4.1 appointment and replacement (Article 123-bis.1.l) TUF)
Article 20) of Salini Impregilo S.p.A.’s Bylaws require that ”the Company is managed by a Board of Directors consisting of 15 members.
The candidates that meet the requirements set by the legislation and regulations in force at the time of their appointment may accept such appointment.
Directors are elected using lists submitted by the shareholders that comply with the applicable legislation on gender equality, according to the procedures detailed below, in which the candidates are listed in numeric sequence.
In order to be valid, each list includes at least two candidates that meet the independence requirements established by law. They are shown separately and one of the two heads the list.
The lists shall be deposited at the Issuer’s registered office at least twenty-five days before the date of first call of the shareholders’ meeting, as detailed in the notice calling the meeting.
Each individual shareholder, shareholders who are parties to significant shareholder agreements pursuant to Article 122 of Legislative Decree no. 58/1998 of February, the parent, subsidiaries and jointly controlled entities pursuant to Article 93 of Legislative Decree No. of 58/1998 February cannot submit or participate in the submission of more than one list, either directly or through a third party or a nominee, nor can they vote for more than one list, either directly or through a third party or a nominee. Moreover, each candidate may only be present in one list in order to be eligible. Acceptances or votes breaching such prohibition shall not be assigned to any list.
Lists may be filed only by Shareholders who, alone or together with other Shareholders, hold shares representing in the aggregate at least 2% of the share capital with the right to vote at Ordinary Shareholders’ Meetings, or a lower percentage that may be required pursuant to imperative provisions of laws or regulations..
Together with each list and within the respective time limits stated above, the shareholders must file: (i) statements whereby each candidate accepts their candidature and states, under their own responsibility, the inexistence of any reasons for ineligibility or incompatibility and the existence of the requirements for the relevant offices; (ii) a professional and personal profile of each candidate and mention of whether they qualify as independent and any offices held as director or statutory auditor in other companies; and (iii) any other information that is requested in the notice calling the shareholders’ meeting and required under the applicable law or regulations.
A certificate issued by a legally-authorized intermediary must also be filed, within the time limit established in the rules governing the publication of lists by the Company, showing ownership of the number of shares necessary to submit lists at the date of filing of the list with the Company.
Lists that contain three or more candidates must be comprised of candidates of both genders, so that the gender with fewer representatives has at least one fifth (on the first term of office starting after August 12, 2012) and then one-third (rounded up) of the candidates.
Lists submitted that do not meet the above requirements will be treated as not having been submitted.
The following procedure is carried out to elect the directors: a) If at least one list obtains a number of votes representing at least 29% of the Company share capital entitled to vote at the ordinary shareholders’ meeting, 14 directors shall be taken from the list with the highest number of votes, in the progressive order in which they are shown on the list, while 1 Director shall be taken from the minority list that has obtained the highest number of votes and is not connected in any way, even indirectly, with the shareholders who filed or voted the list that obtained the largest number of votes. If the first two lists receive the same number of votes, 7 Directors shall be drawn from each of the said lists, in the numerical sequence in which they are listed on the lists, while 1 Director shall be drawn from the list that obtained the third-highest number of votes and is not connected in any way, directly or indirectly, with the shareholders who filed or voted for the lists that received the highest number of votes If only two lists are submitted, the oldest candidate among those not already drawn from the first two lists shall be elected as the 15th Director;
b) If none of the lists receives votes equal to at least 29% of the share capital with voting rights at ordinary shareholders’ meetings, the 15 directors are taken from all the lists submitted as follows: the votes received by the lists will be divided successively by progressive whole numbers from one to fifteen. The resulting scores shall be assigned to the candidates of each list in consecutive order using the order in which they are included in the lists. The candidates are then included in a single decreasing order list, based on the scores given to each one.
Those with the highest score are elected. If more than one candidate has the same score, the one from the list that has not had any director elected from it or has had the smallest number of directors elected is taken.
Lists that do not obtain a vote percentage equal to at least half that set by the Bylaws for the submission of lists shall not be considered.
Should the election of candidates using the above methods not ensure composition of the Board of Directors in accordance with the applicable legislation on gender equality, the candidate of the gender most represented elected last in consecutive order from the list that received most votes shall be replaced by the first candidate of the less represented gender not elected from the same list in sequential order. This replacement procedure shall be continued until the Board of Directors composition complies with the applicable legislation on gender equality. If this procedure does not produce this result, substitution shall take place on the basis of a resolution adopted by a relative majority of the Shareholders’ Meeting, after candidates of the gender with lower representation are placed in nomination.
Should no list be filed or accepted, the Shareholders’ Meeting shall adopt resolutions with the majorities required by law, without complying with the above-mentioned procedure, in order in any case to ensure the presence of the necessary number of Directors who meet the independence requirements prescribed by law, and compliance with the applicable legislation on gender equality.
The list voting procedure is only used when an entire board is being appointed.
Should one or more directors leave their position during the year, in order to ensure that the majority of the board is always made up of directors appointed by the shareholders, the Board of Directors shall replace them pursuant to Article 2386 of the Italian Civil Code, appointing candidates from the list to which the former director belonged, in consecutive order, and who are still eligible and willing to accept the position. Directors who have left office are always replaced: (i) ensuring the presence of the number of directors with the independence characteristics required by law necessary and (ii) in compliance with the applicable legislation on gender equality. If the majority of Directors appointed by the Shareholders’ Meeting cease to be in office, the remaining Directors shall be deemed to be no longer in office, effective as of the date when the Board of Directors is reconstituted through election by the Shareholders’ Meeting.
For the Issuer, as it is subject to management and coordination by Salini Costruttori S.p.A., Article 37 of the Markets Regulation adopted by Consob under resolution no. 16191 of October 29, 2007 et seq. also applies. According to this Article, subsidiaries subject to management and coordination by another company must have an internal control committee composed of independent directors. The above also applies for the other committees recommended by the Corporate Governance Code for listed companies approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., where established.
On March 19, 2015, the Board of Directors resolved to call an Extraordinary Shareholders’ Meeting for the approval of the amendment to Article 20 of the Bylaws which will allow the shareholders in the future, during the renewal of the Board of Directors, to determine the number of members of the Board in the range between 7 to 15 members, as opposed to the current provision which requires 15 members, as well as to introduce further provisions regarding the procedures for the appointment of the members.
The above has been designed to meet the need to provide flexibility in the composition of the management body and grant the Shareholders’ meeting the power to establish, from time to time, the number of its members, in any case within a range that allows it to maintain a suitable to generate the dialogue required for the management of a leading issuer like the Company.
For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Assembly” section.
With respect to criterion 5.C.2 of the Code, the Board of Directors approved a succession plan (the “Plan”) defined, also on the basis of the relevant proposals made by the compensation and nominating committee on March 19, 2014, which handled the preliminary investigation, and subsequently updated by the board resolution on March 19, 2015.
The Plan includes the procedures to apply in order to ensure the continuity of company management in the event the CEO leaves office before the end of his term of office, also making all decisions necessary for the immediate future, attributing the appropriate powers and proxies to the Chairperson.
The plan consists of: (i) compliance with the Bylaws concerning the replacement of Directors ceasing to hold office; (ii) compliance with the regulations approved by the Board of Directors concerning the maximum number of positions that can be held in other companies pursuant to criterion 1.C.3 of the Code; (iii) compliance with the principles set forth in criterion 2.C.5 of the Code concerning “cross directorship”; (iv) competence and experience requirements of the individual to be appointed; (v) a balance between enhancing internal management skills (though a structured management assessment procedure) and opening to the market.
The Plan provides for appointing the Chairperson of the Board of Directors to identify a possible successor of the CEO. The chairperson, after consultation with the compensation and nominating committee, will also be required to prepare a proposal for the Board of Directors.
The role of the compensation and nominating committee is to assess, on an annual basis, whether to revise the plan. However, the Board of Directors has the power to (i) call on, at any time, the compensation and nominating committee to propose a revision of the plan providing guidelines or (ii) to revise the plan directly.
4.2. Composition (Article 123-bis.2.d) of TUF)
COMPOSITION OF THE CURRENT BOARD AND COMMITTEES AT YEAR END
|Board of Directors|
|Position||Members||Year of birth||Date of first appointment||In office since||In office until||List (M/m)||Executive||Non-executive||Independent as per Code||Independent as per TUF||% BoD||No. of other positions||Control and risk committee||Compensation and nominating committee||Executive committee||Committee for related -party transactions|
|Chairperson||Claudio Costamagna||1956||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||100||4||M 80|
|CEO||Pietro Salini||1958||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||100||P 100|
|Director||Marina Brogi||1967||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||X||X||70.59||2||P 100||M 100|
|Director||Giuseppina Capaldo||1969||06.11.2012||06.11.2012||Shareholders’ meeting to approve 2014 financial statements||m||X||X||X||76.47||3||M 85.71||M 100|
|Director||Mario Cattaneo||1930||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||X||X||82.35||3||P 100|
|Director||Roberto Cera||1955||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||94.12|
|Director||Laura Cioli||1963||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||X||X||83.25||3||100|
|Director||Alberto Giovannini||1955||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||X||X||94.12||7||M 95||P 100|
|Director||Nicola Greco||1949||09.12.2013||09.12.2013||Shareholders’ meeting to approve 2014 financial statements||X||X||X||83.25||1|
|Director||Pietro Guindani||1958||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||X||X||64.71||3||M 95.2 4|
|Director||Geert Linnebank||1956||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||X||X||94.12||2||M 100||M 100|
|Director||Giacomo Marazzi||1940||09.12.2013||09.12.2013||Shareholders’ meeting to approve 2014 financial statements||X||X||X||94.12||1||M 95|
|Director||Franco Passacantando||1947||09.12.2013 effective from 12.15.2013||09.12.2013 effective from 12.15.2013||Shareholders’ meeting to approve 2014 financial statements||X||X||X||94.12||2||M 90.4 8|
|Director||Laudomia Pucci||1961||07.17.2012||07.17.2012||Shareholders’ meeting to approve 2014 financial statements||M||X||X||X||82.35||1||M 87.5|
DIRECTORS WHO LEFT OFFICE DURING THE YEAR
|Position||Members||In office since||In office until||List (M/m)||Executive||Non-executive||Independent as per Code||Independent as per TUF||% BoD||No. of other positions||Control and risk committee %||Compensation and nominating committee %||Executive committee||Committee for related - party transactions|
|Director||Simon Pietro Salini||07.17.2012||09.25.2014||M||X||92.85||1||M 87.5|
|Quorum required to present lists at time of last appointment: 2%|
|No. of meetings held during the year:||BoD: 17||CRC: 21||CNC: 8||EC: 20||RPTC: 2|
In their meeting of July 17, 2012, the shareholders of Impregilo elected a new Board of Directors for a term of three years, i.e. until the shareholders’ meeting to approve the financial statements as at December 31, 2014. Fourteen directors were elected from the majority list presented by the shareholder Salini S.p.A. and the fifteenth member from the minority list presented by the shareholder Igli S.p.A..
Votes in favor of the new board approximated 51.98% of the voting rights for this resolution for the majority list and approximately 47% of the voting rights for this resolution for the minority list, equal to roughly 78.74% of the company’s overall voting rights.
Giuseppina Capaldo was elected director of the Issuer for the first time on June 11, 2012. The other directors were elected for the first time on July 17, 2012, except for Nicola Greco, Giacomo Marazzi and Franco Passacantando, as specified below. Simon Pietro Salini, non-independent and non-executive Director, submitted his resignation from the offices of Director and member of the executive committee on September 25, 2014.
The Board of Directors did not co-opt a person to fill the vacancy of the resigned Director.
The Board, at their meeting held on October 14, 2014, also resolved to reduce from five to four the number of members of the executive committee, confirming the following members in office:
The directors’ personal and professional profiles are presented in their curricula vitae posted on the website www.salini-impregilo.com, under the "Governance - Board and Committees” section.
No change in the Board of Directors or its committees has taken place since year end.
Maximum number of positions held in other companies
In its meeting of December 12, 2007, the board resolved to adopt a specific rule:
“Whereas for the purposes of this rule, “companies of significant size” are”:
a.Italian companies listed on Italian or other EU state regulated markets;
b.banks, financial brokers pursuant to Article 107 of Legislative Decree no. 385 of September 1, 1993, stock brokerage companies pursuant to Article 1.1.e) of the Consolidated Act, variable capital investments companies (OEICs) pursuant to Article 1.1.i) of the Consolidated Act, fund management companies pursuant to Article 1.1.o) of the Consolidated Act, insurance companies pursuant to Article 1.1.s), t) and u) of Legislative Decree no. 209 of September 7, 2005, set up as companies as per paragraphs V, VI and VII, section V, chapter V of the Italian Civil Code not listed on Italian or EU state regulated markets;
c.companies as per paragraphs V, VI and VII, section V, chapter V of the Italian Civil Code that individually or collectively at group level, if they prepare consolidated financial statements, show: i) revenue from goods and services of more than €500 million; or ii) assets of more than €800 million, not listed on Italian or other EU state regulated markets, the maximum number of positions that Impregilo directors may hold is:
The maximum number of positions as director or statutory auditor in other significant size companies cannot exceed four.
Non-executive directors members of the executive committee
The maximum number of positions as director or statutory auditor in other significant size companies cannot exceed six.
Non-executive directors who are not members of the executive committee
The maximum number of positions as director or statutory auditor in other significant size companies cannot exceed eight.
In order to calculate the number of positions:
- positions in companies that are directly and/or indirectly controlled by Impregilo S.p.A., are its parent companies or are subject to joint control are not considered;
- positions as alternate statutory auditor are not considered;
- positions held in significant size companies belonging to the same group which is not that of the Issuer are considered to have the following “weight”:
- first position: one
- second position: one and a half
- from three up: two.
Should a director be offered new positions that would lead to their exceeding the above ceilings, they shall inform the board promptly of this so that the board can grant waivers (also temporary) to the maximum number of positions set in this rule. The waiver shall be adequately documented. It shall be described in the company’s corporate governance report together with the reasons therefor.”
The current composition of the board complies with the above general criteria.
In order to provide the Directors and Statutory Auditors with an adequate background to the Issuer’s sector, its characteristics and developments as well as the relevant legislative framework, the Chairperson ensures that:
- the Board of Directors and the committees (through their Chairpersons) are informed thereof during their meetings, also through the participation, at these meetings, of managers and technicians who have the necessary expertise to provide information on particularly complex or important issues;
- directors not part of committees are invited to attend committee meetings when this information is provided;
- the directors have access to the company’s intranet portal, where they can find information and documentation about the above topics (including the reports prepared by the integrity board as per Legislative Decree no. 231/01 about the legislative framework and standard practices);
- working sessions are held to illustrate specific business issues to the directors and statutory auditors.
Special sessions were held in 2014 for directors and auditors to help them gain insight into specific issues including, but not limited to, the interpretation and application of new accounting standards as well as on the application of the anti-corruption regulations within the Company. Technicians and experts on the issues to be discussed were invited to take part and speak at these sessions.
4.3. Role of the Board of Directors (Article 123-bis.2.d) of TUF)
Pursuant to Article 24 of the Bylaws (available on the website www.salini-impregilo.com, under the "Corporate Governance - Bylaws” section), the Board of Directors has the widest powers for the company’s ordinary and extraordinary management with no exceptions. It has the power to perform all those actions that it deems suitable to carry out the company’s activities as per its business object or related activities, except for those actions reserved exclusively for the shareholders by law.
The Board of Directors may resolve to set up or close branches in Italy or abroad, to decrease share capital if a shareholder withdraws therefrom, to adjust the Bylaws to reflect mandatory regulatory requirements, to transfer the legal offices within Italy and to merge other wholly controlled companies or companies, of which at least 90% control is held, into the parent. All of these transactions are to be carried out in accordance with Articles 2505 and 2505-bis of the Italian Civil Code.
The Board of Directors, at their meeting held on March 19, 2015, called an Extraordinary Shareholders’ Meeting for April 30, 2015, in order to amend Article 24 of the Bylaws so as to include, within the powers granted to the Board of Directors, also powers related to spin-offs, as shown in the following text:
The Board of Directors may thus resolve to establish or close branches in Italy or abroad, reduce the share capital in the event of a shareholder withdrawal, amend the Bylaws to comply with changes in legislation, transfer the registered office within Italy, and carry out a merger and spin-off in compliance with the provisions of Articles 2505 and 2505 bis of the Italian Civil Code.
For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section.
By law, the directors may not remain in office for more than three years and their term of office expires at the date of the shareholders’ meeting held to approve the financial statements of the last year of their term. As not provided for otherwise in Salini Impregilo’s Bylaws, the directors may be re-elected.
Pursuant to Article 21 of the Bylaws, the Board of Directors elects a chairperson from among its members and (possibly) one or two deputy chairpersons who substitute the chairperson in their absence or impediment.
Article 20 of the Bylaws provides that the Board of Directors has 15 members. As reported above, on March 19, 2015, the Board of Directors resolved to convene an Extraordinary Shareholders’ Meeting to take the necessary decisions aimed at changing the number of members of the Board of Directors, proposing that the Board be composed of 7 to 15 members instead of the current fixed number of 15, as well as additional provisions concerning the appointment of the board members.
For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section.
Salini Impregilo’s Board of directors met 17 times in 2014; on average, each meeting lasted about one hour and forty minutes.
The 2015 financial calendar (available on the website www.salini-impregilo.com, in the “Governance – Corporate Events” section) shows that 5 meetings are scheduled to take place during the year, the first of which was held on February 25, 2015.
Four other Board meetings have been held in 2015.
The Board, as part of the self-assessment process carried out in 2014, acknowledged that the chairperson, assisted by the board secretary, has provided the directors with the available documentation and information about the issues to be discussed before each meeting, and to have ensured their confidentiality through specific safeguard measures for the Directors and Statutory Auditors to access documentation. When useful, the documentation was made available together with specific executive summaries to aid the directors’ understanding and review of the matters to be discussed. Specifically, the independent directors found that the information provided by the CEO to the board was satisfactory.
The board meetings were usually attended by the secretary and the manager in charge of financial reporting. When appropriate, experts and managers of the Issuer and its group companies also participated, depending on the matters to be discussed, to ensure the proper and profitable working of the meetings and to provide any in-depth information necessary.
The chairperson ensured that the items on the agenda were each allowed enough time to allow their complete and constructive discussion and to analyze the supporting documentation, including the information provided before each meeting.
The directors expressed their positions and contributed to the meetings.
With respect to criterion 1.C.1.a) of the Code, with which the board has resolved to comply, the board is authorized to examine and approve:
- the strategic, business and financial plans of the Issuer and its group, and to periodically monitor their implementation;
- the Issuer’s corporate governance system;
- the structure of the group headed by the Issuer.
Given the role of Impregilo International Infrastructures N.V as a subholding of the "Concessions" business sector, the Board classified it as a "strategic subsidiary" at its board meeting held on October 14, 2014.
With respect to criterion 1.C.1.c) of the Code, in its meeting of March 19, 2015, and after the control and risk committee’s positive assessment, the board found the organizational, administrative and accounting structures of the Issuer and Impregilo International Infrastructures N.V. to be adequate, with particular respect to the internal control and risk management system.
- During its meetings, the board assessed the company’s performance, comparing it to the budget objectives and considering information received from the empowered bodies.
- On December 12, 2013, the Board of Directors resolved to retain responsibility for the following actions and transactions:
- exercise of voting rights: (a) at extraordinary meetings of the shareholders of the strategic subsidiaries and (b) at ordinary meetings of the aforementioned shareholders of the strategic subsidiaries called to appoint their directors;
- the review and approval of the business plan, budget and industrial plan;
- the performance of all More important transactions that do not require shareholder approval as per the “Regulations for related party transactions”, approved from time to time;
- the purchase and sale of investments in companies, consortia or other entities, as well as in businesses or business units.
With respect to criterion 1.C.1.g) of the Code and as resolved by the Board of Directors on March 12, 2007, and set out in section 3 of this report, during its meeting of March 19, 2015, the board assessed the size, composition and working of the board itself and its committees, following the review of the compensation and nominating committee that met on March 18, 2015. It considered aspects such as the professional characteristics, experience (including of a management nature) and the gender of the Board and related committees, and their length of term of office.
The self-assessment process, which involved each director completing a questionnaire, was prepared by the compensation and nominating committee, with the support of the internal audit unit, in a way to ensure that the opinions provided were received in anonymous form as well as the opportunity to propose actions to improve performance.
In short, the results obtained from the above analysis showed that:
- the composition of the Board is such that each Director has adequate professional experience, both in management and at an international level, in the various issues providing the greatest support to the activities of the corporate bodies, including technical, economic, financial and legal issues. Thanks to this combination of professional experience, the Board of Directors has fulfilled and will continue to fully discharge all of its functions and duties;
- the documentation and information available on the issues to be discussed have been provided to the directors in a clear and comprehensive manner, ensuring sufficient confidentiality of the pre-board meeting information, in adequate time before each meeting. The directors participate in the work of the Board appropriately and actively contribute to the discussion and decisions taken;
- the number of board meetings held, their duration, interval and frequency appear to be adequate;
- the issues to be resolved by the Board of Directors have been thoroughly examined and the empowered bodies have provided information to the Board of Directors on the activities carried out in exercising the powers conferred upon them;
- the directors take part in initiatives aimed at increasing their awareness of the company’s situation and dynamics, also with respect to the relevant legislative framework;
- the number of independent directors is considered appropriate in relation to the composition of the Board of Directors and for the activities carried out by the company;
- in the performance of the duties of their office, the Board of Directors is supported by the internal committees described below. The dimensions, expertise and experience of these committees are such that they are able carry out their respective tasks effectively.
In light of the results of self-assessment, the Board of Directors has prepared, in view of the expiration of the term of office of the Board of Directors and of the expected renewal with the approval of the financial statements as at December 31, 2014, also taking into account the opinion of the compensation and nominating committee, its own recommendation to shareholders on the professional profiles whose presence is deemed appropriate for the composition of the Board. Details of which are available on the company’s website www.salini-impregilo.com in the “Governance – Shareholders’ Meeting” section.
With respect to criterion 1.C.4., Article 20 of the Bylaws provides that, unless otherwise resolved by the Shareholders’ Meeting, Directors are not subject to the ban referred to in Article 2390 of the Italian Civil Code. In 2014 and 2015, to the present date, there were no critical issues or needs of an organizational nature that required the need to request to the Shareholders’ meeting to make exemptions from the abovementioned ban. .
4.4. Empowered Bodies
Chief executive officers
The Board of Directors may delegate part of its powers to one or more directors, setting limits and proxy operating methods. It may appoint directors and representatives, who do not necessarily have to be board members, and establishes their powers (Article 25 of the Bylaws).
The Board of Directors appointed Pietro Salini as CEO on July 18, 2012. It gave him the legal power to represent the company and signatory powers with third parties and in court. He also has powers to manage the company and may delegate responsibility for the organization and running of certain business activities.
The Board also reserved for itself, in addition to those powers reserved exclusively to it by law, also the exclusive authority for any decisions related to:
- the exercise of voting rights (a) at extraordinary meetings of the shareholders of the strategic subsidiaries and (b) at ordinary meetings of the aforementioned shareholders of the strategic subsidiaries called to appoint their directors;
- the review and approval of the Group’s business plan, budget and industrial plan;
- the performance of all significant transactions that do not require shareholder approval as per the “Regulations for related party transactions”, approved from time to time;
- the purchase and sale of investments in companies, consortia or other entities, as well as in businesses or business units.
The CEO and General Director, Mr. Pietro Salini, is in charge of running the company (Chief Executive Officer). As required by criterion 2.C.5, it should be noted that no interlocking directorate situation exists, given that the CEO does not hold directorships in any other Italian listed companies.
Chairperson of the Board of Directors
The chairperson is the company’s legal representative and has signatory powers with third parties and in court pursuant to Article 28 of the Bylaws. The chairperson does not have special strategic decision-making powers.
The chairperson of the Board of Directors is not the chief executive officer nor is he the majority shareholder of the Issuer.
Executive committee (Article 123-bis.2.d) of TUF)
Pursuant to Article 25 of the Bylaws, the Board of Directors may delegate all or part of its powers (not reserved to it by law) to an executive committee consisting of a number of members to be less than half that of the Board of Directors, including the CEO, who acts as chairperson of the executive committee.
The Board of Directors set up an executive committee, in accordance with Article 25 of the Bylaws.
The executive committee in office, appointed by the Board of Directors on September 12, 2013, comprised, until September 25, 2014, the following members of the Board of Directors:
|Member||Simon Pietro Salini|
On October 14, 2014, the Board of Directors, further to Simon Pietro Salini’s resignation as member of the executive committee on September 25, 2014, resolved to bring the number of members of this committee to five. The members of the current executive committee are:
The executive committee is convened as required and meetings are not scheduled for each year.
The executive committee met 20 times during the year and each meeting lasted an average of approximately one hour.
Five meetings have been held by the executive committee in 2015.
Please see the Table provided in Section 4.2 for information on the percentage of meetings attended by each member of the executive committee during the year.
The Board of Directors delegated all the ordinary and extraordinary administrative powers reserved to it to the executive committee, except for those powers reserved exclusively to it by law and those related to the performance of the following actions and transactions, reserved to the board:
- (i) the exercise of voting rights (a) at extraordinary meetings of the shareholders of the strategic subsidiaries and (b) at ordinary meetings of the aforementioned shareholders of the strategic subsidiaries called to appoint their directors;
- (ii) the review and approval of the Group’s business plan, budget and industrial plan;
- (iii) the performance of all significant transactions that do not require shareholder approval as per the “Regulations for related party transactions”, described in section 12 of this report, approved from time to time;
- (iv) the purchase and sale of investments in companies, consortia or other entities, as well as of businesses or business units.
Information to be provided to the Board of Directors
The Board of Directors meets at least every three months. The CEO, also as chairperson of the executive committee, reported to the board and the Board of Statutory Auditors on the activities carried out under proxy and key transactions at these meetings and whenever required by the specific circumstances.
4.5. Other Executive Directors
The Board of Directors currently consists of one executive director (the CEO) and 13 non-executive directors.
As described in section 3 about criterion 2.C.1., the directors making up the executive committee are considered to be non-executive as involvement in the committee, given the subject of the related resolutions, does not entail the systematic participation of its members in the day-to-day management of the company nor does it lead to remuneration such that would compromise their independence.
4.6. Indipendent Directors
The Issuer’s Board of Directors is composed of the following 11 independent directors:
|Mario Giuseppe Cattaneo|
The Board, applying all of the criteria envisaged by the Corporate Governance Code, assessed, at the first opportunity after their appointment, specifically:
- on July 18, 2012 for Directors Marina Brogi, Mario Cattaneo, Laura Cioli, Alberto Giovannini, Pietro Guindani, Geert Linnebank, Laudomia Pucci and Giuseppina Capaldo,
- on September 12, 2013, for Directors Nicola Greco, Giacomo Marazzi and Franco Passacantando and during the meeting held to approve the annual draft financial statements, the Board of Directors assessed that each non-executive director met the independence requirements set by the Code applying each criterion established thereby. They then disclosed the results of their assessment to the market.
The Issuer’s 11 independent directors meet the independence requirements pursuant to both the Consolidated Finance Act and the Code.
The Board of Statutory Auditors checked the correct application of the criteria and procedures adopted to check independence by the board. The outcome of such process will be communicated by the Board of Statutory Auditors to the market in its report to the shareholders.
As resolved by the Board of Directors about criterion 3.C.6. of the Code in its meeting of March 12, 2007, the independent directors meet annually before the board meeting held to approve the annual financial statements for self-assessment purposes and so that any remedial action to be taken can be examined with respect to the role played by independent directors within the board. They met on March 19, 2015 and reported to the board on the same day. The independent directors met once during the year for the activities described below.
When agreeing to their inclusion in the lists of candidate directors, the independent directors have not agreed to maintain their independence throughout their term of office and, if necessary, to resign.
During the meetings held during the year, the independent directors also:
- expressed a favorable opinion on the qualification as non-executive of the directors who serve on the executive committee;
- carried out a self-assessment with respect to the role played by independent directors within the Board of Directors.
4.7. Lead Indipendent Director
As the requirements of the Code are not met, the board has not deemed it necessary to designate an independent director as lead independent director.