Organizational structure

The governance system adopted by SNAITECH is organized on the basis of traditional principles and is in compliance with currently effective norms as well as the highest standards of the sector.

The corporate governance system of SNAITECH is rooted in three corporate bodies which subdivide the relative responsibilities and duties: the Shareholders’ Meeting, the Board of Directors, the Board of Statutory Auditors.

The Board of Directors will include the Audit & Risks Committee, the Committee for Transactions with Related Partiesas well as the Remuneration Committee and which - in collaboration with the executive responsible for accounting records – form the Company’s Corporate Governance structure.

Shareholders' Meeting

The Shareholders' Meeting is the collective Body that expresses the wishes of the Shareholders and resolves on:

  • the approval of the financial statements;
  • the appointment and revocation from office of Directors and Auditors and, if applicable, the appointed auditor of the accounts;
    • the determination of the fees of the Directors and Auditors;
    • the liability of the Directors and Auditors;
    • the approval of any regulations governing meeting events;
    • amendments to the Articles of Association;
    • all other matters specifically assigned it by the law.

Board of Directors

This was appointed by the Shareholders' Meeting on 09.06 2016.

The directors currently holding office are 14 appointed by the Shareholders' Meeting of 09 June 2016

The Board of Directors expires with the approval of the Financial Statements 31 December 2018.

The Board of Directors is entrusted with the broadest powers for the ordinary and extraordinary administration of the Company and specifically:

  • it evaluates the organisational, administrative and accounting structure of the Company;
  • it analyses and approves the draft statutory and consolidated financial statements;
  • it examines the Company's strategic, industrial and financial plans;
  • it evaluates the general operational performance;
  • it can appoint the General Manager, defining all relevant tasks and determining the related remuneration;
  • it appoints and revokes the manager appointed to prepare the Company's accounting documents, having first sought the compulsory opinion of the Board of Auditors.

Members:

  • Mara Anna Rita Caverni (Chairman of the Board of Directors)
  • Fabio Schiavolin (Chief Executive Officer)
  • Giorgio Drago (Director)
  • Roberto Ruozi(Director)
  • Chiara Palmieri (Director)
  • Nicola Iorio (Director)
  • Barbara Poggiali (Director)
  • Salvatore Capatano
  • Raffaella Viscardi
  • Angelo Giovannone
  • Nadia Buttignol
  • Paolo Scarlatti
  • Mauro Pisapia
  • Maurizio Leo* (Director)
* Co-opted by the Board of Directors on 13 September 2016 and in office until the next Shareholders' Meeting

Chairman of the Board and Chief Executive Officer

Chairman of the Board of Directors

Through a resolution passed on 9 June 2016, the Board of Directors appointed Dr. Mara Anna Rita Caverni as Chairman of the Board of Directors. The Chairman of the Board of Directors is vested with the legal representation of the Company in accordance with the by-laws.

Chief Executive Officer

Through a resolution passed on 9 June 2016, the Board of Directors confirmed Dr. Fabio Schiavolin as Managing Director. The Managing Director, as the Company’s chief executive officer, is vested with legal representation of the Company as provided under the by-laws, as well as all prerogatives and powers useful for managing the Company such that he may oversee the corporate management in the context of such prerogatives and powers and in accordance with the general, planning and strategic guidelines established by the Board of Directors.

Board of Statutory Auditors

This was appointed by the Shareholders' Meeting on 29.04 2014.

Term of office: until approval of the financial statements for the year ended on 31.12.2016.

Amongst its other tasks, the Board of Statutory Auditors is required to evaluate the internal audits designed to monitor the reliability objectives of the Company information system and to monitor risks. As the party appointed to monitor the suitability of the Company's internal control system, it works closely with both the Auditing company and the Audit and Risks Committee, as well as with all structures/entities appointed to internal controls.

Members:

  • Mariateresa Salerno (Chairman)
  • Massimo Gallina (Statutory auditor)
  • Maurizio Maffeis (Statutory auditor)
  • Enzio Bermani (Alternate auditor)
  • Marzia Tremolada (Alternate auditor)

Audit and Risks Committee

This was appointed by the Board of Directors on 09.06.2016.

Term of office: until approval of the financial statements for the year ended on 31.12.2018.

  • The Audit and Risks Committee assists the Board of Directors with its supervisory duties, in an advisory role and by making proposals, liaising with the Board of Auditors. It reports back to the Board of Directors on its work and the suitability of the internal audit. It goes about its duties independently and autonomously, both with regard to the Managing Directors, as concerns matters relating to the safeguarding of the Company's integrity, and to the Auditing Company, as concerns the evaluation of its results presented in the report and letter of suggestions, where issued.
  • More specifically, the Audit and Risks Committee provides a prior opinion to the Board of Directors for:
  • the definition of the guidelines for the internal audit and risk management system, in order to ensure that the main risks run by the Issuer and its subsidiaries are correctly identified and adequately measured, managed and monitored, also determining the degree of the compatibility of said risks with Company management in line with the strategic objectives identified;
  • the evaluation, at least once a year, of the suitability of the internal audit and risk management system with respect to the Company's characteristics and risk profile assumed, as well as its effectiveness;
  • the approval, at least once a year, of the plan of work prepared by the Internal Audit and Risk Management Department Manager, after first seeking the opinion of the Board of Auditors;
  • the description, in this Report, of the main characteristics of the Internal Audit and Risk Management System and the evaluation of its suitability;
  • the evaluation, after having first sought the opinion of the Board of Auditors, of the results stated by the regulatory auditor in any letter of suggestions he/she may make and in the report on any essential issues arising during the regulatory audit;
  • the appointment and revocation of the Internal Audit and Risk Management Department Manager, supplying resources fit to assure the related responsibilities and the definition of remuneration in line with the Company's policies.

Members:

  • Mauro Pisapia
  • Raffaella Viscardi
  • Nicola Iorio

All members are independent, non-executive directors.

Remuneration Committee

This was appointed by the Board of Directors on 09.06.2016.

Term of office: until approval of the financial statements for the year ended on 31.12.2018.

The Remuneration Committee:

● regularly evaluates the suitability, overall coherence and effective application of the policy for the remuneration of Directors and managers with strategic responsibilities, with the assistance of the Managing Directors, submitting proposals in this respect to the Board of Directors;

● submits proposals or gives opinions to the Board of Directors on the remuneration of Executive Directors and other key Directors as well as on the establishment of performance objectives connected with the variable component of said remuneration and monitors the application of decisions made by the Board of Directors, specifically verifying the effective achievement of performance objectives.

With specific reference to stock option plans and other share-based incentive systems, the Remuneration Committee makes its recommendations to the Board of Directors in relation to their use and all relevant technical aspects connected with their preparation and application. The Committee specifically makes proposals to the Board of Directors on the incentive system considered to be most appropriate and monitors the evolution and application of the plans over time.

Members:

  • Roberto Ruozi
  • Barbara Poggiali
  • Chiara Palmieri

All members are non-executive Directors; Sergio Ungaro and Barbara Poggiali are also independent Directors.


Related Parties Committee

Exercise the functions required by the applicable regulations and the "Procedure governing transactions with related parties" of the Company

The Committee for Transactions with Related Parties was established on a permanent basis in accordance with the effects of the new "Procedure governing transactions with related parties" adopted by the Company on March 27, 2014.

The responsibility of the Committee for Related Party Transactions, as an example, the following duties and powers:

  • propose to the Board of Directors changes and/or additions to the "Procedure governing transactions with related parties" of the Company;
  • expressing reasoned opinions are not binding on the Company and its subsidiaries in completing the transaction, and the convenience and substantial correctness of the relevant conditions;
  • may request clarification and make comments to the executive bodies and parties appointed to conduct the negotiations or the transaction;
  • may be assisted by one or more independent experts of their choice within the limits of the budget allocated by the Company.

And 'it composed entirely of independent directors and is appointed by the Board of Directors.

Members:

Currently, the Committee for Related Party Transactions consists of the following directors:

  • Mauro Pisapia;
  • Raffaella Viscardi;
  • Chiara Palmieri

Supervisory Board

This was appointed by the Board of Directors on 31/07/2014.

The Supervisory Board:

  • monitors the efficacy and compliance with the Organisation, Management and Control Model within the Company,
  • ensures that the model is kept constantly up-to-date, both as concern corporate changes and regulatory actions relating to the model itself.

Members:

  • Marco Dell’Antonia (Chairman)
  • Iole Anna Savini (Member)
  • Tiziana Panelli (Member)

 

Dirigente preposto alla redazione dei documenti contabili societari

In accordance with Articles 15 and 24 of the Company's Articles of Association, this was appointed by the Board of Directors on 14.11.2011, upon first having sought the compulsory opinion of the Board of Auditors. The Manager appointed to prepare the Company's accounting documents is the Chief Financial Officer and, under the scope of his work, he/she shall ensure the implementation, monitoring and effective application of an Internal Accounting Audit System pursuant to Italian Law no. 262/05 as amended and supplemented (Accounting Audit System or "Internal Audit and Risk Management System concerning financial disclosures"). This shall aim to define the guidelines to be applied by the Company with reference to the obligations laid down by Article 154-bis of the Consolidated Law on Finance as regard the preparation of corporate accounting documents and the related certification obligations.

Name: Marco Codella

Auditing Company

Auditing Company

This was appointed by the shareholders' meeting - on the grounded proposal of the Board of Statutory Auditors - on 9.06.2016. It shall remain in office for nine financial years (from 2007 to 2015), standing down from office on the date on which the financial statements for the year ended on 31.12.2024 are approved.

The Auditing Company carries out the regulatory audit of the Company's accounts.

Name: PricewaterhouseCoopers S.p.A