Board of Directors

In accordance with article 14 of the Articles of Association, the company is managed by a Board of directors consisting of five to eleven members appointed by the Shareholders’ Meeting also among non-shareholders. Before appointing a new Board, the Shareholders’ Meeting shall determine the number of members. The Board of Directors currently in office, composed of nine members, was appointed by the Shareholders’ Meeting on 30 April 2015 and will remain in office until approval of the financial statements as at 31 December 2017.

An engineer with an honorary degree in management engineering from the Turin Politecnico, Mr. Salza has been registered with the Register of Auditors since 21 April 1995. He holds the titles of “Cavaliere di Gran Croce dell’Ordine al Merito” of the Italian Republic, of “Commendatore del Sovrano Ordine di Malta” and of “Cavaliere del Lavoro”. He is Chairman of Tecno Holding, Tecnoinvestimenti and Intesa Sanpaolo; member of the Board of ABI (Italian Banking Association); member of the Board and of the Executive Committee of Assonime (association of Italian joint stock companies), member of the Board of the Venice Cini Foundation and of many other institutions and associations.

From 1984 to 1995 he was Deputy Chairman of Istituto Bancario San Paolo. From July 1996 to February 2004 he was a member of the Board of Compagnia di San Paolo. From 29 April 2004 to 31 December 2006 he was Chairman of Gruppo Sanpaolo IMI S.p.A. From January 2007 to April 2010 he held the office of Chairman of the Management Board of Intesa Sanpaolo S.p.A. From 20 April 2012 to 30 June 2015 he held the office of Chairman of Banca Fideuram (Intesa Sanpaolo Group). He served as Director of the Stockholm-based Swedish Match multinational company; of UBS Italia; of Nomisma S.p.A., a company that conducts economics studies; Deputy Chairman and Managing Director of Il Sole 24 Ore, Mondo Economico and Il Sole 24 Ore System. Mr. Salza has also been President of the Chambers of Commerce of Turin, National Vice President of the Chambers of Commerce and member of the Board of Confindustria.

Mr. Chevallard holds a degree in Political Science from the University of Turin. Since 2003 he has been the Director of Promos Internazionalizzazione e Marketing Territoriale/Azienda Speciale CCIAA of Milan, and from 2005 to 2015 he was the Director of the Union of the Chambers of Commerce of Lombardy. From November 2001 to December 2014 he served as Secretary General of the Milan Chamber of Commerce.

He holds the offices of General Manager and Managing Director of Tecnoinvestimenti S.p.A., Managing Director of Tecno Holding and PARCAM S.r.l, and is a member of the Board of Directors of Fiera Milano S.p.A.

Ms. Benedetto graduated in Economics and Business from the University of Ancona in 1988, and is qualified to practice as a chartered accountant and auditor. She has held the office of Secretary General of the Florence Chamber of Commerce since 5 May 2011.
After graduating in Business Administration from Università Commerciale Luigi Bocconi in 1996, Ms. Corghi gained strong experience as a brand manager in the marketing departments of Barilla Alimentare and Kraft Foods. In both companies she was responsible for developing and managing the marketing plan of best selling products.

Subsequently, as senior sell-side analyst with Intermonte SIM, a leading Italian market operator of which she was partner, she focused for over ten years on listed companies operating in the consumer sector (Parmalat, Autogrill, Campari, Diasorin, Recordati, Amplifon, Indesit Company, De’Longhi, Saeco) with primary responsibility, and in the luxury sector (Luxottica, Tod’s, Brunello Cucinelli, Ferragamo, Bulgari) with secondary responsibility. In this role she was responsible for the development of forecasting tools and models for the basic valuation of listed companies; the definition of the investment case and the presentation of the investment recommendation to institutional clients; the organization of and participation in roadshows to promote contacts between the senior managements of the covered listed companies and the managers of domestic, UK and US-based investment fund. She has recently cooperated with a digital start-up in the fashion and clothing industry, and has initiated and participated in the due diligence process for an M&A transaction in the luxury sector. Ms. Corghi serves as independent director of the companies Tecnoinvestimenti and Basicnet.

After earning a high school degree from the “Vinci” Technical School for Surveyors of Alessandria, Mr. Coscia gained long-term entrepreneurial experience in the agricultural sector, serving from 2004 as Chairman of Ce.S.A, a service company of Confagricoltura Alessandria and from 2007 as Chairman of the insurance company “Verde Sicuro Alessandria S.r.l.” In the 1990s he was a member of the Board of Directors of Soc. Coop. Produttori Mais of Alessandria; since 2004 a member of the Board of the Alessandria Chamber of Commerce; since 2009 a member of the Board of Finbieticola Casei Gerola S.r.l.; from 2010 to 2014 a Director of Alexala, the Local Tourism Promotion Agency of the province of Alessandria; until 2013 he was a member of the Board of Cadir Lab S.r.l. and has held positions with confederation organizations in the agriculture and food sector. He has also held offices with the Alessandria Chamber of Commerce since 2004 and took over as Chairman from 10 October 2013. Since 2011 he has served as President of Confagricoltura Piedmont.
After graduating in Law from the University of Bologna in 1986, Ms. Grandi specialized in administrative law and administration sciences and in tax law. She qualified to practice law in 1990 and has served as Deputy Director with the Presidency of the Council of Ministers, Emilia Romagna Regional Administrative Court. She received the title of “Cavaliere del Lavoro” on 27 December 1996. She sits in the Boards of Directors of several companies, including Aeroporto Guglielmo Marconi Bologna S.p.A. and Bologna Fiere S.p.A. (as Deputy Chairman), and since 2010 she has been the Secretary General of the Bologna Chamber of Commerce.
A law graduate from the University of Catania, lawyer, Mr. Lo Bello is a lawyer and a long-time entrepreneur. He holds the offices of chairman of Lo Bello Fosfovit S.r.l., President of the Siracusa Chamber of Commerce, President of the Italian Union of Chambers of Commerce (the public institution that unites and institutionally represents the Italian Chamber of Commerce system), chairman of Unicredit Leasing S.p.A. and member and/or director of other industrial companies. He has also served as President of Confindustria.
A graduate in Pharmacy, Mr. Pia is registered with the Asti Register of Pharmacists and has been the President of the Pharmacists’ Association since November 2002. He has gained many years of experience in the finance and banking sector. He serves as President of Cassa di Risparmio di Asti S.p.A. since 2004 and as President of Cassa di Risparmio di Biella and Vercelli S.p.A. since 2012. Among others, he holds the offices of Vice President of Cedacri (since 2015), member of the Boards of Directors of Ribes (since 2013) and of ABI Associazione Bancaria Italiana (since October 2010), President of RE Valuta (since 2010), and member of the Banking Companies Committees within ACRI, the collective savings banks and banking foundations representation body (since 2006).
Mr. Potestà holds a degree in Economics and Business from the University of Turin and has gained many years of experience as a financial analyst: in this role he was involved in several extraordinary and restructuring transactions of major corporate groups in Italy and abroad. In 2011 he founded his own direct investment and strategic consulting company named Quid Capital. From 2012 to 2014 he was a senior advisor with DVR Capital of Milan, with responsibility for strategic consulting (identification of partners for business development, corporate restructuring and reorganisation). Since 2015 he has been a senior portfolio manager of Italian Growth Fund, an alternative investment fund dedicated to Italian listed small and medium-sized enterprises.

* Independent Director in accordance with article 148(3) of the TUF, as referenced by article 147-ter(4) of the TUF and with article 3 of the Corporate Governance Code.

Board of Statutory Auditors

Under article 15 of the Articles of Association, the Board of Statutory Auditors consists of 3 standing auditors and 2 alternate auditors whose term of office lasts three financial years and expires on the date of the General Shareholders’ Meeting called to approve the financial statements of their third year in office. The auditors can be re-elected. The Board of Statutory Auditors of Tecnoinvestimenti was appointed on 30 April 2015, will remain in office until the date of the Shareholders’ Meeting convened to approve the financial statements as of 31 December 2017, and is composed of:

Registered with the Turin Register of Chartered Accountants since 22 July 1982 and with the Register of Auditors since 1995. He has served in many institutional and scientific positions, including as member of the Board of the Certified Public Accountants’ Association from 1991 to 1997, and has been a professor at the School of Higher Management Education (SAFM) of the Turin Politecnico.
Member of the Rome Chartered Accountants’ Association since 22 December 1978 and Statutory Auditor (“Revisore legale”, previously “Revisore Ufficiale dei Conti”) since 1984. Adjunct Professor of Tax Law at Università degli Studi della Tuscia (Viterbo) and the Finance Police Academy. Member of advisory committees of the Rome Chartered Accountants’ Association on domestic and international taxation matters. Mr. Chinellato has authored monographs, essays and articles on tax matters.
After earning a high school degree in accountancy from the Chieri “B. Vittone” Technical School, in 1980 she obtained the qualification to practice as Collegiate Accountant in Turin. Member of the Chartered Accountants’ Association no. 3318 for the districts of Ivrea-Pinerolo-Turin and of the Register of Statutory Auditors no. 54475 in accordance with Legislative Decree no. 88 of 27 January 1992 of Presidential Decree no. 474 of 20 November, with Ministerial Decree dated 12 April 1995 (Official Journal of 21 April 1995 no. 31-bis). Since 1981 she has practiced as an accountant in the tax and corporate law sector, with a special focus on corporations. She serves as standing auditor for various companies operating in different sectors (industrial, commercial, real estate and holdings).
After graduating in Economics and Business from the Rome Libera Università Internazionale degli Studi Sociali Guido Carli (LUISS Guido Carli), Ms. Raselli obtained the qualifications to practice as Chartered Accountant, auditor and labor consultant. Member of the Rome Chartered Accountants’ Association no. AA 7862 since 2000. Registered with the Register of Auditors since 1998 – Ministerial Decree published in the Official Journal no. 100, special series no. 4 of 17.12.1999 with no. 106957. Registered in the Register of Court-appointed Experts of the Civil Court of Rome as specialist in business, corporate and tax matters. Registered with the Civil Division of the Court of Rome as judicial custodian. Listed as professional with authority to carry out sales transactions pursuant to article 119-ter of the code of civil procedure implementation provisions, she provides corporate and tax consulting services at her office in Rome, Piazza Istria 2. She serves as Chairman and member of the Boards of Statutory Auditors of various private and publicly owned companies. A clerk of court at the Civil Division of the Ordinary Court of Rome, Ms. Raselli has carried out many assignments as court-appointed expert and judicial custodian with the Court of Rome.
Mr. Sodini graduated in Economics and Business from the University of Rome La Sapienza in 1961. He is a member of the Rome Chartered Accountants’ Association and is registered with the Register of Statutory Auditors; he serves as Court-appointed expert at the Civil Court of Rome. He currently practices at his own tax firm, Studio Tributario Sodini, and is a member of the Boards of Statutory Auditors of corporations, holding companies and consortiums. He has authored publications in doctrine and jurisprudence journals.

Board of Directors’ internal committees

In order to make the corporate governance model compliant with the recommendations contained in Section 6, Principle 6.P.3 and Section 7, Principle 7.P.3, letter (a) subsection (ii) of the Corporate Governance Code, during a meeting held on 17 May 2016 the Issuer’s Board of Directors resolved, inter alia, to establish:

(i) a Remuneration Committee, and

(ii) an Internal Control and Risk Management Committee also acting as Related Party Transactions Committee.

The committees are composed of three independent non-executive directors; the chairman is elected among independent directors. The committee members are charged with the task of submitting proposals and providing advice on remuneration and internal control and risk management, respectively.

Remuneration Committee

The Board of Directors appointed as members of the Remuneration Committee (from the first day of trading of the ordinary shares on the electronic equity market (MTA) – STAR segment) Mr. Gian Paolo Coscia, independent director (Chairman), Ms. Laura Benedetto, independent director, and Mr. Aldo Pia, non-executive director.

Internal Control and Risks Committee

The Issuer’s Board of Directors appointed as members of the Internal Control and Risk Committee (from the first day of trading of the ordinary shares on the MTA – STAR segment) Ms. Giada Grandi, independent director (Chairman); Ms. Elisa Corghi, independent director, and Mr. Alessandro Potestà, non-executive director.

Independent auditor

KPMG S.p.A.

Implementation of corporate governance regulations

The company certifies its compliance with TUF’s corporate governance provisions, as well as its adherence to the Corporate Governance Code through the approval of appropriate resolutions. In particular, in order to align its corporate governance model with the applicable regulations, the adoption of new Articles of Association (to become effective as of the First Day of Trading) has been submitted to and approved by the Issuer’s Shareholders’ Meeting of 31 May 2016, in order to make the corporate governance model of Tecnoinvestimenti compliant with the regulations applicable to companies with financial instruments admitted to trading on a regulated market, as well as with the principles contained in the Corporate Governance Code and the provisions of the Stock Exchange Regulations applicable to the MTA – STAR segment (the “Post Listing Articles of Association”).

In particular, the Issuer’s Post Listing Articles of Association:

(i) incorporate the provisions of Legislative Decree no. 27/2010 implementing Directive 2007/36/EC and containing rules for the exercise of certain rights of listed companies’ shareholders, as well as of the corrective decree referred to in Legislative Decree no. 91/2012;

(ii) in accordance with the provisions of article 147-ter of the TUF, provide for the use of slate voting for the appointment of members of the Board of Directors;

(iii) in accordance with the provisions of article 148 of the TUF, provide for the use of slate voting for the appointment of members of the Board of Statutory Auditors;

(iv) require that the number of members of the Board of Directors and Board of Statutory Auditors to be elected be calculated on the basis of a criterion that will ensure gender balance in compliance with the applicable laws and regulations in force at the time;

(v) in accordance with the provisions of article 154-bis of the TUF, provide for the appointment of a manager in charge of preparing the company’s financial statements and for performing the duties set out in the above-mentioned article 154-bis of the TUF.

Procedure for the management of the Group Register

The Procedure for the management of the Register of individuals allowed access to privileged information contains provisions aimed at ensuring compliance with applicable laws and regulations and ensuring the utmost confidentiality of privileged information. In particular, the Register Management Procedure sets out the provisions with which Tecnoinvestimenti complies in the management of the register of individuals allowed access to confidential information (the “Register”), covering in particular: (i) identification of the persons in charge of keeping the Register; (ii) criteria for the identification of individuals to be entered in the Register (either in the “Single” or in the “Permanent” section of the Register); (iii) methods and functioning of the Register; (iv) content of the entries; (v) updating of the Register.

View document.

Procedure for the disclosure of privileged information

The Privileged Information Procedure sets out the principles and rules to which Tecnoinvestimenti and its subsidiaries comply in the internal management and external disclosure of privileged information, and regulates, inter alia: (i) the identification of privileged information; (ii) the process for activating the procedure to delay public disclosure of privileged information; (iii) the methods for the dissemination and disclosure of privileged information to the market; and (iv) the standards of conduct to be followed by individuals and corporate organizational structures involved in any way in the processing of privileged information or confidential information. In accordance with the applicable legislation, the Privileged Information Procedure regulates the conduct of the company in case of leaks and disclosure of privileged information during shareholders’ meetings and meetings with the media and financial analysts.

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Internal Dealing

Procedure for compliance with internal dealing disclosure obligations

The Internal Dealing Procedure regulates, among other things, the obligations to disclose of dealings by Relevant Individuals (as defined below) in shares, debt instruments, derivatives and financial instruments linked to shares and debt instruments issued by the company, amounting to a total of €5,000.00 or more over one calendar year (“Material Transactions”). Once this amount is reached, all transactions are considered Material Transactions.

In accordance with the Internal Dealing Procedure, the disclosure obligations apply to directors, statutory auditors and senior executives, as identified by the Board of Directors, who, while not members of these bodies, have access to privileged information directly or indirectly concerning the company, and have the power to make management decisions that may impact on the company’s evolution and future prospects (collectively the “Relevant Individuals”).

The transaction disclosure obligations also apply to persons closely related to the Relevant Individuals, such as:

a) the spouse or life partner as defined by Italian laws; dependent children as defined by Italian law; relatives who have shared the same household for at least one year at the date of the transactions to be disclosed under the Internal Dealing Procedure;

b) legal entities, partnerships and trusts when management responsibilities are carried out by a Relevant Individual or a closely related person falling within the category referred to in point a) above, or directly or indirectly controlled by any of such persons, or established for the benefit of any of such persons, or whose economic interests are substantially equivalent to the interests of any of such persons.

Under the Internal Dealing Procedure the Relevant Individuals and the persons closely related to them may not carry out – on their own account or on behalf of third parties, directly or indirectly – transactions involving the above-mentioned financial instruments issued by the company within the 30 calendar day period preceding the announcement of the annual report, the half-yearly report and the interim reports on operations (Blocking Period). It is understood that the time limit of 30 calendar days prior to the announcement begins from the date of the Board meeting scheduled for the approval of accounting data according to the company’s financial calendar, or otherwise scheduled, and the Blocking Period ends only after the press release announcing the approval of the aforementioned accounting data. Subject to the time limits and methods set out in the Internal Dealing Procedure, the company may allow the Relevant Individuals and the persons closely related to them to carry out transactions involving financial instruments issued by the company, on their own account or on behalf of third parties, directly or indirectly, during the Blocking Period in the following cases: (a) on the basis of a case-by-case evaluation, if extraordinary circumstances exist such as severe financial difficulties which require the immediate sale of the shares, or (b) due to the transaction’s characteristics, in the case of transactions carried out simultaneously or in relation to an employee share ownership or savings programme, legal title or rights to shares, or transactions where the interest of the beneficiary of the instrument in question is not subject to changes, all as set out in the Internal Dealing Procedure. Under the Internal Dealing Procedure, disclosure of the transactions must take place in the manner and within the time prescribed by the laws and regulations in force.

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Related Party

Related Party Transactions Procedure

The Related Party Transactions Procedure, approved by the Issuer’s Board of Directors on 17 May 2016 and 22 June 2016 and due to become effective from the first day of trading of the company’s ordinary shares on the MTA, is aimed at regulating transactions with related parties carried out by the company, also through subsidiaries in accordance with article 2359 of the civil code, or otherwise subject to management and coordination, to ensure the substantive and procedural appropriateness of such transactions, as well as correct market disclosures.

The issuer has identified Internal Control and Risks Committee as the body responsible for monitoring related party transactions, which in accordance with the Related Party Transactions Procedure acts as Related Party Transactions Committee. It should be noted that, under the Related Party Transactions Procedure, in the absence of two independent directors or if, in connection with a specific related party transaction, one or more members of the Related Party Transactions Committee disclose being related parties with respect to such specific transaction, in order to protect the substantive appropriateness of the transaction, related party transactions are approved on the basis of measures equivalent to the above-mentioned provisions of the Related Party Transactions Procedure, including requesting the opinion of the Statutory Auditors or of an independent expert.

Where required by the nature, magnitude and characteristics of the transaction, the Related Party Transactions Committee or, where applicable, the persons acting on its behalf, may be assisted, at the company’s expense, by one or more independent experts of their choice, through the conduct of appropriate appraisals and/or fairness and/or legal opinion.

It should be noted that the Issuer, as a smaller, recently listed company (in accordance with article 10 of the Related Party Transactions Regulation) applies to related party transactions, including material transactions as identified in accordance with Annex 3 to the Related Party Transactions Regulation (notwithstanding the provisions of article 8 of said regulation), a procedure determined according to the principles and rules laid down in article 7 of the regulation. The foregoing without prejudice to the provisions of article 5 of the Related Party Transactions Regulation (“Disclosure of related party transactions”). Without prejudice to the annual review prescribed under the Related Party Transaction Procedure, upon approval of the financial statements for the second financial year following that of listing, the issuer shall determine, in accordance with article 3(1)(g) of said Regulation, the necessary amendments to the Related Party Transactions Procedure.

Pursuant to the Related Party Transactions Procedure, the Related Party Transactions Committee shall preliminarily review and issue an opinion on the various types of related party transactions, except for those which, under the Related Party Transactions Procedure, are excluded from the application of the procedures set out therein (see below).

In particular, related party transactions that are not subject to approval by the Shareholders’ Meeting are approved and/or carried out by the person in charge of approving and/or executing them according to the company’s governance rules, subject to the non-binding reasoned opinion of the Related Party Transactions Committee. For this purpose the responsible corporate function, having verified that the counterparty is a Related Party and that the transaction does not fall within one of the cases of exemption, shall promptly inform the person responsible for approving and/or executing the transaction. The latter, having positively evaluated the feasibility of the transaction, shall inform the members of the Related Party Transactions Committee without delay, by written notice, through the responsible corporate function, in order for said members to certify in writing the absence of related party relationships with respect to the specific transaction. The Related Party Transactions Committee shall meet well ahead of the date scheduled for the transaction’s approval and/or execution. The meeting, to which the members of the Board of Statutory Auditors are invited, shall be attended, if requested, by directors or managers vested with the appropriate powers (including managers in charge of conducting negotiations or the preliminary procedures) of Tecnoinvestimenti or its subsidiaries, as well as any other persons specified by the Related Party Transactions Committee. In giving its opinion, the Related Party Transactions Committee also expresses considerations on the merits with regard to Tecnoinvestimenti’s interest in executing the transaction and on the substantive advantage and appropriateness of the conditions thereof.

For transactions requiring approval by the Shareholders’ Meeting, the provisions set out above shall apply, mutatis mutandis, to the approval by the Board of Directors of the proposed resolution to be submitted to the Shareholders.

Under the Related Party Transactions Procedure, the procedure described therein does not apply:

(i) to compensation plans based on financial instruments approved by the Shareholders in accordance with Article 114-bis of the TUF and the relevant execution transactions;

(ii) to the Shareholders’ Meeting resolutions referred to in article 2389(1) of the civil code, concerning the remuneration of the members of the Board of Directors and Executive Committee, or to resolutions relating to the remuneration of directors holding particular offices not exceeding the total amount previously determined by the Shareholders’ Meeting in accordance with article 2389(3) of the civil code, or to the Shareholders’ Meeting resolutions referred to in article 2402 of the civil code, concerning remuneration to the members of the Board of Statutory Auditors;

(iii) to the Board of Directors’ resolutions concerning the remuneration of directors holding particular offices (other than resolutions approved by the Board of Directors not exceeding a total amount previously determined by the Shareholders’ Meeting in accordance with article 2389(3) of the civil code), as well as executives with strategic responsibilities, in the presence of the conditions laid down in article 13(3)(b) of the Related Party Transactions Regulation, provided that (1) the company has set up a remuneration policy submitted to the Remuneration Committee for approval; (2) Section I of the report on remuneration prescribed by article 123-ter of the TUF has been submitted to the consultation vote of the Shareholders’ Meeting, and (3) the assigned remuneration is in line with the policy referred to in point (1) above. With reference to this exemption, it is specified that: (i) the exemption shall only apply once the company has adopted a remuneration policy and submitted it to the vote of the shareholders, pursuant to article 123-ter of the TUF; and (ii) any resolutions on remuneration approved up to that date will be treated as related party transactions based on their amount;

(iv) ordinary transactions closed under conditions that are equivalent to market or standard conditions;

(v) transactions carried out on the basis of instructions issued by the Supervisory Authority for stability purposes, or on the basis of directions from the parent company for the execution of instructions from the Supervisory Authority in the interest of the Group’s stability;

(vi) transactions with or between subsidiaries and transactions with associated companies, as long as no interests classified as “significant” is held in said companies.

In applying these exemptions, according to the Related Party Transactions Procedure, the provisions of CONSOB Communication no. 10078683 of 24 September 2010 should be taken into due account.

Additionally, the Related Party Transactions Procedure defines as small amount transactions, not subject to application of said Procedure (in accordance with the option provided for by the Related Party Transactions Regulation) as related party transactions whose annual value does not exceed €100,000. This exclusion does not apply to multiple small amount transactions, homogeneous among them or performed under a unified plan, carried out with a single related party or with parties related both to the latter and to Tecnoinvestimenti, which, cumulatively considered, exceed the above amount.

It should also be recalled that, in accordance with article 10 of the Related Party Transactions Regulation, the company has the right to apply to Major Transactions the procedure established for Minor Transactions.

For major transactions, whether carried out through subsidiaries or otherwise, the company shall, pursuant to article 114(5) of the TUF, draw up an information document as set out in article 5 of the Related Party Transactions Regulation and in compliance with the provisions in Annex 4 of said Regulation.

“Major Transactions” are defined as related party transactions carried out by Tecnoinvestimenti directly or through subsidiaries, where the following indicators exceed the 5% threshold (as described in greater detail in Annex 3 to the Regulation and in CONSOB Communication no. 10078683 of 24 September 2010, to which the reader is referred):

– value relevance ratio, i.e. the ratio of the value of the transaction to the shareholders’ equity of Tecnoinvestimenti, or, if greater, the capitalization of Tecnoinvestimenti measured at the close of the last trading day included in the reference period of the latest published periodic accounting document; or

– asset relevance ratio, i.e. the ratio of total assets of the entity involved in the transaction to the total assets of Tecnoinvestimenti; or

– liability relevance ratio, i.e. the ratio of total liabilities of the entity involved in the transaction to the total assets of Tecnoinvestimenti.

View document.

Organizational model ex Legislative Decree no. 231/2001

By resolution of the Board of Directors dated 1 March 2013, the company has adopted an organizational model aimed at ensuring fairness and transparency in the conduct of business activities, in an effort to protect the standing and reputation of Tecnoinvestimenti itself and of group companies (including foreign subsidiaries), the expectations of its shareholders and the jobs of its employees. The model is based on the specific requirements set out in Legislative Decree no. 231/2001.

The organizational model is divided into two sections entitled respectively “General provisions” and “Provisions concerning sensitive processes”, respectively. The “General provisions” part of Tecnoinvestimenti’s organizational model, in addition to defining the scope and contents of Legislative Decree no. 231/2001, also describes: (i) the objectives and the procedures for verifying and updating the model; (ii) the organization and functioning of the Supervisory Board; (iii) the communication and training processes set up by the company; (iv) identification of activities that expose the company to the risk of the committing offences; (v) identification of sensitive processes related to risk areas; (vi) decision making and implementation protocols; (vii) financial resources management procedures; (viii) reporting to the Supervisory Board.

The section entitled “Provisions concerning sensitive processes” describes, for each of the identified sensitive processes (i.e. procurement process, industrial process, financial process, administrative process, information system management process and human resources management process), the methods for conducting the relevant activities and indicates, where relevant, the specific procedures to be followed. In particular: (i) decision making and implementation protocols; (ii) financial resources management procedures; (iii) requirement to report to the Supervisory Board.

On 1 March 2013, the company appointed the Supervisory Board. The Supervisory Board currently in office was appointed by resolution of the Board of Directors dated 28 May 2015 and is composed of three experts selected by the company’s Board of Directors among individuals inside and outside the company with adequate professional backgrounds, namely Riccardo Ranalli, Ugo Lecis and Laura Benedetto. The Supervisory Board members have been granted independent initiative and control powers in accordance with article 6 of Legislative Decree no. 231/2001.

Corporate governance

Tecnoinvestimenti certifies its compliance with the TUF’s corporate governance provisions, as well as its adherence to the Corporate Governance Code through the approval of appropriate resolutions. In particular, in order to align its corporate governance model with the applicable regulations, the adoption of new Articles of Association (to become effective as of the First Day of Trading) has been submitted to and approved by the Shareholders’ Meeting of 31 May 2016, in order to make the corporate governance model of Tecnoinvestimenti compliant with the regulations applicable to companies with financial instruments admitted to trading on a regulated market, as well as with the principles contained in the Corporate Governance Code and the provisions of the Stock Exchange Regulations applicable to the MTA – STAR segment.

Related party disclosures

Corporate documents

Shareholders Meeting

Financial Calendar

28/02/2017
Approval of the preliminary 2016 results
21/03/2017
Approval of the Draft Financial Statements and Consolidated Financial Statements at 31 December 2016
27/04/2017
Shareholders’ General Meeting
15/05/2017
Approval of the Interim Management Report at 31 March 2017
07/08/2017
Approval of the Semi-Annual Financial Report at 30 June 2017
14/11/2017
Approval of the Interim Management Report at 30 September 2017
04/02/2016
Extraordinary Shareholders’ meeting.
29/04/2016
Approval – by the Assembly – of the Financial Statements at 31 December 2015.
31/05/2016
Ordinary and Extraordinary Shareolder’s Meeting.
31/08/2016
Review and approval – by the Board of Directors – of the Interim Financial Report 30 June 2016.
14/11/2016
Examination and approval – by the Board of Directors – of the Interim Quarterly Report at 30 September 2016.
30/03/2015
Review and approval – by the Board of Directors – of the Financial Statements relative to the year ended 31 December 2014 and the Consolidated Financial Statements at 31 December 2014.
30/04/2015
Approval – by the Assembly – of the Financial Statements at 31 December 2014, of the Consolidated Financial Statements at 31 December 2014 and of the renewal of the Corporate Officers.
05/08/2015
Review and approval – by the Board of Directors – of the Interim Financial Report 30 June 2015.
29/09/2014
Approval of Consolidated Interim Financial Report at 30th June 2014.
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