Governance model

A governance system striving for excellence

Our corporate governance model (italian model, so called traditional model) is in line with principles set down in the Code of Self-Regulation for listed companies, as determined by Borsa Italiana S.p.A. in October 1999 and subsequently modified, with recommendations formulated by CONSOB and international best practice.

Shareholders' Meeting

It approves the Financial Statements, appoints the Board of Directors, Board of Auditors and Indipendent Auditors and also resolves upon amendments to the Company By-Laws

Board of Auditors

It supervises compliance with legislation and the Company's By-Law and is responsible for controlling management

Board of Directors

It defines strategic policies and is responsible for managing the company

Independent Auditors

The are responsible for auditing company accounts

It supervises compliance with legislation and the Company's By-Law and is responsible for controlling management

It defines strategic policies and is responsible for managing the company

The are responsible for auditing company accounts

Control and Risk Committee

It helps the BoD to assess the sustability of the internal auditing system. It also assesses the correct use of accounting standards *

Appointments and Remuneration Committee

It expresses opinions on BoD size, composition and professional skills of the directors;
Propose Directors in case of co-optation should ther be necessary to substitute independent directors;
It is responsible for proposing the fees for directors with specific offices as well as incentive and salary schemes for top managers, supervising application of BoD decisions

Related Parties Commitee

It voices opinions of the company's interest regarding the performance of trasactions with related parties, as per advantages and substantial correctness of the relative conditions

Supervisory body

It checks that the "Model 231" functions correctly and is responsible for the relative updates

Executive Appointed to draft Corporate Accounts

It is responsible for checking the actual application and suitability of accounting and administrative procedures

It helps the BoD to assess the sustability of the internal auditing system. It also assesses the correct use of accounting standards *

It expresses opinions on BoD size, composition and professional skills of the directors;
Propose Directors in case of co-optation should ther be necessary to substitute independent directors;
It is responsible for proposing the fees for directors with specific offices as well as incentive and salary schemes for top managers, supervising application of BoD decisions

It voices opinions of the company's interest regarding the performance of trasactions with related parties, as per advantages and substantial correctness of the relative conditions

It checks that the "Model 231" functions correctly and is responsible for the relative updates

It is responsible for checking the actual application and suitability of accounting and administrative procedures

* The Board of Auditors is responsible for supervising autiding pursuant to Article 19 of Italian Legislative Decree No. 39/2010

Management Body
Control Body

Last updated: Feb 02 2017