Governance Information • Apr 16, 2016
Governance Information
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(traditional administration and control model)
(Translation from Italian original which remains the definitive version)
Issuer: Landi Renzo S.p.A.
Web Site: www.landi.it
Financial period covered by the Report: year ended 31 December 2015
Date of approval of the Report: 14 March 2016
| GLOSSARY | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1. | ISSUER PROFILE 5 | ||||||||
| 2. | INFORMATION ON THE STRUCTURE OF OWNERSHIP (PURSUANT TO ARTICLE 123-bis, SUBSECTION 1, OF THE CONSOLIDATED FINANCE ACT) AS AT 31 DECEMBER 2015 5 |
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| 3. | COMPLIANCE 10 | ||||||||
| 4. | BOARD OF DIRECTORS 10 | ||||||||
| 4.1 | Appointment and replacement of directors, and amendments to the articles of association (pursuant to article 123-bis, subsection 1, letter l) of the Consolidated Finance Act) 10 |
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| 4.2 | Composition (pursuant to Article 123-bis, subsection 2, letter d) of the Consolidated Finance Act) 13 |
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| 4.3 | Role of the Board of Directors (pursuant to Article 123-bis, subsection 2, letter d) of the Consolidated Finance Act) 19 |
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| 4.4 | Delegated bodies 22 | ||||||||
| 4.5 | Other Executive Directors 28 | ||||||||
| 4.6 | Independent Directors 28 | ||||||||
| 4.7 | Lead Independent Director 30 | ||||||||
| 5. | HANDLING OF CORPORATE INFORMATION 30 | ||||||||
| 6. | COMMITTEES WITHIN THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, SUBSECTION 2(D), OF THE CONSOLIDATED FINANCE ACT) 31 |
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| 7. | APPOINTMENT COMMITTEE 31 | ||||||||
| 8. | REMUNERATION COMMITTEE 31 | ||||||||
| 9. | DIRECTORS' REMUNERATION 32 | ||||||||
| 10. | AUDIT AND RISK COMMITTEE 33 |
| 11. | INTERNAL AUDIT AND RISK MANAGEMENT SYSTEM 35 | ||
|---|---|---|---|
| ----- | ----------------------------------------------- | -- | -- |
| 11.1 | Director in charge of supervising the operation of the internal audit and risk management system 40 |
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|---|---|---|
| 11.2 | Head of the internal audit function 40 | |
| 11.3 | Compliance model pursuant to Legislative Decree 231/2001 42 | |
| 11.4 | Auditing firm 43 | |
| 11.5 | Executive in charge of preparing corporate accounting documents 43 | |
| 11.6 | Co-ordination of persons involved in the internal audit and risk management system 43 | |
| 12. | DIRECTORS' INTERESTS AND TRANSACTIONS WITH RELATED PARTIES 44 | |
| 13. | APPOINTMENT OF STATUTORY AUDITORS 45 | |
| 14. | COMPOSITION AND OPERATIONS OF THE BOARD OF STATUTORY AUDITORS (PURSUANT TO ARTICLE 123-BIS, SUBSECTION 2(D) OF THE CONSOLIDATED FINANCE ACT) 49 |
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| 15. | RELATIONS WITH SHAREHOLDERS 54 | |
| 16. | SHAREHOLDERS' MEETINGS (PURSUANT TO ARTICLE 123-BIS, SUBSECTION 2(C) OF THE CONSOLIDATED FINANCE ACT) 54 |
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| 17. | FURTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ART. 123-BIS, SUBSECTION 2(A) OF THE CONSOLIDATED FINANCE ACT) 55 |
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| 18. | CHANGES SINCE THE CLOSING OF THE REFERENCE YEAR 56 |
Borsa Italiana: Borsa Italiana S.p.A.
Self-Regulatory Code: the Self-Regulatory Code for listed companies approved by the Corporate Governance Committee in March 2006 (and subsequent amendments) and promoted by Borsa Italiana, Abi, Ania, Assogestioni, Assonime and Confindustria, publicly available on the internet website of Borsa Italiana www.borsaitaliana.it.
Civil Code: the Italian Civil Code.
Board of Statutory Auditors: the Issuer's Statutory Auditors.
Board or Board of Directors: the Issuer's Board of Directors.
Issuer, Landi Renzo or the Company: Landi Renzo S.p.A.
Period: the financial period covered by the Report, i.e. the financial year ended on 31 December 2015.
Stock Market Regulations: the Regulations of the Stock Markets organised and managed by Borsa Italiana.
Instructions to the Stock Market Regulations: the Instructions to the Stock Markets Regulations.
Issuers' Regulations: the Regulations issued by Consob by virtue of Resolution 11971/1999 (and subsequent amendments) regarding legislation for issuers.
Consob Market Regulations: the Regulations issued by Consob by virtue of Resolution 16191/2007 (and subsequent amendments) regarding legislation for the stock markets.
Related Party Transactions Regulations: the Regulations issued by Consob by virtue of Resolution 17221 of 12 March 2010 (and subsequent amendments) regarding transactions with related parties.
Report: the report on corporate governance and the structure of ownership that companies are obliged to prepare in accordance with Article 123-bis of the Consolidated Finance Act for the reference Period.
Consolidated Finance Act: Legislative Decree 58 of 24 February 1998 (the Italian Consolidated Finance Act), as amended.
The Issuer has adopted a traditional system of governance based on the presence of three bodies: the Shareholders' Meeting, the Board of Directors and the Board of Auditors. The auditing of the accounts is entrusted by law to an auditing firm. The Issuer adheres to the Self-Regulatory Code in accordance with the method described below.
The following sections provide information regarding the ownership structure and describe the relative and actual methods of implementation that the Company has already adopted, namely the changes that the Company is pursuing with respect to the compliance model outlined in the Self-Regulatory Code.
This Report, prepared in accordance with the legal obligations laid down for companies listed on the screen-based equity market (Mercato Telematico Azionario) organised and managed by Borsa Italiana, together with all the documents referred to herein, may be downloaded from the Company's website, www.landi.it, Investor Relations section.
This section 2 has been prepared pursuant to the terms and effects of Article 123-bis, subsection 1, of the Consolidated Finance Act. Any information (i) required by the aforesaid Article 123-bis, subsection 1, letter i) of the Consolidated Finance Act is provided in the Report on remuneration published pursuant to Article123-ter of the Consolidated Finance Act, (ii) the information required by the aforesaid Article 123-bis, subsection 1, letter l) of the Consolidated Finance Act is provided in the chapter of the Report dealing with the Board of Directors (Section 4.1), and finally, (iii) the other information required by article 123-bis of the Consolidated Finance Act that is not mentioned in this section 2, is to be understood as not applicable to the Company.
Landi Renzo's share capital is equal to Euro 11,250,000, fully subscribed and paid up, and consists of 112,500,000 ordinary shares with a nominal value of Euro 0.10 each (the "Shares"), traded on the screen-based equity market (Mercato Telematico Azionario) organised and managed by Borsa Italiana. This information is also shown in table 1 attached to the Report.
As of the date of this Report, no special classes of shares have been issued, such as shares without voting rights or with limited voting rights, nor other securities granting the right to subscribe newly issued shares.
On 9 April 2015, Landi Renzo's Board of Directors approved by resolution the placement of a debenture loan called "LANDI RENZO 6.10% 2015-2020", in the amount of Euro 34 million, having a term of five years and paying a gross fixed interest rate of 6.10%, with a coupon paid every six months in arrears, as provided under the rules approved on 9 April 2015 and subsequently amended on 7 March 2016.
On 14 May 2015, the security was admitted for trading on the Extra MOT PRO Segment of Borsa Italiana S.p.A. and was subscribed for and placed by Banca Popolare di Vicenza SCpA and KNG Securities LLP with primary Italian and European institutional investors.
Further details are available on the Company's website at http://www.ir.landi.it/home/show_press.php?menu=00019.
As of the date of this Report, the Shares are freely transferable by deed inter vivos and/or by succession mortis causa and are subject to the circulation regime envisaged for shares issued by listed companies registered under Italian law.
As of the date of this Report, on the basis of the records in the shareholders' book and in the light of the notifications received under Article 120 of the Consolidated Text, the following parties, directly or indirectly, own more than 2% of the Company shares (this information is also presented in table 1, attached to this Report).
| Declarer | Direct shareholder | % of ordinary share capital |
% of shares with voting rights |
|---|---|---|---|
| Trust Landi (trust regulated by Jersey law, in which trustee is Stefano Landi) |
Girefin S.p.A. Gireimm S.r.l. |
54.667 4.444 |
54.667 4.444 |
| Aerius Investment Holding AG |
Aerius Investment Holding AG |
8.356 | 8.356 |
As of the date of this Report, the Company's Shares are registered, freely transferable and indivisible. Each share confers the same proprietary and administrative rights in accordance with the applicable provisions of law and of the articles of association.
On 24 April 2015, Landi Renzo's Shareholders' Meeting amended the Company's Bylaws in order to introduce a loyalty shares mechanism giving rise to increased voting rights for such shares (as provided under the provisions of article 20, first paragraph, of draft law no. 91 of 24 June 2014, converted by law no. 116 of 11 August 2014), by virtue of which, upon the registration of the shareholder in the specific register kept by the Company in connection with a certain number of shares and following a vesting
period of possession of such shares of 24 months, the shareholder will be entitled to a double vote in relation to such shares.
At the following meeting held on 27 August 2015, the Company's Board of Directors approved the Rules on loyalty shares giving rise to increased voting rights which govern, inter alia, the procedures for requesting registration in the dedicated special list provided under art. 127-quinquies, paragraph 2, of the Consolidated Finance Act. Further details are available on the Company's website http://www.ir.landi.it/home/show_man.php?menu=00007&submenu=00007.00018.
It should be noted that, as of the date of this Report, the number of Landi Renzo's shares is 112,500,000, corresponding to 112,500,000 voting rights at the Company's ordinary and extraordinary shareholders' meetings.
As of the date of this Report, there are no arrangements for employees to hold shares in the Company.
As of the date of this Report, there are no restrictions on voting rights.
As of the date of this Report, the Company is not aware of any agreements among shareholders as per Article 122 of the Consolidated Text.
As of the date of this Report, neither the Company nor its subsidiaries have stipulated any important agreements that take effect, are amended or are terminated in the event of any change in the Issuer's major shareholder, with the exception of two loan agreements entered into on 16 April 2015 (the "First Loan") and 26 June 2015 (the "Second Loan") which will remain in force, respectively, until 16 April 2020 and 26 June 2020, aimed at, as for the First Loan, providing partial financial support for investments envisaged during the term of the agreement and, as for the Second Loan, financing the financial requirements related to the Company's ordinary business operations.
The First Loan contains a clause providing for full repayment of the loan in the event that the Landi Trust reduces its shareholding in the Company to below 50.1% of the Issuer's voting share capital.
The Second Loan contains a clause providing for the full repayment of the loan in the event that (i) Mr. Stefano Landi (trustee of the Landi Trust) reduces his shareholding in the Company to under 50.1% of the Issuer's share voting capital or (ii) at any time, one or more persons (including in concert), other than Mr. Stefano Landi, acquire control over the Company within the meaning set forth in art. 2359, paragraph 1, numbers 1 and/or 2 of the Italian Civil Code and/or art. 93 of the Consolidated Finance Act.
It should be noted that, in relation to both loan agreements referred to above, the right to full repayment can be exercised by the lender at its own discretion and that, upon occurrence of the aforesaid events, should the Company not comply with its repayment obligation, the lender is also entitled to terminate the relevant agreement pursuant to article 1456 of the Italian Civil Code.
The Shareholders' Meeting of 24 April 2015, after it revoked the resolution it had approved on 24 April 2014 to the extent not yet implemented, authorised the Board of Directors, and the Managing Director acting on behalf of the said Board, also through its own attorneys appointed for this purpose, pursuant to, and for the purposes of, article 2357 of the Italian Civil Code, to purchase Company's treasury shares, in quantities, at the price, and under the terms and conditions reported below:
public and/or the Shareholders, on regulated markets and/or unregulated markets, or off-market, also by offering them to the public and/or to Shareholders, by institutional placement, by placement of purchase coupons and/or warrants or as a consideration for acquisitions or public swap offers at a price that must not be more than 20% lower or higher than the reference price recorded by the security on the Stock Market in the session preceding each transaction; nevertheless, these price limits will not apply if the shares are sold to employees, including executives, executive directors or collaborators of Landi Renzo and its subsidiaries within the framework of stock option incentive plans intended for such persons;
(vi) under Article 2357-ter, subsection 3, of the Italian Civil Code, to authorise the Board of Directors to make all the accounting entries necessary or opportune, as regards transactions involving treasury shares, in compliance with those legal provisions in force and with the applicable accounting principles.
As of the date of this Report, the Company has neither purchased nor disposed of any treasury shares.
The Board of Directors' meeting of 14 March 2016 resolved to submit to the Shareholders' Meeting a proposal to extend the power to purchase and dispose of treasury shares under the same terms and conditions as approved by the previous shareholders' meeting.
Landi Renzo deems that Girefin S.p.A. does not carry out management and coordination activities, operating as the former does completely free of any entrepreneurial or corporate control by the latter controlling company. For example, Landi Renzo independently manages its treasury and business relations with customers and suppliers, and independently establishes its own industrial plans and/or budgets.
The information requested by article 123-bis, first paragraph, letter i), of the Consolidated Financial Act (benefits for directors in case of resignation, dismissal or termination of employment following public tender offers) are described in the report on remuneration published pursuant to article 123-ter of the Consolidated Finance Act.
***
The information requested under article 123-bis, first paragraph, letter l) of the Consolidated Finance Act (appointment and replacement of directors and changes to the articles of association other than those required under the laws and regulations) are described in the section of the Report devoted to the Board of Directors.
Landi Renzo has complied with the provisions and recommendations of the Self-Regulatory Code drafted by the Listed Companies' Corporate Governance Committee and published in March 2006, as amended (the "Self-Regulatory Code"), available for public viewing on the Borsa Italiana website www.borsaitaliana.it.
Neither the Issuer nor its subsidiaries of strategic importance, are subject to provisions of any laws other than Italian law affecting the Issuer's corporate governance structure.
The Shareholders' Meeting establishes the number of members of the Board of Directors, at the time of their appointment, within those limits set out in subsection 4.2 below. The directors shall hold office for a period of no more than three financial years, and they may be re-elected.
Under Article 14 of the Company's articles of association, regarding the appointment and replacement of the Board of Directors and/or its members, establishes that the members of the Board of Directors are elected from lists of candidates according to the following procedures, in compliance with legislation, including regulatory, on gender balance in force at the time. Shareholders holding, even jointly, at least 2.5% of the share capital representing shares that confer voting rights at shareholders' meetings held to deliberate the appointment of the members of the governing body, or such other proportion of the share capital as may be determined at any one time by Consob, in accordance with the rules applicable to the Company, may present a list of candidates, the number of which shall not be greater than the number of directors to be elected, to be arranged in progressive order. This level of ownership is consistent with that determined by Article 144-quater of the Issuers' Regulations for companies with a market capitalisation of up to Euro 1,000,000. The notice calling the shareholders' meeting will state the level of ownership required to present a list of candidates.
Each shareholder, the shareholders adhering to a shareholders' agreement relevant under Article 122 of the Consolidated Finance Act, the parent company, the subsidiary companies and companies subject to joint control, may not present or join in the presentation of more than one list, not even through a third party or a trust company, nor may they vote for different lists, and each candidate may only stand in one list, otherwise they will be adjudged ineligible. Candidatures and votes expressed in breach of this restriction shall not be attributed to any list.
Lists must be deposited at the Company's registered office at least 25 (twenty-five) days prior to the date scheduled for the Shareholders' Meeting, without prejudice to other forms of publicity provided for by law, including regulatory provisions, in force at the time. The notice calling the shareholders' meeting will provide instructions to allow remote deposit of the list by distance communication. Ownership of the amount of shares required to present a list must be proven with the methods and at the terms required under the law and regulatory provisions in force at the time. Should mandatory gender allocation criteria be applicable, each list that presents at least 3 (three) candidates shall include a number of candidates of the least represented gender equal to the minimum requested by applicable law and regulatory provisions in force at the time. Those documents provided for by article 14 of the Issuer's articles of association and by the applicable provisions of law and regulations shall be presented together with each list.
Within the above terms, the following must be deposited together with each list: (i) information regarding the identity of the shareholders that presented the list and the percentage of ownership they hold in the aggregate; (ii) the declarations whereby each candidate accepts to be a candidate and attests, under his or her own responsibility, that no circumstances giving rise to his or her ineligibility or incompatibility exist and that he or she meets all the requisites under the law to accept the office; (iii) any candidate's declaration whereby the candidate attests, under his or her own responsibility, that he or she meets the independence requirements in accordance with applicable laws and regulations; and (iv) the curricula vitae of each candidate, containing exhaustive information on the candidate's personal and professional background, and listing any offices held by the candidate on the governing or supervisory bodies of other companies. Those lists presented without observing the aforesaid provisions shall be deemed as not presented.
Each eligible person has the right to vote for one list. When voting has been completed, those candidates from the two lists who have obtained the greatest number of votes shall be elected, according to the following principles:
The candidate chosen as number one candidate on the Majority List shall be elected Chairperson of the Board of Directors.
Unless otherwise provided for, in the event of parity of votes, the senior candidate shall be elected.
In the event that following the election of candidates in the aforesaid manner, a number of independent directors have not been appointed, in accordance with the provisions of the law governing auditors, equal to the minimum number established by law in relation to the overall number of members of the Board of Directors, then the first non-independent candidate elected in numerical order from the Majority List, shall be replaced by the first independent candidate (in numerical order) not elected taken from the same list, or in the absence thereof, by the first independent candidate (in numerical order) not elected taken from the other lists, according to the number of votes that each candidate has obtained. This replacement procedure shall be followed until the independent directors – pursuant to the legal provisions governing statutory auditors - elected to the Board of Directors is at least equal to the legal minimum. Finally, should this procedure fail to provide the aforesaid result, then replacement shall be established by a resolution passed by the relative majority of the Shareholders' Meeting, subject to the presentation of candidates possessing the aforesaid requirements.
In addition, in the event that following the election of candidates in the aforesaid manner, a composition of the Board of Directors has not been reached in accordance with the provisions of the law on gender balance in force at the time, then the last candidate of the less represented gender elected in a numerical order from the Majority List shall be replaced by the first candidate of the less represented gender (in numerical order) not elected taken from the same list, or in the absence thereof, by the first candidate of the less represented gender (in numerical order) not elected from the other lists, according to the number of votes that each candidate has obtained. This replacement procedure shall be followed until a composition of the Board of Directors is reached which complies with the laws on gender balance in force at the time. Finally, should this procedure fail to provide the aforesaid result, then replacement shall be established by a resolution passed by the relative majority of the Shareholders' Meeting, subject to the presentation of candidates belonging to the less represented gender.
Should the first two or more lists obtain the same number of votes, then the shareholders' Meeting shall vote again, this time for those lists only. The same rule shall apply in the event of parity between those lists coming second in terms of numbers of votes that are not connected, directly or indirectly, with those shareholders who have presented or voted for the competing list.
In the event of further parity between lists, the list presented by shareholders possessing the majority shareholding, or subordinately by the list presented by the greatest number of shareholders, shall prevail. In all aforementioned cases, the composition of directors shall secure compliance with the aforesaid requirement of gender balance, where so required by law provisions and regulations in force at the time.
In the event of only one list, or no list, being presented, the Shareholders' Meeting shall decided according to the majorities established by law, without having to observe the abovementioned procedure, without prejudice for compliance with the gender balance requirement specified above, where required by law provisions and regulations in force.
For the purpose of the division of those directors to be elected, no account shall be taken of lists that have failed to gain a percentage of votes at least equal to one half of the number required by the present articles of association, or by CONSOB, for the presentation thereof.
If, during the course of the year, one or more Directors are missing, then in order to ensure that the majority continues to be constituted by directors appointed by the Shareholders' Meeting, the following procedure shall be followed, in accordance with article 2386 of the Italian Civil Code:
(a) the Board of Directors shall arrange for the replacement of the missing director from among those belonging to the same list as the latter, and the Shareholders' Meeting shall vote, in accordance with the legally-required majorities, in observance of the same principle;
(b) in the event that the aforesaid list does not contain candidates not previously elected, or candidates with the called-for requirements, or for any reason it is not possible to observe (a) above, then the Board of Directors shall arrange for the replacement, and the Shareholders' Meeting shall vote for said replacement, in accordance with the legal majorities of those without a list vote.
In any case, the Board of Directors and the Shareholders' Meeting shall proceed to make the appointment in order to ensure the minimum number of independent directors required by the law in force at the time, subject to compliance with the aforementioned gender balance requirement, where so prescribed by law and regulatory provisions in force at the time.
However, should the majority of directors cease to exist, then the entire Board of Directors shall be deemed as having resigned, with effect from its reconstitution.
At least one of the members of the Board of Directors, or two if the Board is composed of more than seven members (or of a different minimum number required by the applicable regulation), shall satisfy the criteria of independence called for in the case of statutory auditors by the provisions of law in force at the time.
The independent director, pursuant to the provisions of the law governing statutory auditors, who subsequent to his/her appointment, no longer satisfies the requirements of independence, shall immediately notify the Board of Directors of this circumstance, and shall no longer hold office. A director's loss of independence, as defined above, shall not automatically lead to loss of office if the said requirement is satisfied by the minimum number of directors as established by the laws in force, or by the codes of conduct that the Company has declared it abides by.
It should be noted that the Board of Directors, having considered the structure and the size of the Group, has not adopted any succession plan for executive directors as it deems that the replacement procedures adopted are adequate to guarantee the continuity and certainty of corporate governance.
Under Article 14 of the articles of association, the Company is governed by a Board of Directors composed of a minimum of five and up to nine members, who need not be shareholders, as previously decided by the Shareholders' Meeting at the times of the appointment of the Board of Directors.
On 24 April 2013 the Shareholders' Meeting appointed the Board of Directors, setting the number of its members at seven. The Directors will serve until the approval of the financial statements for the year ending on 31 December 2015.
The members of the Board of Directors have been elected from two different lists: a) six Directors were elected from list number 1), presented jointly by the majority shareholders Girefin S.p.A., and Gireimm S.r.l., while b) one Director was elected list number 2), presented jointly by the minority shareholders Aerius Investment Holding AG, Anton Karl, and Patrick Zumstein.
List number 1) set-out the following candidates:
List number 2) set-out the following candidate:
• Herbert Paierl, born in Prebensdorf (Austria) on 26 May 1952, Director.
The candidates from list number 1) were elected with the favourable vote of 73,469,921 shares and the contrary vote of 40,413 shares; the candidate from list number 2) was elected with the favourable vote of 40,413 shares and the contrary vote of 73,469,921 shares. The voting share capital attending the shareholders' meeting represented 71.58% of the share capital.
Directors Alessandro Ovi and Tomaso Tommasi di Vignano stated that they met the qualifications required for Independent Directors at the time of their appointment in accordance with Article 148 of the Consolidated Finance Act and Article 3 of the Self-Regulatory Code.
The Board of Directors is obliged, on a yearly basis, to consider whether Directors described as "independent" at the time of their appointment still satisfy the independence criteria laid down in the laws and regulations applicable at the time.
The purpose of the presence of two Independent Directors is to provide further safeguards of good corporate governance by means of discussion and debate among all the Directors. The contribution made by the Independent Directors also allows the Board to verify that cases of potential conflict between the interests of the Company and its majority shareholder are evaluated with an appropriate degree of independent judgment.
The members of the Board of Directors serving as of the date of this Report are shown in the table below (for additional information, see table 2, attached to this Report).
| Forename and surname |
Position | Place and date of birth |
Type of Director | Audit and Risk Committee |
Remuneration Committee |
|---|---|---|---|---|---|
| Giovannina Domenichini |
Honorary Chairman |
Casina (Reggio Emilia), 6 August 1934 |
Non-Executive | ||
| Stefano Landi |
Chairman of the Board of Directors & Managing Director |
Reggio Emilia, 30 June 1958 |
Executive | ||
| Claudio Carnevale |
Director | Nole Canavese (Turin), 5 April 1961 |
Executive | ||
| Herbert Paierl |
Director | Prebensdorf (Austria) 26 May 1952 |
Non -Executive | ||
| Antonia Fiaccadori |
Director | Reggio Emilia 12 August 1962 |
Non -Executive | ||
| Alessandro Ovi |
Director | Carpineti (Reggio Emilia), 14 January 1944 |
Non-Executive and Independent1 |
Chairman | Member |
| Tomaso Tomasi di Vignano |
Director | Brescia, 14 July 1947 |
Non-Executive and Independent1 |
Member | Chairman |
The addresses of all the members of the Board of Directors are, by virtue of their positions, care of the Company's registered office. There is a family relationship between Directors Giovannina Domenichini and Stefano Landi, in that Stefano Landi is Giovannina Domenichini's son.
Each Director's personal and professional characteristics are briefly set out below in accordance with Article 144 decies of the Issuers' Regulations.
Giovannina Domenichini. In 1954 Giovannina Domenichini founded Officine Renzo Landi together with her husband. Subsequently, following the Issuer's incorporation, she took on the position of Sole Director and in 1987 became the Chairman of the Board of Directors. On 22 April 2010 she became, and to date still is, non-executive Honorary Chairman. In 1990 she was awarded the honour of Commendatore dell'ordine al merito della Repubblica Italiana and, on 19 October 2011, the honour of Cavaliere del Lavoro.
1 Independent as per Article 148 of the Consolidated Finance Act and Article 3 of the Self-Regulatory Code.
Stefano Landi. A founder member of the Issuer, he has been Managing Director from 1987 to 2010. Since 24 April 2013 he holds the office both of Managing Director and of Chairman, in addition to positions in other companies of the Landi Renzo group. In 2006 the specialised press included Landi among the top ten managers in the automotive sector and in December 2010 he received the award of "Entrepreneur of the Year" E&Y. Since July 2010 he holds the office of President of the Industrial Association of the Province of Reggio Emilia, which expired in 2013 and in the month of January 2014 he was appointed Chairman of the Provincial Chamber of Commerce. He also holds the office of director in Noema Life S.p.A. and in Best Union Company S.p.A.
Claudio Carnevale. A graduate in Electronic Engineering at Turin Polytechnic, where he specialised in automatic controls, whilst person in charge of a research team at the FIAT Research Centre (1988-1996) developed a series of projects and products within the automotive sector, concerning modern control methods applied to engine control and modern control techniques applied to vehicle control. As head of a research and development team at SAGEM SA, France (1996-1998), he developed projects and products within the automotive sector, concerning torque-based and direct injection engine control systems, and cylinder-bycylinder A/F control using a linear oxygen sensor. He was director of the business unit Engine Control Systems at SAGEM SA, France, from 1998 to 2000. From 2000 to 2002 he was Worldwide Marketing Director for Texas Instruments in the "vehicle motion" sector. From 2002 to 2008 he was the Landi Renzo group's Sales and Marketing Director, and since 2008 he has been Director of the Landi Renzo group's Business and Product Development department. He is currently also Managing Director of the Company for its OEM business.
Herbert Paierl. A graduate in Engineering with specialisation in regional planning and development at the University of Technology of Vienna. He followed up his professional career at the Technological Research Institute of Graz. He was chief of the Governor's Cabinet of the Stiria region in Austria and then became an executive of the Ministry of Finance, Economy and Europe from 1996 to 2004. From 2009 to 2012 he held the office of Executive Deputy Chairman of the company Cosma Europe. Currently he carries out the activities of consultant and partner in the company PCB Paierl Consulting Betelligungs GmbH.
Antonia Fiaccadori. She finished high school in Reggio Emilia and afterwards attended specialised courses at the University SDA Bocconi in the area of Management Accounting, Organisational Development, Human Resources and General Management. She began her professional activities at C.C.P.L. of Reggio Emilia and then became the Staff Services Manager in Ognibene S.p.A.. Since February 2005 she has held various managerial positions in AEB S.p.A. and where she has held the office of Managing Director since July 2010.
Alessandro Ovi. A graduate in Nuclear Engineering at the Milan Polytechnic, Alessandro Ovi continued his academic career as a researcher at the Massachusetts Institute of Technology, Cambridge, Massachusetts. He has served as Managing Director of Tecnitel, in the Telecom group, as Central Manager in IRI for the internationalisation of the group and as Special Advisor to the Chairman of the European Committee for Innovation. He is a Life Trustee of Carnegie Mellon University and a member of the Advisory Board of the MIT Media Lab. Finally, he is a member of the Boards of Directors of Almaviva S.p.A.
Tomaso Tommasi di Vignano. A graduate in law, Tomaso Tommasi di Vignano began his working life with SIP S.p.A. in Human Resources in 1989, acting as the Manager of the Group Human Resources Department. He was Managing Director of Iritel S.p.A. from 1992 to 1994, and in this capacity he led the transformation of the company during the process of its merger with Telecom Italia S.p.A. From 1994 to 1997 he was a General Manager of Telecom Italia S.p.A. as Manager of the International Division, the Business Customer Division and the Residential Customer Division. Subsequently he became the Managing Director of STET and of Telecom Italia S.p.A. From 1999 to 2002 he was Managing Director of ACEGAS S.p.A. He has been at the head of the Hera group since November 2002, acting as Chairman of the Board of Directors. He is currently member of the Board of Directors of the companies Hera Comm S.r.l., Heraambiente S.p.A., Hera Trading S.r.l. and Deputy Chairman of Acegas-Aps S.p.A. and Aimag S.p.A..
From the closing date of the financial year there have been no changes in the membership of the Company's Board of Directors.
The table below shows the managerial and auditing positions held in listed and unlisted companies by member of the Company's Board of Directors as of 31 December 2015:
| Forename and surname |
Company in which an external position is held | Position |
|---|---|---|
| Giovannina Domenichini |
Girefin S.p.A. Immobiliare L.D. Parma S.r.l. |
Chairman of the Board of Directors Sole Director |
| Stefano Landi | Girefin S.p.A. | Managing Director |
| Gireimm S.r.l. | Sole Director | |
| Lovato Gas S.p.A. | Chairman of the Board of Directors | |
| Best Union Company S.p.A. | Director | |
| Bioener S.p.A. | Chairman of the Board of Directors | |
| Esselle S.r.l. | Sole Director | |
| Ghenos S.r.l. | Chairman of the Board of Directors | |
| Noemalife S.p.A. | Director | |
| SAFE S.p.A. | Chairman of the Board of Directors and Managing Director |
|
| Società Agricola BIOGUSS S.r.l. | Chairman of the Board of Directors | |
| Trust Landi | Trustee | |
| Antonia Fiaccadori | A.E.B. S.p.A. | Managing Director |
| Eighteen Sound S.r.l. | Chairman of the Board of Directors | |
| Alessandro Ovi | Almaviva S.p.A. | Director |
| STMicroelectronics | Director | |
| Tech Rev S.r.l. | Sole Director | |
| Tomaso Tommasi di Vignano |
Hera S.p.A. | Chairman of the Board of Directors |
| Hera Comm S.r.l. | Director | |
| Hera Trading S.r.l. | Director | |
| Heraambiente S.p.A. | Director | |
| Aimag S.p.A. | Deputy Chairman | |
| Roma Pony Club (Associazione Sportiva) | Deputy Chairman | |
| Acegas-Aps S.p.A. | Deputy Chairman | |
| Herbert Paierl | Flughafen Wien AG | Member of the Advisory Board |
| Claudio Carnevale | Emmegas S.r.l. | Director |
It should be noted that, having regard to article 1.C.3 of the Self-Regulatory Code, which provides for the Board of Directors to issue guidance regarding the maximum number of positions as director and auditor in listed companies, finance, banking and insurance houses or large-size companies, the Board of Directors, in its meeting held on 13 November 2014, adopted the following general criteria also confirmed on the occasion of the meeting held on 12 November 2015:
It should be also noted that the limitation on the number of offices does not apply to offices held in companies of the Landi Renzo group.
Should the aforesaid limit be exceeded, the directors shall inform the Board of Directors forthwith, which shall assess the situation in light of the interests of the Company and shall invite the Director to take any decision stemming therefrom.
In order to maintain an adequate knowledge of the business segment in which the company is active, the directors receive, information and updates, periodically or at any time as necessary, on the business segment in which the Issuer operates and reference regulations, including through documents prepared by the Company or on the initiative of internal department or functions.
The Board of Directors is the corporate body responsible for the governance of the Company and has the powers assigned to it by law and by the articles of association. It is organised and operates in such a way as to ensure the effective and efficient performance of its functions. Its Directors act and adopt resolutions knowledgeably and autonomously, pursing the objective of creating value for the Company's shareholders and reporting management performance at Shareholders' Meetings.
In accordance with article 18 of the Company articles of association, the Board of Directors is vested with the widest powers for the day-to-day and extraordinary management of the Company and has the power to carry out all the acts it considers expedient or helpful for the achievement of its corporate purpose, only excluding those for which the Shareholders' Meeting is solely responsible by law or under the articles of association.
The Board of Directors is also vested with responsibility for the following:
ii. opening and closing secondary offices;
iii. reducing the share capital in the event of the withdrawal of a shareholder;
The Board of Directors must ensure that the executive in charge of preparing corporate accounting documents has sufficient powers and resources to perform the duties assigned to him by law and that administrative and accounting procedures are observed in actual practice.
In urgent circumstances relating to transactions with related parties that are not under the responsibility, or subject to the authorisation, of the shareholders' meeting, the Board of Directors will have the right to approve these transactions even where they are implemented through subsidiaries, departing from the customary provisions of the internal guidelines for related-party transactions adopted by the Company, subject to compliance with and at the conditions set out in the guidelines.
Although the Articles of association do not stipulate a minimum frequency of meetings, it is now the practice for the Board of Directors to meet at least once a quarter on the occasion of the approval of the interim financial statements. Board Meetings are scheduled on the basis of a calendar approved at the beginning of the year in order to help to ensure that as many members as possible attend. The corporate calendar may be consulted on the Company's website, in the Investor Relations section.
During the last financial period, the Board of Directors held 8 meetings, lasting 69.4 minutes on average, duly attended by all Members (overall attendance was in fact 91.1%). In particular, Mr Stefano Landi and Mr Herbert Paierl attended 100% of the meetings, while Ms Giovannina Domenichini, Mr Claudio Carnevale, Ms Antonia Fiaccadori, Mr Alessandro Ovi and Mr Tomaso Tommasi di Vignano attended 88% of the meetings. All the members of the Board of Statutory Auditors have taken part in the Board Meetings, with the exception of one where Mr. Gaiani was justifiably absent and three meetings where Ms Briolini was justifiably absent.
At least seven meetings are scheduled for the current financial period, of which two were held on 14 February 2016 and 9 March 2016.
The meetings of the Board of Directors can be attended also by non-members of the Board of Directors, upon invitation. Specifically, they can be attended by executives of the Issuer and the Landi Renzo group, where their attendance provides a contribution to the necessary indepth review of the items on the agenda. In the accounting period, all meetings were attended by executives of the Issuer.
Directors and Auditors receive the papers and information necessary to enable them to express themselves knowledgeably on the subjects submitted for their examination and approval, with a suitable amount of time in advance of the meeting. The work of the Board of Directors is organized by the Chairman, who ensures that each item on the agenda is given the time necessary for a constructive debate.
For matters specified in article 1.C.1 of the Self-Regulatory Code no powers have been granted to the Managing Director and they must therefore be considered to be the sole responsibility of the Board of Directors. For example, it must be deemed that the Board is responsible for considering and approving:
In carrying out their duties, Directors examine the information they receive from the delegated bodies, also asking these bodies for clarification, further details or additional data that they consider necessary or appropriate. To this end, at least quarterly, the Managing Director provides the Board of Directors with adequate information regarding general management performance and its foreseeable prospects and on the most significant transactions carried out by the Company or its subsidiaries.
The Company generally deems sufficient that the documentation be sent three days in advance and this term was complied with during the Period. In order to implement article 1 and the relative criteria for the application of the Self-Regulatory Code, the Board of Directors, in its meeting held on 12 November 2015, completed a successful review of the size, composition and workings of the Board of Directors, of the Audit and Risk Committee and of the Remuneration Committee, including in relation to the independent directors. Moreover, on the same date, the Board of Directors, also on the basis of reports from the executive manager in charge of supervising the internal audit system and risk management and from the Chairman of the Audit and Risk Committee, reviewed the adequacy of the general organisational, administrative and accounting structure of the Issuer and that of its strategically relevant subsidiaries, in relation to the internal audit system and the management of conflicts of interest and has approved the Company's overall system of governance. In addition to the delegation of powers and functions, including provision for the formation of committees within the Board of Directors, of which further mention will be made below, this system also includes rules of procedure governing transactions with related parties and transactions in which a Director has an interest.
The Issuer has also identified the subsidiaries that are strategically relevant based on criteria which take into account the revenues, independence of production, research, development and innovation of products, as well as the range of products, the positioning of the product and of the brand. In addition to the previously identified subsidiaries Lovato Gas S.p.A. and A.E.B. S.p.A., Safe S.p.A. has been identified as having strategic relevance, by virtue of the strategic relevance that the products it produces (i.e., compressors for refuelling stations) have in the context of the Landi Group's opportunities for development in new markets.
In the meeting on 13 March 2015 the Board of Directors - having reviewed the proposals from the appropriate committee and having heard the opinion of the Board of Statutory Auditors – decided how to allocate the aggregate compensation to be paid to the members of the Board of Directors and decided on the compensation to be paid to the Managing Director and to the other Directors who have special roles and responsibilities.
The Board of Directors evaluated the general performance of operations, with regard in particular to the information received from the Company's delegated bodies and periodically comparing the results achieved with those forecasted.
The Board of Directors examined and approved in advance the transactions of significant strategic, economic and financial importance for the Issuer carried out by the Issuer and its subsidiaries.
Section 11 below includes information regarding the procedure followed by the Board in carrying out intra-group transactions and transactions with other related parties.
The Board of Directors adopted qualitative and quantitative criteria to identify own and its subsidiaries' significant transactions. Qualitative criteria refer to transactions concerning the acquisition or disposal of holdings, the setting up of new companies and/or joint ventures, of business units, assets and contributions in kind, corporate investments and/or divestiture, the raising of loans, the entry into and/or exit from geographical markets and/or strategic types of business. Quantitative criteria refer to transactions other than those described above, whose value exceeds the quantitative limit of the powers conferred to the Managing Director.
The Board of Directors adopts resolutions on the significant transactions identified as above, both of a qualitative and quantitative nature, based on the information and reports provided from time to time by the Managing Director.
The Company has deemed it not necessary to determine specific criteria to be used to define transaction that are strategically, economically or financially material for the Company, because those criteria are defined for each individual transaction at the time it is approved.
Article 14 of the articles of association of the Company states that the Directors are subject to the non-competition rule laid down in Article 2390 of the Italian Civil Code unless they are exonerated from this rule by the Shareholders' Meeting. As of the date of this Report, the Shareholders' Meeting has not given permission for any exceptions to the non-competition rule.
The Board of Directors' Meeting of 24 April 2013 vested the Managing Director, Stefano Landi, with the powers necessary for the day-to-day management of the Company.
The following are Mr. Stefano Landi's principal duties, together with the ceilings for the amounts and issues in respect of the powers bestowed:
(a) the supervision, subject to his full decisional power and responsibility, directly and/or indirectly through chosen collaborators, without prejudice to the personal responsibility of the latter, of the Company's productive, marketing and financial sectors;
administrations, public authorities and offices, required in order to obtain concessions, licences, permits and authorisations of any kind in general;
(s) the representation of the Company vis-à-vis Health and Social Insurance Bodies, and the fulfilment of those obligations arising from the labour law provisions in force at the time, in particular as far as regards insurance, benefit and other contributions;
(t) the representation of the Company vis-à-vis trade union and business organisations, and before employment offices and arbitration boards, with the power to reach settlements;
independent spending authority in executing these powers. More specifically, by way of example, but not limited thereto, the Managing Director has the following powers:
worker health and safety, environmental safeguard and protection, and protection of personal information;
By virtue of the powers vested upon him by the Board of Directors, the Managing Director, Stefano Landi, qualifies as the main responsible of corporate governance. It should also be noted that no interlocking situation occurs with regard to Mr Stefano Landi.
The legal representation of the Company, before any authority with respect to, and to independently sign, any document or declaration pursuant to article 21 of the Company articles of association, without restriction other than pursuant to the articles of association or law, pertains to the Chairman of the Board of Directors and Managing Director Stefano Landi.
The Chairman of the Board of Directors Mr Stefano Landi, who holds the position of trustee of the Landi Trust, which indirectly exercises control over the Issuer is vested with the legal representation of the company.
The powers granted to Mr Stefano Landi, as Managing Director of the Company, are described above at "Managing Directors."
At least every quarter, the Managing Director provides the Board of Directors with adequate information regarding general management performance and its foreseeable prospects, as well as regarding the transactions carried out by the Company and its subsidiaries that are of the greatest importance by size and characteristics.
The Directors report to the Board of Auditors in good time, and in any event at least every quarter, at Board of Directors' Meetings or meetings of the Executive Committee, if one has been appointed, or also in the form of a written memorandum to the Chairman of the Board of Auditors, on the activities performed and the transactions carried out by the Company and its subsidiaries that are of the greatest economic and financial importance and of the greatest significance for the Company's assets, in order to enable the Landi Renzo Board of Auditors to assess whether the transactions that have been resolved and implemented comply with the law and the articles of association or are not, on the other hand, clearly imprudent and in conflict with the resolutions passed by the Shareholders' Meeting, or are such as to impair the integrity of the Company's assets.
In particular, Directors report on transactions in which they have an interest, either on their own account or on behalf of third parties, and on any atypical or unusual transactions or any transactions with related parties.
In the Company's Board of Directors there is an executive director, namely Mr Claudio Carnevale, who holds office until the approval of the financial statements at 31 December 2015 and who also has the function of Managing Director responsible for the development of the OEM segment. Mr Claudio Carnevale is obliged to report to the Board of Directors periodically but, in any case when this is requested by the Board relative to activities put in place in order to carry out his function. Mr Claudio Carnevale has been vested with the following powers:
The Self-Regulatory Code recommends the election to the Board of Directors of a suitable number of independent directors. On the basis of the guidelines set out in the Self-Regulatory Code, a director shall not be considered independent if he/she:
(c) directly or indirectly (for example, through subsidiaries or through companies in which he/she is an important member, or as partner of a professional firm or consultancy firm) has, or had during the previous year, important commercial, financial or professional relations:
− with the Issuer, a subsidiary thereof, or any of the important figures within the said companies;
or is, or was during the previous three years, an employee of one of the aforesaid subjects;
The Company's present Board of Directors includes two directors who possess the requirements of independence provided for by Stock Market Regulations and by the Self-Regulatory code, namely Messrs. Alessandro Ovi and Tomaso Tommasi di Vignano. These said directors possess the requirements called for by article 148, subsection three, of the Consolidated Finance Act. The number of independent directors, given the total number of members of the Board of Directors, is in line both with the provisions of article 148 of the Consolidated Finance Act and with the Instructions to the Stock Market Regulations (article I.A.2.10.6).
The Board of Directors and the Board of Statutory Auditors have verified the said directors' possession of the requirements of independence, on the basis of the declarations these directors themselves made to this end pursuant to article 148 of the Consolidated Finance Act and to article 2.2.3., subsection three, letter l) of the Stock Market Regulations, applying inter alia the criteria set out in the Self-Regulatory Code.
In particular, at the meeting held on 13 March 2015, the Board of Directors carried out the due checks on whether non-executive directors Alessandro Ovi and Tomaso Tommasi di Vignano satisfied the aforesaid criteria of independence, on the basis of the information provided by those concerned. During the meeting, the Board of Statutory Auditors verified and reached a favourable conclusion on the correct application of the criteria and the inquiry procedures adopted by the Board of Directors to assess the independence of its members..
In the course of the Period, the independent directors meet once without the other Directors of the Company. The independent directors had provided evidence of their eligibility as independent directors in the lists for the appointment of the Board of Directors and, as far as the Issuer is aware, they committed themselves to preserving their independence during the term of their office.
On 24 April 2013 the Board of Directors meeting appointed, in accordance with article 2 of the Self-Regulatory Code, the independent director, Mr. Alessandro Ovi, as lead independent director. The non-executive directors report to him and, specifically, the independent ones, for a better contribution to the activities and coordination of the Board of Directors.
The Board of Directors has considered it opportune to maintain the position of lead independent director, also at the time of the renewal of the company bodies, which you are reminded took place with the approval of the financial statements closed at 31 December 2012, because the Chairman was the trustee of the Landi Trust, governed by Jersey Law, which is the main shareholder of the company.
The lead independent director represents a point of reference and coordination for the applications and contributions of the non-executive Directors to improve the functioning of the Board of Directors, co-operates with the Chairman of the Board of Directors to ensure that directors receive complete and timely flows of information, and has powers to convene specific meetings of the independent directors to discuss matters considered to be of interest to the functioning of the Board of Directors and management of the company.
During the Period, the lead independent director actively participated to the meetings of the Board of Directors, coordinating as necessary and suitable, the requests and the contributions of the non-executive directors, and especially those of the independent directors.
The Company has launched a procedure for the internal management and the public disclosure of inside information, implementing the provisions laid down in the legislation on market abuse, also establishing procedures for the registration of persons with access to inside information, updated on 24 April 2013 by the Board of Directors.
In general terms, the procedure vests the Managing Director, with the support of the executive in charge of preparing corporate accounting documents and of the Investor Relations Manager, with responsibility for the internal handling and the public disclosure of inside information, the methods of handling inside information, the methods of handling market rumours, disciplinary action in the event of delayed disclosure to the market, the procedures governing the registration of persons with access to inside information, the persons authorised to conduct relations with the public and the persons bound by confidentiality obligations.
In conformity to the provisions of market abuse law, the Company has adopted the Internal Dealing Code, which was drafted in accordance with Article 152 sexies and following of the Issuers' Regulations.
In accordance with this Code, a number of key personnel, understood as those with normal access to inside information and with the power to take management decisions that may affect the Company's trend and prospects, as well as the persons closely connected to them, are under an obligation to make disclosures to the market regarding transactions carried out on the listed securities issued by the Company.
The Internal Dealing Code provides for ceilings and deadlines for market disclosures, with relative sanctions in line with the relevant Consob provisions. Said Code also contains clauses governing the black-out period.
During the Period, the Company did not circulate notices regarding insider trading as the required conditions did not apply.
The Board of Directors has not set up any internal committees other than those provided for by the Self-Regulatory Code, other than the Committee for Related-Party Transactions, in compliance with the provisions of the Related Party Transactions Regulations. Details of any said committees under the Self-Regulatory Code are given in the following chapters of this Report. Details of the Committee for Related-Party Transactions are given in section 12 of this Report.
The Company has not created any committee that performs the duties of two or more of the committees under the Self-Regulatory Code, nor has it reserved such duties to the Board of Directors as a whole, under the co-ordination of the Chairman, or divided these duties inconsistently with the provisions of Self-Regulatory Code.
The Board of Directors has decided not to set up an internal committee to manage proposals of appointments because, as of the date hereof, it has not yet deemed it necessary, especially taking into account the Landi Renzo group structure and the Company's ownership structure.
As of the date of this Report, the Remuneration Committee is composed of two directors: Tomaso Tommasi di Vignano as Chairman and Alessandro Ovi, both Non-Executive Directors and independent. Alessandro Ovi and Tomaso Tommasi di Vignano have suitable knowledge of and experience in accounting and financial matters.
The members of the Remuneration Committee receive an annual gross remuneration sum for their work, as resolved by the Shareholders' Meeting on 24 April 2013.
The Remuneration Committee has its own internal rules, which provide, among other things, for the Managing Director to attend Committee Meetings without the right to vote, provided that the discussions and relative resolutions do not involve proposals concerning his remuneration.
The Directors are required to abstain from participating to meetings of the Board of Directors when proposals relating to their compensation are being discussed.
The Remuneration Committee met once during the Period, and the meeting lasted 19 minutes. The meeting was attended by Messrs. Tomaso Tommasi di Vignano and Alessandro Ovi. The same meeting was also attended by the members of the Board of Statutory Auditors.
Considering the nature of the activity carried out by the Remuneration Committee, the Company elected not to provide the Committee with any predetermined spending amount, and to consider any spending requirements as they arise.
At least one meeting of the Remuneration Committee is planned for the current year. Minutes of the Remuneration Committee's meeting have been duly kept.
The duty of the Remuneration Committee is to formulate proposals to the Board of Directors, in the absence of those directly concerned if these are members of the Committee, regarding the remuneration of the Managing Director and those directors who hold particular positions; it also periodically appraises the criteria adopted for the remuneration of key executives, supervising their application and making general recommendations on the matter.
For additional information on the duties of the Remuneration Committee, see the relevant sections of the report on remuneration published pursuant to Article 123-ter of the Consolidated Finance Act.
As regards remuneration, under the articles of association the Shareholders' Meeting assigns the Board of Directors emoluments that may consist of a fixed and a variable portion throughout the term of its mandate. The variable portion is commensurate to the achievement of certain objectives and/or to the economic results attained by the Company.
As regards the variable portion of the remuneration, under Italian Stock Market Regulations, in order to enter the STAR segment, the Company is required to appoint an internal Remuneration Committee and to provide that a significant part of the remuneration of Executive Directors and other top executives be calculated on an incentive basis.
See the report on remuneration, published pursuant to Article 123-ter of the Consolidated Finance Act for information regarding the remuneration policy generally, stock option incentive plans, and the compensation of executive directors, managers with strategic responsibilities, and non-executive directors.
As of the date of this Report, there are no agreements between the Company and the members of its Board of Directors that envisage the payment of indemnity in the event of their resignation, dismissal and/or termination of employment without due cause, or in any case of termination of employment following a takeover bid.
As of the date of this Report, the Audit and Risk Committee is composed of two directors: Mr. Alessandro Ovi as Chairman and Mr. Tomaso Tommasi di Vignano, all non-executive directors and independent. Alessandro Ovi and Tomaso Tommasi di Vignano have suitable knowledge of and experience in accounting and financial matters.
The members of the Audit and Risk Committee receive an annual gross remuneration for their work, as resolved by the Board of Directors on 24 April 2013.
The Audit and Risk Committee has its own set of regulations. During the course of the Period, the Committee examined, inter alia, those activities pertaining to the internal audit system and risks management and the organisational Model provided for by Italian Legislative Decree 231/2001, and it provided the Board of Directors with assistance when called upon to do so.
The Audit and Risk Committee met 5 times during the Period, for meetings lasting 29 minutes on average. All the meetings were attended, without voting rights, by Mr. Enrico Gardani, in his capacity as internal audit manager and member of the Supervisory Board and by Mr. Fiorenzo Oliva, in his capacity as Company advisor. Three meetings were attended, without voting rights, by Mr. Paolo Cilloni, in his capacity as Chief Financial Officer of the Company. For the Board of Statutory Auditors there were present, without the right to vote, Ms. Briolini, Mr. Gaiani and Ms. Torelli. At the meetings held on 13 May 2015 and 12 November 2015, the statutory auditor Ms, Briolini was justifiably absent, while at the meeting held on 6 March 2015, the statutory auditors Ms. Briolini and Mr. Taiani were justifiably absent.
At least six meetings of the Audit and Risk Committee are planned for the current year, and two of these were held on 1 February 2016 and 5 March 2016. Minutes of the Audit and Risk Committee's meetings have been duly kept.
The Board of Directors ensures that its appraisals and decisions with regard to the internal audit system and risks management, the approval of the financial statements and half-year reports and the relations between the Issuer and the auditing firm are supported by satisfactory preliminary work. To this end, the Board of Directors set up an Audit and Risk Committee composed of Non-Executive Directors, the majority of whom are Independent Directors. At least one member of the Audit and Risk Committee should have satisfactory experience in accounting and financial matters, to be assessed by the Board of Directors at the time of his appointment.
Upon receiving prior opinion of the Audit and Risk Committee, the Board of Directors:
Moreover, the Board of Directors, at the proposal of the Director in charge of the internal audit and risk management system, having received the preliminary favourable opinion of the Audit and Risk Committee, and having heard the Board of Statutory Auditors:
In addition to assisting the Board of Directors in the performance of the above duties, the Audit and Risk Committee:
d) monitors the independence, adequacy, effectiveness and efficiency of the internal audit function;
e) may request the internal audit function to perform controls on specific operational areas, concurrently notifying the chairman of the board of statutory auditors thereof;
During performance of its duties, the Audit and Risk Committee has the authority to access the company information and functions as necessary for it to perform its duties.
During the meetings held in 2015, the Committee focused in particular on the following:
In the exercise of its duties, the Audit and Risk Committee has the right to avail itself of external consultants and to have access to the corporate information and functions it needs to perform its duties.
Considering the nature of the activities of the Audit and Risk Committee, the Company has decided not to grant the committee a predefined expense limit, preferring to consider on a case by case basis the expenses that may be needed from time to time.
The internal audit system and risk management is the collection of rules, procedures and organisational structures designed to permit the correct management of the company, in line with the set objectives, through the due identification, measurement, management and monitoring of the principal risks involved.
The Board of Directors assesses the effectiveness of internal audit and risk management system and its adequacy in consideration of the characteristics of the company on a yearly basis. As a result of the analysis performed during the Period, the internal audit and risk management system was found to be effective and adequate in consideration of the characteristics of the company and the risk profile assumed.
In defining strategic, business and financial plans, the Board of Directors identified the nature and level of risk compatible with the strategic objectives of the Issuer and defined the guidelines for the internal audit and risk management system.
The guidelines provided by the Landi Renzo group's internal audit system, as established by the company's Board of Directors with the aid of the Audit and Risk Committee, perceive the internal audit system and risk management as a transversal process integrated with all corporate activities, based upon the international principles of Enterprise Risk Management, and in particular on the Framework CoSo Report indicated by the 2002 Sarbanes-Oxley Act as the benchmark best practice for the architecture of internal audit systems. The internal audit system and risk management is designed to help the group achieve its own performance and profitability targets, obtain reliable economic-financial information and ensure conformity with the laws and regulations in force, thus avoiding damage to the company's image and financial losses. Within the framework of this process, particular importance is given to the identification of company objectives and to the classifications and management of those risks associated with these objectives, through the implementation of specific actions designed to contain such risks. Corporate risks may be of various kinds: strategic risks, operating risks (associated with the efficacy and efficiency of corporate operations), reporting risks (associated with the reliability of economic-financial information), and finally, compliance risks (concerning observance of the laws and regulations in force, thus avoiding financial losses and/or damage to the company's image). All risks may also be of an exogenous or endogenous nature vis-à-vis the Landi Renzo group.
The persons in charge of the various company departments identify and assess their respective risks, and see to identifying risk containment and reduction measures (so-called "primary line control").
The above activities are supplemented by the controls carried out by the Manager responsible for the preparation of corporate documents and his/her staff (the so-called "second-level control") and by the head of internal audit (the so-called "third-level control"), who assess, on an on-going basis, the effectiveness and efficiency of the internal audit system and risk management, through risk assessment, cyclical audit and follow-up management.
The following are details of the main structural elements on which the Company's internal audit system and risk management is based.
• Code of Ethics – The Landi Group's Code of Ethics, approved in March 2008, sets out the principles and values underlying its way of doing business, together with the rules of conduct and implementation rules pertaining to said principles. The Code of Ethics is an integral part of the Organizational, Management and Control Model pursuant to Italian Legislative Decree 231/2001. The Code of Ethics, which is binding on the conduct of all the employees of the Group, has been revised within the framework of the programme for the updating of 231 Model, following the introduction of the new crime of self-money laundering (art. 648-ter, 1, c.p.). The new Code of Ethics is in force from 12 November 2015.
• Information systems – The Landi Renzo group's information system has been created using the very latest technologies and packages. Use of the system is governed by a series of internal procedures that guarantee safety and safeguard data, privacy and the correct utilisation of the system by users.
The Manuals of administrative procedures are available for all the employees on the Company's intranet. Any significant procedural discrepancies, differences and/or departures are promptly notified to the executive appointed to draft corporate accounting documents, in order that the due corrective measures be taken.
• Internal communications – The head of internal audit has easy and direct access to all information which is expedient for the performance of his/her duties. This aids the prompt acquisition of information concerning company management which, at the same time, is promptly analysed in order to identify the associated risks and, where deemed opportune, included in the economic-financial reporting.
The abovementioned instruments of control are monitored not only by those persons in charge of the various company departments, but also independently by the head of internal audit, who shall constantly monitor the effectiveness and efficacy of the internal audit system and risk management, through risk assessment, the cyclical performance of audits, and the subsequent management of the follow up.
In relation to the process for the disclosure of financial data, the risk management system should not be considered separately from the internal audit system, because they are both elements of the same system.
The aim of the risk management and internal audit system in relation to the process for the disclosure of financial data is to guarantee the reliability, accuracy and timeliness of the same.
For each company of the Landi Renzo group (entity level) and for each process (process level), inherent risks capable of affecting financial data disclosure, controls in place to prevent them and, where gaps exist, remedial actions to be implemented to manage residual risk have been identified.
The monitoring and control activities are carried out on three levels:
On the basis of the information and findings received with the support of investigations carried out by the Audit and Risk Committee, the head of internal audit, and the Supervisory Body pursuant to Italian Legislative Decree 231/2001, the Board of Directors believes that the Landi Renzo group's internal audit system and risk management is suitable and efficient and effectively operational, and thus apt to secure an acceptable level of overall risk in consideration of the business carried out by the company, the company's characteristics and the market in which it operates.
At the 24 April 2013 meeting, the Board of Directors, with the approval of the Audit and Risk Committee, selected Executive Director in charge of supervising the operation of the internal audit system and risk management as being the Managing Director Mr Stefano Landi, vesting him with the functions set forth by the Self-Regulatory Code.
The director in charge of the internal audit and risk management system: (a) identifies the major corporate risks, bearing in mind the nature of the business carried out by the Issuer and its subsidiaries, and submits them periodically for review to the Board of Directors; (b) implements the guidelines set by the Board of Directors, and sees to the planning, establishment and management of the internal audit and risk management system, and verifies on an on-going basis its suitability and effectiveness; (c) procures that the system be adapted to the dynamics of operating conditions and to the legislative and regulatory framework; (d) may request the internal audit function to carry out controls on specific operational areas and on the compliance of corporate operations with internal policies and procedures, concurrently notifying thereof the Chairman of the Board of Directors, the Chairman of the Audit and Risk Committee and the Chairman of the Board of Statutory Auditors; and (e) promptly notifies the Audit and Risk Committee (or the Board of Directors) of any issues or problems found in performing its tasks or learnt in any way whatsoever, so that the Committee (or Board) may take appropriate measures.
During the period, the director in charge of supervising the operation of the internal audit and risk management system did not submit any proposal to the Board of Directors for the appointment or revocation of the head of the internal audit function, as he deemed it as not necessary to appoint other heads of the internal audit functions or revoke the head of the internal audit function in charge.
The Board of Directors, at the proposal of the Director responsible for the functioning of the internal audit and risk management system, in consultation with the Audit and Risk Committee, appointed Mr Enrico Gardani as the Internal Audit Manager, stating that Gardani is not responsible for any area of operations and is not hierarchically under any operations area manager, including the Administration, Finance and Control department.
Moreover, on 13 May 2008, upon proposal by the executive manager responsible for the supervision of the functioning of the internal audit system, and having obtained the opinion of the Audit and Risk Committee, the Board of Directors set the compensation for Mr Enrico Gardani consistently with company policies. The Board of Directors of 14 November 2012 confirmed the appointment, and in line with the changes made to the Self-Regulatory Code, appointed Mr Enrico Gardani as the head of the internal audit function, vesting him with the functions set forth by the Self-Regulatory Code.
The head of the internal audit function has, inter alia, the duty to verify that the internal audit system and risk management is always adequate, fully operational and functional and reports on his work to the Audit and Risk Committee, the Board of Auditors and the Director in charge of supervising the operation of the internal audit and risk management system.
The head of the internal audit function has had direct access to all the information required for the performance of his duties, and has been provided with sufficient funds, for each year of his appointment, up to a maximum gross sum of Euro 50,000.
The Issuer has formed an internal audit office entirely composed of in-house personnel, headed by the head of the internal audit function.
The activities of the head of the internal audit function, consistently with the Landi Renzo group's audit plan approved at the beginning of each year by the Board of Directors, and defined following a risk-based approach, have focused on the following areas:
The head of the internal audit function:
Directors as well as the Director in charge of the internal audit and risk management system;
• verifies, in the context of the audit plan, the reliability of the information technology systems, including the accounting systems.
The Board of Directors, in compliance with the terms laid down in Article 2.2.3, paragraph 3 (j) of the Stock Market Regulations, approved its Corporate Ethics and Compliance Model in accordance with Article 6 of Legislative Decree 231/2001 (the "Model"), as subsequently amended. The Model was drafted on the basis of the guidelines of the Italian Confederation of Industrialists' and in compliance with applicable legislation.
With the adoption and effective implementation of the Model, the Company will not be liable for offences committed by "top" managers and persons subject to their supervision and instructions.
The Model lays down a series of rules of conduct, procedures and control activities as well as a system of powers and delegated responsibilities whose purpose is to prevent the occurrence of the criminal offences expressly listed in Legislative Decree 231/2001. A disciplinary system has also been introduced to be applied in the event of breaches of the provisions of the Model.
In order to implement the Model, a supervisory body (the "Supervisory Body") was set up, with the functions contemplated in Article 6, subsection 1(b) of Legislative Decree 231/2001. The Supervisory Body is composed of Messrs Domenico Aiello, Alberta Figari and Enrico Gardani, who have been appointed for a term of office ending upon approval of the financial statements for the period ending on 31 December 2015.
Every six months, the Supervisory Body informs the Board of Directors in writing on the implementation and actual awareness of the Corporate Ethics and Compliance Model within each Company department.
The Model has been updated over the years in order to take into account changes introduced from time to time by lawmakers. In particular, at the meeting held on 28 August 2012, the Board of Directors acknowledged and approved a number of amendments to the Model aimed at including environmental crimes among conditions of corporate liability pursuant to Legislative Decree 231/2001; later, on 27 August 2013, the Model was again updated following the entry into force of Law 190/2012 ("Measures for the repression of corruption"). Lastly, the most recent update to the Modal was approved by the Company's Board of Directors on 12 November 2015 in order to include the new criminal offence of self-money laundering (art. 648-ter of the Italian Penal Code).
The Model has been published and circulated to all personnel, outside collaborators, customers, suppliers and partners in the form required by law.
Finally, again in the framework of the activities to be carried out in order to implement the Model, the Board of Directors adopted the Landi Renzo group's Code of Ethics, as changed on 12 November 2015. In fact, as specified in the Italian Confederation of Industries guidelines, the adoption of ethical principles that have a role to play in the prevention of criminal offences is an essential element in a preventive control system. Specifically, the Landi Renzo Code of Ethics sets out corporate values and the combination of rights, duties and responsibilities of its addressees and provides for the imposing of sanctions, independently and autonomously of those laid down in the national collective labour agreement.
Pursuant to article IA.2.10.2, subsection 2, of the Instructions to the Stock Exchange Regulations of, on 18 May 2015 the representative Mr Stefano Landi duly certified the Company's approval on 20 March 2008 of the Organisational, Management and Control Model pursuant to article 6 of Legislative Decree 231/2001 and the composition of the Supervisory Board. Said certification is part of the documentation requested annually by Borsa Italiana from those companies listed in the STAR segment, in order that they may remain listed as such.
During the Period, the Supervisory Body met five times. As of the date hereof, the Board of Directors did not deem it necessary to vest the Board of Statutory Auditors with the functions of supervisory body.
On 7 March 2007, at the reasoned proposal of the Board of Auditors, the Shareholders' Meeting appointed the KPMG S.p.A. firm of auditors, with head office at Via Vittor Pisani 25, Milan, as the Company's auditors of the statutory and consolidated financial statements for the period 2007-2015 and to carry out limited audits of the Landi Renzo group's consolidated half-year reports during the same period.
Paolo Cilloni, executive in charge of the Issuer's administration, finance and control department, was appointed, pursuant to article 154-bis of the Consolidated Finance Act, by the Board of Directors of the Company on 24 April 2013, with the approval of the Board of Auditors, as the Executive in charge of preparing corporate accounting documents, as he satisfies the requirements for the appointment and, in particular, has a proven expertise in accounting and finance, in line with the requirements of Article 24 of the articles of association.
The Board of Directors' meeting of 24 April 2013 granted the Executive in charge of preparing corporate accounting documents, Mr Paolo Cilloni, sufficient resources and powers for him to perform his assigned duties, it being understood that the Managing Director is obliged to report on the matter to the Board of Directors and to ensure that such means and resources are provided and that administrative and accounting procedures are actually observed. In addition, the Board of Directors decided the remuneration the Executive concerned should receive for the performance of these duties.
As of the date hereof, the Issuer has not considered the adoption of any specific procedure to co-ordinate the various persons involved in the internal audit and risk management system, as it deems that the bodies and various functions are adequately and efficiently integrated with one another, without duplicating any activity.
In compliance with the Related Party Transactions Regulations and its successive interpretation communications, on 29 November 2010, the Board of Directors has (i) adopted a new internal procedure setting forth the rules and principles to follow to ensure the transparency and fairness, in substance and procedure, of transactions with related parties entered into by Landi Renzo, directly, or through or its direct or indirect subsidiaries, and (ii) on 24 April 2013 also appointed a Committee for Related Party Transactions composed of two independent directors (Tomaso Tommasi Vignano and Alessandro Ovi). In accordance with the Related Parties Regulation, the internal procedure was approved by the Board of Directors with the approval of the Committee for Related Party Transactions.
In compliance with the suggestions under Consob Communication DEM/10078683 of 24 September 2010, the above procedure was subject to verification by the Board of Directors on 13 March 2015. As a result of such verification, the Board of Directors has deemed the procedure is adequate and functional in consideration of the operational needs of the Company, and that no amendments were necessary.
The following are the most significant aspects of the procedure:
This Committee is responsible for ensuring the substantial fairness of transactions with related parties and issuing an opinion on the interests of the company in carrying out the transaction as well as the financial appropriateness (convenienza) and fairness of the relevant conditions. In the case of transactions classified as having Lesser Importance, the Company may in any case precede with the transaction despite an unfavourable opinion of the Committee for Related Party Transactions. In this event, information regarding the transactions approved in the relevant quarter must be provided to the public within fifteen days of the close of each financial quarter, despite the unfavourable opinion, specifying the reasons why the Company did not agree with the opinion of the Committee for Related Party Transactions.
The Board of Directors is exclusively responsible for the approval of Transactions of Greater Importance and the Committee has a broader role. The Committee takes part in the negotiations phase of the transaction, during which it receives full and timely information from the delegated bodies and parties responsible for conducting the negotiations and may request additional information and provide any considerations. In addition, if the Committee for Related Party transactions gives an unfavourable opinion, the Board of Directors cannot approve the Transactions of Greater Importance.
In urgent circumstances relating to transactions with related parties that are not under the responsibility, or subject to the authorisation, of the shareholders' meeting, the Board of Directors will have the right to approve these transactions with related parties, even where they are implemented through subsidiaries, in derogation of the customary provisions of the internal procedure for related-party transactions adopted by the Company, subject to compliance with and at the conditions set out in the procedure.
The above procedure applicable to related party transactions is available on the Company's website www.landi.it, in the Investor Relations section.
Considering the limited number of circumstances in which a Director has an interest, for his or her account or on behalf of a third party, and because of the adequate functioning of the procedure for related party transactions, the Board of Directors has determined it is not necessary to adopt additional operating solutions to define and to manage circumstances where a Director has an own or third-party interest, which circumstances will be analysed on a case-by-case basis by the Managing Director.
Under Article 22 of the Company's articles of association, the Board of Auditors is composed of three Statutory and two Alternate Auditors, who can be re-elected.
The Board's functions, duties and term are as laid down by law. When the members of the Board are appointed, the Shareholders' Meeting determines their remuneration, also in the light of their participation in any internal committees. Auditors are entitled to the refund of the expenses they incur in the exercise of their functions.
The members of the Board of Auditors must satisfy the requisites of good character, professionalism and independence required under the law and regulations.
The members of the Board of Auditors are elected, in compliance with gender- balance law in force at the time, from lists presented by the shareholders, in which the candidates must be listed in progressive number order, so that the minority is assured the appointment of one Statutory and one Alternate Auditor. The lists must not contain a higher number of candidates than those to be elected.
In addition, where mandatory gender allocation criteria apply, each list with at least three candidates (considering both sections) shall include a number of candidates of the less represented gender equal at least to the minimum number envisaged under applicable law and regulations in force at the time. Should the section of alternate auditors of these lists have at least two candidates, they shall be of different genders.
Shareholders holding, even jointly, at least 2.5% of the share capital representing shares that confer voting rights at shareholders' meetings held to deliberate the appointment of the members of the governing body, or such other proportion of the share capital as may be determined from time to time by Consob, in accordance with the rules applicable to the Company, may present a list of candidates. The notice calling the shareholders' meeting will state the level of ownership required to present a list of candidates. Such percentage of ownership is consistent with that provided under Article 144-quater of the Issuers' Regulations for companies with market capitalisation of up to Euro 1,000,000.
Each shareholder, the shareholders adhering to a shareholders' agreement relevant under Article 122 of the Consolidated Text, the parent company, the subsidiary companies and companies subject to joint control may not present or join in the presentation of more than one list, not even through a third party or a trust company, nor may they vote for different lists, and each candidate may only stand in one list, on pain of ineligibility. Candidatures and votes expressed in breach of this prohibition shall not be attributed to any list.
Lists must be deposited at the Company's registered office at least 25 days prior to the date scheduled as prescribed by law, including regulatory provisions, applicable at the time. The notice calling the shareholders' meeting will provide instructions to allow remote deposit of the list by distance communication. Ownership of the amount of shares required to present a list must be proven with the methods and at the terms required under the law and regulatory provisions in force at the time.
In the event that upon expiry of the term for the presentation of lists only one list has been presented, or only lists presented by shareholders connected with each other under the laws and regulations in force have been presented, it will be possible to present lists until the third day after that date of expiry. In this case, shareholders that, alone or with other shareholders, own overall treasury shares representing half of the share capital threshold specified in the above provisions, may present lists.
If no list is presented, the Shareholders' Meeting adopt resolutions by the statutory majority without observing the procedure described below, provided it complies with the genderbalance requirement specified above, where so required by law and regulatory provisions in force at the time.
In all cases, the following documents must be deposited together with each list and within the times specified above: (i) information regarding the shareholders presenting the list and the total number of shares they hold; (ii) declarations from the individual candidates to the effect that they agree to stand for election and that they certify, on their own responsibility, that there are no causes of their incompatibility or ineligibility, including the accumulation of positions in accordance with the applicable laws and regulations, and also that they satisfy any requirements that may be laid down for the positions involved; and (iii) CVs with full information regarding the personal and professional characteristics of each candidate, specifying the administration and auditing functions exercised in other companies. Lists presented by shareholders other than those holding, even jointly, a controlling or relative majority shareholding must also attach a certificate to the effect that there are no relationships connecting them with controlling or relative majority shareholders in accordance with the regulation in force. Lists presented that do not comply with these provisions shall be considered as not having been presented.
The procedure for the election of the Auditors is as follows:
If the first two, or more than two, lists obtain an equal number of votes, a further ballot by the Shareholders' Meeting will take place, whereby only such lists will be voted for. The same rule applies in the event of an equal number of votes being cast for lists in second place, provided that they are not connected, even indirectly, in accordance with the laws and regulations in force.
In the event that the lists continue to obtain an equal number of votes, the list will prevail that is presented by the shareholders with more equity in the company, or, subordinately, the list that is presented by the greater number of shareholders. In all the events specified above, the composition of statutory auditors shall satisfy the aforementioned gender balance requirements, if so required by the law and regulatory provisions in force at the time.
If the above procedure does not ensure a composition of the Board of Statutory Auditors, in terms of standing members, which complies with the law on gender balance in force at the time, the last elected candidate of the most represented gender (in numerical order) in the Majority List shall be replaced by the first non-elected candidate of the less represented gender (in numerical order) of the same list, or in the absence thereof, by the first non-elected candidate of the less represented gender (in numerical order) of the other lists, based on the number of votes obtained by each of them. This procedure shall apply until a composition of the Board of Statutory Auditors is reached which complies with the law on gender balance in force at the time. Should this procedure not lead to the results specified above, the replacement will be made according to a resolution adopted by the Shareholders' meeting with the relative majority, subject to the presentation of candidates of the less represented gender.
The candidate elected in first place in the Minority List is appointed as the Chairman of the Board of Auditors.
Auditors lose office if they cease to satisfy the requirements laid down by law and in the articles of association.
In the event of the replacement of an Auditor elected from the Majority List, his place is taken by the first Alternate Auditor belonging to the same list as the replaced Auditor, or, if this does not secure compliance with the aforementioned gender balance requirement, the first alternate auditor who, following the numerical order in which the alternate auditors are listed, satisfies such requirement. Should the preceding provisions of this clause be not applicable, the replacement shall be made by the Shareholders' Meeting, which shall adopt resolutions with the majorities set forth by applicable law provisions, subject to the presentation of candidates of the less represented gender.
If Statutory and/or Alternate Auditors need to be appointed to make up the number of members of the Board after the replacement of a Statutory and/or Alternate Auditor elected in the Majority List, the Shareholders' Meeting adopts a resolution by the statutory majority, should the application of the criteria set out in the preceding paragraph not result in the integration of the number of members of the Board, without prejudice to the aforementioned gender balance requirement, where so required by law and regulatory provisions in force at the time.
In the event of the replacement of an Auditor elected from the Minority List, his place is taken by the alternate auditor belonging to the same list of the replaced Auditor, or subordinately, by the candidate immediately following in the same list as that of the replaced Auditor, or, again subordinately, by the first candidate in the minority list that obtained the second highest number of votes, without prejudice to the aforementioned gender balance requirement, where so required by law and regulatory provisions in force at the time. In the absence thereof, the replacement shall be made by the Shareholders' meeting, which shall adopt resolutions with the relative majority and in compliance with the above requirements. This does not affect the fact that the Chairman of the Board of Auditors remains the Auditor from the Minority List.
If Statutory and/or Alternate Auditors need to be appointed to make up the number of members of the Board after the replacement of a Statutory and/or Alternate Auditor elected in the Minority List, the Shareholders' Meeting adopts a resolution by the statutory relative majority, choosing from the candidates appearing in the list to which the Auditor to be replaced belonged, or appearing in the minority list that obtained the second highest number of votes, without prejudice to the aforementioned gender balance requirement, where so required by law and regulatory provisions in force at the time. In the absence thereof, the replacement shall be made by the Shareholders' meeting, which shall adopt resolutions with the relative majority and in compliance with the above requirements.
When the Shareholders' Meeting is called upon, in accordance with Article 2401, paragraph 1, of the Italian Civil Code, to appoint or replace one of the Auditors elected from the Minority List, any votes cast by shareholders that hold a controlling or relative majority interest, even jointly, are not taken into consideration.
Board of Statutory Auditors' meetings may also be held by audio and video link in accordance with the procedures set forth in the Company Articles of association.
14. COMPOSITION AND OPERATIONS OF THE BOARD OF STATUTORY AUDITORS (PURSUANT TO ARTICLE 123-BIS, SUBSECTION 2(D) OF THE CONSOLIDATED FINANCE ACT)
The Company's Board of Auditors, appointed by the Ordinary Shareholders' Meeting on 24 April 2013, whose term will expire on the approval of the financial statements at 31 December 2015, is composed as follows.
| Forename and Surname |
Position | Serving since | % attendance at Board of Auditors' Meetings |
|---|---|---|---|
| Eleonora Briolini | Chairman of the Board of Auditors |
24 April 2013 | 100% |
| Luca Gaiani | Statutory Auditor | 24 April 2013 | 100% |
| Marina Torelli | Statutory Auditor | 24 April 2013 | 90% |
| Pietro Gracis | Alternate Auditor | 24 April 2013 | - |
| Filomena Napolitano |
Alternate Auditor | 24 April 2013 | - |
The members of the Board of Statutory Auditors were elected on the basis of two different lists a) two Statutory Auditors and an Alternate Auditor were elected from list number 1), presented jointly by the majority shareholders Girefin S.p.A. and Gireimm S.r.l.
While b) a Statutory Auditor and an Alternate Auditor were elected from list number 3) presented jointly by the minority shareholders of Aerius Investment Holding AG and Anton Karl.
List number 1) included the following candidates:
List number 3) included the following candidates:
Eleonora Briolini, born in Pescara on 8 December 1971, Statutory Auditor
Pietro Gracis, born in Milan on 22 March 1984, Alternate Auditor
The candidates from the list number 1) were elected with the favourable vote of 67,146,130 shares and no contrary votes. The candidates of the list number 3) were elected with the favourable vote of 13,387,405 shares and no contrary votes. The voting share capital attending the meeting represented 71.58% of the share capital.
The personal and professional characteristics of each Auditor are briefly set out below, in accordance with Article 144 decies of the Issuers' Regulations.
Eleonora Briolini. Graduate in Economy and Commerce and inscribed in the Certified Public Accountants Register of Milan since 2002. From 1998 to 2011 she has been part of the Rax and Company Office in partnership with Deloitte and Touche S.p.A. where she deals with tax consultancy both national and international. She is currently the manager of the tax department of the law firm Bird & Bird of Milan. She frequently lectures in programs of tax training for Wolters Kluwer, Il Sole 24 Ore and the Organization of Accountants of Milan.
Luca Gaiani. A graduate in Economics and Commerce at the University of Modena, Gaiani has been a chartered accountant (CPA) and enrolled as external auditor since 1984. He at present practises in Modena. He cooperates for the Il Sole 24Ore daily newspaper, and other several professional magazines and newspapers and he teaches in certain courses for the training of chartered accountants and officers of the Financial Administration.
Marina Torelli. Marina Torelli has been on the Reggio Emilia Register of Accountants since 1989 and in the Register of Auditors since 1995. She is a practicing accountant and acts as Auditor of several industrial and commercial companies. She is also Chairman of the Board of Directors of an industrial company in Reggio Emilia.
Pietro Gracis. Graduate in Economics and Company Law of the Sacro Cuore University of Milan. His post graduate education also included various specialization courses. He entered the law firm Bird & Bird of Milan in January 2012. He is entered in the Accountants Register of Milan and the Register of Legal Auditors since January 2010.
Filomena Napolitano. Filomena Napolitano has been on the Reggio Emilia Register of Accountants since 1998 and on the Register of Auditors since 1999. She has performed institutional assignments for the Court of Reggio Emilia as a Receiver in Bankruptcy. She is an Auditor in some industrial and commercial companies.
From the close of the financial year there have been no changes in the membership of the Board of Statutory Auditors.
The table below shows the administrative and auditing positions held in listed and unlisted companies by members of the Company's Board of Auditors as of 31 December 2015 (for additional information, see table 3, attached to this Report).
| Forename and surname | Company for which the external work is carried out |
Position |
|---|---|---|
| Eleonora Briolini | Tefor S.p.A. | Statutory Auditor |
| Sanlorenzo S.p.A. | Statutory Auditor | |
| Consorzio del prosciutto di San Daniele | Member of the Supervisory Board | |
| Società Chimica Larderello S.p.A. owned by a sole shareholder |
Statutory Auditor | |
| Reggiani Macchine S.p.A. | Chairman of the Board of Auditors |
|
| Luca Gaiani | Kerakoll S.p.A. | Chairman of the Board of Auditors |
| Cittanova 2000 S.p.A. | Chairman of the Board of Auditors |
|
|---|---|---|
| Pallacanestro Olimpia Milano S.r.l. | Chairman of the Board of | |
| CMB Cooperativa Muratori Braccianti | Auditors Chairman of the Board of Auditors |
|
| Grandi Salumifici Italiani S.p.A. | Chairman of the Board of Auditors |
|
| Grim S.p.A. | Chairman of the Board of Auditors |
|
| Alcisa Italia S.p.A. | Chairman of the Board of Auditors |
|
| Gruppo Alimentare in Toscana | Chairman of the Board of Auditors |
|
| G.A. Retail S.r.l. | Chairman of the Board of Auditors |
|
| Giorgio Armani ST S.r.l. | Sole Auditor | |
| Lovato Gas S.p.A. | Statutory Auditor | |
| Safe S.p.A. | Statutory Auditor | |
| I.S. Holding S.p.A. | Statutory Auditor | |
| AEB S.p.A. | Statutory Auditor | |
| Giorgio Armani S.p.A. | Statutory Auditor | |
| L'immobiliare S.r.l. | Statutory Auditor | |
| El Gadyr S.r.l. | Statutory Auditor | |
| Fi. Ma. S.r.l. | Statutory Auditor | |
| Ceramica Sant'Agostino S.p.A. | Statutory Auditor | |
| Profassmo.it Srl | Director | |
| Mario Neri S.p.A. | Alternate Auditor | |
| Sistem Costruzioni S.r.l. | Alternate Auditor | |
| Stinfalio di Novarese Carlo S.a.p.a. | Alternate Auditor | |
| Quadrifoglio Modena S.p.A. | Alternate Auditor | |
| Donelli Vini S.p.A. | Alternate Auditor | |
| Unibon S.p.A | Alternate Auditor | |
| Marina Torelli | Lodi S.p.A. | Chairman of the Board of Auditors |
| I.R.S. S.p.A. | Chairman of the Board of Auditors |
| Tecnove S.r.l. | Chairman of the Board of Auditors |
|
|---|---|---|
| SAFE S.p.A. | Chairman of the Board of Auditors |
|
| Noemalife S.p.A. | Statutory Auditor | |
| Carpenfer S.p.A. | Statutory Auditor | |
| T.I.E. S.p.A. | Statutory Auditor | |
| Girefin S.p.A. | Statutory Auditor | |
| S.I.C.E. – S.p.A. | Statutory Auditor | |
| Nuova Mini-Mec S.p.A. | Statutory Auditor | |
| Bioener – S.p.A. | Statutory Auditor | |
| A.E.B. S.p.A. | Statutory Auditor | |
| Lovato Gas S.p.A. | Statutory Auditor | |
| Consorzio Scandiano Zerosei Società Cooperativa in liquidazione |
Statutory Auditor | |
| Emiliana Conglomerati S.p.A. | Statutory Auditor | |
| C.M.E. S.r.l. | Chairman of the Board of Directors |
|
| Filomena Napolitano | T.I.E. S.p.A. | Alternate Auditor |
| Girefin S.p.A. | Alternate Auditor | |
| Nuova Mini-Mec S.r.l. | Alternate Auditor | |
| I Tulipani S.r.l. | Sole Auditor and member of the Supervisory Board |
|
| A.E.B. S.p.A. | Alternate Auditor | |
| I.R.S. S.p.A. | Statutory Auditor | |
| Lovato Gas S.p.A. | Alternate Auditor | |
| Tecnove S.r.l. | Alternate Auditor | |
| Medo S.r.l. | Assignee in bankruptcy | |
| I Ciclamini S.r.l. | Member of the Supervisory Board | |
| I Girasoli S.r.l. | Member of the Supervisory Board | |
| Carpenfer S.p.A. | Statutory Auditor | |
| Lodi S.p.A. | Alternate Auditor | |
| Cooperativa sociale Il Bettolino | Chairman of the Board of Auditors |
|
| Safe Spa | Alternate Auditor | |
| Pietro Gracis | HIC S.p.A. | Alternate Auditor |
| Serenissima Immobiliare | Statutory Auditor |
|---|---|
| Valle delle Ginestre S.r.l. | Alternate Auditor |
| Società Chimica Larderello S.p.A. owned by a sole shareholder |
Statutory Auditor |
| Reggiani Macchine S.p.A. | Statutory Auditor |
| Games Lodi S.p.A. | Statutory Auditor |
Ten meetings of the Board of Auditors were held during the course of the Year, lasting an average of 107 minutes each. At least six meetings of the Board of Auditors are planned for the current year, and two have already been held on 29 February 2016 and 7 March 2016. Statutory Auditors Luca Gaiani and Eleonora Briolini attended 100% of these meetings, while Statutory Auditor Marina Torelli attended 90% of these meetings.
In order to maintain an adequate knowledge of the segment in which the Company is active, periodically and at any time as necessary, the auditors receive information and updates on the segment in which the Issuer operates and reference legislation, including through documents prepared by the Company.
The Chairman of the Board of Directors, also through the internal functions of the Company, ensures that the statutory auditors are able to participate to initiatives to allow them to acquire adequate knowledge of the sector in which the Company operates, of the company's dynamics and their evolution, and of the legislative and self-regulatory applicable frameworks.
On being appointed, the members of the Board of Auditors declared, on their own responsibility, that they satisfied the independence criteria laid down in applicable laws and regulations. The Board of Auditors deemed that its members continued to satisfy the requirements of independence during the Period, applying the criteria on directors' independence under the Self-Regulatory Code.
Under paragraph 8.C.3 of the Self-Regulatory Code, Auditors that have an interest, either on their own account or on behalf of third parties, in a certain transaction to be carried out by the Issuer must give the other Auditors and the Chairman of the Board of Directors prompt and full information regarding the nature, the terms, the origin and the scope of their interest.
The Board of Auditors satisfied itself concerning the independence of the auditing firm, verifying both compliance with the regulatory provisions governing the matter and the nature and extent of the services other than accounts audit provided to the Issuer and its subsidiaries by the auditing firm and the offices belonging to its network.
In carrying out its business, the Board of Auditors cooperated with the Audit and Risk Committee, the Supervisory Board and the head of the internal audit.
The Issuer has set up a special section called "Investor Relations" in its website, easily identifiable and accessible, which provides the information regarding the Issuer that is of importance to its shareholders in order to enable them to exercise their rights knowledgeably.
Mr Pierpaolo Marziali has been made responsible for the management of relations with shareholders, acting as Investor Relations Manager.
In view of the Issuer's organisational structure, it was decided not to set up a separate Company office for the management of relations with shareholders.
With regard to shareholders' participation in Shareholders' Meetings, Article 11 of the Issuer's articles of association states: "Shareholders with voting rights may take part in Shareholders' Meetings if an attestation confirming their right to participate is provided in accordance with the terms and conditions set out the laws and regulations from time to time applicable. Each person entitled to vote may be represented at Shareholders' Meetings by third parties by issuing a written proxy in conformity to and within the limits laid down by law. Notice of the proxy can be given to the company electronically, via certified e-mail sent to the company email address set out in the notice calling the shareholders' meeting. The company does not designate a representative to whom to confer proxies from the shareholders".
The Company has decided not to adopt rules for Shareholders' Meetings since it considers that the powers vested by the articles of association in the Chairman of the Meeting, who is responsible for directing the proceedings, including the determination of the order and system of voting, enable the Chairman to ensure that the Meeting takes place in an orderly manner, moreover averting the risks and problems that could arise from a failure on the part of the Meeting to comply with regulatory provisions.
The Board of Directors calls an Ordinary Shareholders' Meeting at least once a year within 120 days after the end of the financial period, or within 180 days if the conditions required under the law are met.
The governing body also calls a Shareholders' Meeting with a single call, either Ordinary or Extraordinary, whenever it deems it appropriate to do so or as required by law, or at the request of at least two members of the Board of Statutory Auditors in accordance with the provisions of current legislation.
Shareholders' Meetings are called by means of a notice specifying the day, hour and venue of the meeting, a list of the items on the agenda, and the other information as required under the applicable law and regulations. The Meeting notice must be published, within the times laid down by the provisions of the applicable legislation, on the website of the Company and as may otherwise be required by the laws and regulations applicable from time to time.
Shareholders that, even jointly, represent at least one-fortieth of the share capital may request items to be added to the agenda, specifying in their request the additional subjects that they propose, or submit proposals on subjects already reflected in the items on the agenda, to the extent permitted, and at the terms and conditions, under the law. Persons entitled to vote may individually submit proposals to be resolved upon by the Shareholders' Meeting.
Requests to add items to the agenda as per the paragraph above, however, are not allowed with regard to matters on which the Shareholders' Meeting, by law, deliberates at the request of the Company Directors or on the basis of a project or report prepared by same, different than the report on the items on the agenda.
Within the terms set forth in the notice of a meeting, those entitled to vote can submit questions relating to the items on the agenda by certified electronic mail, using the specific company address set out for this purpose in the notice calling the Shareholders' Meeting.
The Company is not required to provide an answer if the relevant information is on the company website in a "question and answer format", or if it is so necessary to safeguard confidentiality and the interests of the company.
Both Ordinary and Extraordinary Shareholders' Meetings are at a single convening and are constituted and adopt valid resolutions by the statutory majorities.
The Chairman of the Shareholders' Meeting will ensure that each shareholder has the right to take the floor in relation to the items being discussed by coordinating speakers and managing the evolution of the meeting.
During the shareholders' meeting, the Board of Directors reported on activities carried out and planned for the future, and took all the necessary steps to ensure that shareholders were duly provided with the information required in order that they might knowingly take the decisions they were entitled to take. During the Period, four Directors took part in the Shareholders' Meeting.
During the course of the Period there were no significant variations in the composition of the Issuer's shareholding structure; the Board of Directors therefore deemed it unnecessary to consider proposing to the Shareholders' Meeting any amendments to the articles of association regarding the percentages established for the exercise of actions and of the prerogatives safeguarding minority shareholders' interests.
The Issuer has decided not to apply any practice for its corporate governance other than those described in the paragraphs above, and set forth as specific obligations by provisions of laws and/or regulations.
No changes to the structure of corporate governance have been made since the closing of the Period.
| No. of shares | % of share capital | Listed (indicate markets/non listed) |
Rights and obligations | |
|---|---|---|---|---|
| Ordinary shares | 112,500,000 | 100% | Listed (MTA) | As per Italian Civil Code and regulations |
| Shares with limited voting rights |
- | - | - | - |
| Shares with no voting rights |
- | - | - | - |
| Declarant | Direct shareholder | % of ordinary capital | % of voting capital | ||
|---|---|---|---|---|---|
| Landi Trust (trust regulated by Jersey law, where the |
Girefin S.p.A. | 54.667 | 54.667 | ||
| trustee is Stefano Landi) | Gireimm S.r.l. | 4.444 | 4.444 | ||
| Aerius Investment Holding AG |
Aerius Investment Holding AG |
8.356 | 8.356 | ||
| CT BO AR D O F D IRE |
S OR |
AU DIT CO MM |
ISK AN D R ITT EE |
RE MU NE CO MM |
RA TIO N ITT EE |
RE LA TR AN CO |
TE D-P AR TY SA CT ION MM ITT EE |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Off ice |
Na me |
In o ffic e sin ce |
In o ffic e il unt |
Fir inte d st a ppo on |
Lis t ( M/m ) * |
Exe ive cut |
No n ive cut exe |
Ind nde epe nce und the Se lf er Re lato gu ry Co de |
Ind nde epe nce und the er Co lida ted nso Fin e A ct anc |
** ( %) |
No . of add itio nal rol *** es |
**** | ** | **** | ** | **** | ** |
| Ho no rar y |
Gio ina va nn |
16 .05 .20 07 |
M | x | 88 % |
2 | |||||||||||
| Ch air ma n |
Do nic hin i me |
||||||||||||||||
| Ch air ma n |
Ste fan o L di an |
Ap al p rov o fin cia l |
f 16 .05 .20 07 |
M | x | 100 % |
11 | ||||||||||
| Ma ing na g Dir ect or |
Cla ud io Ca le rne va |
Sh ho lde are |
an sta tem ts en |
24 .04 .20 09 |
M | x | 88 % |
2 | |||||||||
| Dir ect or |
He rbe rt P aie rl |
rs' Me eti ng |
for th e eri od |
24 .04 .20 13 |
m | x | 100 % |
1 | |||||||||
| Dir ect or |
An ia ton Fia do ri cca |
f 2 4 A ril o p 20 13 |
p din en g on 31 |
24 .04 .20 13 |
M | x | 88 % |
2 | |||||||||
| Dir ect or |
Ov Ale nd i ssa ro |
De mb ce er |
16 .05 .20 07 |
M | x x |
88 % x |
3 | x | 100 % |
x | 100 % |
100 % x |
|||||
| Dir ect or |
To ma so To i d i mm as Vig na no |
20 15 |
16 .05 .20 07 |
M | x x |
88 % x |
7 | x | 100 % |
x | 100 % |
100 % x |
|||||
| Ow rsh ip uir ne req |
ed to p res |
lis t a t o en |
f c did t th ate an s a |
e l lec t e as |
tio 2.5 % n: |
||||||||||||
| Nu mb of eti er me |
s h eld du ng |
rin the Pe g |
rio d: |
Bo ard f D o |
ire cto 8 rs: |
Int ern |
al A ud it Cm |
te: 5 |
Re mu ne Cm 1 te: |
ion rat |
Re late d Pa rty Tra ctio nsa ns Cm 0 te: |
||||||
| NO TES Thi lum s co Thi lum s co Thi lum s co ** Thi lum s co |
n sh wh ethe r th ows n sh the ows pe rcen n sh the off ices ows n sh , wi th a n "X ows |
ndid ate e ca tag e of etin me dire ctor as or ", w hich Dir ecto |
ele cted fro m th was e m gs ( Boa rd o f Di rect ors udit or h eld by t he D as a r is emb f th a m er o |
ajor ity s har eho lder and ch c mitt ea om irec in o the r lis tor is C mitt om ee. |
(M ) or list the ee) att end ed ted com pan |
min ority sha reho by t he Dire ctor ies, fina ncia l co |
(m ). lder list , du ring the Dir ecto nies , ba nks , ins mpa |
r's a ctua l ter f off m o firm lar ura nce s or |
ice. anie ge c omp s. |
| Off ice |
Na me |
In o ffic inc e s e |
In o ffic nti l e u |
Lis t ( M/m ) * |
Ind nde epe nce und the Se lf er Co de) Re lato gu ry |
** ( %) |
Nu mb of oth er er off ice s h eld *** |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Ch air ma n |
Ele Br ioli ni on ora |
24 Ap ril 2 01 3 |
Ap al f t he fin cia l s for th tat ts p rov o an em en e eri od din 31 De mb 20 15 p en g on ce er |
m | x | 100 % |
5 | |||
| Sta Au dito tut ory r |
Lu Ga ian i ca |
Ap ril 2 24 01 3 |
Ap al f t he fin cia l s for th tat ts p rov o an em en e eri od din 31 De mb 20 15 p en g on ce er |
M | x | 100 % |
26 | |||
| Sta Au dito tut ory r |
Ma rin a T lli ore |
24 Ap ril 2 01 3 |
Ap al f t he fin cia l s for th tat ts p rov o an em en e eri od din 31 De mb 20 15 p en g on ce er |
M | x | 90 % |
17 | |||
| Alt Au dito ate ern r |
Pie G ias tro rac |
24 Ap ril 2 01 3 |
Ap al f t he fin cia l s for th tat ts p rov o an em en e eri od din 31 De mb 20 15 p en g on ce er |
m | x | N/A | 6 | |||
| Alt ate Au dito ern r |
Filo Na olit me na p an o |
24 Ap ril 2 01 3 |
f t fin for Ap al he cia l s tat ts th p rov o an em en e eri od din De mb 31 20 15 p en g on ce er |
M | x | N/A | 15 | |||
| f c Ow rsh ip uir ed to t a lis t o did ate t th e l t e lec tio 2.5 % ne req p res en an s a as n: |
||||||||||
| Nu mb of eti s h eld du rin the Pe rio d: 10 er me ng g |
||||||||||
| NO TE Thi lum n sh wh ethe r th ndid ate ele cted fro m th ajor ity s har eho lder list (M ) or the min ority sha reho lder list (m ). s co ows e ca was e m * Thi lum n sh the e of etin f th e B d of Sta ry A udit nde d by this Au dito r, d urin g th l ter f off ice. tag tuto atte tua s co ows pe rcen me gs o oar ors e ac m o |
*** This column shows the offices as director or as auditor held by the Auditor pursuant to Article 148-bis of the Consolidated Finance Act.
| YE S |
NO | Su of ju stif ica tio n fo dep art mm ary r a ny ure fro he nda tio of t he Se lf m t rec om me ns Co Re lato de gu ry |
|
|---|---|---|---|
| Sy of de leg d p d t cti ith lat ed ies ste ate art m ow ers an ran sa on s w re p |
|||
| Ha he Bo ard f D ire ted de leg d p la ing do s t cto ate o rs g ran ow ers y wn : |
|||
| ) the ir l imi ? ts a |
X | ||
| ) b the eth od rdi wh ich th ise d ? to m s a cco ng ey are ex erc |
X | ||
| ) ing fre ? ort c rep qu en cy |
X | ||
| Ha he Bo ard f D ire ke t th sib ility fo tin isin d a ing ctio f p icu lar mic s t cto tra art o rs p e r es p on r s cru g an p p rov nsa ns o eco no C ( d fin cia l im nd ctio iall ffe ctin the 's inc lud ing ctio wit h ort tra ter ets tr an an p an ce , a nsa ns ma y a g om p an y ass an sa ns rel d p ies ) ? ate art |
X | ||
| Ha he Bo ard f D ire laid do uid elin d c rite ria for th e id tific ati f "s ig nif ica nt" ctio ? s t cto tra o rs wn g es an en on o nsa ns |
X | ||
| Are th bo uid elin d c rite ria de ibe d i he Re ? n t ort e a ve g es an scr p |
X | ||
| f D for f tr Ha s t he Bo ard ire cto laid do ial ed th tin d a al ctio wit h r ela ted o rs wn sp ec p roc ure s e s cru y an p p rov o an sa ns ies ? art p |
X | ||
| Are th ed for th al f tr ctio wit h r ela ted ies de rib ed in the Re ? art ort e p roc ure s e a p p rov o an sa ns p sc p |
X | ||
| fo oin f D ire ito Pro du ad ted r th e l ate st tm t o cto d A ud ce res op ap p en rs an rs |
|||
| f th for We de tai ls o did ate itio Dir ect de ited at le ast te n d s i lian wit h t he lica ble re e c an s p os ns as ors p os ay n c om p ce ap p de r th e la nd ula tio ? ter ms un w a reg ns |
X | ||
| We de tai ls o f th did for itio Dir ied by fu ll in for tio n? ate ect re e c an s p os ns as ors ac co mp an ma |
X | ||
| f th for for We de tai ls o did ate itio Dir ect ied by in tio ard ing th eir ita bili ty to be re e c an s p os ns as ors ac co mp an ma n r eg su de rib ed In de de Dir ? nt ect sc as p en ors |
X | ||
| We de tai ls o f th did for itio Au dit de ited in lian wit h t he lica ble nd the ate te re e c an s p os ns as ors p os co mp ce ap p rm s u er ? law d r ula tio an eg ns |
X |
| We de tai ls o f th did for itio Au dit ied by fu ll in for tio n? ate re e c an s p os ns as ors ac co mp an ma |
X | ||
|---|---|---|---|
| Sh ho lde rs' M tin are ee g s |
|||
| Ha he Co ed Sh ho lde rs' Me eti Ru les ? s t mp an y ap p rov are ng |
X | Th Co ha ad ted les fo ot e mp an y s n op ru r Sh ho lde rs' Me eti inc e i sid t c are ng s s on ers tha t th d b the tic les f ste e p ow ers ve y ar o C cia tio in the ha irm f the as so n an o Me eti ho is sib le for di tin ng res p on rec g , w the din inc lud ing the p roc ee g s, de mi tio f th rde nd f ter ste na n o e o r a sy m o tin ab le the C ha irm to vo g, en an e ns ure tha t th tin tak lac e i rde rly e m ee g es p n a n o ert ing ma nn er, mo reo ve r av an y inc nie th uld rise fr at on ve nce co a om a fai lur he f t he Me eti t art to e on p o ng ly w ith ula tor isio co mp reg y p rov ns |
|
| Are th e R ule ch ed th e R ( is i ifie d w he the n b bta ine d /do loa de d ) ? tta to ort t s s a ep or p ec re ca e o wn y |
N/A | ||
| dit ing Int al ern au |
|||
| Co f t it fu ? Ha s t he oin ted th e h d o he inte l a ud nct ion mp an y ap p ea rna |
X | ||
| Is t he he ad f th e i l a ud it f ctio n h ier hic ally in de de f m f o tio ? nte nt o rna un arc p en o an ag ers o p era ns are as |
X | ||
| Inv R ela tio tor es ns |
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| Ha he Co oin ted In r R ela tio Ma ? s t sto mp an y ap p an ve ns na g er |
X | ||
| Or isa tio l un it a nd ( ad dre tel ho fax d e ail ) f th e I r R ela tio Ma nta cts sto g an na co ss ep ne an -m o nve ns na g er , , |
Inv R ela tion tor es s: Pie r P lo Ma rzia li, Inv R ela tion s M tor ao es an ag er U ffic io Inv Re lat ion tor es s S.p La nd i R .A. en zo Via No be l, 2/4 Ca vri ag o Re io Em ilia g g Te l: + 39 05 22 94 33 @ E-m ail: in sto lat ion sla nd i.it lan di. it ve rre |
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