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Board of directors

The shareholder's meeting held 23 April 2014 appointed a Board of Directors, whose mandate lasts from now until the approval of the financial statement for the 2016 financial year, on the this body is composed of 14 members.

The Board of Directors is vested with the widest powers for the ordinary and extraordinary management of the Company without any limitations, with the power to carry out all acts considered necessary or appropriate for the pursuit of the corporate purpose, excluding only those which, by law or by virtue of the Articles of Association, are strictly reserved to the Shareholders' Meeting.

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NEW B.o.D of Hera, appointed by the AGM of 27 April 2017

 
Board of Directors
NameRoleM/FNationalityCompetencesn. of shares owned*
Tomaso Tommasi di Vignano (1)Executive ChairmanmITBusiness expert31,764
Stefano VenierCEO - executivemITBusiness expert-
Giovanni BasileVice PresidentmITFinancial expert-
Francesca FioreDirector - indipendent non executivefITInternational relations expert-
Giorgia GagliardiDirector - indipendent non executivefITInternational relations expert-
Massimo GiustiDirector - indipendent non executivemITFinancial expert-
Sara LorenzonDirector - indipendent non executivefITLegal expert-
Stefano ManaraDirector - indipendent non executivemITBusiness expert-
Danilo ManfrediDirector - indipendent non executivemITLegal expert-
Alessandro MelcarneDirector - indipendent non executivemITFinancial expert-
Erwin P.W. Rauhe (2)Director - indipendent non executivemITFinancial expert5,000
Duccio RegoliDirector - indipendent non executivemITLegal expert-
Federica SegantiDirector - indipendent non executivefITFinancial expert-
Marina VignolaDirector - indipendent non executivefITFinancial expert-
Giovanni XiloDirector - indipendent non executivemITBusiness expert-

(1)indirect ownership, through spouse
(2) ownership through subsidiaries, trust companies or third parties

* The Board of Directors, in conformity with the provisions of Article 1 1.C.1. letter g) of the Code, evaluates on an annual basis the size, composition and functioning of the Board itself and its committees. This evaluation was carried out with the support of the external consultancy Spencer Stuart, governance experts and administrative body consultancy services, and is based on the following criteria:

  • interviews with the members and chairman of the Board of Statutory Auditors
  • analyses of international best practices
  • analysis of the culture of the Board of Directors
  • examination of the company documents.

The interviews with the directors showed a very high overall level of appreciation for the way the Board operates: the responses, in keeping with the topics presented in the interview schedule, amounted to 94%.

The company Spencer Stuart, which supported the Board of Directors in this assessment, reported a very high level of appreciation overall, in comparison with other boards in Italy and abroad.

 
% of women in BoD
 
Competencies of Directors
 
Cultural diversity
 

Plans of succession

The Board of Directors, as regards executive director nomination procedures, that are determined by public shareholders and the evaluations that can be traced to the latter, does not consider it necessary to elaborate a plan of succession for the aforementioned directors. If the mandate of the directors were to end, the function of Chairman as legal representative, will be taken over by the Vice-Chairman. The Board of Directors will have the authority to co-opt new directors to replace those who stepped down and deliberate on the allocation of proxies. The first Meeting will act to supplement the Board of Directors.

The Board of Directors appointment will last for 3 fiscal years.

Page updated 12 April 2019

 
 
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