Governance Information • Mar 23, 2021
Governance Information
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pursuant to art. 123 bis of the Consolidated Law on Finance
Issuer: Piaggio & C. S.p.A. Web site: www.piaggiogroup.com
Financial year to which the Report refers: 2020 Date of approval of the report: 2 March 2021
| GLOSSARY | 3 | |
|---|---|---|
| 1. ISSUER PROFILE | 5 | |
| 2. INFORMATION ON THE CORPORATE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS OF THE CONSOLIDATED LAW ON FINANCE) AS OF 31/12/2020 |
6 | |
| A) | SHARE CAPITAL STRUCTURE (ARTICLE 123-BIS, PARAGRAPH 1, LETTER A), | |
| CONSOLIDATED LAW ON FINANCE) 6 | ||
| B) | RESTRICTIONS ON THE TRANSFER OF SECURITIES | |
| (ARTICLE 123-BIS, PARAGRAPH 1, LETTER B), CONSOLIDATED LAW ON FINANCE) 6 | ||
| C) | SIGNIFICANT INVESTMENTS IN CAPITAL (ARTICLE 123-BIS, PARAGRAPH 1, LETTER C), TUF) 6 | |
| D) | SECURITIES THAT GRANT SPECIAL RIGHTS (ARTICLE 123-BIS, | |
| PARAGRAPH 1, LETTER D), CONSOLIDATED LAW ON FINANCE) 6 | ||
| E) | EMPLOYEE SHARE OWNERSHIP: EXERCISING OF VOTING RIGHTS | |
| (ARTICLE 123-BIS, PARAGRAPH 1, LIT. E), CONSOLIDATED LAW ON FINANCE)7 | ||
| F) | RESTRICTIONS ON VOTING RIGHTS (ARTICLE 123-BIS, PARAGRAPH 1, | |
| LETTER F), CONSOLIDATED LAW ON FINANCE)7 | ||
| G) | SHAREHOLDER AGREEMENTS (ARTICLE 123-BIS, PARAGRAPH 1, LETTER G), | |
| CONSOLIDATED LAW ON FINANCE)7 | ||
| H) | CHANGES TO THE ARTICLES OF ASSOCIATION (ARTICLE 123-BIS, | |
| PARAGRAPH 1, LETTER L), CONSOLIDATED LAW ON FINANCE)7 | ||
| I) | DELEGATION OF POWERS TO INCREASE THE SHARE CAPITAL AND AUTHORISATIONS | |
| FOR THE ACQUISITION OF TREASURY SHARES (ARTICLE 123-BIS, PARAGRAPH 1, | ||
| LETTER M), CONSOLIDATED LAW ON FINANCE)7 | ||
| L) | CHANGE OF CONTROL CLAUSES (ARTICLE 123-BIS, PARAGRAPH 1, LETTER H), | |
| OF THE TUF) AND STATUTORY PROVISIONS CONCERNING TAKEOVER BIDS | ||
| (ARTICLES 104, PARAGRAPH 1-TER AND 104-BIS, PARAGRAPH 1, OF THE TUF) 9 | ||
| M) | INDEMNITIES TO DIRECTORS IN THE CASE OF RESIGNATION, | |
| DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER | ||
| (ARTICLE 123-BIS, PARAGRAPH 1, LETTER I), CONSOLIDATED LAW ON FINANCE) 9 | ||
| 3. COMPLIANCE | 10 | |
| 4. MANAGEMENT AND CO-ORDINATION | 10 | |
| 5. BOARD OF DIRECTORS | 12 | |
| 5.1. | APPOINTMENT AND REPLACEMENT OF BOARD DIRECTORS | |
| (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LIT. L), CONSOLIDATED LAW ON FINANCE)12 | ||
| 5.2. | COMPOSITION (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, | |
| LETTERS D) AND D-BIS OF THE CONSOLIDATED LAW ON FINANCE)14 | ||
| 5.3. | OPERATION OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, | |
| PARAGRAPH 2, LIT. D), CONSOLIDATED LAW ON FINANCE)18 | ||
| 5.4. | ROLE OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, | |
| PARAGRAPH 2, LIT. D), CONSOLIDATED LAW ON FINANCE)19 | ||
| 5.5. | AUTHORISED BODIES 22 | |
| 5.6. | OTHER EXECUTIVE DIRECTORS 23 | |
| 5.7. | INDEPENDENT DIRECTORS 23 | |
| 5.8. | LEAD INDEPENDENT DIRECTOR 25 | |
| 6. PROCESSING OF CORPORATE INFORMATION | 25 | |
| 6.1. | PROCEDURE FOR THE DISCLOSURE OF INSIDE INFORMATION 25 | |
| 6.2. | PROCEDURE FOR MANAGEMENT OF THE REGISTER OF PERSONS | |
| WHO HAVE ACCESS TO INSIDE INFORMATION26 | ||
| 6.3. | PROCEDURE FOR THE FULFILMENT OF INTERNAL DEALING OBLIGATIONS26 |
7. COMMITTEES WITHIN THE BOARD (PURSUANT TO ARTICLE 123-BIS,
Code/Corporate Governance Code: glossary Code / Corporate Governance Code: The Corporate Governance Code of listed companies approved in July 2018 by the Corporate Governance Committee and provided by Borsa Italiana S.p.A., ABU, Ania, Assogestioni, Assonie and Confindustria, available at www.borsaitaliana.it.
Corporate Governance Code: approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., in January 2020 (when will apply from the first financial year beginning after 31 December 2020, available at www borsaitaliana it.
Civil Code: the civil code.
Board/Board of Directors: the Issuer's Board of Directors.
Issuer/Company: the Issuer of the listed shares to which the Report refers.
Financial year: the financial year to which the Report refers.
Instructions to the Stock Exchange Regulations: the instructions to the Regulations for Markets organised and managed by Borsa Italiana S.p.A.
Stock Exchange Regulations: the Regulations of Markets organised and managed by Borsa Italiana S.p.A..
Consob Regulation on Issuers or Issuers Regulation: the Regulations issued by Consob by Resolution no. 11971 of 1999 (and amendments thereto) concerning Issuers.
Consob Regulations on Markets: the Regulations issued by Consob by Resolution no. 20249 of 2017 (and amendments thereto) concerning markets.
Consob Related Party Regulations: the regulations issued by Consob with resolution no. 17221 of 12 March 2010 (as amended) concerning transactions with related parties.
Report: this report on corporate governance and corporate ownership prepared by Piaggio pursuant to art. 123-bis of the Consolidated Law on Finance.
Remuneration Report: the "Report on remuneration policy and compensation paid" prepared pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Consob Regulation on Issuers, available in accordance with law at the registered office, on the website of the issuer at www.piaggiogroup.com and in the authorised storage mechanism "eMarket Storage" available at .
TUF (Consolidated Law on Finance): Legislative Decree no. 58 of 24 February 1998 (as amended).
Funded in 1884, the Issuer, having its registered office in Pontedera (Pisa), is now one of the leading world manufacturers of two-wheeler motor vehicles.
The Issuer is classified amongst the first 4 world operators in the reference market. The product range includes scooters, mopeds and motorcycles from 50 to 1,200cc marketed under the Piaggio®, Vespa®, Gilera®, Aprilia®, Moto Guzzi®, Derbi® and Scarabeo® brands. The Issuer also operates in the three- and four-wheeler light transport sector with the Ape®, Piaggio Porter® and Quargo® vehicles.
The Issuer is organised in accordance with the traditional compliance programme contemplated in Articles 2380-bis et seq. of the Civil Code, with powers reserved respectively to the General Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors.
Chairman and Chief Executive Officer of the Issuer is Roberto Colaninno, Deputy Chairman is Matteo Colaninno.
On 16 April 2018, the Board of Directors gave the Director Michele Colaninno powers to operate with regard to the development of Group operations and on 24 October 2018 powers to operate with regard to product and marketing strategies.
The Chief Financial Officer is Alessandra Simonotto (since 9 September 2019).
The Issuer has a share capital of Euro 207,613,944.37, fully subscribed and paid up, divided into 358,153,644 ordinary shares with no stated par value. Each share carries the right to one vote, is indivisible, and was issued in dematerialised form.
Categories of shares that make up the share capital:
| NO. OF SHARES | % OF SHARE CAPITAL | LISTED | RIGHTS AND OBLIGATIONS | |
|---|---|---|---|---|
| ORDINARY SHARES |
358,153,644 | 100 | MTA | Each share gives the right to one vote. The shareholders rights and obligations are those in Articles 2346 et seq. of the Civil Code. |
There are no securities transfer restrictions.
At 31 December 2020 and at the date of this Report, significant investments in the capital of the Issuer, as resulting from disclosures pursuant to Article 120 of the Consolidated Law on Finance and from disclosures received by the Issuer, were as follows:
| DECLARER | DIRECT SHAREHOLDER | % OF ORDINARY SHARE CAPITAL | % OF SHARES WITH VOTING RIGHTS |
|---|---|---|---|
| IMMSI S.p.A. | 50.070 | 50.070 | |
| Omniaholding S.p.A. | Omniaholding S.p.A. | 0.077 | 0.077 |
| Total | 50.147 | 50.147 | |
| Diego della Valle | Diego della Valle & C. S.r.l. | 5.539 | 5.539 |
No securities have been issued bearing special rights of control.
The articles of association of the Issuer do not contain provisions relating to the increased vote pursuant to art. 127-quinquies of the Consolidated Law on Finance.
There is no employee share ownership scheme.
There are no restrictions on voting rights.
As far as the Issuer is aware, at 31 December 2020 and at the date of this Report no agreements were ongoing between shareholders of the Company, of a content relevant pursuant to Article 122 of the Consolidated Law on Finance.
Changes to the Articles of Association are governed by pro tempore regulations in force.
The Board of Directors is also tasked with passing resolutions on the following, in compliance with Article 2436 of the Civil Code: mergers or spin offs, defined as simplified in accordance with Articles 2505, 2505-bis, 2506-ter, last paragraph, of the Civil Code; the transfer of the registered head office within the national territory; share capital reduction due to withdrawal; amending the articles of association, without prejudice to the above resolutions also being passed by the Extraordinary Shareholders' Meeting.
On 28 January 2021, the Board of Directors resolved to amend Articles 12 and 24 of the Articles of Association, in order to bring the text into line with the regulations on gender balance in the composition of the management and control bodies, as provided for by Law 160/2019, as well as the implementing provisions of Consob and the new Corporate Governance Code.
The Articles of Association can be downloaded in its current version from the site https://www.piaggiogroup.com/it/ governance/documenti-e-procedure.
On 22 April 2020, the Shareholders' Meeting resolved to authorise the purchase and use of treasury shares - subject to withdrawal of the authorisation granted by the Shareholders' Meeting of 12 April 2019 – in order to provide the Company with a strategic investment opportunity for all purposes allowed by applicable regulations, including the purposes referred to in Article 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, hereinafter referred to as the "MAR") and in accordance with the practices permitted by Article 13 of the MAR, which include the purchase of treasury shares on the basis of their subsequent annulment, in line with the terms and procedures to be decided by competent company boards.
In particular, the Shareholders' Meeting resolved the following:
At the Shareholders' Meeting, it was also established that purchases of treasury shares must be contained within the limits of the distributable profits and reserves available following the latest financial statements (including interim statements), approved at the time of execution of the transaction. It was also stipulated that, upon purchase and disposal of treasury shares, the necessary accounting entries must be made, in compliance with the provisions of the law and of applicable accounting standards.
On 8 May 2020, the Board of Directors - following authorisation for the purchase and disposal of treasury shares as granted by the Shareholders' Meeting of 22 April 2020 - approved a treasury share purchase programme for a maximum of 15,000,000 ordinary shares.
During the period, 130,000 treasury shares were purchased. Therefore at the date of this Report, the Company held 1,028,818 treasury shares, equal to 0.2873% of the share capital.
For additional information concerning the treasury share purchase programme in progress, reference is made to the press releases available on the Issuer's website at www.piaggiogroup.com, in the section Investors – Financial press releases.
Powers for the issue of financial instruments have not been vested in or delegated to the Directors.
The Issuer has a number of significant agreements in place which contemplate amendment or termination in the event of a change in control of the contracting party. Details of the agreements are provided in a specific section of the Financial Statements as of 31 December 2020. Specifically the following agreements have been made:
With regard to takeover bids, the provisions of the Articles of Association of the Issuer do not derogate from the provisions of the passivity rule provided for under Article 104, paragraphs 1 and 1-bis of the Consolidated Law on Finance, nor do they provide for the application of breakthrough provisions as referred to in Article 104-bis, paragraphs 2 and 3 of the Consolidated Law on Finance.
The Company has stated that no agreements have been entered into between the Issuer and the Directors that provide for indemnities in the case of resignation, dismissal/termination without just cause, or if the employment ceases following a public offering. For further details, reference is made to the Remuneration Report available at www. piaggiogroup.com in the section Governance - Shareholders' Meeting.
With reference to additional information as of Article 123-bis of the Consolidated Law on Finance, reference is made to subsequent sections of this Report, as indicated below:
– For information on the appointment and replacement of directors (Article 123-bis, paragraph 1 lit. l), part one), see section 5.1;
The Issuer has adopted the Corporate Governance Code which is available to the public on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it). It should be noted that, as of 1 January 2021, Piaggio adheres to the new edition of the Code of Corporate Governance, available on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it), and that therefore - except where otherwise indicated in this Report it will inform the market of its adherence to the Code of Corporate Governance in the report on corporate governance and ownership structure for the year 2021 to be published in 2022.
Neither the Issuer nor strategically important subsidiaries are subject to non-Italian legal provisions affecting their corporate governance structure.
The Issuer is subject to the management and co-ordination of IMMSI S.p.A. as per Articles 2497 et seq. of the Civil Code. This activity is conducted with the methods indicated in the appropriate section of the Report on Operations.
The provisions of the Issuer's Articles of Association governing the composition and appointment of the Board (Article 12) were most recently amended by a resolution of the Issuer's Board of Directors on 28 January 2021, drafted by public deed and adopted pursuant to the provisions of Article 2365 of the Italian Civil Code and Article 17 of the Articles of Association, in order to align them with the rules on gender balance as regards the composition of the Board of Directors pursuant to Article 147-ter, paragraph 1-ter of the Consolidated Law on Finance, as most recently amended by Law 160/2019, as well as the new text of Article 144-undecies.1 of the Issuers' Regulations 1 .
This paragraph therefore describes the mechanism for appointing the members of the Board as envisaged in the provisions of the Articles of Association currently in force.
The Company is governed by a Board of Directors composed of a number of members not less than 7 (seven) and not more than 15 (fifteen). The Shareholders' Meeting is required to determine, at the time of their appointment, the number of Board members within the aforementioned limits, as well as their term of office that may not exceed three financial years, whereafter their appointment expires as at the date of the Shareholders' Meeting called to approve the Financial Statements for the last financial year of their office. Board directors may be re-elected.
Pursuant to Article 12 paragraph 2 of the Articles of Association, persons who have not gained at least three years experience in the following may not be appointed as directors of the Company or, if appointed, shall be disqualified:
Pursuant to art. 12.3 of the Articles of Association of the Issuer, Directors are appointed by the ordinary Shareholders' Meeting, in accordance with the pro tempore rules in force at any time concerning the balance between genders, based on the lists submitted by Shareholders in which candidates are listed with a sequential number.
Each shareholder, as well as shareholders who have entered into a significant shareholder agreement pursuant to art. 122 of the Consolidated Finance Act, as well as the parent company, its subsidiaries and joint ventures pursuant to art. 93 of the Consolidated Finance Act, cannot present or take part in presenting more than one list, either by proxy or through trust companies, nor can they vote on different list. The endorsements and votes cast in breach of such prohibition shall not be assigned to any list.
Only those shareholders who, alone or as a group, represent at least 2.5% (two point five percent) of the share capital, or another percentage established by legal or regulatory provisions, may nominate candidates on slates. By executive resolution of the Head of Corporate Governance no. 44 of 29 January 2021, Consob set the relative share capital threshold required to nominate candidates on lists for election to the Governance bodies of Issuers at 2.5% (two point five per cent). The lists of candidates for the office of Director must be filed by Shareholders at the registered offices, without prejudice to any additional forms of advertising and filing procedures prescribed by regulatory provisions in force at any time, at least 25 (twenty-five) days before the date set for the Shareholders' Meeting in first call; for the purposes of submission of the list, ownership of the shareholding required is determined having regard to the shares registered in the name of the shareholder on the date on which the lists are filed with the Issuer; certification of the same can also be submitted subsequent to filing the list, provided that this takes place within the deadline for the publication of such lists.
1 Paragraph 1-ter, of Article 147-ter, of the Consolidated Law on Finance in force at the date of this Report states, inter alia, that "the least represented gender must account for at least two-fifths of the elected directors. This rule shall apply for six consecutive terms." Furthermore, pursuant to Article 144-undecies.1, paragraph 3, of the Issuers' Regulations, as last amended by Consob Resolution 21359 of 13 May 2020, "when the application of
the gender distribution rule does not result in a whole number of members of the management or control bodies belonging to the least represented gender, such number shall be rounded up to the next higher whole unit, with the exception of corporate bodies made up of three members where it will be rounded down to the next lower whole unit."
Pursuant to article 12.3 of the Issuer's Articles of Association, as last amended by the BoD resolution of 28 January 2021, each list may contain a number of candidates up to the maximum number of members of the Board of Directors and, among these, at least one candidate meeting the independence requirements set out in Article 12.2 of the Articles of Association.
Lists that have a number of candidates greater than or equal to three must be composed of candidates belonging to both genders, in accordance with the current applicable regulations on gender balance.
If minority lists are presented, 1 (one) Director is appointed from these lists, as described below.
The appointment mechanism adopted for choosing candidates nominated in different slates is as follows:
If the minority list at point b) did not obtain a percentage of votes equal to at least half of the required percentage, pursuant to what has been stated above, for the purpose of presenting the very same list, all the Directors to be appointed will be selected from the list at point a).
Should the appointment not be ensured, with candidates elected with the above indicated methods, of a number of directors having the requisites of independence equal to the minimum number established by the law in relation to the overall number of the directors, the non-independent candidate elected last in progressive order from the list that had the highest number of shareholders' votes, mentioned in a) above, shall be substituted by the independent candidate not elected from the same list in accordance with the progressive order, or, in default, by the first independent candidate in accordance with the progressive order not elected from other lists, in accordance with the number of votes each obtained. Such substitution procedure shall take place until the Board is composed of the number of members having the requisites mentioned in Article 148 paragraph 3 of the Consolidated Law on Finance at least equal to the minimum prescribed by the law. Finally, should said procedure not ensure the last result indicated, the substitution shall take place by a resolution passed by a relative majority at a shareholders' meeting, subject to presentation of candidatures of persons having the above mentioned requisites.
If, in addition, with the candidates elected in the manner described above, a composition of the Board of Directors compliant with current legislation in force concerning the balance between genders is not ensured, the candidate of the more represented gender elected as last in the sequential order in the list that received the most votes shall be replaced by the first candidate of the less represented gender not elected from the same list according to the sequential order. This replacement procedure is repeated until a composition of the Board of Directors compliant with current legislation in force concerning the balance between genders has been ensured. If the aforementioned procedure does not ensure the last result indicated above, the replacement will take place by resolution passed by the Shareholders' Meeting by relative majority subject to the presentation of candidates belonging to the less represented gender.
If only one or no list is presented, the Shareholders' Meeting shall resolve according to the legally prescribed majorities, disregarding the above procedure but without prejudice to the provisions of the second paragraph of Article 12 of the Articles of Association and in compliance with pro tempore legislation in force at any time concerning the balance between genders.
If during a term of office one or more directors leave the Board, they may be replaced in accordance with Article 2386 of the Civil Code as specified below, providing that the majority of the Board consists of directors appointed by the shareholders:
In either case, the Board and the Shareholders' Meeting are to ensure that only candidates eligible for election under laws in force, the Articles of Association and other applicable provisions are appointed as Directors, also with regard to the regulations in force at any time concerning the balance between genders.
If a majority of the directors appointed by the shareholders leave office, the entire Board of Directors will be required to resign and a Shareholders' Meeting called by the remaining directors for the appointment of a new Board.
For further information on the above provisions, reference should be made to the Articles of Association published on the company's website www.piaggiogroup.com under the section "Governance/Documents and procedures" and on the authorised storage system, "eMarket Storage", which can be viewed at .
The Board has not adopted a plan for the succession of executive directors, taking into account the Issuer's current shareholding structure and organisational structure.
The Board comprising 9 (nine) members – of which 5 (five) independent – was appointed by the Ordinary Shareholders' Meeting on 16 April 2018, based on 2 lists of candidates submitted, respectively, by the majority shareholder IMMSI SpA and a group of investors in total representing 3.94% of the share capital, in accordance with art. 12.3 of the articles of association. In this regard, the list submitted by the majority shareholder was voted by 71.08% of the share capital represented at the Shareholders' Meeting, while the list submitted by the group of investors was voted by 28.78% of the share capital.
Directors in office are indicated in the table.
The Board and its current members will remain in office until the date of the Shareholders' Meeting convened to approve the Financial Statements for the year ended 31 December 2020.
For further information on the candidates and lists filed for appointment of the administrative body, reference is made to the Issuer's corporate website www.piaggiogroup.com and the section "Governance - Shareholders' Meeting", which include the curricula vitae of Board Directors including their professional profiles, where available.
| NAME | POSITION YEAR OF | BIRTH | IN OFFICE FROM |
IN OFFICE UNTIL |
LIST M/m |
EXEC. NON EXEC. |
INDEP. | INDEP. CON SOLI DATED LAW ON FINANCE |
PARTIC IPATION IN BOARD MEET INGS |
OTHER POSITIONS |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Roberto Colaninno |
Chairman Chief Executive Officer |
1943 | 16/04/2018 First appointment: 23/10/2003 |
Approval of the financial statements as of 31.12.2020 |
M | X | 6/6 | 6 | |||
| Matteo Colaninno |
Deputy Chairman |
1970 | 16/04/2018 First appointment: 23/10/2003 |
Approval of the financial statements as of 31.12.2020 |
M | X | 6/6 | 3 | |||
| Michele Colaninno |
Director | 1976 | 16/04/2018 First appointment: 28/08/2006 |
Approval of the financial statements as of 31.12.2020 |
M | X | 6/6 | 10 | |||
| Patrizia Albano | Director | 1953 | 16/04/2018 First appointment: 16/04/2018 |
Approval of the financial statements as of 31.12.2020 |
M | X | X | X | 6/6 | 4 | |
| Graziano Gianmichele Visentin |
Director | 1950 | 16/04/2018 First appointment: 13/04/2015 |
Approval of the financial statements as of 31.12.2020 |
M | X | X | X | 5/6 | 11 | |
| Maria Chiara Carrozza |
Director | 1965 | 16/04/2018 First appointment: 13/04/2015 |
Approval of the financial statements as of 31.12.2020 |
M | X | X | X | 6/6 | 0 | |
| Giuseppe Tesauro |
Director | 1942 | 16/04/2018 First appointment: 13/04/2015 |
Approval of the financial statements as of 31.12.2020 |
M | X | X | X | 3/6 | 0 | |
| Andrea Formica | Director | 1961 | 16/04/2018 First appointment: 13/04/2015 |
Approval of the financial statements as of 31.12.2020 |
m | X | X | X | 6/6 | 0 | |
| Federica Savasi | Director | 1975 | 16/04/2018 First appointment: 13/04/2015 |
Approval of the financial statements as of 31.12.2020 |
M | X | 6/6 | 1 |
M/m slate: indicates whether the Director was drawn from the slate attracting a majority (M) or minority (m) of votes.
Exec.: indicates if the Director can be classified as an executive.
Non-exec.: indicates if the Director can be classified as non-executive.
Indep.: indicates if the Director can be classified as independent in accordance with the criteria established by the Code.
Indep. Consolidated Law on Finance: indicates if the Director has the independence requisites established by Article 148, subsection 3 of the Consolidated Law on Finance (Article 144-decies, of the Consob Regulation on Issuers).
Participation in Board meetings: indicates participation of the Director in Board meetings (indicates the number of meetings attended by the Director compared to the total number of meetings held during the year or after taking office).
Other offices: indicates the overall number of offices held in other companies of the Group to which the Issuer belongs, in companies listed on regulated markets (even abroad) or companies of significant dimensions at 31 December 2020.
As regards company policies on diversity concerning the composition of the Board of Directors (at the end of the financial year and the date of this report), in terms of age, gender balance, training and professional background (Article 123-bis, letter d-bisTUF) of the Consolidated Law on Finance), the Board of Directors in office until 16 April 2018 included some information for shareholders, also pursuant to criterion 1.C.1., letter h) of the Corporate Governance Code, regarding diversity in the
composition of the Company's boards, in reports prepared pursuant to Article 125-ter of the Consolidated Law on Finance regarding the appointment of the Board of Directors and Board of Statutory Auditors by the Shareholders' Meeting convened to approve the Financial Statements for the year ended 31 December 2017.
As regards the composition of the Board of Directors in office: (i) the Board of Directors of the company comprises 3 directors of the least represented gender, in compliance with laws on gender balance in force at the end of the financial year (the new regulatory provision will be applied from the next renewal of the Board of Directors); (ii) Board members vary in age, from 46 to 79 years; (iii) the educational and professional backgrounds of the directors ensure a balanced combination of member profiles and experiences within the administrative body, with members selected in order to ensure that all functions thereof are executed correctly.
Moreover, in the explanatory report prepared pursuant to article 125-ter of the Consolidated Law on Finance, relating to the appointment of the Board of Directors by the Shareholders' Meeting called to approve the financial statements as of 31 December 2020, the Board of Directors in office as of the date of this Report has also set out its guidelines on the quantitative and qualitative composition its deems to be optimal (also in compliance with Recommendation 23 of the Corporate Governance Code, albeit aimed at companies other than those with concentrated ownership, such as Piaggio) and some guidelines for shareholders regarding diversity in the composition of the management body (also in line with Principle VII and Recommendation 8 of the Corporate Governance Code).
For further information, reference is made to the reports published on the Issuer's corporate website www.piaggiogroup.com in the section "Governance - Shareholders' Meeting".
| NAME | POSITION | A.C. | PARTICIPATION A.C. |
R.C. | PARTICIPATION R.C. |
C.R.C. | PARTICIPATION C.R.C.: |
|---|---|---|---|---|---|---|---|
| Giuseppe Tesauro | Director | P | 0/0 | P | 1/1 | M | 3/9 |
| Andrea Formica | Director | M | 1/1 | M | 9/9 | ||
| Graziano Gianmichele Visentin | Director | M | 0/0 | M | 1/1 | P | 7/9 |
| Maria Chiara Carrozza | Director | M | 0/0 |
A.C.: Indicates the Appointment Proposal Committee C/M indicates whether the director is chairman or member of the Appointment Proposal Committee. Participation A.C. indicates participation of the Director in Appointment Proposal Committee meetings (indicates the number of meetings attended by the Director
compared to the total number of meetings held during the year or after taking office).
R.C: indicates the Remuneration Committee; C/M indicates whether the director is chairman/member of the Remuneration Committee. Participation R.C. indicates participation of the Director in Remuneration Committee meetings (indicates the number of meetings attended by the Director compared to the total number of meetings held during the year or after taking office).
C.R.C.: indicates the Internal Control and Risk Management Committee; C/M indicates whether the director is chairman/member of the Internal Control and Risk Management Committee.
Participation C.R.C.: indicates participation of the Director in the Internal Control and Risk Management Committee meetings (indicates the number of meetings attended by the Director compared to the total number of meetings held during the year or after taking office).
The Board also meets the requirements of Article 16, paragraph 1, letter d), of the Consob Regulations on Markets that establish - for companies subject to the management and coordination of another Italian company listed on regulated markets - the requirement of a Board to have a majority of members consisting of independent Directors pursuant to the above Regulations.
There were no changes in the composition of the Board after the financial year-end.
The Board has not considered the definition of general criteria regarding the maximum number of appointments for administration and control in other companies that can be considered compatible with an effective conduct of the role of director of the Issuer, it being understood that each director must evaluate the compatibility of the offices of director and statutory auditor held in other companies listed on regulated markets or those of significant dimensions, with the diligent conduct of the duties assumed as a director of the Issuer.
During the meeting held on 2 March 2021, the Board, based on the outcome of the verification of offices presently held by its Directors in other stock companies, considered that the number and standing of the offices held do not interfere and are therefore compatible with an effective conduct of the office of Director of the Issuer.
With reference to the offices assumed by the Issuer's Directors in the Parent Company IMMSI S.p.A., the majority of the Issuer's Board members do not hold administrative and management appointments in IMMSI S.p.A. and in the group of which it is parent company.
The list of the companies in which each director holds management or control appointments as of December, indicating whether the company in which they hold the appointment forms part or not of the Group of which the Issuer is parent company or forms a part.
Positions held by directors in office as of 31st December 2020:
| FULL NAME | COMPANY | MANAGEMENT AND CONTROL POSITIONS HELD IN PUBLIC COMPANIES |
|---|---|---|
| Omniaholding S.p.A.* | Chairman of the Board of Directors | |
| Omniainvest S.p.A.* | Chairman of the Board of Directors | |
| IMMSI S.p.A.* | Chairman of the Board of Directors | |
| Roberto Colaninno | Piaggio Fast Forward Inc.* | Director |
| RCN Finanziaria S.p.A.* | Director | |
| Intermarine S.p.A. * | Director | |
| Omniaholding S.p.A.* | Deputy Chairman and Chief Executive Officer | |
| Matteo Colaninno | Omniainvest S.p.A.* | Director |
| IMMSI S.p.A.* | Director | |
| Ominiaholding S.p.A.* | Chief Executive Officer | |
| Ominiainvest S.p.A.* | Chief Executive Officer | |
| IMMSI S.p.A.* | Chief Executive Officer and General Manager | |
| ISM Investimenti S.p.A.* | Chairman of the Board of Directors | |
| Piaggio Fast Forward Inc.* | Chairman of the Board of Directors | |
| Michele Colaninno | ACEM (Association des Constructeurs Européens de Motocycles)acem |
Deputy Chairman |
| RCN Finanziaria S.p.A.* | Director | |
| Intermarine S.p.A.* | Director | |
| Is Molas S.p.A.* | Director | |
| IMMSI Audit S.c. a r.l. * | Director | |
| 21 Investimenti SRG S.p.A. | Director | |
| Air One S.p.A. | Statutory Auditor | |
| Centomilacandele Scpa in liquidazione | Statutory Auditor | |
| Coima SGR S.p.A. | Statutory Auditor | |
| Compagnia Aerea Italiana S.p.A. | Statutory Auditor | |
| Graziano Gianmichele Visentin | Eurostazioni S.p.A. | Statutory Auditor |
| H – Farm S.p.A. | Statutory Auditor | |
| Ricerca 12 S.p.A. | Statutory Auditor | |
| Ricerca Finanziaria S.p.A. | Statutory Auditor | |
| PLC S.p.A. | Director | |
| Whirpool Italia S.r.L. | Sole statutory auditor | |
| Giuseppe Tesauro | ||
| Artemide Group S.p.A. | Mayor | |
| Artemide S.p.a. | Mayor | |
| Patrizia Albano | Artemide Italia S.r.l. | Chairman of the Board of Statutory Auditors |
| Fineco Bank S.p.A. | Director | |
| Edison S.p.A. | Alternate auditor | |
| FiocchiMunizioni S.p.A. | Chairman of the Supervisory Body | |
| Maria Chiara Carrozza | ||
| Andrea Formica | Nuovo Tridente s.r.l. | Director |
| Federica Savasi | Is Molas S.p.A.* | Director |
* The company belongs to the same Group as the Issuer.
The type of board disclosure allows Directors to have adequate knowledge of the sector in which the Issuer operators, of corporate dynamics and their developments, as well as the regulatory and self-regulatory reference framework.
The Chairman and Chief Executive Officer of the company has also ensured, also through the meeting with the top management of the company and the Directors, that the latter obtained detailed information and explanations on the activities and projects of the group controlled by the Issuer, as well as on the regulatory and self-regulatory reference framework.
In particular, during the year, directors and auditors were able to further their knowledge of the automotive sector by taking part in board meetings where issues relating to company dynamics and developments were discussed, and where investments were approved. During the year, the directors and statutory auditors had the opportunity to learn more about the main innovations introduced by (i) the new Corporate Governance Code, and (ii) Consob Resolutions 21623 and 21624 of 10 December 2020, respectively, to the Issuers' Regulations, as well as to the Consob Related Parties Regulations and the Consob Markets Regulations, in order to transpose, also in secondary legislation, the contents of EU Directive 2017/828, ("Shareholders' Rights Directive 2"), which amends Directive 2007/36/EC with regard to encouraging long-term shareholder commitment (the consolidated text of Directive 2007/36/EC is hereinafter referred to as the "SHRD").
Moreover, in the current 2021 financial year, the directors and statutory auditors had the opportunity to deepen their knowledge of the reference legal, regulatory and self-regulatory framework by participating in the Board of Directors' meeting of 2 March 2021 in which, following the necessary clarifications on the new remuneration issues introduced by the aforementioned Consob Resolution 21623/2020 on remuneration, the Board amended the Remuneration Policy (illustrated in Section I of the Remuneration Report).
In accordance with Article 13 of the Articles of Association, the Board of Directors is required to elect a chairman from its members, where no such appointment is made by the shareholders. The Board may also elect one or more deputy chairmen, and appoints a Secretary, who may also be a non-member of the Board.
Pursuant to Article 17.4 of the Articles of Association, the Board of Directors may delegate its powers and capacities to an executive committee, within the limits contemplated by law and the Articles of Association. The Board may also delegate, within those same limits, some of its powers and capacities to the Chairman and/or other members, and may appoint and delegate powers and capacities to one or more Chief Executive Officers.
Pursuant to Recommendation 11 of the Corporate Governance Code, the Board of Directors, at its meeting of 2 March 2021, approved the adoption of its own internal regulations to govern the functioning of the Board of Directors, including the procedures for recording the minutes of meetings and the procedures for managing information flows to directors, in addition to the provisions of the Articles of Association and the provisions of the law and regulations (hereinafter, the "BoD Regulations").
With reference to the procedures for convening, conducting and recording minutes of Board meetings, art. 14, paragraphs 1 and 2 of the Articles of Association and the BoD Regulations provide that the Board is convened by the Chairman - or by the person acting on his behalf - by letter sent, including by fax or other suitable means of communication, to the domicile of each Director and Statutory Auditor, at least 3 (three) days before the date set for the meeting. In urgent circumstances, Board meetings may be called by telegram, fax, electronic mail or other electronic means at least twenty-four hours before the meeting date.
In the event of failure to formally convene a meeting, the meetings of the Board shall be considered validly constituted when all the members of the Board of Directors and the Board of Statutory Auditors are present. Board meetings are chaired by the Chairman or, in his absence or disability, by the deputy chairman or, where two or more deputy chairmen are appointed, by the longest serving deputy chairman or, where their length of service is equivalent, by the most senior of the deputy chairmen, in terms of age.
Pursuant to Article 14.4 of the Articles of Association and BoD Regulations, Board meetings are held at the registered office of the company or at another venue, provided it is located in Italy. Meetings may be called whenever deemed necessary by the Chairman, or person acting on his behalf in accordance with the Articles of Association, or when requested by the Chief Executive Officer, if appointed, or by at least three Board members, without prejudice to the power to call Board meetings granted to other parties in accordance with law. Attendees may participate in Board of Directors' meetings remotely via the use of audiovisual links (video or teleconferencing). In this case, each of the participants must be identifiable, and each assured the possibility of speaking and voicing their views in real time and of receiving, transmitting and viewing any documentation not provided in advance; It must also be assured that examinations, addresses and decision-making are conducted live, without delays. The Directors and Statutory Auditors connected by a long-distance network must be able to avail of the same documentation distributed to those attending the meeting at the official meeting venue. The meeting of the Board of Directors is deemed to have been held at the place where the Chairman and the Secretary are located and must work jointly.
Pursuant to Article 15 of the Articles of Association and the BoD Regulations, a majority of serving Board members is required at meetings for any decisions taken by the Board of Directors to be valid. Resolutions are passed with the majority of the voting members, excluding any abstainers. In the case of a tie, the vote of the person chairing the meeting prevails. In accordance with the provisions of the BoD Regulations, the resolutions of the Board of Directors must be recorded in minutes transcribed in a special book, signed by the Chairman of the meeting and the Secretary of the meeting
The BoD Regulations also regulate the procedures for appointing the Secretary of the Board of Directors, defining their professional requirements and powers in compliance with Recommendation 18 of the Corporate Governance Code.
The BoD Regulations also govern the management of pre-meeting information, a description of which is provided in section 5.4 below.
During the year, 6 (six) Board meetings were held.
Specifically, the Board of Directors met on the following dates: 24 February 2020, 26 February 2020, 8 May 2020, 23 June 2020, 27 July 2020, 30 October 2020.
The Board meetings lasted on average 2 (two) hours.
At least 4 (four) Board meetings are planned for the current year in addition to those already held on 28 January 2021 (approval of the budget), 25 February 2021 (Impairment test) as well as that of 2 March 2021 (approval of the draft financial statements and consolidated financial statements as at 31 December 2020). In addition, the Calendar of main corporate events in 2021 (already notified to the market and to Borsa Italiana S.p.A. on 29 January 2021, according to regulatory requirements) have been scheduled to include 3 (three) meetings on the following dates:
– 30 April 2021 – approval of the Interim Report on Operations as of 31 March 2021;
– 30 July 2021 – approval of the Half-Year Financial Report as of 30 June 2021;
– 29 October 2021 – approval of the Interim Report on Operations as of 30 September 2021.
To ensure the continuity and regularity of disclosure of information to the financial community, the company has voluntarily decided to continue to publish quarterly information and – until otherwise decided – will adopt the communication policy described in detail in the press release of 15 December 2016, available on the Issuer's corporate website www.piaggiogroup.com and on the "eMarket storage" system, which can be viewed at www.emarketstorage. com.
The Calendar of corporate events 2021 is available in Italian and English, on the corporate website of the Issuer www. piaggiogroup.com, in the section "Investors - Financial Calendar" as well as at the authorised storage mechanism called "eMarket Storage" available at the website .
According to the BoD Regulations, the Chairman of the Board of Directors is responsible for ensuring that sufficient information is provided to all directors on the business tabled in the meeting agenda. In particular this information is provided in a suitable way, so as to enable Directors to make informed decisions on the matters submitted to them, with
draft documents requiring approval provided well in advance, excepting cases of demonstrated urgency. In particular, the Issuer will usually send the most relevant material at least 48 (forty-eight) hours in advance of the board meeting. This time-frame is considered appropriate by all Directors and has normally been observed.
If the Chairman, or whoever is taking their place, deems it appropriate in relation to subject and the resolution in question, informative documentation may be provided directly during the meeting, giving prior notice to the members of the Board of Directors within 48 (forty-eight) hours. In addition, the Chairman, with the support of the Secretary, ensures that adequate and timely information is provided during the Board meeting and the supporting documentation distributed to the Directors and Auditors is kept in the Board's files.
The Chairman of the Board of Directors ensures that sufficient time is allocated to discuss items on the agenda, so that all board directors may intervene, guaranteeing constructive debate during board meetings.
Board meetings were attended by executives of the Issuer and of the group of which the Issuer is the parent company, to report on items on the agenda.
The Board has a central role in connection with corporate organisation and is responsible for the functions and strategic guidelines, as well as the verification of the existence of the necessary controls to monitor the performance of the Issuer and Group companies of which it is the parent company.
Under Article 17.1 of the Articles of Association and the BoD Regulations, the Board is vested with wide-ranging powers for the management of the company and for this purpose can approve or execute all the actions that it considers necessary or expedient in the pursuit of the objects of the company, with the exception of the powers reserved by law and the by the Articles of Association to the shareholders.
Alongside the powers vested in the Board of Directors by law and by the Articles of Association, the following are also reserved jointly to the Board:
As part of its remit, the Board monitors the adequacy of the organisational, administrative and general accounting structure of the Issuer and of subsidiaries considered to be of strategic importance, on at least a quarterly basis, with particular focus to the internal control and risk management system.
The Board of Directors: (i) guides the Company, pursuing its sustainable success; (ii) defines the strategies of the Company and its group, monitoring their implementation; (iii) defines the corporate governance system that is most suitable for carrying out the company's business activities and pursuing its strategies, taking into account the scope for autonomy offered by the legal system, and, if necessary, assesses and enacts the appropriate changes, submitting them, where appropriate, to the Shareholders' Meeting; (iv) promotes appropriate dialogue with shareholders and other stakeholders relevant to the Company.
Specifically, the Board of Directors (a) examines and approves the strategic, business and financial plans of the Issuer and of the group headed by it, periodically monitoring implementation. (b) examines and approves the business plan of the Company and of the Group it is part of, including by analysing issues relevant to the generation of long-term
value; (c) periodically monitors the implementation of the business plan and assesses general operating performance, periodically comparing the results achieved with those planned; (d) defines the nature and level of risk compatible with the Company's strategic objectives, including in its evaluations all elements that may be relevant to the Company's sustainable success; (e) defines the Company's corporate governance system and the structure of the Group it heads, and assesses the adequacy of the organisational, administrative and general accounting structure of the Company and of subsidiaries considered to be of strategic importance, with particular focus to the internal control and risk management system. (f) decides on transactions by the Company and its subsidiaries that have strategic, earnings, financial or cash-flow implications for the Company; (g) adopts internal procedures – including those concerning market abuse (Regulation (EU) No. 596/2014, so-called Market Abuse Regulation) – on the proposal of the Chairman, in agreement with the Chief Executive Officer (if different from the Chairman).
As regards the management of conflicts of interest and operations with related parties of the Issuer and the group of which the Issuer is parent, reference is made to section 13 hereunder.
In addition, the Remuneration Policy (illustrated in Section I of the Remuneration Report) requires directors to abstain from voting when the Board of Directors passes resolutions concerning their own remuneration, without prejudice to the rules on related party transactions set out in the RPT Procedure (where applicable).
Pursuant to Article 2381 of the Civil Code and to application criterion 1.C.1. letter c) of the Code, and art. 1, Recommendation 1, letter (d) of the Corporate Governance Code, during the financial year, the Board evaluated the adequacy of the organisational, administrative and general accounting structure of the Issuer and of subsidiaries thereof considered to be of strategic importance, on at least a quarterly basis, with particular reference to the internal control and risk management system and the process for managing conflicts of interest, in accordance with the procedures adopted by the Issuer for this purpose. As part of these activities, the Board was assisted, as necessary, by the Internal Control and Risk Management Committee, the Internal Auditing Supervisor and the independent auditors IMMSI Audit S.c.a r.l, the Executive in Charge of Financial Reporting and the procedures and controls implemented also pursuant to Law 262/2005.
The Board also evaluated the general results of operations at least quarterly, taking into consideration the information received from the Chief Executive Officer, periodically comparing the results achieved with those programmed.
In accordance with the BoD Regulations, as well as Article 4, Principle XIV and Recommendation 21 of the Corporate Governance Code, the Board of Directors periodically assesses the effectiveness of its activities and the contribution made by its individual members, through formalised procedures whose implementation it oversees. To this end, it carries out its own evaluation of the size, composition and actual functioning of the Board itself and of the Board Committees (the "board review"), also considering the role that the Board has played in defining strategies and monitoring management performance, and the adequacy of the internal control and risk management system.
Moreover, pursuant to Application Criterion 1.C.1 lett. g) of the Code and the above-mentioned provisions of the Corporate Governance Code and the BoD Regulations, the Issuer's Board of Directors carried out an annual assessment on the basis of a questionnaire divided into various areas of inquiry (i.e. composition, structure, size and function of the Board, interaction with management, risk governance, composition and structure of committees etc.), with the possibility to make comments and suggestions; this questionnaire was sent to and completed by all Directors, and examined by the Board on 2 March 2021. In light of the results of this assessment, the Board deemed the administrative body to be capable of performing the functions allocated to it by current legislation, maintaining that the size, composition and function of the Board itself and the committees thereof are able to meet the management and organisational requirements of the Issuer. The professional characteristics and experience (including managerial experience) and length of service of its members were also taken into account, as well as the presence of 8 (eight) non-executive directors, of which five (5) independent non-executive directors out of a total of 9 (nine) members. The foregoing are also responsible for ensuring that the composition of the Board's Committees is fit for purpose. In addition, the Directors considered that the composition of the Board of Directors reflects adequate diversity profiles with regard to aspects such as age, gender composition and training and professional background.
The Shareholders' Meeting has not authorised exceptions to the ban on competition contemplated in Article 2390 of the Civil Code.
The Issuer's Chairman, Roberto Colaninno, also holds the office of Chief Executive Officer.
The Chairman and Chief Executive Officer was granted all powers of ordinary and extraordinary administration, with the exclusion of powers reserved by law or by the articles of association, as well as by the Board resolution of 16 April 2018, to the formal authority of the administrative body (see 5.3 and 5.4 above).
The Board of Directors granted the following powers to Michele Colaninno:
The Chairman of the Board:
As regards the Chairman and Chief Executive Officer, interlocking directorate status, pursuant to criterion 2.C.6 of the Code, does not apply.
The Chairman has the powers of management indicated above as he also holds the position of Chief Executive Officer. Under the Articles of Association, the Chairman of the Board of Directors is vested with the power and capacity to chair Shareholders' Meetings (Article 9), to call Board meetings (Article 14), to represent the company legally before third parties and at law, and to act as signatory for the company (Article 23).
The Chairman also plays a liaison role between the executive and non-executive directors and ensures the effective functioning of the Board proceedings and, with the assistance of the Secretary, performs the functions set out in Recommendation 12 of the Corporate Governance Code and the functions assigned to him by the BoD Regulations. The Deputy Chairman, Matteo Colaninno, is responsible for substituting the Chairman in his capacities, as required.
The Board of the Issuer has not established an Internal Executive Committee.
During the financial year, the Chief Executive Officer reported to the Board and to the Board of Statutory Auditors on the exercise of the powers and capacities delegated to him in a timely and adequate fashion, at least every three months, and in such a way as to enable Directors to make informed decisions on the matters submitted to them.
There are no other executive directors aside from Roberto Colaninno and Michele Colaninno.
The Board of Directors comprises a majority of independent, non-executive Directors who, by their number and authority, are such that they ensure their opinion has a significant weight on the Issuer's board decisions. The nonexecutive and independent directors bring their specific competencies to board discussions, contributing to the making of decisions that conform to corporate interests. Please also note that, in order to exclude the potential risks limiting the Issuer's management autonomy, which could lead, in particular, to an overlapping of the administrative bodies of the Issuer and the parent company IMMSI S.p.A.: (a) in the Issuer's Board currently in office there are 2 (two) non-executive directors - Matteo Colaninno and Federica Savasi and 5 (five) independent non-executive directors - Giuseppe Tesauro, Graziano Gianmichele Visentin, Maria Grazia Carrozza, Patrizia Albano and Andrea Formica; (b) the majority of the members of the Issuer's Board does not hold administrative and management positions in IMMSI S.p.A.. and the group in which it is the parent company.
Compliance with the independence requirements referred to in Article 148, paragraph 3, letters b) and c) of the Consolidated Law on Finance, Article 16, paragraph 1, letter d) of the Consob Market Regulations (which correspond to the former Article 37, paragraph 1, letter d) of the Consob Market Regulations) and Article 3 of the Code of Independent Directors currently in office was verified in the meeting of the Board of Directors held on 16 April 2018 following the appointment by the Ordinary Shareholders' Meeting of the Directors currently in office (the market was notified on the same date), and, most recently, during the meeting of the Board of Directors of 2 March 2021, on the basis of the declarations of independence made in January 2021. A positive assessment was expressed with regard to the composition of the Board of Directors, which is made up of a majority of independent directors, as required by the relevant regulations and bearing in mind the independence requirements now contained in Recommendation 7 of the Corporate Governance Code.
In this composition, the Board also meets the requirements of Article 16, paragraph 1, letter d), of Consob Regulations on Markets that establish, for companies subject to the management and coordination of another Italian company listed on regulated markets, the requirement of a Board to have a majority of members consisting of independent Directors pursuant to the above Regulations.
In particular, it was verified that each of the independent Directors:
1.2 is not connected to the Issuer or its subsidiaries or parent companies or companies subject to joint control or the directors of the Issuer and the entities referred to in paragraph 1.1. by relationships of self-employment, employment or other relationships of an economic or professional nature that might compromise their independence;
1.3 is not a significant shareholder 2 of the Issuer,
In accordance with the declarations of independence made by the Independent Directors, they have committed to maintain their independence for the duration of their term of office, and to promptly inform the Board of Directors of any situations that may affect such status. Pursuant to Article 12, paragraph 2 of the Articles of Association of the Issuer, if a Director no longer qualifies for independent status as required by Article 148, paragraph 3 of the Consolidated Law on Finance, the Director will remain in office if the minimum number of Directors indicated by law still have independent status.
At the meeting held most recently on 23 February 2021, the Board of Statutory Auditors verified the proper application of the assessment criteria and procedures adopted by the Board to evaluate the independence of its members; the results of this inspection will be detailed in the Statutory Auditor's report, pursuant to Article 153 of Consolidated Law on Finance.
During the Financial Year, the Independent Directors met on 27 July 2020 and, within the scope of the powers and prerogatives assigned to them, discussed, among other things, the results of the Half-Yearly Financial Report.
2 The Corporate Governance Code states that "significant shareholder" means: "the person or entity who directly or indirectly (through subsidiaries, trustees or intermediaries) controls the company or is able to exercise significant influence over it or who participates, directly or indirectly, in a shareholders' agreement through which one or more persons exercise control or significant influence over the company."
3 Under the Corporate Governance Code, "executive directors" are defined as: "the chairman of the company or of a subsidiary with strategic importance, when they are delegated powers for the management or elaboration of company strategies; directors who have been delegated management powers and/or hold managerial positions in the company or in a subsidiary with strategic importance, or in the parent company when the position also affects the company; directors who are members of the company's executive committee and, in companies that adopt the two-tier model, directors who are members of the body entrusted with management duties (for Italian companies that adopt the two-tier model, the members of the management board)".
4 For the purposes of the Corporate Governance Code, "top management" means: "[the] senior executives who are not members of the board and have the power and responsibility for planning, directing and controlling the activities of the company and its parent group."
The Board has designated the non-executive independent director Giuseppe Tesauro as Lead Independent Director pursuant to the Code, so that he may represent a point of reference for the independent and non-executive directors and coordinate the petitions and requests submitted by these individuals, as well as working with the Chairman in order to ensure that all directors receive complete and timely information, including by organising specific induction activities. In addition, the Lead Independent Director coordinates meetings of the independent directors only and has the authority to convene meetings to discuss issues deemed of interest with respect to the operation of the Board of Directors or the management of the Company. The Lead Independent Director, Giuseppe Tesauro, independent director in possession of the necessary competence on legal, accounting and finance matters, also holds the position of Chairman of the Remuneration Committee, of the Appointment Proposal Committee and of the Committee for Transactions with Related Parties.
During 2016, in order comply with the new EU provisions on market abuse (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014, the so-called Market Abuse Regulation ("MAR") and relative European Commission implementing standards), and in order to monitor access to and circulation of inside information before it is disseminated to the public, to ensure compliance with the confidentiality requirements provided by the laws and regulations in force, and to govern the internal management and external disclosure of this information, the company adopted the "Procedure for the Disclosure of Inside Information", the "Procedure for Management of the Insiders List" and the "Procedure for Meeting Insider Trading Obligations", with effect from 3 July 2016.
On 26 February 2018, the Board amended: (i) the "Procedure for the Disclosure of Inside Information" and the "Procedure for the Management of the Insiders List", in order to take account, inter alia, of the latest guidelines issued by the European Securities and Markets Authority, ESMA (including the Questions and Answers on the Market Abuse Regulation, last updated by ESMA), as well as the recommendations in the Guidelines no. 1/2017 on the "Management of Inside Information", as adopted by Consob on 13 October 2017; (ii) the "Procedure for Meeting Insider Trading Obligations", in order to ensure compliance, inter alia, with amendments made by Consob to the Consob Regulation on Issuers with Resolution no. 19925 of 22 March 2017.
These procedures are available on the Issuer's website www.piaggiogroup.com under the section "Governance - Market Abuse".
The Procedure was adopted by Piaggio & C. S.p.A. in compliance with the provisions of Article 17 MAR and the associated European Commission implementing standards. It governs the provisions and procedures relating to the internal management and external disclosure of inside information (as defined in art. 7 MAR) and Confidential information (as defined in the Procedure) concerning the Issuer and its subsidiaries.
In particular, inside information must be disclosed in apposite communications prepared jointly by the Legal & Corporate Affairs department, the External & Media Relations department and the Investor Relations department; the press release text must be submitted to the Chairman of the Board of Directors or the Chief Executive Officer, and if deemed advisable or necessary, to the Board of Directors, for final approval before certification and external disclosure. If the information contained therein refers to accounting data, the text must also be submitted to the executive in charge of financial reporting, pursuant to and for the purposes of Article 154-bis of the Consolidated Law on Finance. The purpose of the procedure is to ensure compliance with applicable legal and regulatory provisions and to guarantee the utmost confidentiality of inside information; Specifically, the Procedure is designed to ensure greater transparency with the market and adequate preventive measures against market abuse and, in particular, against insider trading.
Article 18 of the MAR and associated implementing standards of the European Commission regulations establish the obligation for "issuers, or persons acting on their behalf or for their account" to draw up, manage and update a register of persons who have access to inside information as defined in Article 7 MAR.
Pursuant to Article 7 MAR, inside information is "information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments".
The obligation to establish and maintain the register are aimed at encouraging operators to pay more attention to the value of inside information and, therefore, to stimulate the establishment of adequate internal procedures for monitoring their circulation prior to dissemination to the public.
The procedure governs the disclosure requirements for transactions involving financial instruments carried out by relevant persons, as identified in the same procedure, to ensure greater transparency with the market and adequate preventive measures against market abuse and, in particular, against insider trading.
The procedure was adopted by Piaggio & C. SpA in implementation of the regulations set forth in Article 19 MAR, supplemented by Articles 7 and following of Delegated Regulation (EU) 2016/522 of the European Commission of 17 December 2015 and Commission Implementing Regulation (EU) 2016/523 of 10 March 2016.
The Board of Directors has appointed an Appointment Proposal Committee, a Remuneration Committee, a Control and Risk Committee and a Related Party Transactions Committee from its members, as required by application criterion 4.C.1, point a) of the Code and Recommendation 16 of the Corporate Governance Code.
The Issuer has not established a committee that performs the functions of two or more committees required by the Corporate Governance Code, nor has established committees other than those required by the Code. Functions have not been "distributed" among the Committees differently than recommended by the Code nor have the functions of one or more committees required by the Code been reserved to the entire Board, coordinated by the Chairman.
In compliance with the Corporate Governance Code and in consideration of the list-based voting system in the Articles of Association for nominations to Administrative Body, the Board of Directors has established an internal Appointment Proposal Committee.
The Committee appointed by the Board of Directors on 16 April 2018 comprises non-executive directors, as required by Article 5.P.1 of the Code and Recommendation 20 of the Corporate Governance Code, and namely Giuseppe Tesauro (Chair), Maria Grazia Carrozza and Graziano Gianmichele Visentin.
The Appointment Proposal Committee has the duty of ensuring that the presentation procedure for lists set by the Articles of Association takes place correctly and transparently, in respect of applicable legislation and the Articles of Association. After it has checked the presentation procedure for lists, ensuring specifically that documents filed with the lists are complete and filing deadlines are met, the Committee arranges the formalities for presenting the lists to the General Shareholders' Meeting convened for the appointment of the Board of Directors or its members.
Pursuant to the application criterion 5.C.1 letters a) and b) of the Corporate Governance Code, the Appointment Proposal Committee also gives opinions to the Board, if and when necessary, on the size and composition of the committee or makes recommendations on the professional figures whose presence on the Board is deemed appropriate, and proposes to the Board candidates for directorships in cases of co-optation when independent directors need to be replaced.
In addition, pursuant to the BoD Regulations and Recommendation 19 of the Corporate Governance Code, the Committee assists the Board in the self-assessment process as well as the Chairman of the Board in ensuring the adequacy and transparency of the Board's self-assessment process.
The Committee did not meet during the year.
In the current 2021 financial year, as of the date of this Report, the Committee has already met on 2 March 2021 in order to give its opinion on the size and composition of the new Board, and on the professional positions considered appropriate for board members to hold. in addition, a further meeting is planned for the 2021 financial year to verify that the procedure for submitting the lists took place fairly and transparently, in accordance with legislation and the Articles of Association, in order to provide adequate support and guarantee of impartiality of the decisions that the Shareholders' Meeting was then called upon to adopt.
In carrying out its functions, the Appointment Proposal Committee was able to access and consult the corporate information and departments necessary to carry out its duties, and also use external consultants within the terms set by the Board.
No financial resources were allocated to the Appointment Proposal Committee as it uses the Issuer's corporate resources and facilities to perform duties.
In compliance with the Code, the company's Board of Directors has established a Remuneration Committee from its members.
The Remuneration Committee appointed by the Board on 16 April 2018 and in office at the date of this Report, consists of three independent non-executive directors - Giuseppe Tesauro, acting as Chairman, Andrea Formica and Graziano Gianmichele Visentin. All Committee members have experience in finance and remuneration policies considered suitable by the Board at the time of appointment.
Pursuant to application criterion 6.C.6. and Recommendation 26 of the Corporate Governance Code, no Director participates in meetings of the Remuneration Committee in which proposals are formulated to the Board of Directors regarding his/her remuneration
The Remuneration Committee, besides making proposals on the remuneration policy adopted by the Issuer, has the following duty: (i) to make proposals to the Board regarding the remuneration of the Chief Executive Officer and other directors who hold special positions, monitoring the application of the decisions taken; (ii) to make general recommendations to the Board regarding the remuneration of executives having strategic responsibilities in the Piaggio Group, keeping account of information and indications given by the Chief Executive Officer and occasionally checking the criteria adopted for the remuneration of these executives; and (iii) assist the Board in the preparation and implementation of any remuneration plans based on shares or other financial instruments, if approved by the competent bodies of the company.
It also has the responsibilities and functions envisaged in the Remuneration Policy adopted by the company.
One meeting of the Committee was held during the financial year, on 21 February 2020; the Committee has met to review the Remuneration Report for the year 2019, prepared by the Company pursuant to Articles 123-ter of the Consolidated Law on Finance and 84-quater of the Issuers' Regulation, and propose, and submit to the Board of Directors, in relation to the amendment of the Remuneration Policy (see Section I of the Remuneration Report) in order to incorporate the changes in remuneration introduced by the SHRD and Legislative Decree 49/2019.
Two meetings are scheduled for FY 2021; during 2021, the Committee has already met on 1 March 2021 to review the Remuneration Report for the year, prepared by the Company pursuant to Articles 123-ter of the Consolidated Law on Finance and 84-quater of the Consob Regulation on Issuers, and propose, and submit to the Board of Directors, in relation to the amendment of the Remuneration Policy (see Section I of the Remuneration Report) in order to incorporate the adjustments made by Consob to the Issuers' Regulations (see Article 84-quater and Annex 3A, Schedule 7-bis) in implementation of the SHRD with Resolution 21623 of 10 December 2020 as well as the determination of the variable component of the remuneration of the Chairman and Chief Executive Officer.
The meeting lasted about twenty minutes, was coordinated by the Chairman of the Committee and was regularly minuted. The meeting was attended by at least one member of the Board of Statutory Auditors.
In carrying out its functions, the Remuneration Committee had the right to access information and company functions necessary to perform its duties.
No financial resources were allocated to the Remuneration Committee in that, in order to fulfil its duties, it uses the Issuer's corporate resources and facilities.
The Board, at the proposal of the Remuneration Committee, approved on 23 February 2012 the Remuneration Policy for Directors and key management personnel in compliance with principle 6.P.4 of the Code.
The Remuneration Policy, as approved in 2012, was subsequently confirmed in subsequent financial years and subsequently amended on 26 February 2020 in order to incorporate the changes in remuneration introduced by the SHRD and Legislative Decree 49/2019 and, lastly, on 1 March 2021 [to implement the adjustments made by Consob to the Issuers' Regulation (see Article 84-quater and Annex 3A, Scheme 7-bis) in implementation of the SHRD with Resolution no. 21623 of 10 December 2020].
Reference is made to Section I of the Remuneration Report issued pursuant to art. 123-ter of the Consolidated Law on Finance for a description of the Remuneration Policy.
Please refer to Section II, paragraph 1 of the Remuneration Report published pursuant to Article 123-ter of the Consolidated Law on Finance and to the documents published by the Issuer pursuant to Article 84-bis of the Consob Regulation on Issuers, available on the corporate website of the Issuer www.piaggiogroup.com, under "Governance – Management".
It should be noted, however, that there are currently no plans for compensation based on financial instruments of the Issuer, pursuant to art. 114-bis of the TUF.
Reference is made to that illustrated in Section I paragraph 3 of the Remuneration Report issued pursuant to art. 123-ter of the Consolidated Law on Finance.
The incentive mechanisms for the Internal Auditing Supervisor and Executive in Charge of Financial Reporting are consistent with their duties.
Reference is made to that illustrated in Section I paragraph 3 of the Remuneration Report issued pursuant to art. 123-ter of the Consolidated Law on Finance.
It is nevertheless pointed out that the remuneration of non-executive directors is not linked to company business results and the same do not benefit from any share-based incentive plans.
No agreements have been entered into between the Issuer and directors that provide for indemnities in the case of resignation or dismissal/termination without just cause, or if employment ceases following a public take over bid.
As regards remuneration paid during the year to administrative and control bodies for any reason and in whatever form, Reference is made to that illustrated in Section II of the Remuneration Report issued pursuant art. 123-ter of the Consolidated Law on Finance.
The Board has established an Internal Control and Risk Management Committee from its members.
The Issuer's Internal Control and Risk Management Committee is composed exclusively of non-executive independent Directors.
On 16 April 2018, the Board of Directors has appointed an Internal Control and Risk Management Committee composed of independent directors: Graziano Gianmichele Visentin acting as Chairman, Andrea Formica and Giuseppe Tesauro. The Board of Directors, upon appointment, assessed the situation and found that the entire Committee was composed of persons who have adequate experience in accounting and finance.
The Internal Control and Risk Management Committee, in assisting the Board of Directors:
During the year 9 (nine) meetings of the Internal Control and Risk Management Committee were held, on the following dates: 21 February 2020, 26 February 2020, 5 May 2020, 8 May 2020, 23 July 2020, 27 July 2020, 23 September 2020, 30 October, 25 November 2020.
The majority of meetings were attended by the Chairman of the Board of Statutory Auditors or one or more of the other members of the Board.
The Committee meetings lasted on average 2 (two) hours.
The meetings of the Internal Control and Risk Management Committee were led each time by the Chairman of the Committee and minutes were duly taken.
During the financial year, the Internal Control and Risk Management Committee constantly monitored the internal control and risk management system. In particular, the Committee focussed on the following:
(i) developments in the organisational structure of the Issuer, changes to processes and company activities; (ii) the progress of the internal auditing work plan, with particular reference to the implementation of measures relative to audits of previous years, the progress of the 2020 Audit Plan activities and compliance audits conducted pursuant to Law no. 262/2005 and Legislative Decree no. 231/01; (iii) monitoring of the independence, adequacy, effectiveness and efficiency of the Internal Audit Function also through the verification of specific indicators and the Quality Assurance Review process activated by the function that has led to attainment of the relevant certification, in compliance with international standards of the profession; (iv) review, with the Financial Reporting Officer and the CFO General Manager Finance, after consulting with the Independent Auditors and the Board of Statutory Auditors, of the financial disclosure process, accounting standards used in reporting, the financial statements and consistency of the accounting standards used in preparing the Consolidated Financial Statements; (v) the impairment test procedure adopted by the company in order to verify adequacy and compliance with IAS/IFRS, as regards the implementation of recommendations in joint document no. 4 of Banca d'Italia, Consob and ISVAP of 3 March 2010; (vi) examination of risk management and evolution of the risk assessment process.
During its meetings, the Control and Risk Committee also discussed the most appropriate initiatives relating to audits, with a view to gradually improving the internal control and risk management system.
Meetings of the Control and Risk Committee were largely held at the same time as the meetings of the Issuer's Board of Statutory Auditors. In addition, at the invitation of the Committee and in relation to specific topics of interest, the Financial Reporting Officer, the Risk Officer, the Compliance Officer, the Head of Tax, the Head of Internal Audit, certain Company managers and representatives of the auditing firm also attended the meetings.
In carrying out its functions, the Internal Control and Risk Management Committee was able to access and consult the corporate information and departments necessary to carry out its duties, and also use external consultants within the terms set by the Board.
No specific financial resources were allocated to the Internal Control and Risk Management Committee as it uses the Issuer's corporate resources and facilities, including the Internal Audit Function, to carry out its duties.
The Internal Control and Risk Management Committee reported to the Board on a regular basis during the financial year regarding its work, the outcome of its audits and the functioning of the internal control and risk management system, stating how the control and risk management system is basically consistent with the size and organisational and operational structure of the Issuer.
Besides the meetings held on 23 February and 2 March 2021, a further 4 (four) meetings of the Internal Control and Risk Management Committee have been scheduled in the year, to be held at least every quarter.
The internal control and risk management system comprises rules, procedures and organisational structures to identify, measure, manage and monitor main risks. This system is integrated at various levels with general organisational and corporate governance strategies adopted by the company, and contributes to safeguarding corporate assets, the efficiency and effectiveness of company processes, the reliability of financial information, and compliance with laws, regulations, the company's articles of associations and internal procedures.
As part of this system, the Board, after consulting with the Internal Control and Risk Management Committee:
In exercising these functions, the Board works with a director who is in charge of overseeing the functioning of the internal control and risk management system (the Director In Charge, i.e. the Chief Executive Officer according to the Corporate Governance Code) and the Internal Control and Risk Management Committee; the Board also takes into consideration the compliance programmes adopted by the Issuer and Companies of the Group of which the Issuer is Parent Company, in accordance with Legislative Decree 231/2001.
On 2 March 2021, the Issuer's Board of Directors judged the Issuer's internal control and risk management system to be adequate, effective and properly functioning, in consideration of the indications provided by the Internal Control and Risk Management Committee (among other elements).
For a description of the main characteristics of the internal control and risk management system in relation to the financial disclosure process, pursuant to Article 123-bis, paragraph 2, letter b), of the Consolidated Law on Finance, reference is made to point 12.6. below.
On 16 April 2018, the Board appointed the Chairman and Chief Executive Officer Roberto Colaninno as the Director In Charge of overseeing the functioning of the internal control and risk management system.
The Director appointed to oversee the functioning of the internal control and risk management system:
The Director in Charge has the power to request the Internal Audit function to audit specific operating areas and the compliance of company operations with internal rules and procedures, informing the Chairman of the Board of Directors, the Chairman of the Internal Control and Risk Management Committee and the Chairman of the Board of Statutory Auditors.
During the Year, although no need was identified to request the performance of specific audits in addition to those already scheduled in the Audit Plan, the Head of Internal Audit was provided the information from the Appointed Director for the preparation of the Audit Plan, which also took into account the same information provided by the Control Bodies;
As of 1 January 2009, IMMSI Audit S.c.a r.l. is responsible for the internal auditing of all IMMSI Group companies; this consortium is equally owned by said companies, including the Issuer, and ensures an adequate level of professionalism, independence and organisation.
On 16 April 2018, the Board renewed the appointment, at the proposal of the Director in Charge, with the approval of the Internal Control and Risk Management Committee and the Board of Statutory Auditors, of the Chief Executive Officer of Immsi Audit S.c.a.r.l., Maurizio Strozzi as Internal Audit Supervisor with the task of verifying that the internal control and risk management system is functional and appropriate. No specific financial resources have been allocated to the Internal Auditing Supervisor since the same uses, to carry out his tasks, the means and facilities of the Issuer and of Immsi Audit S.c.a.r.l. which charges back to each consortium company the costs incurred for activities undertaken on its behalf.
This organisational solution adopted by the Immsi Group: (i) avoids duplication of facilities by centralising verification activities on one entity; (ii) maximises the independence of the Internal Auditing Supervisor from corporate structures, with respect to which the same operates independently; (iii) continuously monitors, through a specifically dedicated person, the effectiveness, adequacy and operating efficiency of the internal control and risk management system of the Company and the Group.
The Internal Audit Function Manager, who is not responsible for any operating area of the Issuer directly reports on activities carried out to the Board of Directors, and has direct access to all information useful for his position. During the financial year, the Internal Audit Function Manager:
During the year, the Internal Audit Supervisor, with the assistance of the Internal Audit structure, conducted an audit of the internal control and risk management activities, in accordance with the Internal Audit Plan scheduled for the year, as approved by the Board on 24 February 2020. Financial, operational and compliance auditing activities were carried out (with particular reference to audits carried out for the purpose of compliance with the provisions of Law 262/2005 and Legislative Decree 231/2001), assessing the reliability of information systems (accounting systems included), and the risk assessment system, as well as monitoring the adoption of the plans for correction/ improvement agreed following these internal auditing activities.
The results of audits carried out compared to the Audit Plans have always been analysed, discussed and shared between the Internal Audit function, the various managers of the processes and functions and company management, in order to agree and implement preventive/corrective measures, the implementation of which is continuously monitored until their completion. The Internal Auditing Supervisor therefore presented the audit reports to the Chairman and Executive Director in Charge of supervising the functioning of the internal control and risk management system, to the Chairman of the Internal Control and Risk Management Committee, the Chairman of the Board of Statutory Auditors, as well as to the Supervisory Board, the Executive in Charge of Financial Reporting and the Risk Manager, for the areas under their responsibility. This presentation was made at the end of the related audits, both by sending the audit reports and with examination of the specific outcomes during periodic meetings with mentioned recipients. In a specific report, the Internal Audit Supervisor has also reported on the work of Internal Audit in 2020, also representing its views on the adequacy of the Company's internal control and risk management system.
On 12 March 2004 the Issuer adopted an organisational, management and control model for the prevention of the corporate crimes contemplated by Legislative Decree 231/2001, and amendments thereto ("Model").
During the Financial Year, on 27 July 2020, the Board of Directors approved an update of the Model to bring it into line with the latest regulatory changes. More specifically, the update concerned the introduction of the predicate offences envisaged by Article 25 quinqiuesdecies of Legislative Decree 231/2001 (criminal tax offences).
Law Decree 124 of 26 October 2019, "Urgent provisions on taxation and for non-deferrable needs", converted with amendments by Law 157 of 19 December 2019, includes tax crimes in the category of predicate offences pursuant to Legislative Decree 231/2001. The category of predicate offences was further expanded following the transposition of EU Directive 2017/1371, known as the PIF Directive ("Protection of the Union's Financial Interests"), which also introduced the punishment of attempted tax crimes related to the filing of tax returns (Articles 2, 3, 4, Legislative Decree 74 of 10 March 2000).
The new offences introduced in section O of the Model are: Fraudulent tax return through the use of invoices or other documents for non-existent transactions; Fraudulent tax return by other means; Issue of invoices or other documents for non-existent transactions; Concealment or destruction of accounting documents; Fraudulent evasion of tax payments; Inaccurate tax return; Omitted tax return; Undue compensation; Smuggling.
The review was shared with the Supervisory Board.
The Model comprises a general part and special part, divided into sections in relation to the different groups of offences referred to in the Decree.
The general part begins with the Code of Ethics: since 2004, Piaggio & C. has adopted a Code of Ethics as part of its Organisational model pursuant to Legislative Decree 231/2001, which was last updated in July 2017 with the introduction of a specific article on protecting and safeguarding human rights.
The Code of Ethics is distributed extensively and is in effect across all Group Companies; it sets out the principles and values that inspire the entire organisation in a clear and transparent manner:
The Group's Code of Ethics sets out the social and ethical responsibilities of each member of the company's organisation. In particular the ethical and social responsibilities of senior management, middle management, employees and suppliers are defined in order to prevent any party acting in the name of and on behalf of Group companies, from adopting a conduct that is irresponsible or unlawful.
In view of the specificity and relevance of the Indian economy, the Code of Business Conduct & Ethics and the Whistle Blower Policy have been drafted and adopted since December 2016 for the Indian affiliate; the Whistle Blower Policy is specifically intended to protect and guarantee those who report any alleged violations of the Code, thereby also safeguarding the effective application of the Code itself.
At the same time, again in view of the peculiarities of the Indian society, a "Policy on Prevention of Sexual Harassment of Women in the Workplace" has been adopted by the Indian affiliate to prevent incidents of sexual harassment at the factory.
The Model has been sent to all Piaggio Group senior managers, middle managers and employees and has been published on the Issuer's website www.piaggiogroup.com, in the section Governance/Governance Systems. The Model is updated on an ongoing basis and likewise company procedures are updated accordingly, the correct
application of which is monitored through planned compliance activities, suggested and coordinated by the Supervisory Board and carried out by Internal Audit Function Management. This monitoring process also involves Process Owners, i.e. the parties/entities responsible for company processes that are considered "sensitive" as regards the commission of offences, that periodically report to the Supervisory Board. employees (managers and lower levels) also receive training on the contents of the Model.
Third parties (e.g. suppliers, customers, consultants, etc.) are informed of adoption by the Company of the Code of Ethics and Code of Conduct and, when signing agreements, they are required to expressly accept the ethical and conduct principles adopted.
The Issuer has also adopted a procedure ("Fraud Policy") in order to establish suitable channels of information for the receipt, analysis and processing of fraud reports that may possibly involve employees, directors, co-workers and partners of Piaggio and of Group Companies. The Policy is another instrument that the Piaggio Group has adopted to prevent infringement of the principles of lawfulness, transparency, fairness and loyalty which the Model pursuant to Legislative Decree no. 231/2001 takes inspiration from.
The Supervisory Board currently in office was appointed by the Board of Directors on 16 April 2018 for the 2018- 2019-2020 financial years, and therefore up until the approval of the Financial Statements as of 31 December 2020. It consists of (i) Giovanni Barbara, Standing Auditor of the Issuer; (ii) Fabio Grimaldi (from 15 November 2020, replacing Ulisse Spada), Tax, Legal and Corporate Affairs Manager of the Issuer and Compliance Officer; and (iii) Antonino Parisi, who holds the position of Chairman of the Supervisory Board, elected from a pool of external professionals with the necessary requisites. The Board of Directors of the Issuer considered the feasibility of assigning supervisory functions to the Board of Statutory Auditors, but considered the supervisory functions of an ad hoc organisation, i.e. the Supervisory Board, to be more efficient and effective at monitoring the functioning of and compliance with the Model. The Supervisory Board operates at top management level according to principles of independence, autonomy, professionalism and impartiality, and on the basis of the Regulations approved by the Board of Directors to whom it reports periodically on its activities carried out, information received and any sanctions adopted. The Company has for some time now had an e-mail account active - the details of which are contained in the Code of Conduct - allowing anyone to send messages directly to the Supervisory Board for reporting suspected offences. This message may only be read by the Supervisory Board, thus ensuring that the operations of the Board are exercised in accordance with the Model.
It should be noted that, during the Financial Year, the Issuer's Supervisory Body met 5 (five) times.
In particular, the Board, during the year i) monitored the effective application of the Model according to the specific audit plan of reports by company representatives, through examination of the results of the internal audits carried out pertinent to Legislative Decree 231/2001, as well as through meetings and hearings with Company management; ii) monitored the adequacy of the Model in relation to maintenance over time of the requisites of solidity and functionality, iii) examined the proposed updates to reflect changes in laws and corporate organisational changes having taken place, as well as personnel training put in place by the Company and iv) prepared and presented to the Board of Directors of the Company a report on the activities carried out during the year, as required by the Model.
In the meeting held on 23 February 2021, the Supervisory Board also approved the activity plan for 2021; at least 4 (four) Supervisory Board meetings are scheduled for the financial year 2021, on at least a quarterly basis.
PricewaterhouseCoopers S.p.A. has been appointed to audit the accounts.
The appointment was approved by the Shareholders' Meeting held on 13 April 2012 and ends on approval of the Financial Statements as of 31 December 2020.
The Shareholders' Meeting held on 22 April 2020, in view of the aforesaid expiry date and ahead of it (among other things to facilitate the handover), resolved to appoint Deloitte & Touche S.p.A. to audit the accounts for the period 2021-2029.
The Issuer's Executive in Charge of Financial Reporting is Alessandra Simonotto, Head of the Issuer's Credit Administration and Management.
Pursuant to art. 17.3 of the Issuer's Articles of Association, the Executive in Charge of Financial Reporting must have the professional requisites characterised by detailed expertise in administration and accounting, as well as the reputation requisites prescribed by the legislation in force for those who carry out administrative and management functions. This competence, to be verified by the Board of Directors, must be gained through work experience gained in positions of adequate responsibility for a reasonable period of time.
The Executive in Charge of Financial Reporting was appointed by the Board, subject to obligatory approval by the Board of Statutory Auditors.
At the time of this appointment, the Board attributed Executive in Charge of Financial Reporting with all the powers and means necessary to execute the prescribed duties.
The risk management and internal control system in relation to Piaggio Group financial disclosure was developed using the "2013 COSO Report"(5 ) as a reference model. According to this report, the Internal Control System, given its broadest meaning, is defined as "a process, carried out by the Board of Directors, by Senior Management and other subjects of the company structure, intended to provide reasonable certainty as to achieving objectives in the following categories:
– Effectiveness and efficiency of operations;
As concerns the financial disclosure process, these objectives refer to the credibility, accuracy, reliability and timeliness of disclosure.
5 The COSO Model, developed by the Committee of Sponsoring Organizations of the Treadway Commission - "Internal Control – Integrated Framework" published in 1992 and last updated in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.
The Piaggio Group's risk management and internal control system for financial disclosure is part of the Group's broader internal control and risk management system, which consists of a number of elements, including:
Piaggio's Accounting and Administrative Control System comprises a number of operating procedures and documents, including:
The Piaggio Financial and Administrative Audit Model identifies the methodological approach to be taken for the risk management and internal control system, involving the following separate stages:
Risks connected with the preparation of financial reports are identified through a step-by-step risk assessment process. The process involves identifying the objectives that the internal control system for financial disclosure is expected to deliver, so as to ensure that financial reports are fair and truthful. Those objectives cover the assertions made in financial reports (regarding the existence and occurrence of events, comprehensiveness, rights and obligations, the measurement/recognition of items, presentation and disclosures) and other control objectives (such as, for example, compliance with approval limits, the separation of roles and responsibilities, the documentation and traceability of transactions, and so on).
Risk assessment is therefore focused on the different areas of the financial statements in which the failure to deliver control objectives would have a potential impact on financial disclosure requirements.
The process of determining boundaries for including "material" entities and process, in terms of their potential impact on financial disclosure, is designed to identify the accounts, subsidiaries and administrative-accounting processes of material relevance for the consolidated financial statements, on the basis of quantitative and qualitative criteria.
Those criteria are determined by:
The controls needed to mitigate risks identified in administrative-accounting processes are identified by considering, as mentioned earlier, the control objectives associated with financial disclosure.
Specifically, underlying processes are linked to financial statement accounts classified as "material" so as to identify suitable controls to assure delivery of the objectives of the internal control system for financial disclosure. Assessments are then made of the adequacy and effective application of the controls identified. For automatic controls, the assessment of adequacy and effective application also concerns general IT controls on the software applications used to support processes of material relevance.
The functions involved in the financial disclosure process ensure that administrative and accounting procedures and relative controls are updated, as concerns areas in their remit.
If, after defining the scope of actions, sensitive areas are identified which are not regulated, either wholly or in part, by administrative and accounting procedures, existing procedures are supplemented and new procedures are formalised, overseen by the Executive in Charge of Financial Reporting, in relation to management areas in his remit.
The financial audit system is reviewed and assessed regularly at least once every six months, and when the separate annual financial statements, consolidated annual financial statements, and the condensed consolidated interim financial statements are each prepared.
The adequacy and effective application of administrative and accounting procedures and their relative controls are assessed through monitoring and testing activities, on the basis of best practices in the field.
Control tests are run on the administrative and functional departments coordinated by the Executive in Charge of Financial Reporting or by his officers, assisted by the Internal Audit department to ensure that controls for administrative and accounting procedures are carried out, in addition to specific focused controls on companies, processes and accounting entries.
The executive officers and administrative managers of "material" subsidiaries are required to issue a supporting attestation statement to the financial reporting manager in relation to the auditing of the adequacy and effective application of administrative and accounting procedures.
The Executive in Charge of Financial Reporting, assisted by the Internal Auditing Supervisor, produces a report summarising the results of evaluations on controls for previously identified risks (Management Summary). This is based on the outcome of monitoring activities and on statements from delegated administrative bodies and administrative managers of subsidiaries. The assessment made of controls may entail the identification of compensatory controls, corrective measures or improvement plans to address any problems identified.
Once cleared by the Chief Executive Officer, the management summary is sent to the Board of Statutory Auditors, to the Internal Control and Risk Management Committee, and to the Board of Directors.
Said Management Summary is also sent to the Parent Company's Executive in Charge of Financial Reporting.
The risk management and internal control system for financial disclosure is governed by the financial reporting manager appointed by the Board of Directors. Working in concert with the Chief Executive Officer, the financial reporting manager is responsible for designing, implementing and approving the Financial and Administrative Audit Model, assessing its application and issuing an attestation statement for the separate and consolidated annual and interim financial statements, and the separate, consolidated and half-year reports. The financial reporting manager is also responsible for identifying suitable administrative and accounting procedures for the preparation of the separate and consolidated annual financial statements and, with the support of the Internal Audit department, for providing subsidiaries considered "material" for the purposes of consolidated Group financial reporting with guidelines for assessing their own financial and administrative audit systems.
In carrying out activities, the Executive in Charge of Financial Reporting:
Lastly, the Board of Statutory Auditors and Supervisory Board are informed of the adequacy and reliability of the administrative/accounting system.
In the meeting of 26 October 2012, the Board also established the positions of Risk Manager and Compliance Officer, in order to update the internal control and risk management system to recommendations of the Corporate Governance Code. In particular, considering the size, complexity and risk profile of the Issuer, two new positions were appointed, tasked with assisting the Director in Charge of the internal control and risk management system and the Board of Directors.
The Risk Manager (Alessandra Simonotto) and Compliance Officer (Fabio Grimaldi, who on 15 November 2020 replaced Ulisse Spada) operate independently, periodically reporting to the Board on their activities.
To guarantee the ongoing coordination of those persons involved in the internal control and risk management system, the Issuer has long arranged that, in general, for all periodic meetings to take place simultaneously and jointly between the Internal Control and Risk Management Committee, the Internal Auditing Supervisor, the Board of Statutory Auditors, the Executive in Charge of Financial Reporting, the Supervisory Board, the Risk Manager and the Compliance Officer. This ensures maximum efficiency of the internal control and risk management system as implemented by the Issuer, while also reducing the repetition or duplication of activities.
On 2 March 2021, the Board of Directors – in accordance with criterion 7.C.1 of the Code and Recommendation 33(a) of the Corporate Governance Code – expressed its opinion that the coordination between persons involved in the internal control and risk management system was adequate.
The Company has defined appropriate procedures for significant transactions and transactions with related parties, designed to guarantee Directors full and exhaustive information on such transactions.
In compliance with regulations in force and the Articles of Association, the examination and prior approval of the transactions by the Issuer and its subsidiaries in which one or more directors hold a personal interest or interest on behalf of third parties, are reserved to the Board.
The Company has approved the procedure governing significant transactions, which defines the quantitative and qualitative criteria for identifying transactions that require the express approval of the Board of Directors. These criteria have been identified in relation to the type of transaction involved, with specific and distinct reference to significant income, equity and financial transactions or those in relation to the Issuer's business.
The following are considered significant income, equity and financial transactions, i.e. transactions relating to the company's business ("Significant Transactions"):
Reference must usually be made, for the calculation of the amounts indicated in items 2) and 7) above, to each transaction considered on an individual basis, except in the case of transactions that are strictly and objectively related to a similar strategic or executive plan, where reference must be made to the total value of all the related transactions.
In relation to each Significant Transaction, the Board must receive a report – drawn up by the delegated bodies – suitable for allowing for a prior examination of the essential elements of this transaction. Specifically, an exhaustive report must be provided regarding the strategic motivations for the Significant Transaction and its estimated income, equity and financial effects, including at consolidated level.
The Procedure governing significant transactions is available on the Issuer's corporate website www.piaggiogroup.com, under the section Governance/Documents and procedures .
Subject to a prior favourable opinion from the Committee for the Approval of Procedures, prepared pursuant to Article 4, paragraph 3 of the Regulations and made available to the members of the Board, the company approved the procedure for related party transactions during the board meeting of 30 November 2010, subsequently amended on 26 February 2018 with the same procedure. This procedure governs the approval and management of transactions with related parties pursuant to Article 4 of the Consob Related Party Regulations.
The latest version of the Procedure governing related party transactions is available on the Issuer's corporate website www piaggiogroup com, under the section Governance/Documents and procedures.
Please note that, with Resolution no. 21624 of 10 December 2020, Consob adopted the amendments to the Consob Related Parties Regulation and the Consob Market Regulation in order to implement the contents of the SHRD, including in the terms of secondary legislation. The aforementioned Resolution 21624 will come into force on 1 July 2021 and includes a transitional period ending on 30 June 2021, by which time companies must adapt their procedures to the new provisions of the Consob Related Parties Regulation. During the current financial year 2021, the Company will therefore adjust the Related Parties Procedure.
The Issuer's Board of Directors appointed a Related Party Transactions Committee responsible for approving both minor and major transactions with related parties. Operative as of 1 January 2011 and appointed by the Board on 16 April 2018, the Committee consists of 3 (three) independent directors who, in compliance with applicable regulations, must in no way be related to any transactions they review. In particular, the members of the Related Party Transactions Committee in office until approval of the financial statements at 31 December 2020 were: Giuseppe Teasuro, as Chairman, Andrea Formica and Graziano Gianmichele Visentin.
The Committee is tasked with the duties identified in the Procedure, which is available on the Issuer's corporate website www piaggiogroup com, under the section Governance/Documents and procedures.
One meeting of the Committee for Transactions with Related Parties was held during the Financial Year, on 15 December 2020, to examine a transaction, considered to be exempt under the Related Party Procedure.
The appointment and replacement of statutory auditors is governed by ad interim laws and regulations in force, and by Article 24 of the Issuer's Articles of Association. The provisions of the Issuer's Articles of Association that govern the appointment of the Board of Statutory Auditors were most recently amended by a resolution of the Issuer's Board of Directors on 28 January 2021, drafted by public deed and adopted pursuant to the provisions of Article 2365 of the Italian Civil Code and Article 17 of the Articles of Association, in order to align them with the rules on gender balance as regards the composition of supervisory bodies pursuant to Article 148, paragraph 1-bis of the Consolidated Law on Finance, as most recently amended by Law 160/2019, and the relevant Consob implementing provisions6 .
This paragraph therefore describes the mechanism for appointing the members of the Board as envisaged in the provisions of the Articles of Association currently in force.
Pursuant to art. 24 of the Articles of Association of the Issuer, the Board of Statutory Auditors is appointed, in accordance with the pro tempore discipline in force at any time concerning the balance between genders, based on the lists submitted by Shareholders in which candidates are listed with a sequential number. The list is made up of two sections: one for the candidates to be appointed as Statutory auditors, the other one for the candidates to be appointed as Alternate auditors.
6 Paragraph 1-bis of Article 148 of the Consolidated Law on Finance in force at the date of this Report states, inter alia, that "the deed of incorporation of the company shall also provide that the members referred to in paragraph 1 shall be divided in such a way that the lesser represented gender obtains at least two-fifths of the standing members of the Board of Statutory Auditors. This rule shall apply for six consecutive terms."
Furthermore, pursuant to Article 144-undecies.1, paragraph 3, of the Issuers' Regulations, as last amended by Consob Resolution 21359 of 13 May 2020, "when the application of the gender distribution rule does not result in a whole number of members of the management or control bodies belonging to the least represented gender, such number shall be rounded up to the next higher whole unit, with the exception of corporate bodies made up of three members where it will be rounded down to the next lower whole unit."
The lists submitted by Shareholders must be filed at the registered offices, without prejudice to any additional forms of filing procedures prescribed by regulatory provisions in force at any time, at least 25 (twenty-five) days before the date set for the Shareholders' Meeting in first call.
Each shareholder, as well as shareholders who have entered into a significant shareholder agreement pursuant to art. 122 of the Consolidated Law on Finance, as well as the Parent Company, its subsidiaries and joint ventures pursuant to art. 93 of the Consolidated Law on Finance, cannot present or take part in presenting more than one list, either by proxy or through trust companies, nor can they vote on different list.
Shareholders are entitled to present lists only if, alone or with other Shareholders, they hold shares with voting rights representing at least 2.5% (two point five per cent) of the share capital with voting rights at the Ordinary Shareholders' Meeting, or a different percentage that may be fixed by the law or other regulations. By executive resolution of the Head of Corporate Governance no. 44 of 29 January 2021, Consob set the relative share capital threshold required to nominate candidates on lists for election to the Supervisory Body of Issuers at 2.5% (two point five per cent).
Lists that have a total number of candidates greater than or equal to three must be composed of candidates belonging to both genders, in accordance with the current applicable regulations on gender balance, both as regards candidates for the position of Standing Auditor and candidates for the position of Alternate Auditor.
The procedure for appointing the Statutory Auditors is as follows:
If there is a tie among two or more slates, the Statutory Auditors appointed will be those most senior in age.
The Chair of the Board of Statutory Auditors shall be the Standing Auditor selected from the second list that obtained the highest number of votes pursuant to point b) above.
If, according to the procedures described above, a composition of the Board of Statutory Auditors, in terms of its statutory members, which complies with current legislation in force concerning the balance between genders is not ensured, the necessary replacements shall be made, within the scope of candidates for the office of Statutory Auditor of the list which obtained the greatest number of votes, according to the sequential order in which the candidates are listed.
The previous provisions regarding the appointment of Statutory Auditors do not apply to Shareholders' Meetings in respect of which only one list is presented or voted; in such cases the Shareholders' Meeting resolves by relative majority, without prejudice to compliance with legislation in force at any time concerning the balance between genders.
If, once the deadline has lapsed, only one slate of candidates has been filed or the candidate slates nominated are filed by shareholders that are connected in a material way with the candidates as per laws and regulations in force at the time, the deadline for filing candidate slates may be extended by the term contemplated by applicable ad interim laws and regulations. In this case, the minimum share ownership thresholds applicable for filing slates will be halved.
When the Shareholders' Meeting must appoint the Standing auditors and/or the Alternate ones in order to integrate the Board of Statutory Auditors the procedure adopted is as follows: if Statutory auditors elected from the majority list are to be replaced, the appointment takes place by relative majority voting regardless of the lists presented; conversely, if the Statutory Auditors elected from the minority list are to be replaced, the Shareholders' Meeting shall replace them by relative majority voting, selecting them from among the candidates indicated in the list of the statutory auditor to be replaced.
If the application of the above procedures does not allow, for whatever reason, the replacement of the Statutory Auditors designated by the minority, the Shareholders' Meeting will replace them by relative majority voting; however, in verifying the result of this last voting no account will be taken of the votes cast by the subjects who according to the communications made in compliance with current legal regulation have, even indirectly or jointly with other Shareholders taking part to a Shareholders' Agreement pursuant to Article 122 of the Consolidated Law on Finance, the relative majority of the votes that may be cast at the Shareholders' Meeting, as well as those Shareholders who control, are controlled or are subject to joint control by the same.
The replacement procedures described above shall in any event ensure compliance with legislation in force relating to the balance between genders.
For further information on the above provisions, reference should be made to the Articles of Association published on the company's website www.piaggiogroup.com under the section "Governance/Documents and procedures" and on the authorised storage system "eMarket Storage", which can be viewed at .
The Board of Statutory Auditors in office at the date of this Report was elected by the Shareholders' Meeting held on 16 April 2018, from the 2 lists of candidates filed, respectively, by the majority shareholder IMMSI S.p.A. and by a group of investors representing in total 3.94% of the share capital, in accordance with the provisions of Article 24 of the Articles of Association, and will remain in office until the approval of the Financial Statements for the year ending 31 December 2020. In this regard, the list submitted by the majority shareholder was voted by 71.08% of the share capital represented at the Shareholders' Meeting, while the list submitted by the group of investors was voted by 28.78% of the share capital. For further information on candidates and the lists filed for appointment of the control body, reference should be made to the Issuer's corporate website www.piaggiogroup.com in the section "Governance - Shareholders' Meeting", where the professional curricula vitae of the Statutory Auditors are available, pursuant to Articles 144 octies and 144 decies of the Consob Regulation on Issuers.
| NAME | POSITION | YEAR OF BIRTH |
IN OFFICE FROM |
IN OFFICE UNTIL |
LIST (M/m) |
INDEP. AS PER THE CODE |
PART. B. OF S.A. |
OTHER POSITIONS AS OF 31ST DECEMBER 2020 |
|---|---|---|---|---|---|---|---|---|
| Piera Vitali | Chairman | 1949 | 16/04/2018 Date of first appointment 13/04/2015 |
Approval of the financial statements as at 31.12.2020 |
m | X | 10/10 | 5 |
| Giovanni Barbara | Statutory Auditor |
1960 | 16/04/2018 Date of first appointment 13/07/2004 |
Approval of the financial statements as at 31.12.2020 |
M | X | 8/10 | 10 |
| Daniele Girelli | Statutory Auditor |
1960 | 16/04/2018 Date of first appointment 13/04/2015 |
Approval of the financial statements as at 31.12.2020 |
M | X | 10/10 | 3 |
| Gianmarco Losi | Alternate Auditor |
1964 | 16/04/2018 Date of first appointment 16/04/2018 |
Approval of the financial statements as at 31.12.2020 |
M | X | ||
| Fabrizio Piercarlo Bonelli |
Alternate Auditor |
1960 | 16/04/2018 Date of first appointment 16/04/2018 |
Approval of the financial statements as at 31.12.2020 |
M | X |
The Board in office at the date of this Report, appointed by the Shareholders' Meeting on 16 April 2018, comprised:
M/m slate: indicates whether the statutory auditor was drawn from the slate attracting a majority (M) or minority (m) of votes.
Indep.: indicates whether the statutory auditor can be qualified as independent according to the criteria set by the Code.
Part. B. of S.A.: indicates participation of the Statutory Auditor in Board meetings (indicates the number of meetings attended by the Director compared to the total number of Board meetings held during the year or after taking office).
Other offices: indicates the total number of other offices as director or statutory auditor held with companies as identified by Book V, Title V, Sections V, VI and VII of the Civil Code, as of 31 December 2020. For information on appointments to governance and supervisory boards held by the members of the Board of Statutory Auditors, see also the data published by Consob, in accordance with Article 144-quinquiesdecies of the Consob Regulation on Issuers, on the website www.consob.it, under the section on Entities and Markets/Positions of members of control bodies.
As regards company policies on diversity in relation to the composition of the Board of Statutory Auditors (Article 123-bis, letter d-bis of the Consolidated Law on Finance): (i) the Board of Statutory Auditors of the Company has a member of the least represented gender, in compliance with regulations on gender balance; (ii) without prejudice to the professional requirements set out by law, the educational and professional backgrounds of members of the Board of Statutory Auditors currently in office ensure that these individuals have the appropriate profiles and experience to ensure that all functions thereof are executed correctly.
In addition, the Board of Directors in office as of the date of this Report set out – in the illustrative report prepared pursuant to Article 125-ter of the Consolidated Law on Finance, concerning the election of the Board of Statutory Auditors by the Shareholders' Meeting convened to approve the financial statements at 31 December 2020 – some indications for shareholders on the diversity of the composition of the Board of Statutory Auditors (also pursuant to Recommendation 8 of the Corporate Governance Code).
As regards remuneration paid during the year to administrative and control bodies for any reason and in whatever form, reference is made that illustrated in Section II of the Remuneration Report issued pursuant art. 123-ter of the Consolidated Law on Finance.
During the financial year 10 (ten) meetings of the Board of Statutory Auditors were held on the following dates: 27 January 2020, 21 February 2020, 19 March 2020, 24 March 2020, 22 April 2020, 5 May 2020, 23 July 2020, 23 September 2020, 30 October 2020, 25 November 2020.
The Board meetings lasted on average 2 (two) hours and 30 (thirty) minutes.
The Chief Executive Officer reported to the Board of Statutory Auditors on their work in a suitable and timely manner as prescribed by law and the Articles of Association, i.e. at least on a quarterly basis, regarding general operational performance and the outlook, as well as on the more significant transactions made by the Issuer and its subsidiaries according to their size and characteristics.
The Internal Control and Risk Management Committee and the Head of Internal Audit attended most of the meetings of the Board of Statutory Auditors, to ensure that the control bodies were as effectively informed as possible.
Legislative Decree no. 39/2010, as amended by Legislative Decree no. 135/2016, identifies the Board of Statutory Auditors as the Internal Control and Audit Committee, appointed to carry out the following activities in particular:
The Board of Statutory Auditors, most recently in the meeting of 23 February 2021, verified the ongoing fulfilment of the independence requirements set out in Recommendation 7 of the Corporate Governance Code and Article 148(3)(b-c) of the Consolidated Law on Finance, as already certified upon their appointment.
In this regard it is also pointed out that the Board of the Issuer, subject to the assessment of the Board of Statutory Auditors as to its composition, resolved on 16 April 2018 to consider it appropriate, in the interest of the Company, not to apply criterion 3.C.1 letter e) of the Corporate Governance Code (referred to by criterion 8.C.1 of the Code) with respect to the Statutory Auditor Giovanni Barbara, focusing on a profile of the substance and also taking into account the fact that Giovanni Barbara meets requirements of considerable professionalism and experience, which have proved valuable over time for the Issuer. This assessment - with reference to Recommendation 7(e) of the Corporate Governance Code
Statutory auditors that have a personal interest or interest on behalf of a third party in any of the Issuer's transactions are required to promptly and fully inform the other statutory auditors and the Chairman of the Board of Directors of the nature, terms, origin and scope of their interest.
At least 6 (six) Board of Statutory Auditors' meetings are scheduled for the current financial year, held at least every three months. The Board of Statutory Auditors has already met in this financial year 2021, on 23 February 2021.
The Board of Statutory Auditors exercises the powers and the functions attributed to it by law and other applicable provisions.
Pursuant to Article 25.2 of the Articles of Association, Board of Statutory Auditors' meetings can be held using teleconferencing or video conferencing facilities providing that:
a) the Chairman and the person in charge of taking minutes attend the same official meeting venue;
b) all participants can be identified and are able to follow the discussion, receive, transmit and examine the documents, take part verbally and in real time in all the items on the agenda. If the above requisites are met, the meeting of the Board of Statutory Auditors shall be deemed to have been held at the place where the Chairman and the person taking the minutes are located.
The type of disclosure to the board allows Statutory Auditors to have adequate knowledge of the sector in which the Issuer operates, of corporate dynamics and their developments, as well as the regulatory framework.
The Company believed it to be in its own specific interest – besides being its duty to the market – to establish a continuous dialogue with the majority of its shareholders, as well as with institutional investors, from the time of its listing on the stock market based on the reciprocal understanding of their respective roles. This relationship must in any case be carried out with respect to the "Procedure for the publication of inside information" described in section 6 above.
It was considered that this relationship with the majority of shareholders and institutional investors could be facilitated via the constitution of dedicated corporate structures, provided with the suitable personnel and organisational resources.
For this purpose, an Investor Relations Department was established to take care of relations with the majority of shareholders and institutional investors, and possibly carry out specific tasks in the management of inside information and in relations with Consob and Borsa Italiana S.p.A.
At the date of this Report, the head of the Investor Relations Department is Raffaele Lupotto. This department can be contacted at: [email protected].
The Issuer uses the "eMarket SDIR" circuit in order to disclose regulated information to the public and the centralised storage system "eMarket STORAGE" to store regulated information, which can be accessed at www.emarketstorage. com; the circuit and system are both managed by Spafid Connect S.p.A., with head office in Foro Buonaparte 10, Milan. Reporting activities with regard to investor relations are also ensured, with the most significant corporate documentation made available in a timely and on-going basis on the company's website, under the section Investors.
More specifically, via the website investors can view, in both Italian and English, all press releases to the market, interim financial data approved by competent corporate bodies (annual financial reports, half-year financial reports and interim reports on operations), and documents distributed during meetings with professional investors, analysts and the financial community.
Moreover, the Issuer's website contains the Articles of Association, documents prepared for Shareholders' Meetings, communications concerning insider trading, the annual Corporate Governance Report, and any other document that the Issuer is required by regulations in force to publish on its website.
In order to update the market in a timely fashion, the company has set up an email alert service that allows the material published on the website to be received in real time.
Pursuant to Article 8.2 of the Issuer's Articles of Association, all shareholders registered as of the seventh market trading day prior to the first scheduled date of a Shareholders' Meeting, as notified to the Company within the statutory term by the intermediary responsible by law for the keeping of shareholder accounts, are entitled to attend the shareholders' meeting and exercise their voting rights. To this end, reference is made to the date of the first call, as long as the dates of any subsequent calls are indicated in the only meeting call; otherwise, reference is made the date of each meeting call.
In accordance with article 8.3 of the Articles of Association, all subjects with voting right may appoint a proxy to attend and vote on his behalf, by written proxy statement, in accordance with legal regulations. The electronic notification of the proxy may be carried out, in accordance with the methods specified in the meeting notice, sending a message to the certified e-mail box indicated in the meeting notice itself or using a special section of the Company's web site. In addition, article 8.4 (introduced by the extraordinary shareholders' meeting on 28 June 2019) states that the Company is not required to designate for each Shareholders' Meeting a person to whom the Shareholders may grant a proxy for representation at the Shareholders' Meeting pursuant to Article 135-undecies of the Consolidated Law on Finance.
Ordinary shareholders' meetings are called at least once a year to approve the annual financial statements, by and no later than one hundred and twenty days after the end of the financial year. The shareholders' meeting is also called in ordinary and extraordinary session any time the Board of Directors deems appropriate and in all circumstances envisaged by law. Shareholders' meetings must be called without delay when requested in accordance with law.
Pursuant to Article 7 of the Articles of Association (as amended by the extraordinary shareholders' meeting of 28 June 2019), ordinary and extraordinary shareholders' meetings are called via meeting notice published on the Company's website, within the terms contemplated by laws in force. Where required by applicable laws, also as an extract, the meeting notice is also published in the Gazzetta Ufficiale della Repubblica Italiana or in the newspapers "Il Sole 24 Ore" or "Il Corriere della Sera". Meeting notices are required to state the first date, time and venue of the meeting and any further dates if contemplated and a list of the business to be transacted, while any other requirements envisaged by laws in force or the Articles of Association must also be satisfied.
The agenda for a Shareholders' Meeting is set by the person or body exercising the power to call the meeting in accordance with law or the Articles of Association. Where a shareholders' meeting is called at the request of shareholders, the agenda will be based on the business specified in the request. If requested by shareholders in accordance with law, additional business will be added to the agenda within the deadline and in the manner contemplated by applicable laws and regulations.
Holders of voting rights may ask questions on business posted in the agenda both before and during the shareholders' meeting. Questions submitted before the shareholders' meeting will be answered at the latest during the meeting itself. The Company reserves the right to provide a single reply to questions regarding one and the same matter. The notice convening the meeting indicates the deadline by which questions to submit to the Shareholders' Meeting must be sent to the Company. The deadline may not be earlier than five open market days prior to the date of the Shareholders' Meeting in first or single call, or the record date pursuant to Article 83-sexies, paragraph 2, of the Consolidated Law on Finance (end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting) if the notice of call requires the Company to provide an answer to the questions received before the Shareholders' Meeting. In the latter case, the replies shall be given at least two days prior to the Shareholders' Meeting, and may also be published in a specific section of the Company's Internet site. entitlement to vote can be certified even after the sending of questions provided that this is within the third day following the above record date.
Pursuant to Article 9 of the Articles of Association, the General Meeting of Shareholders is chaired by the Chairman of the Board of Directors, or in his/her absence or impediment, by the sole Deputy Chairman, or if several Deputy Chairmen hold office, by the Deputy Chairman in office for the longest period of time, or if Deputy Chairmen have been in office for the same period of time, by the most senior. In the absence or impediment of the Chairman, the sole
Deputy Chairman, or all Deputy Chairmen, the General Meeting of Shareholders is chaired by a Director or Shareholder appointed by the majority of those present. The chair of the shareholders' meeting is required to check the identity of the participants and their eligibility to attend, that the meeting is legitimate and a necessary quorum is present to ensure the validity of resolutions, and is responsible for conducting the meeting and establishing voting procedures and outcomes.
For the legitimacy of both ordinary and extraordinary shareholders' meetings and the validity of shareholders' resolutions, the provisions of law and the Articles of Association apply.
In order to facilitate participation at shareholders' meetings and the exercise of voting rights, under Article 6.2 of the Articles of Association teleconferencing and video conferencing facilities may be used to hold both ordinary and extraordinary shareholders' meeting, with participants located in several remote or nearby venues, providing that decisions are taken by vote and that the principles of good faith and the equal treatment of all shareholders are upheld. The Company does not feel it necessary, at present, to propose the adopting of specific regulations for the proceedings of Shareholders' Meetings, since it also believes it appropriate that in principle Shareholders are ensured the maximum level of participation and expression in discussions at Meetings.
Under Article 17 of the Articles of Association and without prejudice to the provisions of Article 2436 of the Civil Code, the decision-making powers of the shareholders' meeting may be delegated to the Board of Directors for decisions concerning:
Resolutions concerning the above matters may otherwise be adopted at extraordinary shareholders' meetings.
Applicable laws and regulations in force govern the rights of shareholders. The right of withdrawal may only be exercised by shareholders within the limits and in accordance with the mandatory provisions of law and, under Article 3.2 of the Articles of Association, is excluded where the duration of the Company is extended.
The Board reported on activities performed and planned to the shareholders at Shareholders' Meetings, and endeavoured to ensure that shareholders had adequate information regarding the necessary elements to make fullyinformed decisions on matters reserved to the shareholders' meeting.
During the year, in accordance with the procedures set out in Article 106 of Legislative Decree 18/2020, converted into Law 27/2020, on "Measures to strengthen the health service and provide economic support for families, workers and businesses related to the COVID-19 emergency", only one Shareholders' Meeting was held, which took place on 22 April 2020 and was attended by all directors (via telephone connection). The Board reported on activities performed and planned to the shareholders at Shareholders' Meetings, and endeavoured to provide shareholders adequate information regarding the necessary elements to make fully-informed decisions on matters reserved to the Shareholders' Meeting. The current version of the Articles of Association, most recently amended by the Board of Directors on 28 January 2021, is posted on the Company's website at https://www.piaggiogroup.com/it/governance/documenti-e-procedure. In this regard as per the executive resolution of the Head of Corporate Governance no. 44 of 29 January 2021, Consob set the relative share capital ownership threshold required to nominate candidate slates for election to the governance and control bodies of issuers at 2.5% (two point five per cent).
The Issuer has not adopted any additional corporate governance practices with respect to those required by laws and regulations in force and described in this Report.
No other changes occurred in the corporate governance structure after the financial year-end, other than those indicated in the specific sections.
The letter of 22 December 2020 from the Chairman of the Corporate Governance Committee to the Chairpersons of the Boards of Italian listed companies was brought to the attention of the Board of Statutory Auditors in its meeting of 23 February 2021 and the Board of Directors at its meeting of 2 March 2021.
The Board acknowledged the analyses and recommendations made in the letter and confirmed the overall adequacy of the Company as regards:
In addition, the Board considered its contribution to the development of strategic plans and oversaw the board review process.
Direzione e Coordinamento IMMSI S.p.A. Cap. Soc. Euro 207.613.944,37 i.v. Sede legale: Pontedera (PI) viale R. Piaggio, 25 Reg. Imprese Pisa e Codice fiscale 04773200011 R.E.A. Pisa 134077
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