Pre-Annual General Meeting Information • Mar 29, 2021
Pre-Annual General Meeting Information
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changes a Shareholders' Meeting resolution dating back to 2006, confirmed in 2009; the Board also established the annual fees for the two independent directors forming part of the Supervisory Body and its Chairman as well as for the Lead Independent Director. No further fees are envisaged. The economic value of the previous fees, which had remained unchanged since 2006, was updated. The Directors are also entitled to reimbursement of expenses incurred for reasons connected with their role. Note that there is no variable remuneration component for non-executive directors, nor are they the recipients of remuneration plans based directly or indirectly on shares.
Lainate, 11 March 2021
on behalf of the Board of Directors
Mr Massimo della Porta Chairman
| BOARD OF DIRECTORS | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Members | Year of birth |
Date of first appointment * (no. of years in SAES) |
In office since |
In office until | List (M / m) ** |
Executive | Non Executive |
Independence based on the Code |
Independence based on Consolidated Finance Law |
Number of other positions *** |
Attendance at BoD meetings (*) |
Audit and Risk Sutainab ility Committe e (**) |
Remun. and Appointmen t Committee (**) |
| President | Massimo della Porta |
1960 | 1994 (26) |
24.04.18 | Shareholder s' Meeting for the approval of the 2020 financial statements |
M | X | 1 | 15/15 | |||||
| Vice Chairman, Managing Director and Chief Financial Officer |
Giulio Canale |
1961 | 1994 (26) |
24.04.18 | Shareholder s' Meeting for the approval of the 2020 financial statements |
M | X | - | 15/15 | |||||
| Director | Adriano De Maio |
1941 | 2001 (19) |
24.04.18 | Shareholder s' Meeting for the approval of the |
M | X | X | - | 15/15 | 3/4 M |
| BOARD OF DIRECTORS | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Members | Year of birth |
Date of first appointment * (no. of years in SAES) |
In office since |
In office until | List (M / m) ** |
Executive | Non Executive |
Independence based on the Code |
Independence based on Consolidated Finance Law |
Number of other positions *** |
Attendance at BoD meetings (*) |
Audit and Risk Sutainab ility Committe e (**) |
Remun. and Appointmen t Committee (**) |
| 2020 financial statements |
||||||||||||||
| Director | Alessandra della Porta |
1963 | 2013 (7) |
24.04.18 | Shareholder s' Meeting for the approval of the 2020 financial statements |
M | X | - | 14/15 | |||||
| Director | Luigi Lorenzo della Porta |
1954 | 2012 (8) |
24.04.18 | Shareholder s' Meeting for the approval of the 2020 financial statements |
M | X | - | 15/15 | |||||
| Director | Andrea Dogliotti |
1950 | 2006 (14) |
24.04.18 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | X | - | 15/15 |
| BOARD OF DIRECTORS | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Members | Year of birth |
Date of first appointment * (no. of years in SAES) |
In office since |
In office until | List (M / m) ** |
Executive | Non Executive |
Independence based on the Code |
Independence based on Consolidated Finance Law |
Number of other positions *** |
Attendance at BoD meetings (*) |
Audit and Risk Sutainab ility Committe e (**) |
Remun. and Appointmen t Committee (**) |
| Director | Gaudiana Giusti |
1962 | 2015 (5) |
24.04.18 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | X | X | X | 2 | 14/15 | 4/6 M | 4/4 P | |
| Director° | Stefano Proverbio |
1956 | 2015 (5) |
24.04.18 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | X | X | X | 2 | 15/15 | 6/6 M | ||
| Director | Luciana Rovelli |
1973 | 2015 (5) |
24.04.18 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | X | X | X | - | 14/15 | 6/6 P | 4/4 M | |
| Directors leaving office during the Financial Year | ||||||||||||||
| BOARD OF DIRECTORS | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Members | Year of birth |
Date of first appointment * (no. of years in SAES) |
In office since |
In office until | List (M / m) ** |
Executive | Non Executive |
Independence based on the Code |
based on | Independence Consolidated Finance Law |
Number of other positions *** |
at BoD meetings (*) |
Attendance | Audit and Risk Sutainab ility Committe e (**) |
Remun. and Appointmen t Committee (**) |
| Number of meetings held during the Financial Year Board of Directors Audit, Risk and Remun. and Appointment Appointment |
||||||||||||||||
| Sustainability Committee | Committee | Committee | ||||||||||||||
| 15 6 4 N/A |
||||||||||||||||
| Quorum required for the submission of the lists by minorities for the election of one or more members (pursuant to article 147-ter of the Consolidated Finance Law): 4.5% | ||||||||||||||||
| On the date of this Report, the requested share is 4.5% of the share capital with voting rights (as established by CONSOB with Management Resolution no. 44 of 29 January 2021). |
NOTES
The symbols below must be entered in the column "Position":
• This symbol indicates the Director in charge of the Internal Control and Risk Management System.
◊ This symbol indicates the main person in charge of the management of the issuer (Chief Executive Officer or CEO).
○ This symbol indicates the Lead Independent Director (LID).
* The date of the first appointment of each director means the date on which the director was appointed for the first time (ever) to the Board of Directors of the issuer.
** The list from which each director was selected is indicated in this column ("M": majority list; "m": minority list; "BoD": list presented by the Board of Directors).
*** This column indicates the number of positions as director or statutory auditor held by the person in question in other companies listed in regulated markets, even abroad, in financial, banking, insurance or large companies. These positions are explained in detail in the Report on Corporate Governance.
(*) This column indicates the attendance of the directors at the meetings of the BoD and committees respectively (indication of the number of meetings that he/she has attended compared to the total number of meetings that he/she could have attended (e.g. 6/8; 8/8, etc.)).
(**) This column indicates the position held by the director within the Committee: "C": Chairperson; "M": member.
| Position | Members | Year birth |
of | Date of first appointment |
In office since | In office until | List M / m |
Independence based on the Code |
Attendance at Board meetings |
Other positions |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Vincenzo Donnamaria |
President | 1955 | 1997 | 24/04/2018 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | n.a. | 6/6 | 20 | |||
| Sara Anita Speranza | Standing Auditor |
1972 | 2015 | 24/04/2018 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | n.a. | 6/6 | 30 | |||
| Maurizio Civardi | Standing Auditor |
1959 | 2017 | 24/04/2018 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | n.a. | 6/6 | 53 | |||
| Massimo Gabelli | Alternate Auditor | 1970 | 2018 | 24/04/2018 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | n.a. | n.a. | n.a. | |||
| Mara Luisa Sartori | Alternate Auditor | 1971 | 2018 | 24/04/2018 | Shareholders' Meeting for the approval of the 2020 financial statements |
M | n.a. | n.a. | n.a. | |||
| AUDITORS LEAVING OFFICE DURING THE FINANCIAL YEAR | ||||||||||||
| Quorum required for the submission of the lists by minorities for the election of one or more members (pursuant to article 148 of the Consolidated Finance Law): On the date of this Report, the requested share is 4.5% of the share capital with voting rights (as established by CONSOB with Management Resolution no. 44 of 29 January 2021). |
4.5% | |||||||||||
| Number of meetings during the Financial Year | 6 |
| POSITIONS | ||
|---|---|---|
| NAME | Company | Position |
| Giulio Canale | - | - |
| Adriano De Maio | - | - |
| Alessandra della Porta | - | - |
| Luigi Lorenzo della Porta | - | - |
| Massimo della Porta | Alto Partners SGR S.p.A. | Independent Director |
| Andrea Dogliotti | - | - |
| Gaudiana Giusti | A2A S.p.A. Carige S.p.A. |
Non-Executive Director |
| Stefano Proverbio | Angelini Holding Coesia S.p.A. |
Non-Executive Director |
| Luciana Rovelli | - | - |
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