Principles of Corporate Governance of Sisal Lottery Italia S.p.A.
The organization of Sisal Lottery Italy S.p.A., which reflects the corporate governance system adopted by the parent company 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 ofShareholders: 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.
The primary objective of the corporate governance system adopted by the Company is the creation of value for shareholders, being aware of the importance of transparency in choices and in the formation of corporate decisions, as well as of the need to provide an effective internal control system.
In this view, 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 establishment of Board Committees, namely, as explained below, the Appointments and Remuneration Committee, the Audit, Risk and Sustainability Committee and the Related Parties Committee, with consultative, proactive and investigative tasks with respect to the decisions of the Board of Directors;
- The adoption of a system of policies and procedures consistent with that of listed companies, contemplating a “Procedure for the internal management and external communication of confidential and inside information” and a “Procedure for related party transactions”;
- The start of a self-evaluation process concerning the operation of the Board of Directors and of the Board Committees;
- 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 Lottery S.p.A.
The Company is managed by a Board of Directors made up of 11 members (listed below), who will remain in office until the approval of the financial statements for the year ending at 31 December 2021:
- Aurelio Regina, Chairman of the Board of Directors
- Francesco Durante, CEO
- Emilio Petrone, Board Director
- Giampiero Mazza, Board Director
- Giorgio De Palma, Board Director
- Andrea Ferrante, Board Director
- Umberto Delzanno, Board Director
- Lucia Morselli, Board Director
- Matteo Giuliano Caroli, Board Director
- Paola Bonomo, Board Director
- Massimiliano Mascolo, Board Director
The Board of Directors assigned the office of Chief Executive Officer to Mr. Francesco Durante and the responsibility of defining corporate strategies, as well as full representation before the Institutions, to Director Emilio Petrone.
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.
The Company has implemented an Organisation, Management and Control Model pursuant to article 6 of Legislative Decree 231/01, with the aim among other things of ensuring fair and transparent business conduct, and is provided with a Supervisory Board.
The Supervisory Board is made up of three members whose term runs until the date of approval of the 2021 financial statements, as indicated below:
- Lawyer Emiliano Nitti, Coordinator
- Lawyer Daniele Ripamonti, member
- Prof. Maurizio Comoli, 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