Governance Information • Mar 29, 2016
Governance Information
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Financial year to which the Report refers: 1 January 2015 – 31 December 2015 Date of approval of the report: 11 March 2016
| GLOSSARY | page 4 | ||
|---|---|---|---|
| 1. | ISSUER PROFILE | page 5 | |
| 2. | OWNERSHIP INFORMATION | page 6 | |
| a) | Share Capital Structure | page 6 | |
| b) | Restrictions on the Transfer of Securities | page. 6 | |
| c) | Significant Equity Investments in the Share Capital | page. 6 | |
| d) | Securities that Grant Special Rights | page 6 | |
| e) | Employee Share Ownership: Mechanism to Exercise Voting Rights | page 6 | |
| f) | Restrictions to Voting Rights | page 7 | |
| g) | Shareholder Agreements | page 7 | |
| h) | Change of Control Clauses | page 7 | |
| i) | Powers of Attorney to Increase the Share Capital and Authorisations for the Acquisition of Treasury Shares |
page 7 | |
| l) | Management and Co-ordination Activities | page 7 | |
| 3. | COMPLIANCE | page 8 | |
| 4. | BOARD OF DIRECTORS | page 9 | |
| 4.1 | Appointment and Substitution | page 9 | |
| 4.2 | Composition | page 9 | |
| 4.3 | Role of the Board of Directors | page 12 | |
| 4.4 | Authorised Bodies | page 14 | |
| 4.5 | Other Executive Directors | page 16 | |
| 4.6 | Independent Directors | page 16 | |
| 4.7 | Lead Independent Director | page 17 | |
| 5. | PROCESSING OF CORPORATE INFORMATION | page 17 | |
| 6. | BOARD COMMITTEES | page 17 | |
| 7. | APPOINTMENTS COMMITTEE | page 18 | |
| 9. | REMUNERATION OF GROUP DIRECTORS AND TOP MANAGEMENT | page 19 |
|---|---|---|
| 10. | CONTROL AND RISK COMMITTEE | page 21 |
| 11. | INTERNAL CONTROL SYSTEM | page 22 |
| 11.1 Executive Director In Charge of the Internal Control and Risk Management System | page 22 | |
| 11.2 Internal Audit Manager | page 23 | |
| 11.3 Organisational Model pursuant to Legislative Decree 231/2001 and Code of Conduct | page 24 | |
| 11.4 Internal Control and Risk Management System | page 26 | |
| 11.5 Independent Auditors | page 28 | |
| 11.6 Manager in Charge of Preparing Corporate Accounting Documents | page 28 | |
| 11.7 Coordination among those involved in the Internal Control | ||
| and Risk Management System | page 28 | |
| 12. | INTERESTS OF DIRECTORS AND TRANSACTIONS WITH RELATED | |
| PARTIES | page 29 | |
| 13. | APPOINTMENT OF STATUTORY AUDITORS | page 30 |
| 14. | COMPOSITION AND FUNCTIONING OF THE BOARD OF | |
| STATUTORY AUDITORS | page 30 | |
| 15. | SHAREHOLDER RELATIONS | page 32 |
| 16. | SHAREHOLDERS' MEETINGS | page 33 |
| 17. | ADDITIONAL CORPORATE GOVERNANCE PRACTICES | page 33 |
| 18. | CHANGES AFTER THE CLOSE OF THE FINANCIAL PERIOD | page 34 |
| 19. | SUMMARY TABLES | page 34 |
| 19.1 Table 1: Ownership information | page 35 | |
| 19.2 Table 2: Structure of the Board of Directors and Committees | page 36 | |
| 19.3 Table 3: Board of Statutory Auditors Structure | page 37 |
Biesse or the Issuer or the Company: Biesse S.p.A., registered office in Pesaro, in Via della Meccanica 16.
The Code/Corporate Governance Code: the Corporate Governance Code for listed companies approved in July 2015 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.
Civ.code/ c.c.: the Civil Code
Board: the Issuer's Board of Directors
Financial year: the financial year to which the Report refers
Group or Biesse Group: collectively, the Issuer and its subsidiaries as per Article 93 of the Consolidated Law on Finance
2012-2014 Long Term Incentive: the Long Term Incentive 2012-2014 approved by the Shareholders' Meeting of 27 April 2012 available on the company's website
2015-2017 Long Term Incentive: the "Biesse S.p.A. 2015-2017 Long Term Incentive" approved by the Shareholders' Meeting of 30 April 2015 available on the company's website
Consob Issuers' Regulations: the Regulations promulgated by Consob with Resolution no. 11971 of 1999 (and subsequent amendments thereto) on issuers' matters
Consob Market Regulations: the Regulations promulgated by Consob with Resolution no. 16191 of 2007 (and subsequent amendments thereto) on market matters
Consob Related Party Regulations: the Regulations promulgated by Consob with Resolution no. 17221 of 12 March 2012 (and subsequent amendments thereto) on related party transactions
Report: this corporate governance and ownership report is required under Article 123-bis of the Consolidated Law on Finance
TUF or Consolidated Law on Finance: Italian Legislative Decree No. 58 of 24 February 1998, as amended
Biesse operates in the market of machinery and systems for processing wood, glass and stone. The Company offers modular solutions that range from the design of turnkey systems for large furniture manufacturers to individual automatic machines and workstations for small- and medium-sized companies, to the design and sale of individual hi-tech components.
As a multinational with production plants in Italy, the Biesse Group markets its products through a network of subsidiaries and 19 branch offices located in markets considered as strategic. The branch offices ensure specialised after-sales service to customers, while also carrying out market research aimed at developing new products.
Biesse's mission is to provide the furniture industry with technological solutions for the machining of wood, glass, marble and stone into everyday objects, and as a global partner, provide reliable, cutting-edge solutions in addition to a specialist after-sales service that is quick, efficient and effective.
The Company carries out all activities aware of its moral and social responsibility vis-à-vis all stakeholders (employees, shareholders, clients, suppliers, communities, business and financial partners, institutions, trade associations, trade union associations, etc.) convinced that achievement of the company' objectives (first and foremost creating added value for shareholders, clients and the community in which Biesse operates) must go hand in hand with adhering to specific company values, as well as to current regulations and in general with acting honestly, with integrity, in conditions of fair competition, impartially and in good faith.
b) Corporate Governance System
Shareholders exercise their rights through shareholders' meetings. Decisions taken at shareholders' meetings in compliance with law and the Articles of Association are binding on all shareholders, including those that dissent or abstain from voting. Ordinary and extraordinary shareholders' meetings and shareholder decisions are valid where the quorum, voting majorities and other statutory requirements contemplated by laws in force are satisfied.
The Company has adopted a traditional governance and control model, consisting of a Board of Directors, a Board of Auditors, and an independent auditor.
The Board of Directors is vested with all powers of ordinary and extraordinary administration. As such, it plays a central role in the Company's corporate governance. The Board of Directors has established two Board committees: the Remuneration Committee and the Internal Control Committee.
The Board of Auditors oversees compliance with law and the Articles of Association and is responsible for management control.
As required by law, an independent auditor appointed by the shareholders and registered with Consob is responsible for the auditing of accounts.
Further on in this Report, a detailed description is provided of the role, responsibilities, composition and operation of each of the aforementioned governance bodies.
The share capital, totalling €27,393,042, is fully paid up and divided into the same number of registered, ordinary shares with a par value of one Euro each.
| SHARE CAPITAL STRUCTURE | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No. of shares |
% of share capital. |
Listed/Not listed | Rights and obligations | |||||||
| Ordinary shares |
27,393,0421 | 100% | Listed on the MTA, STAR segment |
All shares are nominative, freely transferable, and indivisible. Each share entitles the holder to one vote at the company's ordinary and extraordinary shareholders' meetings, in accordance with laws in force and the Articles of Association, and attribute the additional administrative and equity rights attached to voting stock by law. |
(1) of which 10,000 treasury shares, with no voting rights.
At the date of this Report, the Issuer has not issued other categories of shares, or financial instruments that may be converted into or traded for shares. The Company has not approved capital increases to service sharebased incentive plans. The incentive plan called "2012-2014 Long Term Incentive", which was implemented by 30 June 2015, involves the assignment of treasury shares. For more information on the Long Term Incentive 2012-2014 see the document published pursuant to Article 84-bis of the Consob Issuers' Regulation of 19 March 2012.
The new long-term incentive plan called "Biesse S.p.A. 2015-2017 Long Term Incentive" was approved by the Shareholders' Meeting on 30 April 2015 and involves the assignment of treasury shares.
There are no restrictions of any kind on the transfer of Company securities.
Shareholders holding more than 2% of the subscribed share capital in the form of voting stock, as confirmed by the share register and disclosures received in accordance with Article 120 of the Consolidated Law on Finance and other available information, are listed in the table below
| SIGNIFICANT EQUITY INVESTMENTS IN THE SHARE CAPITAL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Declarant | Direct shareholder | % of ordinary share capital | % of voting share capital | ||||||||
| Selci Giancarlo | Bi.Fin S.r.L. | 51% | 51% | ||||||||
| Norges Bank | Norges Bank | 2.005% | 2.005% |
The Issuer has not issued securities that grant special controlling rights.
e) Employee share ownership: mechanism to exercise voting rights
Without prejudice to the rights of beneficiaries of the 2015-2017 Long Term Incentive concerning the allocation of treasury shares should any of the prerequisites stated therein occur, the Issuer has not adopted any employee share ownership system. For more information on the 2015-2017 Long Term Incentive see the document published pursuant to Article 84-bis of the Consob Issuers' Regulation of 19 March 2012.
There are no restrictions on the voting rights attaching to ordinary shares. The Issuer has issued ordinary shares only.
To the Company's knowledge, no shareholder agreements have been made pursuant to Article 122 of the Consolidated Law on Finance.
Neither the Issuer nor any of its subsidiaries have made or entered into significant agreements that take effect, or entail amendments or termination in the event of a change of control of the Company.
The Articles of Association of the Company do not provide for waivers of the provisions of Article 104, paragraphs 1 and 1-bis of the Consolidated Law on Finance or application of the neutralisation rules provided by Article 104-bis, paragraphs 2 and 3, of the Consolidated Law on Finance.
No authorisation has been given to the Board of Directors to increase the share capital in accordance with Article 2443 of the Civil Code, or to issue equity instruments.
On 30 April 2015, the Shareholders' Meeting authorised the Board of Directors to acquire treasury shares pursuant to Arts. 2357 and 2357 ter of the Civil Code and within the limit provided for in Art. 2357 of the Civil Code, establishing that purchases may be made at any time, in one or more tranches, within a maximum period of 18 months starting from 30 April 2015. Again with resolution dated 30 April 2015, the Shareholders' Meeting expressly authorised use of these shares in the framework of the "2015-2017 Long Term Incentive", which is discussed in point 8.
As at 11 March 2016, the Issuer was in possession of a total of 10,000 shares, representing 0.0003651% of the share capital, for a value of approx. € 2,300,000.00.
The Issuer is controlled by BI.FIN S.r.l., which in turn is not controlled, as defined by Article 93 of Legislative Decree No 58/1998, by any legal entity. The Issuer is managed and co-ordinated by its controlling shareholder BI.FIN S.r.l.
As required by Article 2497 bis of the Civil Code, all the Italian subsidiaries controlled directly by the Issuer have, almost without exception, disclosed that they are managed and co-ordinated by the Issuer.
♦ ♦ ♦
The information required by Article 123 bis, paragraph 1, letter i) and letter l) are illustrated, respectively, in the Remuneration Report published pursuant to Article 123ter of the Consolidated Law on Finance and in the section of this Report dedicated to the appointment and replacement of directors (Section 4.1).
The Issuer has adhered to the "Corporate Governance Code for Listed Companies". The Code can be accessed on the website of the Corporate Governance Committee at http://www.borsaitaliana.it/comitato-corporategovernance/codice/2015mk.pdf. Where the Company decided not to comply with the specific recommendations contained in the Code is indicated in this Report along with the reasons for such noncompliance.
In compliance with Article 123-ter of the Consolidated Law on Finance and Article 6 of the Corporate Governance Code, also taking into consideration that specified in the Recommendations of the European Commission no. 2004/913/EC, 2005/162/EC and 2009/385/EC, the Company has adopted a General Remuneration Policy (which will be covered in point 8 below).
The company, with a view to protecting its values and to overall compliance has decided to adopt an Antitrust Code (which will be covered in point 5 below).
The Issuer's corporate governance system complies with the principles identified by the Code. Together, these principles form the cardinal points shaping the Company's corporate governance policy, namely:
The Issuer's key corporate governance documents are:
With a view to facilitating the market's understanding of the corporate governance model adopted by the Issuer, the above documents (with the exception of the ICFR Model) are available on-line (in Italian and English versions) at www.biessegroup.com.
The Issuer and its strategic subsidiaries are not subject to non-Italian laws that may in any way influence the Issuer's corporate governance structure.
Directors are appointed through a transparent procedure, designed to guarantee that timely and suitable background information on candidates is provided. As required by Article 16 of the Articles of Association, nominations for the office of Director include exhaustive information on the personal and professional characteristics of the candidates, along with an indication of whether they satisfy independence criteria.
Directors are appointed through the "voting list" mechanism: the Company introduced the obligation to file the lists at the company headquarters no later than the twenty-fifth day prior to the date set for the Shareholders' Meeting and to make these available to the market, with the methods set forth by law and by Consob in its Regulation, at least twenty-one days prior to the Shareholders' Meeting.
The Articles of Association also sets down that Shareholders are entitled to submit voting lists if, individually or with other Shareholders, they represent at least 2.5% (two point five percent) of the share capital or hold another minimum ownership share as established by Consob in its Regulation (It is pointed out in this regard that, pursuant to Resolution 119499/2016, the minimum percentage established by Consob for 2015 is 2.5%).
No Shareholder may submit or participate in submitting more than one list, by proxy or by fiduciary company. Every vote holder may vote on only one list.
Members of the Board of Directors are elected through the following procedure:
a) all the directors to be elected less one are selected from the candidate list which obtains the highest number of shareholder votes, based on the sequential order in which they appear in the list;
b) the first name on the candidate list which obtains the second highest number of shareholder votes is selected as the remaining director to be elected.
The first candidate on the candidate list obtaining the highest number of shareholder votes is appointed Chairman of the Board of Directors.
Where only one candidate list is filed or voted for, all the candidates on the list are appointed to the Board.
Where no candidate lists are filed, the Board of Directors is appointed by the shareholders with the voting majority required by law.
There are no specific mechanisms to ensure election of the minimum number of independent directors required by Article 147-ter, paragraph 4, of the Consolidated Law on Finance, nor do the Articles of Association provide for requisites of independence for directors other than those required therein.
There are no succession plans for the executive directors, due to the characteristics of the Company's ownership structure and shareholding concentration.
Under Article 16 of the Articles of Association, the number of members of the Board of Directors may vary between a minimum of two and a maximum of fifteen directors, who may be either shareholders or nonshareholders, as appointed at the shareholders' meeting. It is pointed out that with the approval of the financial statements at 31 December 2014, the term of the Board of Directors in office expired and the Shareholders' Meeting of April 2015 was therefore called upon to renew the governing body of the Company.
The Shareholders' Meeting on that occasion decided to approve a reduction in the number of directors from eight to seven in order to increase efficiency and speed of operation, at the same time aligning the composition of the governing body with legislation on the representation of genders in the Board pursuant to Article 147 ter, paragraph 1-ter of the Consolidated Law on Finance. (the so-called legislation on the "pink quotas") as amended by Law 120/2011. This legislation provides for the obligation for listed companies to align the composition of their corporate bodies to allow the less represented gender to obtain at least a third of the elected members, for at least three consecutive terms. This aforementioned law also provides for a transitional period, linked to the first term after the introduction of so-called "pink quotas", in which only one-fifth of the members of such body consists of persons of the less represented gender.
The Board in office as at 31 December 2015, therefore, consists of seven members, of which 2 belonging to the less represented gender, whose term of office expires upon approval of the financial statements as at 31 December 2017. The seven directors were appointed by resolution of the Shareholders' Meeting held on 30 April 2015, following their election from the single candidate list filed by the shareholder Bi.Fin. S.r.l., with 18,215,601 votes in favour, representing 66.50% of the share capital. No other candidate lists were filed.
In particular, the Board of Directors consists of, as at 31 December 2015, five executive directors:
Two directors are non-executive and independent, in accordance with the Code:
It is pointed out, therefore, that two non-executive and independent directors, pursuant to the Code, upon renewal of the Company's governing body, left office during the year and they are Messrs:
Brief information is reported below on the personal and professional backgrounds of the individual members of the Board of Directors.
Roberto Selci, born in Pesaro on 18 April 1960, joined the Biesse Group in 1988. Covering various roles in Sales/Marketing at length in the Company's Asian and US branches, he went on to promote the internationalisation of the Biesse Group in subsequent years.
Giancarlo Selci, born in Pesaro on 2 January 1936, is the Company's founder. Awarded the honours of Ufficiale and Cavaliere del Lavoro, he has always been actively involved in all Biesse operations, and it has been under his guidance that the Group has grown constantly to reach international proportions and become a multinational of reference for the sector.
Alessandra Parpajola, born in Dolo-Venice on 12 June 1973, after graduating in Business Economics from Bocconi University in Milan, began her career in her family's company. Ms Parpajola joined Biesse in September 2003 in the role of Credit Manager. Married to Roberto Selci, she co-ordinates the Group's risk management activities and actively participates in the management of all the main head office departments and areas.
Stefano Porcellini, born in Rimini on 23 November 1965, graduated in Business Economics, major in Finance, from Bocconi University in Milan. He began his career in Accenture, where he worked in Financial Markets for five years. He joined the Group in 1995, initially as Head of the Branch Division. In 1999 he became Biesse Plant Manager, before being transferred in 2001 to manage the Company's public float and stock exchange listing. He then became head of the Wood Division, and in October 2003 Group Chief Financial Officer in charge of administration, finance and control. In November 2006 he was appointed to the Board of Directors of Biesse. Subsequently, in 2012, he took on the role of Chief Operating Officer.
Cesare Tinti, born in Pesaro on 24/07/1968, is a graduate in Business and Economics from the University of Urbino. His professional career has mainly been in the Biesse Group which he joined in 1995 with the role of CEO of a Group company. He held various positions before becoming head of the Glass & Stone Division and then, in 2012, head of the Wood Division. In 2012 he was appointed to the Board of Directors of Biesse.
Salvatore Giordano, born in Pietrafitta di Cosenza on 10/09/1950, Independent Director, is a graduate in Law from the University of Camerino (MC). After specialising in Industrial relations at Bocconi University in Milan, he began his career with the Industrial Association of Ancona. In January 1991, he became Director General of Confindustria Pesaro-Urbino, Executive Director of Assindustria Consulting s.r.l., and Chairman of Centrale GPA S.p.A.
As at 31/12/2015 Mr. Giordano owns 200 Issuer shares.
Elisabetta Righini, born in Forlì on 25/03/1961, Independent Director, is a graduate in Law from the University of Bologna,. she has had a brilliant university teaching career that led her to be Director of the course in Commercial Law and Financial Markets at the School of Economics of the University of Urbino, of the course in Commercial Law at the Fano campus of the School of Economics of the University of Urbino and of the course in Commercial Law (first and second module) at the Law School of the University of Urbino. Author of a numerous legal and economic publications, since April 2013 she is an Independent Director of Unipol Gruppo finanziario S.p.A.
As at 31/12/2015, Prof. Righini does not own any Issuer shares.
Leone Sibani (who left office on 30 April 2015), born in Bologna on 14/04/1937, Independent Director, is Chairman of the Cassa di Risparmio Foundation in Bologna.
As at 31/12/2015, Mr. Sibani does not own any Issuer shares.
Giampaolo Garattoni (who left office on 30 April 2015), born in Pesaro on 12 April 1943, Independent Director, is Sole Director of Regatta Srl in liquidation, Sole Director of Onboard Srl, and Sole Director of Welcome Srl.
As at 31/12/2015, Mr. Garattoni owns 14,000 Issuer shares.
The Board of Directors has resolved to not set general criteria on the maximum number of offices directors may hold on the boards of directors and statutory auditors in other companies considered compatible with the effective running of the Board of Directors of the Company, considering this assessment to be the responsibility of Shareholders in designating directorships and subsequently, as each candidate accepts the role. However, if the Board sees the need and based on the information received from directors, it may verify the following assessment criteria: (i) the role of Director in the Company (executive, non-executive, independent, member of one or more committees); (ii) the nature and size of the organisation in which the positions are held and the role of Director versus these organisations (which concerns the company purpose, the governance structure, the number of meetings in which the director must attend as a result of this role, responsibilities assigned to the directors and any other mandates; (iii) whether these organisations are related to the Issuer's group.
The Board in office as at 31 December 2015 did not consider it necessary to establish programmes aimed at providing the directors with adequate knowledge of the industry in which the Issuer operates, of the business dynamics and their evolution and of the reference legislative and self-regulatory framework (so-called induction programme) since all of the executive Board members have worked at the Biesse Group since its origins or hold or have held operating roles within the company for various years. Independent directors, in addition to their considerable experience gained in the industrial and financial fields over the course of their respective professional careers, have acquired significant expertise on the Group's activities having held the role for various terms of office.
The Board of Directors is the central body of the Company's corporate governance system. It is responsible for setting, enforcing and updating the Company's corporate governance rules, in compliance with laws in force, and identifying strategic guidelines for the steering and management of the Company and Group (i.e. Biesse and its subsidiaries, as per Article 2359 of the Civil Code).
The actions and decisions of the directors are shaped by the primary objective of creating value for shareholders, in consideration of the directives and policies of the Group and the benefits connected with belonging to the Group.
The Board of Directors is vested with all powers of ordinary and extraordinary administration. It has the power to make all the decisions deemed necessary or conducive to the pursuit of the Company's business purpose, with the exclusion of decisions reserved to shareholders by law.
The Board of Directors, with resolution of 30 April 2015, has been assigned a strategic and organisational role, in addition to responsibility for verifying the existence of the controls that are needed for supervising the conduct of the Company and the Group as a whole.
The Board, as provided for by the Articles of Association and resolution of 30 April 2015, is in particular responsible for:
evaluating and approving the periodic reports required by regulations in force;
examining and approving in advance any transactions of strategic, financial, economic or business significance proposed by the Issuer and its subsidiaries;
The Board of Directors has assessed the adequacy of the Issuer's general organisational and administrative structure and accounting system, as outlined by the CEO, with particular focus placed on the internal control system and the management of risks and conflicts of interest. The assessment of the internal control system involved the mapping of all the Issuer's administrative processes and the identification of the main controls over those processes, which were then tested to assess their effective operation and functioning.
The Board of Directors also assessed the adequacy of the general organisational and administrative structures and accounting systems of the strategic Company's subsidiaries, as outlined by the authorised bodies, with particular focus on the internal control system and the management of risks and conflicts of interest. The company selection method takes place via application of a compliance program aimed at determining the importance and significance of individual subsidiaries and processes to be subjected to internal control. The various activities undertaken during execution of verifications are fully described in paragraph 10.5.
Following the adoption on 30 April 2015 of the shareholders' resolution setting global remuneration for the Board of Directors, at its meeting on 08 May 2015, the Board of Directors, at the proposal of the Remuneration Committee, decided on the distribution to the directors of the global remuneration approved at the shareholders' meeting. For more information, see paragraph 8.
The Board constantly monitored the general results of operations through its meetings, taking into consideration the information received from the authorised bodies, as well as periodically comparing the Company's performance to forecast results.
With regard to the prior approval by the Board of Directors of related-party transactions and/or transactions affecting the interests of one or more directors or third-party interests they may represent, see section 11 below.
The Board of Directors normally meets at least four times a year, in order to approve the financial reports required of companies listed on the Star segment of Borsa Italiana's electronic equity market (MTA).
During the financial year closed 31 December 2015, the Board of Directors held six meetings, each lasting three hours on average. For the financial year ending 31 December 2016, the Board of Directors has scheduled 5 meetings, one of which has already been held on 26 February 2016 for approval of the three year plan 2016- 2018.
The first two board meetings held on 19 February 2015, and 13 March 2015 were attended by the members of the Board of Directors in office up to the date of approval of the financial statements at 31 December 2014 (Messrs. Giancarlo Selci, Roberto Selci, Alessandra Parpajola, Stefano Porcellini, Cesare Tinti, Leone Sibani, Giampaolo Garattoni and Salvatore Giordano). The remaining 4 meetings were attended by the members of the Board of Directors elected during the Shareholders' Meeting of 30 April 2015 which, inter alia, was called upon to renew the governing body of the Company (Messrs. Giancarlo Selci, Roberto Selci, Alessandra Parpajola, Stefano Porcellini, Cesare Tinti, Salvatore Giordano and Elisabetta Righini).
Table 2 below shows the percentage of attendance of each director at Board meetings: Roberto Selci 83.33%, Giancarlo Selci 100%, Alessandra Parpajola 83.33%; Stefano Porcellini 100%, Cesare Tinti 100%, Leone Sibani 33.34%1 , Giampaolo Garattoni 33.34%2 , Salvatore Giordano 100%, Elisabetta Righini 66.68% 3 .
For Board meetings, directors are provided reasonable in advance with the documents and information needed by the Board to transact the business on the agenda. Board meetings are regularly attended by the lawyer Mr Achille Marchionni, who acts as secretary.
During 2015, upon renewal of the Company's governing body, an evaluation of the size, composition and functioning of the Board of Directors and Committees was carried out.
The Shareholders' Meeting has not authorised in advance waivers to the prohibition of competition pursuant to art. 2390 of the Civil Code.
The Chairman of the Board of Directors, Roberto Selci, due to the size of the company and operations of the same, as well as the many years of experience acquired in managing the Group, with resolution of the Board of Directors adopted on 8 May 2015, has been delegated all powers of ordinary administration, including therein the power to manage relations with credit institutions and the signatory powers necessary for the lodging of tax statements of all kinds, human resources management, the purchase and sale of motor vehicles and capital goods registered in public registers, the negotiation of bills of exchange issued pursuant to Law No. 1329 of 28 November 1965 (so-called "Sabatini Act") and finance leases. The Chairman is also empowered to represent the Company legally. By virtue of the powers conferred, the Chairman is one of the main persons responsible for management of the Issuer (Chief Executive Officer).
The Chief Executive Officer Giancarlo Selci, with resolution of 8 May 2015, was confirmed attribution of all the powers of ordinary administration with the only limitation of operations that the Board has resolved to nevertheless submit for prior approval to the Board itself.
1 Due to the renewal of the Company's governing body in 2015, Mr. Sibani Leone only attended 2 Board of Directors' meetings
2 Due to the renewal of the Company's governing body in 2015, Mr. Giampaolo Garattoni only attended 2 Board of Directors' meetings
3 Due to the renewal of the Company's governing body in 2015, Prof. Elisabetta Righini only attended 4 Board of Directors' meetings
The CEO also holds the capacities and responsibilities contemplated in Legislative Decree No. 81 of 9 April 2008, in particular the role of "Employer" with the power to delegate, within the limits permitted by law, any task necessary and/or conducive to ensuring full compliance with laws in force In addition to this, the CEO holds the capacities and responsibilities, with the power to delegate, contemplated in Legislative Decree No. 196 of 30 June 2003 governing the protection of personal data. The CEO reports to the Board of Directors and the Board of Auditors at least once every quarter on the performance of his duties and responsibilities.
Based on the granted powers Giancarlo Selci can be considered one of the Chief Executive Officers of the Company. No interlocking directorate are present included in the application criteria 2 paragraph 5 of the Code. The CEO, Giancarlo Selci, also controls Bi.Fin S.r.l. and therefore controls the Company.
Also by the resolution adopted on 8 May 2015, director Alessandra Parpajola is responsible for: the management of credit risk, the appointment and revocation of legal counsel and attorneys, and the representation of the Company in courts of law, with full power to compound and/or abandon disputes and authorise settlements, to grant moratoriums and extensions on payments, to negotiate and sign forfaiting, factoring and discount agreements without limit; the power to sign correspondence, sign and endorse cheques, order bank transfers, sign income tax and VAT statements, and sign appeals to tax commissions; the power to approve the recruitment and dismissal of employees, settle labour disputes, impose disciplinary measures and perform any other act necessary with regard to Company HR.
By the resolution adopted on 8 May 2015, director Stefano Porcellini is responsible for: the administrative supervision, control and co-ordination of subsidiaries, associates and joint ventures; the supervision, control and co-ordination of the financial reports of Group companies and the consolidated financial statements, with the power to engage consultants and advisers; the supervision, control and co-ordination of Group taxes, with the power to engage consultants and advisers; the supervision, control and co-ordination of extraordinary transactions, with particular reference to the acquisition of equity interests; representing Biesse S.p.A. in business correspondence and relations with customers and suppliers with regard to administrative and legal issues, with the power to compound and settle disputes out of court; representing Biesse S.p.A., severally and jointly with the Chairman, at the shareholders' meetings of the Group's Italian and foreign subsidiaries. In addition to these powers, Mr. Porcellini, as Chief Operating Officer, has powers of ordinary administration and specific responsibility for the control and supervision of Italian and foreign subsidiaries..
Director Cesare Tinti, with resolution adopted on 8 May 2015, has been assigned responsibility for supervision, control and coordination of the Group's Wood Division_Industrial Area.
The aforementioned executive directors all duly reported to the Board of Directors on the performance of their duties and responsibilities at each Board meeting held.
There are no other executive directors on the Board of Directors other than those indicated in point 4.4 above.
The Company, in accordance with principle 3.c.3 of the Code, has two independent directors who are Mr. Salvatore Giordano and Prof. Elisabetta Righini.
The independent directors all satisfy the independence criteria identified by the Code, as:
The eligibility of each of the independent directors in relation to all criteria was checked by the Board of Directors, in compliance with the Code, upon appointment on 30 April 2015.
The Board of Auditors investigated the correct application of the criteria and procedures adopted by the Board for assessing the independence of its members, and produced no findings requiring reporting.
The number and authority of Independent Directors is such that they ensure that their opinion has a significant weight in decisions taken by the Issuer's Board of Directors, in the light of the size and structure of the Board in office at 31 December 2015. These directors bring their specific competencies to Board discussions and contribute to decisions being made in the Company's interest. They have also agreed to maintain their independence during their entire term.
The Independent Directors did not hold any separate meetings during 2015, as they are also all members of the Internal Control and Risk Committee, and they could discuss various issues of interest during Committee meetings.
The Board, acknowledging that international best practice recommends avoiding the concentration of offices on a single person without adequate checks and balances in order to ensure full compliance with the Principles of the Code, has established the function of Lead Independent Director, appointing to fill this role independent director Salvatore Giordano. The Lead Independent Director acts as a co-ordinator for non-executive Board members, with a view to encouraging their greater contribution to the work and operation of the Board.
The Lead Independent Director is specifically responsible for:
In 2015, the Lead Independent Director called:
In accordance with the Code, directors and statutory auditors are required to uphold the confidentiality of the documents they view and the information they learn in the due course of their duties, and to comply with Company procedures for the internal management and disclosure of such documents and information.
The disclosure of documents and information concerning the Company and/or Group, in particular as concerns price-sensitive information, is governed by a procedure approved by the Board of Directors on 14 February 2006. Such regulations ensure the complete, correct, clear, transparent, timely, continuous and maximum dissemination of information concerning the Company and its subsidiaries, as well as compliance with primary and secondary legislation in force.
The relevance of information for disclosure and its timely release is assessed by the CFO (in charge of administration, finance and control) with the assistance of the Investor Relations Office for the co-ordination of disclosures. The Investor Relations Office is responsible for (i) ensuring compliance with disclosure regulations; (ii) assisting the Board of Directors, other corporate boards, and the heads of departments/organisational units in complying with market disclosure requirements set forth by Consob and Borsa Italiana, and ensuring the distribution of regulations and instructions issued by market surveillance authorities and Borsa Italiana; (iii) working with the Marketing & Communications Division to ensure that the disclosure of material and inside information about the Company and the marketing of the Company's business do not overlap in any way that may be misleading; (iv) ensuring that disclosures are synchronised for all categories of investors and in all EU member states in which the Company's financial instruments have been admitted to trading, or a request for admission has been made, in regulated markets.
On 27 March 2006, the Board of Directors adopted internal regulations on internal dealing that govern the statutory disclosures required from parties responsible under Article 114(7) of the Consolidated Law on Finance, and from relevant persons, as identified under the regulations, to the Company itself, Consob and the market. The regulations apply to transactions made as of 1 April 2006.
The new internal dealing regulations apply directly to the purchase, sale, subscription and trading of Biesse shares and connected financial instruments by relevant persons and their close associates. This latter category includes shareholders holding at least 10% of the Company's share capital, Biesse's directors and statutory auditors, executive-level management and managers with regular access to inside information and with the power to make decisions that could influence Biesse's performance and business outlook.
Transparency obligations apply to the transactions identified above, with an aggregate value of €5,000.00 in any one year, including transactions performed by the close associates of a relevant person.
Biesse has adopted the black-out period provisions required under Consob Resolution No. 15786 of 27 February 2007 for STAR segment companies, during which relevant persons and their close associates are prohibited from performing transactions on Biesse shares. Black-out periods apply as follows:
The Company, at the Board of Directors meeting on 11 November 2011, approved the adoption of an "Antitrust Code" which provides employees with the basic rules of conduct for reducing the risk of engaging in anti-competitive conduct. This code will coordinate with the Group Code of Conduct which already in paragraph 5.1.13 provides as a general rule the prohibition of engaging in anti-competitive conduct.
On 8 May 2015, the Board of Directors set up a committee that carries out the duties required by the Code for the Control and Risk Committee, the Committee for Related Party Transactions and the Remuneration Committee, made up of two independent directors.
The Board of Directors decided not to set up an Appointments Committee due to the small size of the Board itself and the requirements of the Articles of Association regarding candidate list voting system, which ensures the transparency of the appointment procedures and a balanced make up of the Board of Directors.
The Board of Directors has set up a Remuneration Committee which, in compliance with the Code, currently consists of three non-executive, all independent directors:
The Board of Directors has acknowledged, on appointment of the members of the Remuneration Committee, that directors Salvatore Giordano and Elisabetta Righini have adequate knowledge and experience in accounting and financial matters.
The Committee has the task to (i) submit to the Board proposals for the definition of the general policy for the remuneration of CEO's, executive directors, of other directors holding particular offices and executives with strategic responsibilities, monitoring the implementation of resolutions adopted by the Board; (ii) periodically evaluate the criteria adopted for the remuneration of executives with strategic responsibilities, monitoring their application and making recommendations to the Board in general (iii) submit proposals to the Board on the remuneration of executive directors and other directors who hold particular offices as well as set performance targets related to the variable component of remuneration, (iv) monitor implementation of Board resolutions, verifying, in particular, the actual achievement of performance targets.
During the financial year, the Remuneration Committee had free access to the necessary information and company functions and held two meetings (12 March 2015 4 and 8 May 20155 ), with minutes taken as required, lasting approx. sixty minutes.
All Committee members duly participated in said meetings.
During the first meeting, which was also attended by Mrs. Elena Grassetti, Head of the Legal Affairs and Insurance Department of Biesse S.p.A, the Committee approved the Biesse proposal to adopt a new long-term incentive plan "2015-2017 Long Term Incentive Plan" for executive directors of the Company (other than shareholders) and key managers. The Committee also approved the Biesse proposal concerning the total gross remuneration for each year for members of the Board of Directors to be proposed at the Shareholders' Meeting.
During the second meeting, which was also attended by Mrs. Elena Grassetti, Head of the Legal Affairs and Insurance Department of Biesse SpA, delegated by the Chief Executive Officer, the Committee approved the Biesse S.p.A. proposal concerning the division among the members of the Board of Directors of the total gross remuneration for each year for members of the Board of Directors resolved by the Shareholders' Meeting.
In carrying out its functions, the Remuneration Committee has had the opportunity to access company information and functions necessary for the performance of its duties, as well as to make use of external consultants, under the terms established by the Board of Directors.
Directors must abstain from taking part in Committee meetings which include discussion of the Board remuneration proposals.
4 Due to the renewal of the Company's governing body in 2015, the Remuneration Committee on 12 March 2015 consisted of Mr. Leone Sibani, Mr. Giampaolo Garattoni and Mr. Salvatore Giordano.
5 Due to the renewal of the Company's governing body in 2015, the Remuneration Committee on 8 May 2015 consisted of Mr. Salvatore Giordano and Prof. Elisabetta Righini.
No financial resources were allocated to the Remuneration Committee since, in order to fulfil its duties, it uses the Issuer's corporate resources and facilities.
During 2015, the Statutory Auditors participated in the proceedings of the Remuneration Committee.
In line with Article 123-ter of the Consolidated Law on Finance, during the year the Company adopted, with the prior approval of the remuneration committee and in agreement with the Board of Statutory Auditors, the Remuneration Policy (hereinafter "Policy"). The Policy was originally adopted by resolution of 11 November 2011 of the Board of Directors and was supplemented by the Board of Directors' resolution of 12 March 2015, in order to transpose the requirements of application criterion 6.C.1 (f) of the Corporate Governance Code concerning the possibility for the Company to reclaim the variable components of remuneration in cases where these have been allocated on the basis of information subsequently proved to be manifestly incorrect. The opportunity was taken to introduce a number of changes to the form of the Policy to take account of changes to the Corporate Governance Code of July 2014.
The Policy establishes guidelines and principles for the definition of remuneration of key management of Biesse and the Group designed to attract, retain and motivate those with the professional skills needed to successfully manage the Company and the Group and ensure that the interests of key personnel are aligned with pursuit of the objective of creating sustainable value for shareholders in the medium to long term.
The Policy outlines, in particular, the criteria and procedures to be followed for determining the remuneration of the following key figures identified as:
It should be noted that, even prior the adoption of the Policy and already with a view to the provisions of art. 6 of the Corporate Governance Code, the Company, in order to attract, retain and motivate Directors with specific professional qualities necessary to successfully manage Biesse and in order for the interests of Executive Directors to match the primary objective of creating value for shareholders in the medium to long term, introduced mechanisms which provide for a significant part of the remuneration of Executive Directors and Top Management of the Group to be made up of performance-linked compensation and/or individual objectives (also known as variable incentive bonuses).
Furthermore, the Shareholders Meeting of the Company held on 30 April 2015 approved, pursuant to and by effect of art. 114-bis of the Consolidated Law on Finance, the "2015 – 2017 Long Term Incentive Plan"; this plan includes distribution of cash and free assignment of shares in the portfolio to beneficiaries contingent on reaching financial and business objectives and an individual performance assessment. On 19 October 2012, the Shareholders' Meeting passed resolution to specify the details of the authorisation to purchase treasury shares, which was granted to the Board of Directors with shareholders' resolution on 21 January 2008 and 12 November 2009, expressly authorising the use of treasury shares in accordance with the aforementioned resolutions in the framework of stock option plans, including structured, through free assignment of shares or incentive, loyalty and retention plans, reserved for management, employees, or collaborators of the Company or Group companies.
Said Shareholders' Meeting also resolved to confer on the Board of Directors and, on behalf of the same, on the Chief Executive Officer, all powers necessary and appropriate to implement the "2015–2017 Long Term Incentive Plan" in accordance with that provided for in the corresponding Regulation.
Remuneration of non-executive directors is not linked to the performance results achieved by the Issuer. No share-based incentives plan has been made for non-executive directors.
For further information on the Biesse remuneration policy, please refer to the corresponding Report pursuant to art. 123ter of the Consolidated Law on Finance, which has been published as provided by law. It is pointed out that the claw-back clause provided for in application criterion 6.C.1. letter (f) of the Code will be adopted in the Remuneration Policy submitted for approval by the Shareholders' Meeting called to approve the financial statements as at 31 December 2015. On this point, please refer to that indicated in the corresponding Remuneration Report that will be published according to legislation.
For more information on the 2015–2017 Long Term Incentive Plan, please refer to the Information Document published pursuant to Article 84-bis of the Consob Issuers' Regulation of 19 March 2015.
No other agreements have been entered into between the Issuer and the directors during 20154 that provide for indemnities other than those set forth by laws in force in the case of resignation, dismissal/termination without just cause, or if the employment relationship ceases following a public offering.
The Board of Directors has set up an internal Control and Risk Committee which, in compliance with the Code, currently consists of two non-executive, all independent directors:
These Directors have experience in accounting and finance considered appropriate by the Board at the time of their appointment.
The Committee not only assists the Board of Directors in carrying out their duties, it is also responsible for:
d) examining the working plan prepared by the Internal Audit Manager;
e) evaluating the results presented in the auditors' report and in any recommendation letter;
The Committee reports periodically with the Internal Auditing committee and the Board of Statutory Auditors.
During the year, the Control and Risk Committee held 4 meetings, duly recorded, with average duration of sixty minutes. The meetings were always attended by Committee members6 . The Board has 4 meetings scheduled in 2016, one of which already held in March.
The Chairman of the Board of Statutory Auditors or another auditor designated by the same and the Internal Audit Manager attended all Control and Risk Committee meetings.
As part of its responsibilities, the Control and Risk Committee has access to all company information and corporate functions necessary to carry out its duties. The Committee has adequate financial resources for performing its functions.
The Internal Control System of the Biesse Group consists of a set of rules that define behaviours, values, procedures to follow by all employees and collaborators, whose purpose is to ensure good company governance and monitor the key business risks.
During 2015 the Board of Directors did not consider it necessary to specifically evaluate the adequacy, efficiency and effectiveness of the control system in consideration of the verifications carried out in this regard by the Control and Risk Committee. The Internal Control and Risk Management System reduces but cannot eliminate the possibility of wrong decisions, human errors, fraudulent violation of control systems and unpredictable events. Therefore a good Internal Control and Risk Management System provides reasonable, but not absolute, assurances that the Company will not be hindered in achieving its business objectives or in the orderly and legitimate conduct of its activities, by circumstances which may reasonably be foreseen.
The Internal Control and Risk Management System of the Company, defined according to national and international leading practice, consists of the following three levels of control:
1st level: operational functions identify and assess risks and define specific actions for their management;
2nd level: functions responsible for controlling risks define risk management methodologies and tools and carry out risks monitoring activities;
3rd level: the internal audit function provides independent assessments of the entire System.
6 Due to the renewal of the Company's governing body in 2015, the Control and Risk Committee on 19 February 2015 consisted of Mr. Leone Sibani, Mr. Giampaolo Garattoni and Mr. Salvatore Giordano, in subsequent meeting of Mr. Salvatore Giordano and Prof. Elisabetta Righini.
The guidelines of the internal control system have been defined by the Board of Directors in order that the main risks relating to the Issuer and its subsidiary are correctly identified and adequately measured, managed and monitored, also determining compatibility criteria of such risks with sound and proper business management.
The hierarchy of this control system can be defined in the points below.
The reference person of the Control and Risk Committee is Director Alessandra Parpajola, responsible for supervising implementation and evolution of the Committee, identifying the company risks to design, create, and manage the internal control system and attempting to adapt this system to the changing operating conditions, in compliance with the regulations and prevailing law. In evaluating the main risks, the assigned Director is assisted by the Internal Audit Manager, which reports directly to him. The Internal Audit Manager, Mr. Domenico Ciccopiedi, was appointed on 4 August 2014 at the proposal of the Chairman of the Board of Directors, who also proposed his remuneration.
The above-mentioned representative:
The Internal Audit Manager is appointed by the Chairman of the Board of Directors, in agreement with the Control and Risk Committee; – he has the requirements of independence, in compliance with the Corporate Governance Code.
According to the Code, the Internal Audit Manager is not responsible for any operating area, does not hierarchically report to any manager of operating areas, has free access to all the company information and has his own appropriate financial resources. He has direct access to all information useful to perform his mandate and is committed to providing assurances on the internal control system reporting the results directly to the Chairman of the Board of Directors, the Control and Risk Committee, and the Board of Statutory Auditors. His remuneration was defined in line with corporate policies by the Board at the proposal of its Chairman. The financial resources available to the Internal Audit Manager in 2015 amounted to Euro 70,000 (seventy thousand Euros and no cents) and the latter has mostly engaged in the same period in financial audit activities pursuant to Law 262/05 to verify the correct application of Group accounting procedures (ICFR Model) in the preparation of financial reports. The following branch offices were subjected to said financial audit: Biesse Manufacturing Co Pvt Ltd., Biesse France Sarl, Biesse Asia Group, as well as the Parent Company Biesse S.p.A.
The purposes, powers and responsibilities of internal audit's activities are formally defined by an Internal Audit Charter, consistent with the definition of Internal Auditing defined by the Corporate Governance Code, the Code of Ethics and the reference Standards.
The Internal Audit Manager:
In 2010, the Biesse Group supplemented its Code of Ethics in effect since 2002 with a new Code of Conduct which is an integral part of the Internal Control System. It expresses the principles of professionalism and corporate conduct which the Group expects all directors, auditors, employees, associates, consultants, and partners to strive for. The Code of Conduct was adopted by all the Group companies in Italy and abroad. Said Code, which came into force in March 2010, has the purpose of highlighting the importance of operating in a sustainable manner, able to guarantee the interests of all stakeholders; it has been supplemented in order to also provide guidelines concerning the Environment, Health and Safety and Ethics in the execution of business activities.
An integral part of the Organisational and management model (hereinafter the "Model") of the Company is the Code of Conduct, which is an official document that expresses the commitments and the ethical responsibilities in conducting its business and the business activities undertaken by Biesse and the other Biesse Group companies. The document also governs the rights, duties and responsibilities expressly exercised and undertaken by Biesse in relation to the parties it deals with in carrying out its business. The Code also introduces mandatory principles and rules of conduct for Biesse, for the purposes of reasonably preventing the offences set out in Legislative Decree 231 of 8 June 2001.
The Board of Directors, in fact, approved the Model in 2007 in accordance with Legislative Decree 231 of 8 June 2001, which sets out the administrative responsibility of corporations; this Model is periodically reviewed and updated, pursuant to regulatory changes.
This Model is the result of a long and in depth analysis of the risks related to the legal status of Biesse. It is consistent with the principles expressed by Legislative Decree 231/01, in line with national best practices and the instructions of Confindustria, and is sufficient to prevent the risk that employees and associates of the Company commit the offences set forth in the aforementioned decree and in the subsequent modifications.
It represents an additional guarantee of the sense of responsibility in relationships within the Group and with external parties, offering Shareholders sufficient guarantees of correct and efficient management.
The Model contains a detailed analysis of the risks of committing the offences set forth in the Legislative Decree 231/2001, with special reference to the offences relevant to the business of Biesse and a list of the appropriate procedures to fill any gaps between the areas found to be potentially at risk and the procedures already in place and operational at Biesse.
Presently, the areas identified as at risk and monitored pursuant to the regulations are:
Furthermore, a Supervisory Board was appointed, consisting of the Independent Directors, the Biesse Legal and Insurance Affairs Office Manager, and the Biesse Internal Auditing Office manager, with a view to:
ensure that the corrective actions necessary to make the Model appropriate and effective are undertaken in a timely manner;
gather, process and save all the relevant information received in relation to the Model and update the list of the information that must be transmitted to it. To do this, the Supervisory Board has free access to all the relevant Company documentation and is constantly informed by management: on the aspects of the company activities that can expose the Company to the risk of committing one of the crimes set forth by the Decree and the relationships with consultants and partners;
To complete the Model, note that the Company has set up a structured and unified system of procedures and control activities (which includes bolstering the efficacy of those already existing and by implementing new ones) aimed at covering any possible risks arising from sensitive and instrumental activities for the purpose of committing the offences set forth in the aforementioned decree.
Biesse has implemented a strategy it considers effective to increasing shareholder value since it aims to ensure a complete investigation and therefore, suitable to protect shareholders' and all stakeholders from possible risks related to company governance, present and future. The strategy is built on implementing the "Integrated Compliance" application for management of regulations under Law 262/05 and Leg. Decree 231/01.
The Model, as well as the Code of Conduct, are available on the company website.
The risk management and internal control over financial reporting of the Company is based on the "COSO Report" reference model, which can be defined as a set of rules, procedures and organisational structures that uses an appropriate risk identification, measurement, management and monitoring process, according to a Risk Based methodology to run a healthy, sound, correct and transparent company that meets the preset objectives.
The system aims to ensure:
The Board of Directors is responsible for the internal control and risk management system and sets its guidelines, periodically checking its adequacy and effective functioning, also through the Control and Risk Committee and finally, describes its essential elements in relation to corporate governance.
In the Board meeting of 3 August 2012, following prior approval by the Control and Risk Committee, the company adopted the new Risks/Opportunities Management Policy (so-called ERM - Enterprise Risk Management). In this Policy, in the light of the new Corporate Governance Code, the management of risks/opportunities plays a central role in the corporate governance rules; it is the responsibility of the Board of Directors to ensure proper management of key risks/opportunities, while the Committee must play a role of assurance on the adequacy of the internal control system. Via the ERM, the rules with which the Biesse Group performs the evaluation of risks/opportunities are established and formalised, thus introducing a structured process and adequate operational tools. The document has been drafted taking inspiration from the main benchmarks in the field of Enterprise Risk Management such as: the King Report III (2009), ERM frame work (2004), COSO Guidance on Monitoring Internal Control System (2009), and the Principles and Guidance of
Risk Management (ISO 31000). Adopting adequate and modern tools in this field will allow the internal functions to adequately structure the process, also with the aim of internally sharing in-depth knowledge about the management of risks/opportunities able to ensure a more strategic/preventive (rather than the typical reactive) approach. The Internal Audit Manager describes how, at the operational level, the ERM is structured with reference to three phases described as follows:
The controls set up can be split into the following categories:
With a view to creating value for shareholders, which Biesse believes to be essential to work towards this goal by increasing the measures set up to protect the correctness of the information intended for shareholders, Biesse has taken steps to quickly attain efficiency and focus on a situation of compliance with respect to the matters set forth by Law 262/2005. Specifically, in order to protect shareholders and more generally, stakeholders, starting from 2007, Biesse already implemented the procedures to ensure veracity, correctness and transparency of the data by (i) a preliminary scoping activity in order to identify the significant classes of transactions, transactions not considered routine, and the accounting estimates to include in the analysis perimeter in relation to significant accounts on a consolidated level, based on defined quality and quantity criteria (e.g. importance, inherent risk, etc.); (ii) a risk evaluation activity aimed at certifying that processes and subprocesses identified in the scoping phase are not invalidated by irregularities, errors or omissions not detected by the internal control system and, generally, by the "Corporate Governance" system; (iii) implementation of new control procedures to prevent the risk under point (ii) above; (iv) planning and execution of a cycle of tests on the entire internal control system to verify its effectiveness and set out a Remediation Plan with a view to completely achieving the objectives defined in the scoping phase.
To fully implement the ICFR model, Biesse has set out requirements regarding: i) the compliance plan that dictates the rules of formalisation, maintenance and management of the model; ii) the collation procedure, whose purpose is to ensure that the Chairman of the Board of Directors and the Manager in charge of preparing corporate accounting documents receive the internal affidavit of the process owners responsible within the company for applying the model.
The ICFR model and compliance plan are periodically submitted for approval to the Group Internal Audit function and any changes must be approved by the Control and Risk Committee.
To achieve the objectives of efficiency and integration of the internal controls in 2008, an information system was introduced, henceforward named Integrated Audit Tool, that can manage and provide support to integrated compliance.
At present, this application supports the Internal Auditing function, the Control and Risk Committee and the Supervisory Board in risk analysis activities and verification of the controls, ensuring the ability to track information and activities.
The Biesse shareholders' meeting held on 28 April 2010 passed resolution to offer the assignment to KPMG S.p.A. for FY 2010 up to 2018, concurrently setting its compensation and the criteria for adjustment of these fees throughout the contract term.
On 8 May 2015, in accordance with Law 262 of 28 December 2005, in addition to the provisions of the Articles of Association of the company, the Board of Directors, at the proposal of the Chairman, after consulting the Board of Statutory Auditors, unanimously confirmed the Head of Administration, Finance and Control, Cristian Berardi, as the new Financial Reporting Officer, replacing the previous Officer, Stefano Porcellini who has assumed the role of Chief Operating Officer. The Reporting Officer possesses all the requirements of professionalism and integrity required by applicable law to carry out this task, being an expert in the fields of administration, finance and control and in possession of the necessary integrity requirements.
The Manager has been granted all the necessary powers under article 154 bis of Legislative Decree 58 of 24 February 1998, as introduced by article 14 (1), Law 262 which include but are not limited to:
The issuer provides for coordination procedures among those involved in the Internal Control and Risk Management System in order to maximize the efficiency of the internal control and risk management system and to reduce duplication of effort. To this end, the Board of Directors receives and examines the quarterly reports prepared by the Internal Audit Manager, by the Control and Risk Committee and by the Director in charge of the Internal Control and Risk Management System, in order to verify (i) whether the structure of the Internal Control and Risk Management System in place within the Group is effective in achieving the objectives and (ii) whether any reported weaknesses imply the need for System improvement.
According to the Regulation adopted by Consob with resolution no. 17221 of 12 March 2010 as amended by Resolution no. 17389 of 23 June 2010 (the "CONSOB Regulation"), the Board of Directors of the Company, on 12 November 2010, adopted, with the prior approval of the Internal Control Committee at the time, the procedure for regulation of transactions with related parties which regulates related party transactions with the aim of ensuring, for itself and its subsidiaries, transparency and substantial and procedural correctness of related party transactions entered into by the Company
The Regulation aims to identify the principles and procedures which Biesse uses in order to ensure the substantial and procedural transparency and correctness of Related-Party transactions (as defined below), executed by the Company, directly or through its subsidiaries.
For the purpose of the Regulation, Related-Party transactions ("RPT") may be defined as any transfer of services, resources, or obligations between Related Parties, regardless of whether or not a consideration has been agreed, which may include:
merger or spin off transactions in the narrow sense and not proportional, provided these are executed with Related Parties;
every decision related to assignment of compensation and economic benefits, in any form, to members of the Board of Directors and Statutory Auditors and to executives with strategic responsibilities
The bodies involved in examination and approval of the transactions and bodies which have supervisory duties on enforcement of the Regulation, each for their own sphere of responsibility, for the purpose of identifying the RPT in accordance with the Regulation, are required to give preference to and consider the substance of the relationship and not only its legal form. In view of the reports and comments made by other company bodies, the Board of Directors of the Company reviews the effectiveness of the Regulation at least every three years and the need/advantages of making changes to it
As the Company is a smaller size listed company and pursuant to the recent changes to the Articles of Association, Biesse is taking advantage of the ability to apply the procedural system allowed for Smaller RPT, in accordance with article 10 of the CONSOB Regulation.
This Regulation includes the establishment of a Committee for vetting Related-Party transactions which consists of the two independent directors and uses the prerequisites set forth by applicable law and regulations. During the financial year, the Committee held 2 meetings, with minutes taken as required, lasting an average of forty-five minutes. All members participated in those meetings7 . For 2016 one meeting is planned.
The Board of Directors has found operating solutions that can facilitate the identification and adequate management of the situations in which a director holds an interest on his own behalf or on behalf of third parties.
The Biesse Related Party Transactions Regulation is available on the company's website at www.biessegroup.com - section "Investor Relations".
The Board of Statutory Auditors supervises compliance with the law and the Articles of Association and provides control of operations, while it is not responsible for accounting controls which are the responsibility of independent auditors designated by the Shareholders' Meeting among those registered in the CONSOB roll.
The Articles of Association sets forth that the Board of Statutory Auditors is made up of three standing auditors and two alternate auditors and that nomination is based on the candidate lists filed by the Shareholders that represent at least 2% (two percent) of the voting stock in the Shareholders' Meeting or another minimum percentage set forth by Consob Regulation (for 2016, 2.5% - it is pointed out that, in any case, any lower percentage provided for in the Articles of Association is applied). No Shareholder, nor the Shareholders in the same group, may file or vote for, either severally or jointly or through nominees or trustees, more than one candidate list. If this rule is broken, the vote of the Shareholder in question will not be taken into account for any of the candidate lists filed. Each candidate may only be on one list. Failure to comply will mean ineligibility.
A statutory auditor is elected as follows: two standing auditors and one alternate auditor are selected, in the consecutive order in which they are listed, from the candidate list that obtained the highest number of votes in the Shareholders' Meeting; the names of one standing and another alternate auditor are selected from the candidate list with the second highest number of shareholder votes, according to the sequential order in which they appear in the list. The standing auditor will assume the role of Chairman. If there is a tie among two or more candidate lists, the Statutory Auditors appointed will be those most senior in age.
The lists must be filed no later than the twenty-fifth day prior to the date of the Shareholders' Meeting and must be posted, as required by law and by the Consob Regulations, at least twenty-one days prior to the meeting. Candidatures must be accompanied by a professional curriculum vitae and the statements whereby each candidate accepts the candidature and attests, under personal responsibility, the absence of ineligibility and incompatibility, as well as the existence of the requirements prescribed by law and by the Articles of Association for these roles.
In case of replacement or expiry of the term of a statutory auditor, the substitute from the same list as the terminated or expired auditor takes his place. Should this not be possible, the Shareholders' Meeting shall be responsible, with the legal majority, subject to that provided by law on the appointment of statutory auditors representing the majority.
7 In relation to the meetings of the Committee for Related Party Transactions, it is pointed out that, due to the renewal of the Company's Board of Directors in 2015, this Committee, in the first meeting on 24 April 2015, consisted of Mr. Leone Sibani, Mr. Giampaolo Garattoni and Mr. Salvatore Giordano while the Committee present at the second meeting on 8 May 2015, consisted of Mr. Salvatore Giordano and Prof. Elisabetta Righini.
The Board of Statutory Auditors in office was appointed by the ordinary Shareholders' Meeting on 30 April 2015 and remains in office until approval of the financial statements of the year ended 31 December 2017. The members of the Board of Statutory Auditors were all candidates from the single list presented by Bi.Fin. S.r.l. which was voted by shareholders representing 18,067,090 shares, equal to 66.01% of share capital. No other candidate lists were filed.
The Board of Statutory Auditors held 9 meetings in 2015, each lasting an average of two hours. The Board has another 10 meetings scheduled in 2016, one of which has been held.
For more information on the composition of the Board and the equity investment of each member, see the summary tables. At the end of year, the Board of Statutory Auditors was made up as follows:
Mr. Giovanni Ciurlo (Chairman), born in Genoa on 14 August 1960, graduate in economic sciences with honours in 1983 and registered in the Board of Chartered Accountants of Genoa since 1985. Between 1983 and 1986 he worked as an officer of IMI – Istituto Mobiliare in Genoa and Rome; between 1986 and 1990, Ciurlo was the administration and finance officer at Diffel S.p.A.. Since 1994, he has been a partner at Studio Tributario Societario, a professional association headquartered in Milan, Rome, Genoa and Turin and where some forty professionals currently work.
As at 31 December 2015 he does not own Issuer shares.
Main offices: Chairman of the Board of Statutory Auditors of AEB Spa, Chairman of the Board of Statutory Auditors of Unicasim Spa,, Standing Auditor of Italmatch Chemicals Spa, Standing Auditor of Stroili Oro Spa, Chairman of the Board of Statutory Auditors of Salmoiraghi & Viganò Spa, Chairman of the Board of Statutory Auditors of Comarco Spa, CEO of Cedis Srl, Chairman of the Board of Statutory Auditors of Comdata S.p.A., Standing Auditor of F.M. S.p.A., member of the Supervisory Board of Gastaldi Holding S.p.A.. member of the Supervisory Board of Gastaldi Real Estate S.p.A., Standing Auditor of G. R. S. Chemical Technologies Srl, Standing Auditor of Polimeri Speciali Holding Spa, Standing Auditor of PIER S.p.A., Standing Auditor of Porto di Lavagna S.p.a., Standing Auditor of Sagittario S.p.A., Chairman of the Board of Directors of Softeco Sismat Srl uni personale, Chairman of the Board of Statutory Auditors of Somacis Group Spa, Chairman of the Board of Statutory Auditors of Thannberger & Associes Spa, Chairman of the Board of Statutory Auditors of Villa Serena Spa, Alternate Auditor of Acme Lab Srl, Alternate Auditor of Al.Ma. Alimentari Marittimi Spa, Alternate Auditor of P.L. Ferrari & Co Srl.
Mr. Riccardo Pierpaoli (Standing Auditor), born in Pesaro (PU) on 4 January 1967, graduate in Business and Economics and qualified as a Chartered Accountant and Auditor and registered in the Register of Auditors under no. 72145 with provision dated 26/05/1999 published in the Official Gazette, Supplement 45 - Special Series IV - of 08/06/1999. Technical consultant at the Court of Pesaro, Bankruptcy Receiver at the Court of Pesaro, Chairman of the Board of Statutory Auditors of several unlisted companies. He is a partner of the Studio Commerciale Associato Polidori & Pierpaoli specialising in corporate, contractual and fiscal issues.
As at 31/12/2015 he does not possess shares of the Issuer.
Cristina Amadori (Standing Auditor)8 , born in Pesaro (PU) on 27 March 1967, graduated with a diploma from the Istituto Tecnico Commerciale Bramante in Pesaro, is enrolled in the Board of Accountants of Pesaro e Urbino since 26 March 1994 under no. 162, now known as the Board of Chartered Accountants under no. 260A. She is registered in the Board of Official Accounting Auditors with Ministerial Decree issued on 8 June 1999 under no. 71471. She is a standing auditor in a number of unlisted companies.
As at 31/12/2015 she does not possess shares of the Issuer.
Mr. Claudio Sanchioni (left office on 30/04/15)9 , born in San Costanzo (PS) on 9 September 1958, graduate in Business and Economics on 21 February 1984 at the University of Ancona and registered in the Board of Chartered Accountants of Pesaro and Urbino since 2 October 1984 under No. 67, changed to No. 103 A since 1 January 2008, and in the Board of Official Accounting Auditors with Ministerial Decree of 12/4/1995. Technical consultant at the Court of Pesaro, Bankruptcy Receiver at the Court of Pesaro, Chairman of the Board of Statutory Auditors of several unlisted companies, Director of the Board of Chartered Accountants of Pesaro - Urbino and Chairman of the Protection Committee.
As at 31/12/2015, Mr. Sanchioni owns 200 Issuer shares.
Silvia Cecchini (Alternate Auditor), born in Petriano (PU) on 28 March 1960, with a 1st class honours degree in Business and Economics from the University of Ancona in 1985, enrolled in the Board of Chartered Accountants of the Province of Pesaro-Urbino since 1985, auditor, technical consultant at the court of Pesaro and Urbino, Bankruptcy Receiver at the Court of Pesaro and Urbino and technical consultant at the public prosecutors office of Urbino. She has an on-going cooperation with the Faculty of Business and Economics of Urbino. Standing Auditor of a number of unlisted companies and at 31/12/2015 owns no shares of the Issuer.
Nicole Magnifico (Alternate Auditor), born in Sassocorvaro (PU) on 23 July 1985, graduated with a 1st class honours degree in Business and Economics from the University of Urbino in 2009, is enrolled in the Board of Chartered Accountants of the Province of Pesaro-Urbino since 2011, auditor and tax consultant. She is also a technical consultant, alternate auditor and liquidator in corporations and non-profit organizations. As at 31/12/2015 she does not possess any Issuer shares.
The Board of Statutory Auditors has made its annual verification that each of its members has maintained the prerequisites of independence required by prevailing law and by the Code, according to all criteria provided herein, with reference to the independence of the Directors.
Statutory auditors with personal or third party conflict of interest in a resolution shall promptly and fully inform the Chairman of the Board and the other members.
In performing its duties, the Board has supervised the independence of the external auditors, verifying both the compliance with legal requirements and the nature and entity of the services other than account auditing provided to the Issuer and its subsidiaries by the independent auditors.
In carrying out its duties, the Board of Statutory Auditors works with the Internal Audit function and with the Control and Risk Committee.
8 Due to the renewal of members of the Board of Statutory Auditors in 2015, Mrs. Cristina Amadori only attended 4 meetings. In another meeting she was absent with justification.
9 Due to the renewal of members of the Board of Statutory Auditors in 2015, Mr. Claudio Sanchioni only attended 4 meetings.
Financial communication plays an essential role at Biesse in the value creation process for the Group: the Issuer has adopted a strategy to promote continuous and correct flows of information between the financial community, the market and the Issuer. Biesse has always actively worked to establish continuous dialogue with institutional investors, shareholders and the market, in compliance with the procedures adopted for public disclosure of inside documents and information. For this reason, the specific company office of "Investor Relations" was established to work with the Board of Directors with the aim of ensuring publication of complete and timely disclosure through press releases, workshops with the financial community and periodic updates of the company web site (www.biessegroup.com).
In 2015, Biesse participated in all the events organised by Borsa Italiana (STAR event in Milan and London) and independently created a number of opportunities for meeting and exchange with the Italian and international financial community.
To foster financial communication, the Board of Directors of Biesse works to provide easy and timely access to the information regarding the Issuer which is relevant for its shareholders to knowledgeably exercise their rights. To achieve this, the Company felt it would be appropriate to set up a dedicated space on its web site with economic and financial information (financial statements, quarterly and interim reports) and data and documents of interest to shareholders, including the Code of Conduct and the Organisation and Management Model (www.biessegroup.com - section "Investor Relations"). The documentation will remain available on the site for at least five years.
Shareholders' Meetings are legally constituted when all shareholders are represented and its resolutions, taken in compliance with the law and the Articles of Association, are binding for all shareholders, even if absent or in disagreement. Shareholders' Meetings may be called in Italy at the company headquarters or elsewhere. The Shareholders' Meeting is called by the Board of Directors by issuing a notice to be published according to the deadlines and procedures provided for by applicable legislation.
Ordinary and extraordinary shareholders' meetings and shareholder decisions are valid where the quorum, voting majorities and other statutory requirements contemplated by laws in force are satisfied. The Shareholders' Meeting may be held with a single call.
Voting by mail or telecommunications is not provided for. Participation in the Shareholders' Meeting in video conference or conference call is not provided for.
Since 2001, the Company has had a set of shareholders' meeting rules that govern the orderly and practical running of the ordinary and extraordinary meetings, ensuring each shareholder the ability to participate in the discussion of items on the agenda. All those who participate as representatives of shareholdings are entitled to speak on any of the issues set forth for discussion. Shareholders who wish to speak must ask the Chairman for the floor, submitting a written request including indication of the topic of the question. This is done after the chairman has read aloud the items on the agenda and until he has declared the discussion of the issue closed.
The rules of the Shareholders' Meeting can be viewed in the dedicated section of the web site (www.biessegroup.com).
In FY 2015, one Shareholders' Meeting was held and in that case, the Board reported to shareholders on its activity, planned and scheduled, and endeavoured to ensure that shareholders had adequate information regarding the necessary elements so that they could make fully-informed decisions within the framework of a Shareholders' Meeting.
During 2015, there were no significant changes in capitalisation or corporate structure such as to suggest to the Board to propose amendments to the Articles of Association regarding the percentages required for exercise of shares and prerogatives in defence of minorities.
Said Shareholders' Meeting was attended by 2 directors. The Board and a member of the Remuneration Committee have reported to the Shareholders' Meeting on the activities carried out and planned, in particular by said the Committee. The Board ensured shareholders were provided with adequate information on the elements necessary for them to take informed decisions pertaining to the Shareholders' Meeting.
There are no other corporate governance practices other than the above.
There were no other changes taking place subsequent to 31/12/2015.
Below is summary information on the make up of the Board of Directors and the Board of Statutory Auditors.
Included with this report is a list of any offices held by each director of the Issuer in companies listed on regulated markets, including foreign markets, in financial, banking, insurance or other companies of significant size.
| S H |
A R E C A P I T |
A L S T R U C T U R E |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| No f s ha . o res |
% f s ha re cap o ita l. |
L ist d (sp e |
i fy rk ) / n l ist d ets ot ec ma e |
R ig hts d o b l iga ion t an s |
|||||||
| Or ina d ha ry s re s |
27 39 3, 0 42 , |
10 0% |
L iste d o n t |
he MT A, ST AR ent se gm |
All sh are s a re sha itle s th ent re rdi ext rao nar y s for and th e A ce adm ini tive stra |
ina tive fre ely nsf ble d i ndi vis ible . E ach tra nom era , an , e h old he 's o rdi nd to te at t er one vo com pan y nar y a har eho lde rs' etin in dan wit h l s i me gs, ac cor ce aw n rtic les of A cia tion nd ibu the ad diti l attr te sso , a ona d e ity rig hts ach ed otin k b law att to v toc an qu g s y |
|||||
| S ha i h l im i d t te re s w ing ig h t ts vo r |
/ | / | / | / | |||||||
| S i ing ha h n t t re s w o v o ig h ts r |
10, 0 0 0 |
0. 0 0 0 36 5 1% |
L iste d o n t |
he MT A, ST AR ent se gm |
Tre sha asu ry res |
aril ith ing rig hts tem vot por y w no |
|||||
| O T H E f he ( in t co n er r g |
R F I N A N C I h bs ig t to r su |
A L I N S T R U M E N T S be ly d i iss to cr n ew ue s |
ha ) re s |
||||||||
| L ist d (sp i fy e ec rk ) / n l ist d ets ot ma e |
No f . o ins in tru nts me irc lat ion c u |
Ca f s teg ory o |
for ion /ex ise ha res co nv ers erc |
f s for ion /ex ise No ha . o res co nv ers erc |
|||||||
| Co ib le bo nd ert nv s |
/ | / | / | / | |||||||
| S G I N I |
C A Q F I N T E U I |
S T Y I N V E T |
S S A M E N T I N T H E H R |
C A A E P I T L |
|||||||
| De lar t c an |
D ire ha ho ct s re |
lde r |
% f o rd ina ha o ry s re |
ita l cap |
% f v ing ha ita l ot o s re cap |
||||||
| G ian lo Se lc car |
i | SR BI .FI N L |
5 1% |
5 1% |
|||||||
| No s B k rge an |
No s B rge an |
k | 2. 0 0 5% |
2. 0 0 5% |
| Con l an d tro Ris k Com mit tee (CC R) |
Rem ion rat une Com mit tee (CR ) |
Ap intm ent po s Com mit , if tee any |
Exe ive cut Com mit tee (if inst itut ed) |
Rel d P ate art y Tra ctio nsa ns Com mit tee (CP C) |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Off ice |
Me mb ers |
Yea r of bir th |
Dat e of fir st app oin nt* tme |
In o ffic e fro m |
In o ffic til e un |
Lis t (M /m) ** |
Exe c. |
No n- exe c. |
Ind ep. pur nt t o the sua Co de |
Ind ep. nt t pur sua o Con soli dat ed Law on Fin anc e |
(% ) * |
No her . ot offi ces ** |
* |
* |
* |
* |
* |
* |
* |
* |
* |
* |
| Ch air. |
Selc i Ro ber to |
196 0 |
200 0 |
30/ 04/ 201 5 |
al o f th e fi cial App rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 83.3 3 |
||||||||||||||
| CE O |
Selc i G ianc arlo |
193 6 |
199 4 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 100 | ||||||||||||||
| Dir ecto r |
la Ale jo Par pa dra ssan |
197 3 |
200 5 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 83.3 3 |
||||||||||||||
| Dir ecto r |
Ste fan o Por cell ini |
196 5 |
200 6 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 100 | ||||||||||||||
| Dir ecto r |
Tin ti C esa re |
196 8 |
201 2 |
30/ 04/ 201 5 |
al o f th e fi cial App rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 100 | ||||||||||||||
| LID | Gio rda no Sal vato re |
195 0 |
200 6 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | x | x | 100 | 02 | x | 100 | x | 100 | x | 100 | |||||
| Dir ecto r |
Elis abe tta Rig hin i |
196 1 |
201 5 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | x | x | 66.6 8 |
01 | x | 75 | x | 50 | x | 50 | |||||
| ---- ---- ---- |
---D IRE CT OR |
S L EA VIN |
G O FF |
ICE DU RIN G T |
HE YE AR --- |
---- ---- ---- |
||||||||||||||||
| Dir ecto r |
Sib ani Leo ne |
193 7 |
200 3 |
27/ 04/ 201 2 |
App al o f th e fi cial rov nan t 31 /12 /20 14 stat nts eme as a |
M | x | x | x | 33.3 4 |
01 | x | 25 | x | 50 | x | 50 | |||||
| Dir ecto r |
ni Gia Gar atto aolo mp |
194 3 |
200 3 |
27/ 04/ 201 2 |
App al o f th e fi cial rov nan t 31 /12 /20 14 stat nts eme as a |
M | x | x | x | 33.3 4 |
03 | x | 25 | x | 50 | x | 50 | |||||
| Not e th e q uor um |
uir ed req |
for fili list the s at the las t ap ng |
intm : 2. ent po |
5% | ||||||||||||||||||
| No . of etin me gs |
hel d d uri ng |
the fin ial r in esti anc yea qu |
on: | B.o | .D. : 6 |
CC R: 4 |
RC : 2 |
CN :/ |
CE :/ |
CPC | :2 |
NOTES
* By date of first appointment of each director is meant the date on which the director was appointed for the first time (ever) to the Board of Directors of the issuer
** This column indicates M/m depending on whether the member was voted from the majority list (M) or a minority list (m).
*** This column indicates the directors' attendance at meetings of the Board of Directors and the committees (number of attendances / number of meetings held during the period of office).
**** This column indicates the number of offices of director or auditor held by the individual in other companies listed on regulated markets, Italian or foreign, in financial, banking, insurance or other companies of significant size.
***** This column indicates with an "X" if the member of the Board of Directors is also a member of the committee.
| Bo ard of Sta tuto ry |
Au dito rs |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Off ice |
Me mb ers |
Yea r of bir th |
Dat e of fir st app oin nt* tme |
In o ffic e fr om |
In o ffic til e un |
Lis t (M /m) ** |
Ind nde epe nce o th nt t pur sua e Cod e |
) * (% |
Nu mb f ot her er o offi ces ** |
| Ch airm an |
Ciu rlo Gio ni van |
196 0 |
200 0 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 88.9 6 |
22 |
| Sta ndi Au dito ng r |
Am ado ri C rist ina |
196 7 |
200 0 |
30/ 04/ 201 5 |
al o f th e fi cial App rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 44.4 8 |
/ |
| Sta ndi Au dito ng r |
Ric card o P ierp aoli |
196 7 |
201 1 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | 100 | / |
| Alt Au dito ate ern r |
Nic ole Ma ific gn o |
198 5 |
201 5 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | / | / |
| Alt Au dito ate ern r |
Silv ia C hin i ecc |
196 0 |
201 1 |
30/ 04/ 201 5 |
App al o f th e fi cial rov nan t 31 /12 /20 17 stat nts eme as a |
M | x | / | / |
| --- | AU OR S L DIT ---- ---- ---- |
EA G O ICE VIN FF DU |
G T AR RIN HE YE --- ---- ---- --- |
||||||
| Sta ndi Au dito ng r |
San chio ni C laud io |
195 8 |
199 7 |
27/ 04/ 201 2 |
App al o f th e fi cial rov nan t 31 /12 /20 14 stat nts eme as a |
M | x | 44.4 8 |
/ |
| Not e th e q uor um req |
uir ed for fili the list ng |
the las intm s at t ap po |
: 2% ent |
||||||
| . of etin No hel me gs |
uri fin ial d d the ng anc yea |
r in esti 9 qu on: |
NOTES
*By date of first appointment of each director is meant the date on which the director was appointed for the first time (ever) to the Board of Statutory Auditors of the issuer
** This column indicates M/m depending on whether the member was voted from the majority list (M) or a minority list (m).
*** This column indicates the auditors' attendance at meetings of the Board of Statutory Auditors (number of attendances / number of meetings held during the period of office).
**** This column indicates the number of director or auditor offices held by the individual, which are relevant for the purposes of article 148-bis of the Consolidated Law on Finance. The complete list of the offices is attached, in accordance with article 144 (15) of the Consob Issuers' Regulation to the report on the supervisory activities, drawn up by the auditors in accordance with article 153 (1) of the Consolidated Law on Finance.
| Surn ame |
Nam e |
Offi ce |
Sub sidi ary |
Num ber of shar es held th nd of at e e fina ncia l ye ar 2 014 |
Num ber of shar es hase d purc |
Num ber of shar es sold |
Num ber of shar es held th nd of at e e fina ncia l ye ar 2 015 |
|---|---|---|---|---|---|---|---|
| Sel ci (thr h B i.Fin srl) oug |
Gia lo ncar |
Chi ef E tive xecu Offi cer |
BIE SSE S.p .A. |
204 450 0 |
|||
| cell ini Por |
Stef ano |
ber of th Mem e rd o f Di Boa rect ors |
SSE S.p .A. BIE |
0 | 4 119 77 |
119 77 |
0 |
| Tint i |
Ces are |
Mem ber of th e Boa rd o f Di rect ors |
BIE SSE S.p .A. |
0 | 5 679 2 |
679 2 |
0 |
| Gio rdan o |
Salv ator e |
Inde den t pen Mem ber of the Boa rd o f Di rect ors |
BIE SSE S.p .A: |
200 | 200 | ||
| San chio ni |
Clau dio |
mbe of the Me r 6 Boa rd o f Di rect ors |
SSE S.p .A. BIE |
200 | 200 |
Shareholdings held in the Company and subsidiaries by members of the governing and supervisory bodies, by general directors and their close relatives
4 shares awarded by the company under the Long-Term Incentive Plan 2012-2014
5 shares awarded by the company under the Long-Term Incentive Plan 2012-2014
6 office terminated on 30/04/15
In addition, Mr. Giancarlo Selci who controls Biesse S.p.A. through Bi.fin Srl, also controls the companies as per the organisational chart below at 31/12/2015.
| Num ber of K ey M anag ers |
Sub sidi ary |
Num ber of s hare s he ld a t th d of fin anci al e en |
Num ber of s hare rcha sed s pu |
Num ber of s hare ld s so |
Num ber of s hare s he ld a t th d of fin anci al e en |
|---|---|---|---|---|---|
| 201 4 year |
201 5 year |
||||
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