Principles of Corporate Governance of Sisal S.p.A.
The organization of Sisal S.p.A. is based on the traditional management and organizational control model referred to in Articles 2380-bis and following of the Italian Civil Code and is structured as follows:
- General Meeting of Shareholders: whether in an ordinary or extraordinary session, this is responsible for approving issues reserved for it by law or by the articles of association;
- Board of Directors: this is invested with the widest powers for the ordinary and extraordinary management of the Company with the right to carry out all the appropriate actions for the implementation and achievement of the corporate purpose, with the exception of acts reserved - by law or by the articles of association - for the General Meeting;
- Board of Statutory Auditors: this has the task of supervising compliance with the law and the articles of association, compliance with the principles of correct administration and adequacy of the organizational, administrative and accounting structure adopted by the Company and its proper functioning. The requirements, functions and responsibilities of the Board of Statutory Auditors are regulated by law;
- Independent Auditor: the audit of the Company’s accounts is carried out by a specialized firm, according to the law, specifically appointed by the General Meeting of shareholders on a reasoned proposal of the Board of Statutory Auditors.
Corporate governance assumes primary importance as a tool that contributes to the creation of value for shareholders. For this reason, the Company, in spite of not being under a specific legal obligation to do so, aligned its corporate governance system on a voluntary basis with the legislation and regulations applicable to listed companies in some specific areas, also taking into account the international best practices and recommendations contained in codes of conduct applicable to listed companies, by requiring:
- The adoption of a system of policies and procedures, among which a "Procedure for related party transactions”;
- The start of a self-evaluation process concerning the operation of the Board of Directors;
- The participation of Directors and Statutory Auditors in regular informal meetings for information purposes, aiming to investigate specific issues of particular importance, including by directly engaging with Top Management (who usually take part in the meetings of the Board of Directors and of the Committees in relation to issues under their respective responsibility), all of which as further specified below.
Board of Directors of Sisal S.p.A.
The Company is managed by a Board of Directors made up of 5 members (listed below), who will remain in office until the approval of the financial statements for the year ending at 31 December 2022:
- Aurelio Regina, Chairman of the Board of Directors
- Francesco Durante, CEO
- Robert Coldrake, Board Director
- Roberto Di Fonzo, Board Director
- Emilio Petrone, Board Director
All Directors perform their duties competently and independently, setting the creation of value for shareholders as their primary objective.
The Board of Directors pays particular attention to specific issues, which, due to their critical importance and relevance, are the subject of specific investigations, including with the support of Top Management, during regular informal meetings in which the members of the Board of Directors and of the Board of Statutory Auditors take part. The above issues include, but are not limited to, Responsible Gambling and Sustainability Strategy, as an essential value for common growth, as well as Digital Innovation and International Development.
In line with the international best practices and with the recommendations contained in the codes of conduct of listed companies, the Board of Directors launched a self-assessment process concerning its own operation and that of its Board Committees, in which all members of the Board of Directors took part. The leadership role played by the Chairman of the Board of Directors, the overall level of disclosure provided by the Chief Executive Officer to the Board of Directors and the role and operations of the Board Committees should be mentioned among the strengths found as a results of the above analysis.
Board of Statutory Auditors
The Board of Statutory Auditors consists of 3 standing members and 2 alternate members, who will remain in office until the approval of the financial statement for the year ending at 31 December 2023:
- Ezio Simonelli, Chairman of the Board of Statutory Auditors
- Silvia Baroffio, Standing Auditor
- Federica Menichetti, Standing Auditor
- Serena Gatteschi, Substitute Auditor
- Roberto Cassader, Substitute Auditor
The firm of auditors
The firm of auditors has the task of analysing the company's financial statements and checking that the accounts are properly kept and that the operating events are correctly recorded in the accounting records, verifying the correct application of the accounting, tax and fiscal regulations in force and of the internal control procedures.
This activity is currently entrusted to the auditing firm PriceWaterhouseCoopers S.p.A., until the approval of the financial statements for the year 2022.
The Company has adopted an Organization, Management and Control Model pursuant to art. 6 of Legislative Decree no. 231/01, aimed, among other things, at ensuring conditions of fairness and transparency in the conduct of business activities, and has a Supervisory Body. This Supervisory Body has the task of overseeing compliance with and the functioning of the Model, its knowledge within the Company as well as its updating, in the context of the general improvement of the internal control system that the Company constantly pursues in terms of effectiveness and efficiency.
The Supervisory Body is made up of three members, who will remain in office until the approval of the financial statement for the year ending at 31 December 2023:
- Lawyer Emiliano Nitti, Coordinator
- Iole Anna Savini, member
- Simona Paccioretti, member
The bylaws of Sisal S.p.A. define the basic characteristics and set out its main organisational and operating rules.
Sisal S.p.A. Statutes