Corporate Governance » Description

The company's corporate governance system aims to protect shareholders' interests by continuously monitoring the key internal functions.

The by-laws and governance system comply with the requirements of the Consolidated Finance Act, the Stock Exchange Regulation, the Italian Civil Code and the guidelines of the Code of Conduct issued by Borsa Italiana.

M&C has adopted a traditional administration and control system with a


As recommended by Borsa Italiana's Code of Conduct, the company has also set up:


Additionally, M&C has appointed reference persons for the following functions:


M&C has adopted the following codes of internal procedures:


The corporate governance system enables duties to be appropriately allocated among the company bodies, ensuring ongoing internal dialogue and avoiding the overlapping of duties that could adversely affect the company's running. It also fosters efficient internal controls and a steady flow of information, such to allow proper coordination of the investment policy and operating strategies, their implementation and the related supervisory controls over management decisions.



Board of Directors


The current Board of Directors has five directors in the persons of Giovanni Canetta Roeder, Chairman and Chief Executive Officer, François Pauly, Marina Vaciago and Leonilde Petito. Three directors - Pauly, Vaciago and Petito - qualify as indipendent as per relevant laws and the Code of Conduct adopted by Borsa Italiana S.p.A.. Eng. Carlo De Benedetti, was appointed Honorary President.

The company by-laws gives the Board of Directors full powers of ordinary and extraordinary administration for the achievement of the company purpose, subject to the powers and duties reserved by law to the shareholders’ meeting and the executive powers given by the Board to the Chairman and to the Chief Executive Officer.



Board of Statutory Auditors


The Board of Statutory Auditors has three standing members (Eugenio Randon, Chairman, Emanuela Congedo and Pietro Bessi) and two alternate auditors (Vittorio Ferreri and Maria Cristina Bassi). The board monitors the company's compliance with the law and its by-laws, with sound management principles and, especially, the adequacy of its organisational, administrative and accounting structure.



Control and Risks Committee (Internal Control Committee)


This committee's members are the indipendent directors Leonilde Petito and Marina Vaciago. Its duties include assisting the Board of Directors to define guidelines for the internal controls, their efficiency and effective working. The committee has the following functions and duties:


a) to assist the Board of Directors in carrying out its duties in relation to (a) setting guidelines for the internal controls; (b) regularly assessing their adequacy and efficiency and their effective working; and (c) checking that key business risks are properly identified and managed;

b) to assess, together with the Manager in charge of financial reporting and the independent auditors, the correct application of the accounting policies and their consistency for the purposes of the consolidated financial statements;

c) to express its opinion on specific issues related to the identification of the key business risks and the design, implementation and management of internal controls, when so requested by the chair of the Board of Directors or other directors with the suitable powers of attorney;

d) to examine the work plan prepared by the Internal Control Manager and the latter’s periodic reports;

e) to assess the proposals made by the independent auditors to obtain the related engagement, their audit programme and findings set out in their report and management letter (if any);

f) to monitor the effectiveness of the audit procedures;

g) to carry out any additional work requested of it by the Board of Directors;

h) to report to the Board of Directors on its activities and the adequacy of the internal controls at least every six months during the meetings held to approve the annual and interim financial statements.



Committee of Related Party Transactions


Under the regulation an transactions with related parties (ex Consob resolutions no. 17221 and no. 17389), the Company adapted the procedure for transactions with related parties and appointed the Committee for transactions with related parties, currently composed of the Directors François Pauly and Marina Vaciago, whose task will be to express and justify their opinion for or against the implementation of any related party transactions (procedure of related party transactions is available in the Corporate Governance section of this web site).



Remuneration Committee


The Company appointed the Remuneration Committee, currently composed of the Directors Marina Vaciago and Leonilde Petito, whose task will be to submit to the Board of Directors an adequate remuneration policy for management and periodically evaluate adequacy, overall consistency and actual application of the policy.



Lead Independent Director


As the conditions provided for by the Code of Conduct for listed companies exist, the Board of Directors has appointed the Director Leonilde Petito as lead independent director to act as a representative of the non-executive directors (especially the independent directors) and facilitate their contribution to the board's activities and workings.

The Lead Independent Director works with the chair to ensure that the directors receive complete information on a timely basis.

He has the power, inter alia, to call meetings of the independent directors to discuss issues of interest pertinent to the working of the Board of Directors or the company either on his own or as requested by other directors.



Reference persons for the individual functions


Internal Control Manager: Giorgio Pellati (consultant) is in charge of monitoring the efficiency of the company's operations, the accuracy of the financial information and compliance with laws and regulations; he reports regularly to the Board of Directors and the Control and Risk Committee about his activities and also the performance of integrative fuctions that may be required by the Committee.

Investor Relator: Claudio Bondardo reports to the Chairman and the Chief Executive Officer and is in charge of relations with institutional investors and shareholders in accordance with the terms of article 9 of the Code of Conduct.

Communications Manager: Claudio Bondardo, under the supervision of the Chairman and the Chief Executive Officer, complies with and ensures compliance with the Codes of Confidential Information and Internal Dealing. He ensures compliance with the market disclosure requirements and provides Borsa Italiana and Consob with the information they request from time to time.

Manager in charge of financial reporting: Claudio Bondardo is in charge of supervising administrative activities (M&C has outsourced its administrative, accounting and personnel administration activities) and reports thereon to the Board of Directors, the Board of Statutory Auditors and the shareholders.



Supervisory Committee


Pursuant to Legislative Decree 231/2001, the company has set up the Supervisory Committee, currently composed of the Director Marina Vaciago and the Statutory Auditors Eugenio Randon and Pietro Bessi, charge to control and monitor the operation, observance and update of the model of organization and management (the "Model"), designed to prevent crimes detailed in the same Decree.



Codes of internal procedures


The Internal Dealing Code: regulates the management, treatment and communication of information about transactions involving the company's shares or other related financial instruments carried out by Relevant Parties and/or Persons closely related to the Relevant Parties, and the possible banning or limitation of such transactions in accordance with the above-mentioned regulations and rules; (the Internal Dealing Code is available in the Corporate Governancesection of this web site);

The Confidential Information Code: regulates internal conduct for confidential information, ie, that undisclosed information which, if made public, could significantly affect the prices of the company's financial instruments (the Confidential Information Code is available in the Corporate Governancesection of this web site);

The Related Party Transactions Procedure, ex Consob resolutions no. 17221 and no. 17389, governs the execution of transactions with related parties, to ensure their transparency and substantial and formal correctness; (the Related Party Transactions Procedure is available in the Corporate Governancesection of this web site).



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