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.

SHAREHOLDERS’ MEETING AND BY-LAWS

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.

Statuto Aprile 2021
Regolamento Assembleare
BOARD OF DIRECTORS

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.

POSITIONNAME AND SURNAMEBIRTH PLACEDATE OF BIRTH
ChairmanOscar MarchettoPonte di Piave (TV)11/06/1964
Director (1)Alessandro ZanchettaOderzo (TV)13/05/1969
Director(1)Gian Carlo CorazzaSan Vito al Tagliamento (PN)01/07/1963
Lead Indipendent director (2)Gianna AdamiCittadella (PD)17/06/1957
Indipendent Director (2)Stefano CampocciaConegliano (TV)29/10/1960

(1) Managing Director
(2) Director with the independence requirements pursuant to art. 148, paragraph 3 of the TUF

BOARD OF STATUTORY AUDITORS

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.

POSITIONNAME AND SURNAMEBIRTH PLACEDATE OF BIRTH
ChairmanMichele FurlanettoSan Donà di Piave (VE)27/12/1967
Standing AuditorLuciano FranciniSan Fior (TV)13/05/1969
Standing AuditorAnnarita FavaTreviso29/03/1968
Alternate AuditorLorenzo BoerTreviso13/03/1973
Alternate AuditorAldo GiustiGodega di Sant’Urbano (TV)19/04/1958

CONTROL AND RISKS COMMITTEE

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.

POSITIONNAME AND SURNAME
Independent Director
Lead Independent Director
Gianna Adami
Independent DirectorStefano Campoccia
REMUNERATION COMMITTEE

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.

POSITIONNAME AND SURNAME
Independent Director
Lead Independent Director
Gianna Adami
Independent DirectorStefano Campoccia
RELATED PARTIES COMMITTEE

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.

POSITIONNAME AND SURNAME
Independent Director
Lead Independent Director
Gianna Adami
Independent DirectorStefano Campoccia
MANAGER RESPONSIBLE FOR COMPANY FINANCIAL REPORTING
AUDITING COMPANY

EY S.P.A. via PO, CAP 00198 Roma
C.F. 00434000584 – P.IVA 00891231003