Corporate Bodies

OVERVIEW

Board of Directors and Board of Statutory Auditors

The Company has adopted a traditional administration and control model characterized by a Shareholders’ Meeting, a Board of Directors and a Board of Statutory Auditors. This Corporate Governance system is based on the core role of the Board of Directors (as the most senior body delegated to manage the Company in the interests of shareholders), on the transparency of decision-making processes, on an effective internal control system, on careful rules governing potential conflicts of interest and on appropriate standards of conduct for related party transactions.

gori 2

FRANCESCO GORI

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Chairman & Independent Non-Executive Director.
Valerio Battista

VALERIO BATTISTA

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Vice-Chairman & Non-Executive Director.
Massimo Battaini

MASSIMO BATTAINI

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Group Chief Executive Officer & General Manager.
Emma Marcegaglia

EMMA MARCEGAGLIA

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Independent Non-Executive Director & Lead Independent Director.
Paolo Amato

PAOLO AMATO

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Independent Non-Executive Director.
Jaska De Bakker

JASKA DE BAKKER

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Independent Non-Executive Director.
facchini

PIER FRANCESCO FACCHINI

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Group Chief Financial OfficerExecutive Director.

INES KOLMSEE

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Independent Non-Executive Director.

TARAK MEHTA

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Independent Non-Executive Director.
Richard Palmer

RICHARD KEITH PALMER

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INDEPENDENT NON-EXECUTIVE DIRECTOR.
Susannah-Hall-Stewart

SUSANNAH STEWART

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INDEPENDENT NON-EXECUTIVE DIRECTOR.
annalisa-stupenengo

ANNALISA STUPENENGO

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Independent Non-Executive Director.

Board of Directors


Member | Year of birth First Appointment Current charge Executive/Independent Meetings Other offices
⧫ Francesco Gori, Chairman | 1952 18/09/2018 from 18/04/2024 to 2027 Independent 9/10 1
⧫ Valerio Battista, Vicechairman | 1957 15/12/2005 from 18/04/2024 to 2027 Non- Executive 10/10 -
⧫ Massimo Battaini, CEO | 1961 25/02/2014 from 18/04/2024 to 2027 Executive 10/10 -
● Paolo Amato, Director | 1964 12/04/2018 from 18/04/2024 to 2027 Independent 9/10 2
⧫ Jaska de Bakker, Director | 1970 28/04/2021 from 18/04/2024 to 2027 Independent 10/10 2
⧫ Pier Francesco Facchini, Director and CFO | 1967 28/02/2007 from 18/04/2024 to 2027 Executive 10/10 2
⧫ Richard Keith Palmer, Director | 1966 18/04/2024 from 18/04/2024 to 2027 Independent N/A -
⧫ Ines Kolmsee, Director | 1970 28/04/2021 from 18/04/2024 to 2027 Independent 9/10 3
⧫ Emma Marcegaglia, Director and L.I.D. | 1965 18/04/2024 from 18/04/2024 to 2027 Independent N/A 1
⧫ Tarak Mehta, Director | 1966 28/04/2021 from 18/04/2024 to 2027 Independent 10/10 1
● Susannah Stewart, Director | 1968 18/04/2024 from 18/04/2024 to 2027 Independent N/A -
⧫ Annalisa Stupenengo, Director | 1971 28/04/2021 from 18/04/2024 to 2027 Independent 10/10 1

Notes

⧫ Director elected form the slate presented by the outgoing Board which obtained the majority of the votes.
● Director elected form the slate presented by a group of shareholders related to asset management companies and institutional investors.
(1) Date on which the director was appointed to the Board of Directors for the first time (ever).
(2) Expiry date envisaged with the Shareholders' Meeting that will approve the financial statements for the year ending 31/Dec/2026.
(3) Attendance at Board meetings in 2023 (no. of attendances/no. of meetings held. N/A: not in office during the period).
(4) Number of offices held in other companies listed on regulated markets, including foreign ones, in financial, banking, insurance companies, or companies of significant size.

 

 

 

 
 
 
 

Board of Statutory Auditors

Composition

  • It is composed of 3 Standing Auditors and 2 Substitute Auditors, appointed by the Shareholders' Meeting. They remain in office for a period of three financial years and can be re-elected.
  • All members of the Board of Statutory Auditors must meet the independence requirements established by art. 148, paragraph 3 of the Consolidated Law on Finance, as well as the requirements of integrity and professionalism set out in Ministry of Justice Decree no. 162/2000.
  • At least 2/5 of the member of the Board of Statutory Auditors must belong to the less represented gender.

Appointment

  • The Board of Statutory Auditors is appointed on the basis of slates of candidates.
  • Slates can be submitted by Shareholders who, alone or together with other Shareholders, represent the minimum threshold of ordinary share capital set annually by Consob.
  • If two or more slates are duly submitted, two Standing Auditors and one Substitute Auditor are taken from the slate that obtained the majority of votes, in the order in which they are listed. One Standing Auditor, who shall act as Chairman, and one Substitute Auditor shall be elected from the slate that obtained the highest number of votes after the first one.

 

 

Contacts:

Board of Statutory Auditors e-mail for contacts and communications: [email protected]

The Board of Statutory Auditors oversees compliance with the law, the By-laws and the standards of good management in the performance of company activities whilst also monitoring the adequacy of the Company’s organizational structure, internal control, administrative and accounting systems.

Stefano Sarubbi

STEFANO SARUBBI

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Chairman of the Board of Statutory Auditors
Laura Gualtieri

LAURA GUALTIERI

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Standing Auditor
Roberto Capone

ROBERTO CAPONE

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Standing Auditor

VIERI CHIMENTI

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Alternate Auditor

STEFANO ROSSETTI

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Alternate Auditor

Board of Statutory Auditors


Member | Year of birth First Appointment (1) Current charge (2) Independence Code/TUF Meetings (3) Other offices (4)
● Stefano Sarubbi, Chairman | 1965 12/04/2022 dal 12/04/2022 al 2025 yes/yes 24/24 14
⧫ Roberto Capone, Standing Auditor | 1968 13/04/2016 from 12/04/2022 to 2025 yes/yes 23/24 17
⧫ Laura Gualtieri, Standing Auditor | 1955 12/04/2022 from 12/04/2022 to 2025 yes/yes 24/24 1
⧫ Stefano Rossetti, Alternate Auditor | 1965 12/04/2022 from 12/04/2022 to 2025 yes/yes N/A 3
● Vieri Chimenti, Alternate Auditor | 1966 12/04/2022 from 12/04/2022 to 2025 yes/yes N/A 33

Notes

⧫ Member elected form the slate jointly presented by the shareholders Clubtre S.r.l., Albas S.r.l. e Angelini Partecipazioni Finanziarie S.r.l. which obtained the majority of the votes.
● Member elected form the slate jointly presented by a group of shareholders related to asset management companies and institutional investors.
(1) Date on which the Auditor was appointed to the Board of Statutory Auditors for the first time (ever).
(2) Expiry date envisaged with the Shareholders' Meeting that will approve the financial statements for the year ending 31/Dec/2024.
(3) Attendance at Board of Statutory Auditors meetings (no 17) and to meetings jointly with internal committees (no.7). in 2023 (no. of attendances/no. of meetings held N/A: not in office during the period).
(4) Number of offices held in other companies pursuant to art. 148-bis TUF and of the related provisions contained in the Consob Issuers' Regulation.