Prysmian: board of directors approved the slate of candidates for the renewal

29/02/2024 - 07:16 AM

The Board of Directors Prysmian S.p.A., met on February 28, unanimously resolved to submit to the Ordinary Shareholders' Meeting, to be held on 18 April 2024, its slate of candidates (“BoD Slate”) for the renewal of the Board of Directors for the three-year period 2024-2026.

The candidates included in the BoD Slate have been selected by the Board of Directors pursuant to a selection process managed by the Remunerations and Nominations Committee, assisted by the Lead Independent Director who ensured independence in the process and with the support of a leading international consulting firm. The process was conducted in line with market best practices and consistently with legal requirements.

The candidates were selected in accordance with Prysmian Board Composition Policy also containing the Board Skill Matrix and the process to be followed approved by the outgoing Board of Directors and published in November 2023.

The BoD Slate includes candidates with a mix of skills and experience that will enable them to assess and manage the business challenges, the strategic context and the main risks to which Prysmian is exposed.

The BoD Slate:

  • is composed of twelve candidates, 75% of whom meet the independence requirements recommended by the Corporate Governance Code.
  • is two-thirds made up of outgoing Directors to ensure stability and effectiveness in the management of the company and in the activities of the Board Committees.
  • presents an adequate level of diversity of experience and competences consistent with the Board Skill Matrix.
  • has two candidates who, if appointed, will qualify as Executive Directors.
  • enhances a broad spectrum of diversity, including gender balance (50%).

The BoD Slate is composed of the following candidates, who have already informally indicated their willingness to stand as candidates:

  1. Jaska Marianne de Bakker, independent
  2. Francesco Gori, independent, candidate as Chairperson
  3. Massimo Battaini, candidate as CEO
  4. Ines Kolmsee, independent
  5. Valerio Battista, candidate as Vice-Chairperson
  6. Annalisa Stupenengo, independent
  7. Pier Francesco Facchini, executive
  8. Tarak Bhadresh Mehta, independent
  9. Emma Marcegaglia, independent
  10. Richard Keith Palmer, independent
  11. Barbara Cominelli, independent
  12. Mei Mei Chow, independent

The proposed candidates possess personal traits instrumental to play an effective role at Board level. This includes the capability to navigate complex situations, build relationships across various levels, ensure independency, respect the diversity of roles, uphold integrity, and commit the necessary time and effort to their roles.

Within the BoD Slate, the presence of the outgoing CEO, Mr. Valerio Battista, is confirmed, for whom the appointment as Vice-Chairman will be proposed without the attribution of any additional office or executive roles and with a remuneration consistent with other directors. The Board believes that his presence would ensure the right continuity and best reflects the perspective of all stakeholders and that Mr. Battista, in his new role, will be able to continue to support Prysmian.

The documentation relating to the BoD Slate and to the individual candidates provided for in applicable law will be made available to the public, together with the calling of the Shareholders’ Meeting.

The Board of Directors thanks the outgoing Directors - leaving because they have lost their independence pursuant to art. 2 of the Corporate Governance Code - for the valuable work done over the course of their term, supporting the Company in its ongoing process of growth and consolidation.

“It has been an honour for me, as Chairman of the Board of Directors, to be alongside Prysmian during these years in which the company has successfully overcome important challenges and pursued significant growth,” stated Claudio De Conto, Chairman of Prysmian Board of Directors. “I would like to thank the members of the Board of Directors, of the Board of Statutory Auditors, the management team and all the Prysmian Group's employees for the commitment and professionalism shown over these years, and I am sure that the new Board will support the management in seizing the best opportunities arising from the energy transition and digital transformation. Finally, on behalf of al the members of the Board I would like to extend a special thank to Valerio Battista, who led Prysmian for 22 years and brought the Company to be the world leader in the sector in which it operates."

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