Corporate Governance

Board of directors

The Board of Directors is appointed by the Shareholders’ Meeting and is responsible for the Company management. This includes the functions and responsibilities of the Company and Group’s strategic and organizational guidelines, as well as the verification of the existence of the controls required to monitor the performance of the Company and its subsidiaries. The Board of Directors is currently composed of the following members, whose mandate will expire when approving the financial statements year 2019:

PACOTTO GIUSEPPE

Chairman and CEO

FERRERO
GUIDO

Board Member

GIACCARDI GIANLUCA

Board Member

CRIVELLO MASSIMO

Board Member

GRAZIOTIN ROBERTO

Board Member

GULLINO
MAURO

Board Member

The members meet regularly and carry out their duties with diligence and autonomy, pursuing the objective of creating value for shareholders, being aware of the social relevance of the assets in which the Company is engaged and the consequent need to consider properly all the involved interests. The members’ participation to the Board of Directors meetings and to internal committees during the year are governed by annual approved calendars. Remuneration of the members is established by the Shareholders’ Meeting for each member (Article 33 – Social Statute). The total economic treatment of the Chairman and the Chief Executive Officer is identified by the Board of Directors and and by the Board of Internal Statutory Auditors. Total remuneration received by the Chairman and by the Board of Directors during the year are shown in the note to the Financial Statements.

Board of internal staturory auditors

The Board of Internal Statutory Auditors is required to supervise the observance of the law and of the Social Statute as well as the respect of the principles of sound administration during social activities, the adequacy of the organizational structure, the internal control system and the administrative and accounting system of the Company. The Board of Internal Statutory Auditors has furthermore to carry out all the tasks assigned it by the law.
As decided by the Ordinary Shareholders’ Meeting past April 20, 2017, the Board of Internal Statutory Auditors consists of three standing auditors and three substitute auditors, whose mandate will expire when approving the financial statements year 2019.
Board of Internal Statutory Auditors members:

GIRAUDO
PAOLO

Chairman

TIBALDI
BRUNO

Internal Statutory Auditor

TIBALDI
DANILO

Internal Statutory Auditor

DAMILANO GIANPAOLO

Internal Statutory Auditor

ROSSANO
LUCA

Internal Statutory Auditor

Auditing firm

The statutory audit of annual accounts is entrusted to a specialized external auditing firm, regularly registered in the register of independent statutory auditors, appointed by the Shareholders’ Meeting under proposal of the Board of Internal Statutory Auditors.
The audit of the Financial Statements and the Consolidated Financial Statements for the years 2011-2019 has been entrusted, as approved by the Shareholders’ Meeting on May 29, 2014, under proposal of the Board of Internal Statutory Auditors, to the Independent Auditors BDO ITALY SpA.
While developing the proposal for assignment, the Board of Internal Statutory Auditors preventively verified the independence requirements of the entrusted company with reference to Tesi SpA.
This company, also for the year 2016, confirmed its independence to the Board of Internal Statutory Auditors, in compliance to the art. 17, indent 9, Legislative Decree 27 January 2010 no. 39.
The Review Manager for BDO ITALIA SpA is Anna Maria Bongiovanni.

Shareholders’ meeting

The Shareholders’ Meeting is the collective body that expresses the Shareholders’ will.
With the powers defined by law and by the Social Statute, the Shareholders’ Meeting resolves on the appointment and removal of the Board of Directors and the Board of Internal Statutory Auditors members and on the related remuneration and accountability, on the approval of the Financial Statements and the allocation of profits, on the purchase and sale of shares, on the amendments to the Social Statute, on the issue of convertible bonds.