely and comprehensive manner, regarding the nature, terms and extent of his/her interest, as per Criterion 8.C.5.
In executing its duties, the Board of Statutory Auditors co-ordinates with the internal audit function and with the Control and Risks Committee through attendance at meetings of this Committee of the Chairperson of the Board of Statutory Auditors, and of the Internal Auditor, on the invitation of the Chairperson of the Committee, in application of Criteria 8.C.6 and 8.C.7.
Financial communication for Aeroporto di Bologna plays a key role in the creation of value for the Group: the Issuer confirms its wish to continual dialogue with the institutional investors, with the shareholders and with the market in compliance with the procedures adopted for the outside communication of documents and inside information. A specific "Investor Relations" function has therefore been set up, collaborating with the Chief Executive Officer and the Board of Directors to ensure the consistent circulation of exhaustive and timely disclosure through press releases, meetings with the financial community and periodic updates on the company website (www.airport-bologna.it). An easily identifiable and accessible to shareholders "Investor Relations" section is available on the website, allowing them to knowledgeably exercise their rights.
On March 14, 2019, the Board of Directors appointed Patrizia Muffato as Investor Relator. She had previously also held the roles of Administration and Finance Director and Executive Officer. At December 31, 2020, she also held the position of Investor Relator.
The function ensures that institutional investors and analysts are kept up-to-date on the strategies pursued, the short and medium-term objectives and on the results achieved.
Investor Relations are developed externally through continual contact with investors, analysts and the financial institutions, and internally through collaboration with other company functions in order to make available Group information and so better interact with the financial community.
This information, which complies with regulatory obligations - the corporate accounting documents, the financial press releases, policies and codes - or that prepared voluntarily to ensure transparent and timely communication, is published on the company website.
The main Investor Relations activities carried out by the Group in 2020 included:
In accordance with the By-Laws, the Shareholders' Meeting was called, in accordance with law, by means of the notice published on the company website and according to the other means set out by the applicable rules and regulations.
The Ordinary and Extraordinary Shareholders' Meetings are usually held in single call, in accordance with Article 2369, paragraph 1 of the Civil Code. The Board of Directors may also stipulate that the Shareholders' Meeting is held through a number of calls, in accordance with law. The Board of Directors has the right to call the Shareholders' Meeting, subject to the power of the Board of Statutory Auditors, or of at least two of its members, to call the meeting, as per Article 151 of the CFA and the other applicable rules and regulations.
In accordance with Articles 9 and 10 of the By-Laws, the right to attend the Shareholders' Meeting is governed by the applicable regulation. Those with the right to attend the Shareholders' Meeting may be represented by a proxy in accordance with law. Electronic notification of proxy may be made, in the manner indicated in the call notice, by sending a message on the appropriate section of the Issuer's website (as advised in the notice). The call notice may also indicate, in accordance with applicable legislation, additional methods of electronic notification of proxy that may be used for the specific Shareholders' Meeting to which the call notice refers.
The Board of Directors may stipulate, in relation to individual Shareholders' Meetings, that those with the right to attend the Shareholders' Meeting and exercise voting rights participate at the Shareholders' Meeting electronically. In this case, the call notice shall specify, also by means of indication on the company website, the established means for participation.
Multiple vote or loyalty shares are not provided for.
In accordance with Article 11 of the By-Laws, the Shareholders' Meeting is chaired by the chairperson of the Board of Directors. In his/her absence or impediment, the Shareholders' Meeting is chaired by the Vice Chairperson, where appointed, or, in the case of his/her absence or impediment, by a person nominated by the meeting itself. The Chairperson of a Shareholders' Meeting shall be assisted by a secretary (who need not be a shareholder) designated by the attendees, who may appoint one or more tellers.
In accordance with Article 12 of the By-Laws, the Shareholders' Meeting decides both in ordinary and extraordinary session on the matters reserved to it under law or as per the By-Laws and according to statutory majority. In accordance with the By-Laws, decisions concerning: (a) the setting up and closing of secondary offices; (b) the appointment of directors as company representatives; (c) the reduction of the share capital in the case of withdrawal of one or more shareholders; (d) the adjustment of the By-Laws in line with regulations, are within the scope of the Board of Directors.
The company adopted a Shareholders' Meeting regulation at the Shareholders' Meeting of May 20, 2015. This regulation is available on the company website, on the "Corporate Governance" page of the Investor Relator section. It governs and guarantees the right of each shareholder to take the floor regarding matters on the agenda under discussion.
In 2020, the Shareholders' Meeting met once (April 30, 2020), with the Board reporting to the meeting on the activities carried out and scheduled, seeking to ensure that shareholders have adequate information regarding the necessary elements, so that they could take knowledgably consider the decisions within their scope. The Directors Enrico Postacchini, Nazareno Ventola and Silvia Giannini took part in this Meeting. Also present were all the members of the Board of Statutory Auditors, Pietro Voci, Samantha Gardin and Alessandro Bonura.
In 2020, proposals were not made to the Shareholders' Meeting by the majority shareholders of the company or those exercising significant influence, other than those put forward by the Board of Directors.
The Board, through the Chairperson, reported to the Shareholders' Meeting on the activities carried out and those scheduled. The Board of Directors reported on the activities carried out and endeavoured to ensure that shareholders had all necessary information so that they could take, with sufficient knowledge, the decisions within the authority of a Shareholders' Meeting.
No significant changes took place in 2020 to the capitalisation and the ownership structure so as to require the Board to propose By-Law amendments with regards to the percentages established for the exercise of the shares and the prerogatives in defence of minorities, other than those established by law or applicable regulations for companies listed on the Italian Stock Exchange.
No additional corporate governance practices than those outlined above are indicated.
No changes took place subsequent to December 31, 2020 other than those indicated previously in this report.
The letter of December 22, 2020 signed by the Chairman of the Corporate Governance Committee was shared on January 21, 2021 with the Chairman, the Chief Executive Officer and the Chairman of the Board of Statutory Auditors.
More specifically, with reference to the letter and the recommendations contained therein, it should be noted that the Corporate Governance Committee, as a result of the findings of the 2020 Report, deemed it necessary to reconsider the set of recommendations provided over the last four years, with indications and suggestions for a better application of the most innovative aspects of the new Corporate Governance Code, which will come into force in the year 2021 and will therefore be considered in the Corporate Governance Report to be published in the year 2022.
On the matters arising it is specified that:
With regard to the issues of integration of the sustainability of the business, the internal control and risk management system and the remuneration policy with the aim of impacting the generation of value in the long term, it is noted that the Issuer considered it appropriate from 2019 to integrate the strategy already adopted by integrating "sustainability" into the "Performing Corporation" cross pillar, thus transforming it into "Performing and sustainable Corporation"; the remuneration policy was also updated in this direction, in full alignment with the strategy. At the beginning of the current 2021, in addition, greater formal impetus was given to the numerous so-called ESG initiatives and projects with the setting up of a managerial sustainability committee, also conferring the functions of Sustainability Committee to the Control and Risks Committee on March 15, 2021. In addition, as a result of the strong impacts from the pandemic emergency, an in-depth analysis of the risk matrix was launched in 2020 and concluded with the formal Board approval of January 25, 2021 and which will be subject to particularly careful monitoring and control. The Remuneration Policy, approved at the Shareholders' Meeting to approve the 2019 Annual Accounts and with a three-year duration, already contains among its objectives those identified by the Committee on the subject.
In light of the recommendation to ensure adequate information flows to the Board of Directors, guaranteeing that confidentiality needs are met without compromising the completeness, accessibility and timeliness of information, it should be noted that the selfassessment questionnaire contained specific questions on this issue, but that no related criticisms were reported. The IT platform implemented during 2019 received very positive praise from the Directors. The deadlines for submitting documents are set out in the Regulation on the functioning of the Issuer's Board of Directors, as last updated on January 25, 2021, and are usually complied with, although during the Board's meetings ample time is always available to illustrate and discuss each single issue, with the support of executive summaries and other explanatory documents.
The invitation to the administrative boards to more rigorously apply the independence criteria set out by the Code and the supervisory bodies to monitor the correct application of these criteria, in continuity with the recommendations of December 2018, has been and will continue to be the subject of attention. During 2020, the criteria provided by the Code were diligently applied at all times in assigning the status of independent director.
With reference to the Board's contribution to the definition of strategic plans, in the latest self-assessment questionnaires the Board unanimously confirmed that it had reviewed and approved the strategic, industrial and financial plans of the Company and the Group. The process was, until now, overseen by the Chairman, appropriately assisted by the company's Secretariat and the outcome of the self-assessment was shared during the Board and, furthermore, independent directors were called upon to propose suggestions for further improvement of the Board's activities;
As illustrated above, the company did not consider it necessary to appoint the Appointments Committee provided for in Article 5 of the Self-Governance Code, in view of the slate voting mechanism established by the By-Laws which leaves the proposal of candidates for the Board of Directors to shareholders.
With regard to the invitation to the Board - and consequently to the Remuneration Committee - on the subject of remuneration policies, it should be underlined that the Issuer has adopted a specific policy concerning the remuneration of executive directors and senior executives that is periodically reviewed and is based on bonuses (annual and medium-long term) that are in any case related to set targets in line with the corporate strategy, whose objectives also include non-financial indicators. The remuneration paid to Non-Executive Directors and members of the Control Board in order to verify its adequacy compared to the competence, professionalism and commitment required by those offices, is performed by the Remuneration Committee, whose decisions and checks are at all times supported by benchmark analyses of companies of similar size or within the same sector.
Summaries on the composition of the Board of Directors and the Board of Statutory Auditors in office at the date of this report are provided as an annex.
A list of any positions held by each director of the Issuer in companies listed on regulated markets, including overseas, in financial, banking and insurance companies or of a significant size are annexed to this report.
Bologna, March 15, 2021
Enrico Postacchini
| SHARE CAPITAL STRUCTURE | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No. shares |
% of share capital |
Listed (indicate market)/not listed | Rights and obligations | |||||||
| Ordinary shares | 36,125,665 | 100% | Free float on MTA | The shares are to bearer, indivisible and with one vote at the ordinary and extraordinary shareholders' meetings of the company attached according to law and the by-laws, in addition to further statutory administrative and equity rights for shares with voting rights. |
||||||
| Shares with limited voting rights |
/ | / | / | / | ||||||
| Shares without voting rights |
/ | / | / | / | ||||||
| OTHER FINANCIAL INSTRUMENTS (attributed the right to subscribe to new share issues) |
||||||||||
| Listed (with market indicated)/not listed |
No. of instruments outstanding |
Class of shares for conversion/exercise | No. of shares for conversion/exercise | |||||||
| Convertible bonds | / | / | / | / |
| SIGNIFICANT SHAREHOLDINGS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shareholder | Number of shares | % of ordinary share capital | % of voting share capital | |||||||
| Bologna Chamber of Commerce | 14,124,377 | 39.10% | 39.10% | |||||||
| Atlantia S.p.A. | 10,613,628 | 29.38% | 29.38% | |||||||
| F2I Fondi Italiani per le Infrastrutture SGR S.p.A. |
3,609,343 | 9.99% | 9.99% |
| Control and Risks Remuneratio Committee n Committee (CRC) (RC) |
Possible Appointmen ts Committee |
Possible Executive Committee |
The Related Parties Committee; (RPC) |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Office | Members | Year of birth |
Date of initial appointme nt* |
In office from |
In office until | Slate (M/m) ** |
Exec. | Non Exec. |
Ind. as per Code |
Ind. as per CFA |
(*) | No. of other offices (*) |
(*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) |
| Chair | Enrico Postacchini |
1958 | 22.06.2014 | 29.04.2019 | App. Accounts 2021 | M | X | 11/11 | NA | NA | NA | NA | NA | NA | NA | |||||||
| Chief Executive Officer |
Nazareno Ventola |
1966 | 14.7.2015 | 29.04.2019 | App. Accounts 2021 | M | X | 11/11 | NA | NA | NA | NA | NA | NA | NA | |||||||
| Director | Giada Grandi | 1960 | 22.7.2011 | 29.04.2019 | App. Accounts 2021 | M | X | 10/11 | 1 | 4/4 | M | NA | NA | NA | NA | NA | NA | |||||
| Director | Laura Pascotto | 1972 | 27.4.2016 | 29.04.2019 | App. Accounts 2021 | m | X | X | X | 11/11 | NA | 7/7 | M | 4/4 | M | NA | NA | NA | NA | X | NA | |
| Director | Marco Troncone | 1971 | 14.11.2018 | 29.04.2019 | App. Accounts 2021 | m | X | X | 11/11 | NA | 4/7 | M | NA | NA | NA | NA | X | NA | ||||
| Director | Silvia Giannini | 1952 | 29.04.2019 | 29.04.2019 | App. Accounts 2021 | M | X | X | X | 11/11 | 1 | 7/7 | P | NA | NA | NA | NA | X | NA | |||
| Director | Eugenio Sidoli | 1964 | 29.04.2019 | 29.04.2019 | App. Accounts 2021 | M | X | X | X | 10/11 | NA | 4/4 | P | NA | NA | NA | NA | NA | NA | |||
| Director | Valerio Veronesi | 1958 | 29.04.2019 | 29.04.2019 | App. Accounts 2021 | M | X | 10/11 | NA | NA | NA | NA | NA | NA | NA | |||||||
| Director | Gennarino Tozzi | 1955 | 29.04.2019 | 29.04.2019 | Resignation on 17.07.2020 |
m | X | X | X | 5/6 | NA | NA | NA | NA | NA | NA | NA | |||||
| Director | Giovanni Cavallaro |
1982 | 12.10.2020 | 12.10.2020 | App. Accounts 2021 | m | X | X | X | 3/3 | NA | NA | NA | NA | NA | NA | NA | |||||
| Indicate the quorum required for the submission of slates by minority shareholders for the election of one or more members: 2.5% | ||||||||||||||||||||||
| Number of meetings held in the year: | BOARD OF DIRECTORS: 11 | CRC: 7 | RC: 4 | AC: NA | EC:NA | CPC:NA |
| Office | Members | Year of birth |
In office from | In office until | Slate (M/m) ** |
Ind. as per Code |
Attendances *** |
Number of other offices **** |
|---|---|---|---|---|---|---|---|---|
| Chairman | Pietro Voci | 1956 | 29.04.2019 | App. Accounts 2021 | NA1 | X 6/6 |
||
| Statutory Auditor | Samantha Gardin | 1980 | 29.04.2019 | App. Accounts 2021 | NA1 | X | 6/6 | |
| Statutory Auditor | Alessandro Bonura | 1966 | 29.04.2019 | App. Accounts 2021 | m | X | 6/6 | |
| Alternate Auditor | Violetta Frasnedi | 1972 | 29.04.2019 | App. Accounts 2021 | M | X | / | - |
| Alternate Auditor | Alessia Bastiani | 1968 | 29.04.2019 | App. Accounts 2021 | m X / |
- |
* The first appointment of each Statutory Auditor refers to the date on which the Statutory Auditor was appointed for the first time to the Board of Statutory Auditors of the issuer
** In this column M/m is indicated according to whether the member was elected by the majority (M) or minority (m) slate.
*** This column indicates statutory auditors' participation in meetings of the Board of Statutory Auditors (no. of attendances/no. of meetings held during the effective period of office).
**** This column indicates the number of offices of director or statutory auditor in accordance with Article 148 bis of the CFA.
1 Ministerial appointment statutory auditor.
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