Board of Directors

The shareholder's meeting held 27 April 2023 appointed a Board of Directors, made of 15 members, in force until the approval of the financial statements for the 2025 financial year. 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.

Ms. Paola Gina Maria Schwizer has been appointed as Lead Independent Director (LID)
 

BoD* in office until the approval of the financial statements as of 31 December 2025

Of the current 15 directors, three are between 30 and 50 years old, seven are between 51 and 60 years old and five are over 60 years old, for an average age of 58.

The directors have proven professionalism in the industry sector, in financial, economic, legal matters and in the field of sustainability, social and environmental issues, as well as ICT.

Learn more: BOARD MEMBERS' EXPERTISE IN DETAIL

Sef Assessment

In line with Recommendation 22 of the Code, the Board of Directors carries out an annual self-assessment of the size, composition and functioning of the Board itself and its committees, with the support of an independent external advisor who is an expert in governance issues and advising management bodies, also taking into account the role the Board has played in defining strategies and monitoring management performance and the effectiveness of the internal audit and risk management system, as set out in Recommendation 21 of the Code.

This assessment was carried out in 2024 with the support of Management Search Srl, a special-purpose consulting firm; Last assessment was presented and discussed during the meeting of the Board of Directors on 26 March 2024 and was based on the following criteria:

• interviews with the members and chairman of the Board of Statutory Auditors
• analyses of international best practices
• examination of the corporate documentation.

The findings that emerged highlighted a highly positive picture of the functioning and composition of the Board of Directors and the Company’s Committees.

This was confirmed by the high level of consensus (mostly above 90%) expressed by the directors on various macro-areas of interest (composition and diversity of the administrative body, organisation and decision-making processes, flow of information and training, internal climate and team spirit, vision and strategic support to top management, functioning of the Committees) and by the absence of topics with low consensus levels.

Lear more: Corporate Governance Report 2023 (see chapter 7.0 for Directors' self-assessment details)

Internal committees

In order to effectively and promptly respond to the complexities of the market and guarantee significant safeguard of stakeholders’ interests, the B.o.D. has formed four committees which have been assigned an advisory and consulting role, each in relation to their specific responsibilities (please see board members' expertise here).

Executive committee

Remuneration committee

Control and risk committee

Within Risk and Control Committee, Ms. Paola Gina Maria Schwizer have been assigned to overview the Information security/Cybersecurtity strategies of the Group.

Ethics and sustainability committee

Page updated 4 June 2024