TESTATA Board composition - financial year 2019

Board composition - financial year 2019

GroupGovernanceBoard of directorsBoard composition - financial year 2019

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Board composition - financial year 2019

The shareholder's meeting held 27 April 2017 appointed a Board of Directors, whose mandate lasts from now until the approval of the financial statement for the 2019 financial year. The board has 15 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

NAME ROLE M/F NATIONALITY COMPETENCES N. OF SHARES OWNED*
Tomaso Tommasi di Vignano (1) Executive Chairman m IT Business expert 31,764
Stefano Venier CEO - executive m IT Business expert -
Giovanni Basile Vice President m IT Financial expert -
Francesca Fiore Director - indipendent non executive f IT International relations expert -
Giorgia Gagliardi Director - indipendent non executive f IT International relations expert -
Massimo Giusti Director - indipendent non executive m IT Financial expert -
Sara Lorenzon Director - indipendent non executive f IT Legal expert -
Stefano Manara Director - indipendent non executive m IT Business expert -
Danilo Manfredi Director - indipendent non executive m IT Legal expert -
Alessandro Melcarne Director - indipendent non executive m IT Financial expert -
Erwin P.W. Rauhe (2) Director - indipendent non executive m IT Financial expert 5,000
Duccio Regoli Director - indipendent non executive m IT Legal expert -
Federica Seganti Director - indipendent non executive f IT Financial expert -
Marina Vignola Director - indipendent non executive f IT Financial expert -
Giovanni Xilo Director - indipendent non executive m IT Business 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.

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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