Corporate Governance di SOMEC S.p.A.
Somec S.p.A. has adopted a traditional system of governance. The Shareholders’ Meeting therefore appoints both the Board of Directors and the Board of Statutory Auditors.
The shareholders’ meeting is the body that expresses the will of the shareholders through resolutions that are taken in accordance with the law and Somec SpA’s By-Laws.
The Chairman, the Members of the Board of Directors and the Independent Directors of Somec S.p.A. were appointed by the Shareholders’ Meeting of 14 May 2020 and will remain in office for a period of three financial years, i.e. until the date of the Shareholders’ Meeting called to approve the Financial Statements at 31 December 2022.
| POSITION | NAME AND SURNAME | BIRTH PLACE | DATE OF BIRTH |
|---|---|---|---|
| Chairman | Oscar Marchetto | Ponte di Piave (TV) | 11/06/1964 |
| Director (1) | Alessandro Zanchetta | Oderzo (TV) | 13/05/1969 |
| Director(1) | Gian Carlo Corazza | San Vito al Tagliamento (PN) | 01/07/1963 |
| Lead Indipendent director (2) | Gianna Adami | Cittadella (PD) | 17/06/1957 |
| Indipendent Director (2) | Stefano Campoccia | Conegliano (TV) | 29/10/1960 |
(1) Managing Director
(2) Director with the independence requirements pursuant to art. 148, paragraph 3 of the TUF
The Board of Statutory Auditors of Somec S.p.A. was appointed by the Shareholders’ Meeting of 14 May 2020, and will remain in office for a period of three financial years, i.e. until the date of the shareholders’ meeting called to approve the financial statements for the year ended 31 December 2022.
| POSITION | NAME AND SURNAME | BIRTH PLACE | DATE OF BIRTH |
|---|---|---|---|
| Chairman | Michele Furlanetto | San Donà di Piave (VE) | 27/12/1967 |
| Standing Auditor | Luciano Francini | San Fior (TV) | 13/05/1969 |
| Standing Auditor | Annarita Fava | Treviso | 29/03/1968 |
| Alternate Auditor | Lorenzo Boer | Treviso | 13/03/1973 |
| Alternate Auditor | Aldo Giusti | Godega di Sant’Urbano (TV) | 19/04/1958 |
The Board of Directors on May 14, 2020, in accordance with the recommendations of the Corporate Governance Code approved by Borsa Italiana SpA, established the Control and Risks Committee composed of two independent Directors, in office until the approval of the financial statements at 31.12.2022, assigning this Committee the task of, with adequate preliminary activities, supporting the assessments and decisions of the Board of Directors relating to the internal control and risk management system, as well as those relating to the approval of periodic financial reports.
| POSITION | NAME AND SURNAME |
|---|---|
| Independent Director Lead Independent Director | Gianna Adami |
| Independent Director | Stefano Campoccia |
The Board of Directors on May 14, 2020, in accordance with the recommendations of the Corporate Governance Code approved by Borsa Italiana SpA, established the Remuneration Committee composed of two independent Directors, in office until the approval of the financial statements at 31.12.2022, assigning this Committee the task of formulating proposals and periodically assessing the adequacy, overall consistency and concrete application of the policy for the remuneration of directors and managers with strategic responsibilities; submit proposals or express opinions to the Board of Directors on the remuneration of executive directors and directors vested with special offices; monitoring and verifying the achievement of the assigned performance objectives.
| POSITION | NAME AND SURNAME |
|---|---|
| Independent Director Lead Independent Director | Gianna Adami |
| Independent Director | Stefano Campoccia |
The Board of Directors on May 14, 2020 established the Related Parties Committee, which performs the functions envisaged by the Regulations on “Transactions with related parties” adopted by Consob with resolution no. 17221 of 12 March 2010 and subsequent amendments and additions, also taking into account the indications and guidelines for the application of the aforementioned Regulation provided by CONSOB with communication no. DEM / 10078683 of September 24, 2010.
| POSITION | NAME AND SURNAME |
|---|---|
| Independent Director Lead Independent Director | Gianna Adami |
| Independent Director | Stefano Campoccia |
EY S.P.A. via PO, CAP 00198 Roma
C.F. 00434000584 – P.IVA 00891231003
