Board/Management Information • Mar 27, 2020
Board/Management Information
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Milan, 27 March 2020
© Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione


3. The recruitment firm draws up a list of potential candidates who match the job description as approved by the Board of Directors. Based on the list prepared by the external consultant, the CGNS Committee begins individual interviews with each candidate.
After the interview stage, the CGNS Committee draws up a shortlist, based on the list prepared by the external consultant. The shortlist is submitted to the Board of Directors.
1. Engagement of external consultant
2. Definition of candidates' profile 3. Candidate interviews and shortlisting
4. Nomination of the list of candidates

2. The CGNS Committee, with the assistance of the external consultant, identifies the personal, professional and independence requirements considered to be optimal for the office or the specific position. Once selected the ideal candidates, the CGNS Committee submits the profiles to the Board of Directors for approval.
4. The Board of Directors decides on the proposal received from the CGNS Committee approving the list to be presented in the Annual General Meeting.
*CGNS Committee= Corporate Governance, Nominations and Sustainability Committee

100% Governance
91% Sustainability


| SKILLS & EXPERTISES | MANGIAGALLI | FOTI | SAITA | GIANNOTTI | ALBANO | MONTANARI | ZUNINO | ZAPPIA | BRANDA | PINTO | DONNINI |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 100% Governance |
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| 91% Sustainability |
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| 82% Business Management and Organisation |
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| Banking Industry and Risk Assessment 82% & Management Techniques |
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| 82% Banking and Finacial Industry Regulation |
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| 73% Financial Reporting Data Interpretation |
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| 73% FinecoBank Reference Markets |
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| 64% Compliance |
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| International Markets 45% |
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| Economic and Financial System 45% |
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| 27% IT – Information Technology |

5 © Copyright 2014 FinecoBank S.p.A. - Versione 27/03/2020 - Public - Do not distribute - Presentazione


Degree in Political Economy, Università Commerciale "Luigi Bocconi"
Independence
Finance Act (TUF)
Articles of Association/CG
Consolidated
Code
Marco Mangiagalli has spent most of his career within the Eni Group. He has also worked in the Barclays Group in Italy and in the Nuovo Banco Ambrosiano Group.
At Eni he held various positions of increasing responsibility until taking on the position of Chief Financial Officer from 1993 to 2008.
He has served on the Board of Directors of numerous companies, including: Agip S.p.A., Polimeri Europa S.p.A., Nuovo Pignone S.p.A., Snamprogetti S.p.A., Saipem S.p.A., Eni International Holding B.V., Eni International Bank Ltd, Albacom S.p.A., Emittenti Titoli S.p.A., Oil Investment Corp., Snam Rete Gas S.p.A., Falck Renewables S.p.A..
He was Chairman of Eni Coordination Center S.A. and Enfin S.p.A..
He was member of the Supervisory Board, Chairman of the Risk Committee, Chairman of the Remuneration Committee and member of the Related Party Transactions Committee of Intesa Sanpaolo S.p.A. in different periods from 2010 to 2016. Following the adoption of the one-tier system by Intesa Sanpaolo S.p.A., he also held the position of member of the Board of Directors and Chairman of the Management Control Committee of the bank for the three-year period 2016-2019.
He has also held the following positions:
| 2009-2014: | member of the Board of Directors and the Control and Risk Committee of Luxottica S.p.A. |
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| 2011-2013: | member of the Board of Directors and the Control and Risk Committee and Corporate Governance of |
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| Autogrill S.p.A. |
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| 2008-2010: | Chairman of Saipem S.p.A. |
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| | He was a |
member of the Senior Advisory Board of the investment fund Global Infrastructure Partners from 2011 to 2017. |
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| | He currently Directors of |
holds the following positions: (i) Chairman of the Board of Directors of E.I. Towers S.p.A. and (ii) member of the Board of Finarvedi S.p.A |
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Code
Alessandro Foti has been Chief Executive Officer since December 2000 and General Manager (since July 2014) of FinecoBank S.p.A.. Before taking office as Chief Executive Officer, he was a member of the Bank's Board of Directors from October 1999 to December 2000.
In the course of his professional experience he has held the following positions:
| 2013-2019: 2010-2015: |
member of the Executive Management Committee of UniCredit S.p.A. Deputy Chairman of the Supervisory Board of Dab Bank AG (Germany) |
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| Education | 2010-2012: 2003-2005: |
member of the Supervisory Board of Direktanlage.AT AG (Austria) member of the Board of Directors of Ducati Motors Holding S.p.A. |
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| Degree in Economics Business, |
and Università |
2003-2005: | General Manager of FinecoGroup S.p.A. (company at the time listed on the MIDEX segment of Borsa Italiana S.p.A.). |
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| Commerciale "Luigi Bocconi" 2001-2001: 2001-2004: |
1999-2008: | member of the Supervisory Board of Entrium Direct Bankers AG (Austria) member of the Management Committee of ASSOSIM (Italian Association of Financial Market Intermediaries) member of the Supervisory Board of FinecoFinance Ltd (Ireland) |
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| 1993-2002: | Head of operations for administration, asset management and trading; member of the Board of Directors, General Manager and CEO and, since 2001, Chairman of Fin-Eco SIM S.p.A. |
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| 1989-1993: Independence 1986-1989: |
Head of Capital Market of Fin-Eco Holding S.p.A. Head of financial coordination of the subsidiaries of the Montedison S.p.A. Group. |
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| Consolidated Finance Act (TUF) |
X | 1985-1986: In addition |
Financial management of IBM to his role as Chief Executive Officer and General Manager of FinecoBank, he currently holds the positions of: (i) Member of |
|
| Articles of Association/CG |
X | the Board of Director and |
Directors of Bocconi University (from 2018); (ii) Member of the Board of Directors of Borsa Italiana S.p.A. (since 2014). (iii) Deputy Chairman of ASSORETI (since 2012, as a member of the Management Committee). |


| Degree | in | Business | ||||
|---|---|---|---|---|---|---|
| Administration, | Università | |||||
| Commerciale "Luigi Bocconi" |
Francesco Saita has been Deputy Chairman of the Board of Directors and Chairman of FinecoBank's Risk and Related Parties Committee (formerly, Audit and Related Parties Committee) since 2014. Since April 2017, he has also been a member of the Bank's Corporate Governance, Appointments and Sustainability Committee (formerly, the Appointments and Sustainability Committee).
Since 2005 he has been Full Professor of Economics of Financial Intermediaries at the Università Commerciale "Luigi Bocconi" where, since August 2017, he has also held the position of Director of the Financial Education Research Unit of the Baffi Centre for Applied Research on International Markets, Banking Finance and Regulation (BAFFI CAREFIN).
In the course of his career he has also gained the following experience:
| 2015-2017: | Director of the Baffi Centre for Applied Research on International Markets, Banking Finance and Regulation (BAFFI CAREFIN), |
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| created from the merger between the Centre for Applied Research in Finance (Carefin, managed from 2011 to 2014) and Paolo |
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| Baffi Centre on International Markets, Money and Regulation |
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| 2012-2014: | Independent Director of Banca Aletti |
| 2010-2014: | Dean of the Graduate School at Università Commerciale "Luigi Bocconi" |
| 2007-2010: | Director of the Department of Finance at Università Commerciale "Luigi Bocconi" |
| 2005-2007: | Director of the M.Sc. in Finance at Università Commerciale "Luigi Bocconi" |
| 2003-2006: | Independent Director of Fondi Alleanza SGR |
| 2001-2007: | Deputy Director of the Newfin-Centre for Studies in Financial Innovation at Università Commerciale "Luigi Bocconi" |
| 2001-2005: | Associate Professor of Economics of Financial Intermediaries at Università Commerciale "Luigi Bocconi" |
| 1999-2001: | Researcher in Economics of Financial Intermediaries at Università Commerciale "Luigi Bocconi" |
| Independence | |||||||
|---|---|---|---|---|---|---|---|
| | Consolidated Finance Act (TUF) |
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| | Articles of Association/CG Code |
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He is also a member of scientific committees and editorial boards (including: Editorial Committee of the Study Division of CONSOB, Scientific Committee of the Foundation for Financial and Savings Education (FEDUF) established by ABI) and is an honorary member of AIFIRM (Italian Association of Financial Industry Risk Managers) as well as of the Scientific Committee of the association's journal. He is the author of numerous publications on risk management issues in banks, asset management companies, life insurance companies and derivatives. He has taught numerous courses at Università Commerciale "Luigi Bocconi" where he currently teaches the compulsory course "Quantitative Finance and Derivatives 2" in the M.Sc. in Finance programme. Over the years he has provided risk management and derivatives consulting services to banks, insurance companies and asset management companies.
He is currently also a member of the Board of Directors of Aessedomus S.r.l..


Degree in Political Economy, Università Commerciale "Luigi Bocconi"
| Independence | |||
|---|---|---|---|
| | Consolidated Finance Act (TUF) |
| |
| | Articles Association/CG Code |
of | |
Born in Alessandria on 13 July 1962, Paola Giannotti De Ponti graduated in Political Economics with honours from Università Commerciale "Luigi Bocconi" in Milan and attended university semesters at Universität zu Köln (Cologne, Germany) and New York University.
She has over 30 years of international experience in the financial sector and in the Corporate and Investment Banking area with expertise in corporate finance, equity and bond capital markets, working capital management, structured finance, mergers and acquisitions, project finance. Over the years between New York, London, Milan, Frankfurt and Paris, she has held a variety of operational and management roles within leading global institutions such as Morgan Stanley, Citigroup, Dresdner Bank and BNP Paribas where she was responsible for its Italian strategic clientele (including MEF, Telecom Italia, Eni, Enel, Terna, Ferrovie, Finmeccanica) and the Oil, Gas and Energy sector.
In the past she was member of the Board of Directors of Ansaldo STS S.p.A., UBI Banca S.p.A., EPS Equita PEP SPAC S.p.A. and EPS Equita PEP SPAC 2 S.p.A. and Dresdner Kleinwort Wasserstein SGR.
In 2002 she was awarded the Bellisario Foundation Prize as Manager of the Year.
From 2000 to 2012 she was a member of the Council for Italy-United States Relations, under the honorary chairmanship of David Rockfeller.
In 2019 she was included in the group of 100 Italian women leaders drawn up by Forbes magazine.
She currently holds the following positions: (i) member of the Board of Directors and Chairman of TIM's Control and Risk and Sustainability Committee; (ii) member of the Board of Directors, Chairman of the Control and Risk, Corporate Governance and Sustainability Committee and member of the Related Party Transactions Committee of Terna S.p.A.; (iii) member of the Board of Directors of Illimity SGR.


| Degree in Law, University "La |
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|---|---|---|---|
| Sapienza" in Rome |
| Independence | ||
|---|---|---|
| | Consolidated Finance Act (TUF) |
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| | Articles of Association/CG Code |
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Patrizia Albano is registered with the Bar Association of Rome. She began her activity working as an internal lawyer at Istituto Mobiliare Italiano S.p.A. from 1981 to 1999, then moved to San Paolo IMI S.p.A. as Head of the Central Legal Department of the Major Customers Division until 2000. She was General Counsel of IBI (today, Alerion Clean Power S.p.A.) and Head of the Corporate Secretariat of Risanamento Napoli S.p.A. and Fincasa S.p.A., both listed on the Italian Stock Exchange.
From 2003 to 2007, Ms Albano worked at Studio Legale Carbonetti.
Since 2007 she has been practicing at her own firm in Rome and Milan (Albalegal Avvocati) in the field of corporate law and is mainly involved in corporate consulting and capital transactions, banking and financial transactions, as well as institutional and corporate compliance (privacy, anti-money laundering, security, administrative liability of legal persons pursuant to Law 231/2001).
She advises the Prada Group on an ongoing basis. In particular, she assisted Prada S.p.A. in its listing on the Hong Kong Stock Exchange and holds the position of Head of the Group's Corporate Affairs Department and Company Secretary. In this area, she deals with the governance and corporate legal issues of the listed Parent Company and subsidiaries in Italy and worldwide; supervises the Corporate Secretary, the Shareholdings, compliance and extraordinary transactions. She represented the Company at Assolombarda, where she held the position of Chairman of the Fashion and Design Group from February 2015 to January 2018.
In the period April-October 2015 she was a member of the Board of Directors of Banca Carim - Cassa di Risparmio di Rimini S.p.A.. In the period June-December 2016 she also held the position of Director of Mediacontech S.p.A..
She currently holds the following offices: (i) member of the Board of Directors and the Corporate Governance, Appointments and Sustainability Committee (formerly, the Appointments and Sustainability Committee) of FinecoBank S.p.A. (since 2017); (ii) Chairman of the Board of Statutory Auditors of Artemide Italia S.p.A. and Standing Auditor on the Board of Statutory Auditors of Artemide Group S.p.A. and the Board of Statutory Auditors of Artemide S.p.A. (from 2014); (iii) member of the Board of Directors of Piaggio & C. S.p.A. (since 2018).


Gianmarco Montanari is General Manager of the Italian Institute of Technology in Genoa.
Previously, he was City Manager (General Manager) of the city of Turin after having worked for twenty years as a manager in top positions in the Automotive, Financial Services, Management Consulting and Central Public Administration sectors, always managing processes of reorganisation and digital transformation of complex companies with modern organisation.
He received a degree in Management Engineering from the Politecnico of Turin followed by four other degrees in Management, Economics, Political Science and Law together with various specialisations in Management from prestigious international business schools (Columbia, Insead, IMD, Bocconi).
He has been a member of numerous boards of private and public companies including the Turin Transport Group, Agenzia delle Entrate in Italy and AGID.
He was honoured first as "Cavaliere" of the Italian Republic and then as an "Ufficiale al Merito" of the Italian Republic.
He is the author of the book «Tech Impact. Luci ed ombre dello sviluppo tecnologico» ("Tech Impact. The Lights and Shadows of Technological Development") and many other publications, as well as being an authoritative speaker on issues relating to innovation and change management. He is the inventor of IED® Intergenerational Environmental Debt.
Currently, in addition to his position as General Manager of the Italian Institute of Technology in Genoa, he holds the following positions: (i) member of the Board of Directors and the Risk and Related Parties Committee and Chairman of the Remuneration Committee of FinecoBank S.p.A. (from 2017); (ii) member of the Board of Directors of the University of Turin; (iii) member of the Board of Directors of Istituti Riuniti Salotto e Fiorito.
| Independence | ||
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| | Consolidated Finance Act (TUF) |
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| | Articles of Association/CG Code |
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Code
Maria Alessandra Zunino de Pignier is a chartered accountant and auditor. Since 1995 she has been providing consulting services to banks and financial intermediaries, with particular reference to issues of governance, compliance, internal audit, risk and staff training. She is co-founder of Alezio.net Consulting S.p.A..
| Education | In the course 2016-2018: 2016-2017: 2015-2017: 2011-2016: 2008-2015: 2012-2015: |
of her career she has gained the following experience: Independent Director and member of the Remuneration Committee of Banca Intermobiliare di Investimenti e Gestioni S.p.A. Independent Director, member of the Risk Committee and Remuneration Committee of Veneto Banca S.p.A. Standing Auditor of Gefran S.p.A. Standing Auditor of Esperia Servizi Fiduciari S.p.A. Chairman of the Investment Committee of Banca Ipibi - Financial Advisors S.p.A. Independent Director of Mediolanum S.p.A. |
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| 2010-2012: Degree in Economics, 2008-2011: Università "Cattolica del Sacro April/Oct 2010: Cuore" in Milan 2008-2010: |
2007-2009: | Standing Auditor of Cassa Depositi e Prestiti Investimenti SGR Chairman of the Board of Statutory Auditors of Presidio Sgr (later, Presidio S.r.l.) Head of Internal Audit of Garda SGR Head of Compliance of Garda SGR Standing Auditor of Independent Global Managers SGR |
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| 2003-2006: 1985-1994: 1984-1989: 1981-1984: |
Head of the consulting area for banks and financial intermediaries of Unione Fiduciaria S.p.A. CEO, responsible for the asset management of Intergest - Società fiduciaria e di revisione S.p.A. CEO, responsible for the bond sector of Commissionaria Mobiliare Europea S.p.A. Intermediation of money market and bond instruments of Paribas Finanziaria S.p.A. |
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| Independence | 1979-1981: 1975-1979: |
Broker on money market instruments of Unione Fiduciaria S.p.A. Fund manager Mediolanum Selective Fund Lux and advisor on the international part of the portfolios for institutional |
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| Consolidated Finance Act (TUF) |
| 1974-1975: | investors of S.R.C.G. S.p.A. (later, Groupe Indosuez - Paris) Assistant to the General Manager of Mittel S.p.A. |
| Articles of Association/CG |
| She currently Committee of Standing Auditor |
holds the following offices: (i) Independent Director, member of the Risk Committee and Chairman of the Appointments Deutsche Bank Mutui S.p.A. (since 2018); (ii) Chairman of the Board of Statutory Auditors of Sidera S.r.l. (since 2018); (iii) of Terna S.p.A. (from 2014). |

| Education | ||
|---|---|---|
| Degree in Business, |
Economics University |
and of |
| Bologna |
Andrea Zappia is EVP and Chief Executive Officer New Markets and Business of the Sky Group.
He was CEO of Sky Italia from 2011 to 2019.
Between 2010 and 2011, he served as Sky's Managing Director Customer Group, leading the sales, marketing and operations management of UK pay TV, with responsibility for the acquisition and handling of new customers for its pay TV, broadband and telephony offering.
Zappia joined Sky Italia in 2003, at the time of the birth of pay tv. From 2003 to 2007 he was Vice President, Marketing, Promotion and Business Development, reporting directly to the CEO. Subsequently, until he joined Sky in 2010, he was Vice President Sport Channels of Italian pay TV.
Before joining Sky Italia, he served as Vice President of Marketing and Product Development worldwide for Fila and, from 1996 to 2001, as Global Sales and Marketing Director for Ferrari and Maserati.
Andrea Zappia began his career in the multinational Procter & Gamble where he held the position of European Group Marketing Manager.
In addition to his position at Sky, he currently holds the following offices: (i) Member of the Board of Directors of FinecoBank S.p.A. (from January 2020); (ii) member of the Board of Directors (from 2015) and Chairman of Luxottica S.p.A.'s Human Resources Committee. Independence
Consolidated Finance Act (TUF) Articles of Association/CG Code


| Independence | ||||
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| | Articles of Association/CG Code |
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She works as a tax attorney. She is an expert in business income and indirect taxation in the industrial and financial sector. She has carried out numerous due diligence assignments related to the acquisition and privatisation of banking and financial companies. She provides technical assistance in tax litigation at the Italian lower courts and the Supreme Court.
She is currently a partner of Studio Salvini e Soci - Studio Legale e Tributario founded by F. Gallo.
In the course of her work she has gained the following experience:
1994-2000: Associate Attorney at Law and Tax Firm Ernst & Young International 1988-1994: Associate Attorney at KPMG International Law and Tax Firm
During the 12th Italian Legislature she collaborated, as an independent technical advisor, with the President of the Finance Commission of the Chamber of Deputies on the drafting of legislative texts on tax matters.
She has taught at the "Scuola Superiore dell'Economia e della Finanza" as well as in postgraduate master's degrees.
She currently holds the following positions: (ii) Chairman of the Board of Statutory Auditors of Saras S.p.A. (2018-2020); (ii) Standing Auditor of Sara Vita S.p.A. (2019-2021); (iii) Standing Auditor of RFI - Rete Ferroviaria Italiana S.p.A. (2017-2019) and member of its Supervisory Body (ODV); (iv) Standing Auditor of ACI Progei S.p.A. (2017-2019); (v) Standing Auditor of ACI Consult S.p.A. (in ordinary liquidation); (vi) Standing Auditor of GHC - Garofalo Health Care S.p.A. (2018-2020); (vii) Standing Auditor of the Company Centro Medico San Biagio S.r.l. (2019-2021); (viii) Standing Auditor of Consorzio Studi e Ricerche Fiscali (non-profit consortium) (2020-2023).
She is also a member of the Supervisory Committee of Banca Network Investimenti in compulsory administrative liquidation by appointment of the Minister of Economy and Finance upon proposal of the Bank of Italy.


Bocconi"
| | Degree | in | Chemical |
|---|---|---|---|
| Engineering, | Università | ||
| "La | Sapienza" | in Rome |
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| | M.B.A., | Università | |
| Commerciale | "Luigi |
| | Consolidated Finance Act (TUF) |
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|---|---|---|---|---|
| | Articles of Association/CG Code |
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Donato Pinto is a professional with an international profile with consolidated experience in different sectors.
He is currently a Partner in Pacemakers.io, a UK-based consulting firm that offers its clients advisory services to identify and interact with partners in the fintech world (from Unicorns to start-ups) operating through acquisitions, joint ventures and strategic partnerships.
Donato Pinto was Country Manager for Italy for Link Financial Group, a leading European investor in the acquisition of performing loan portfolios, UTPs and NPLs. During his experience in Link Financial Group, Donato led the company towards a diversification of its portfolio, investing in new types of assets and services.
In 2006 he co-founded Specialty Finance Trust, a specialist investor and servicer of health and public administration loans, which in two years since its creation has raised a portfolio of around €300 billion. He was Chief Executive Officer of the same company until 2010.
Donato Pinto spent 12 years with the General Electric Group where he held positions as Chief Executive Officer and member of the Board of Directors of companies in the GE Capital and GE Plastics divisions, based in Europe and Asia. He joined General Electric in 1992 as Business Development and M&A Manager for GE Capital Europe.
Before joining the General Electric group, Donato Pinto spent two years at Procter & Gamble Italia S.p.A. as a financial analyst.
Currently, in addition to his role as partner in Pacemakers.io, Donato Pinto holds the following positions: (i) member of the Board of Directors of Strategiqs Edizioni S.r.l.; (ii) Chairman of YPO Italy Gold in Young Presidents' Organization; (iii) member of the Executive Committee of the Global Financial Services Network of the Young Presidents' Organization. Independence


Degree in Economics and Business, Università degli Studi of Florence

Laura Donnini gained the first thirteen years of her professional experience in the marketing sector at major multinational consumer goods companies such as Manetti & Roberts (1987-1989), Johnson Wax, where she held various positions from 1989 to 1999 until becoming Director of Consumer Marketing, and finally Star Alimentare, where she was Director of the Infusi e Sapori Business Unit (2000-2001).
She joined the book publishing sector in 2001 as General Manager of Harlequin Mondadori (2001-2007), continuing her career within the Mondadori Group first as Chief Executive Officer of Piemme in 2008 and then from 2011 as General Manager & Publisher of Edizioni Mondadori.
In 2013 she joined the RCS Group as Chief Executive Officer of RCS Libri with responsibility for the Various, School, Retail and International divisions, also holding the position of Director/Chairman of various subsidiaries including the US subsidiary based in NY.
Following the sale of all activities to Mondadori Libri, she left the company in September 2016 and began to work as Advisor of the Fintech startup Tinaba, partner of Banca Profilo, until February 2017 when she took over as CEO & Publisher of Harper Collins Italia S.p.A., the Italian subsidiary of the second largest publishing group on a global scale, with the aim of founding a publishing house fr the Various sector capable of competing successfully in Italy.
Committed to the issues of governance, diversity and sustainability, she was for years on the Board of Directors of Valore D, also leading the Alumnae InTheBoardroom Committee. She is currently a member of Ned Community, and one of the founding members of Angels4Women, an association of female Business Angels as well as she was Deputy Chairman of the Italian Publishers' Association from 2013 to 2016. He has won numerous management and corporate governance awards. In particular the Bellisario Mela Rossa Award (2014) and the Minerva Award (2014).
Among the most important offices held in the past: (i) Independent Director and member of Sorin S.p.A.'s Appointments and Remuneration Committee; (ii) Independent Director of Ca' Foscari University of Venice; (iii) Chairman of the Board of Directors of News 3.0.
Currently, in addition to her role in HarperCollins Italia S.p.A., she is also (i) a member of the Board of Directors and the Risk and Sustainability Control Committee of Amplifon S.p.A., of the Supervisory Body (ODV) and the relevant Related Parties Committee and (ii) a member of the Board of Directors of Pinko.

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