Sisal Group S.p.A. Corporate Governance principles

The organisation of Sisal Group S.p.A. is based on the traditional administration and control model pursuant to article 2380-bis and subsequent of the Italian Civil Code and has the following structure:

• General shareholders’ meeting: resolves at both ordinary and extraordinary meetings on matters in its sphere of competence pursuant to the law and the company bylaws;
• Board of Directors: holds the broadest possible powers of company administration and performs all the appropriate actions needed to achieve the corporate purpose, with the exception of actions which are the sole responsibility of the General Shareholders’ Meeting pursuant to the law or the company bylaws;
• Board of Statutory Auditors: oversees compliance with the law and the bylaws and the observance of principles of good business administration, particularly with regard to the adequacy of the Company’s organisational, administrative and accounting structure and its operation in practice;
• Independent Auditors: the statutory auditing of the accounts is performed by a specialist firm pursuant to and for the purposes of the provisions of the Consolidated Finance Act and Legislative Decree no. 39, 27 January 2010, which is appointed for this specific purpose by the General Shareholders’ Meeting at the proposal of the Board of Statutory Auditors.

The main objective of the corporate governance system adopted by the Company is to create value for shareholders, in full awareness of the importance of transparency in decision-making processes and the need to provide an effective internal control system.

Board of Directors

The Company is managed by a Board of Directors made up of 10 members (indicated below), who will remain in office until the date on which the Board approves the financial statements for the year closing on 31 December 2018.

• Aurelio Regina, Chairman
• Emilio Petrone, CEO
• Giampiero Mazza, Director
• Giorgio De Palma, Director
• Andrea Ferrante, Director
• Umberto Delzanno, Director
• Lucia Morselli, Director
• Matteo Cairoli, Director
• Paola Bonomo, Director
• Alessandro Baccarin, Director

The Board of Directors has appointed Emilio Petrone to the position of Chief Executive Officer and Giampiero Mazza to the position of Director. Both of them are responsible for defining corporate strategy and meeting economic targets, as well as representing the company before public authorities and institutions.

Board Committees:

Nomination and Remuneration Committee

• Paola Bonomo, President
• Giampiero Mazza, member
• Lucia Morselli, member

Control Committee

• Matteo Giuliano Caroli, President
• Paola Bonomo, member
• Lucia Morselli, member

Risk Committee

• Emilio Petrone
• Ruggero Dadamo
• Corrado Orsi
• Giovanni Emilio Maggi
• Roberto Di Fonzo
• Umberto Delzanno
• Francesco Durante
• Francesco Maldari
• Marco Tiso
• Marco Caccavale
• Andrea Castellani

Security Committee

• Emilio Petrone
• Umberto Delzanno
• Francesco Durante
• Ruggero Dadamo
• Francesco Maldari
• Marco Tiso
• Marco Caccavale
• Andrea Castellani

Board of Statutory Auditors
The Board of Statutory Auditors is made up of three standing members and two alternate members, as indicated below.

• Ezio Simonelli, Chairman
• Francesco Facchini, Standing Auditor
• Marco Valsecchi, Standing Auditor
• Giancarlo Lapecorella, Alternate Auditor
• Roberto Cassader, Alternate Auditor

Independent Auditors

The statutory auditing of the company’s accounts is at the present time assigned to audit firm PricewaterhouseCoopers S.p.A., until the approval of the 2019 financial statements.

Supervisory Body

The Company has adopted an Organization, Management and Control Model pursuant to article 6 of Legislative Decree 231/01, which aims amongst other things to ensure that the company’s business is conducted in a fair and transparent manner, and has a Supervisory Body.

The Supervisory Body is made up of 3 members, who will remain in office until the date on which the Board approves the financial statements for 2018, as indicated below:

• Lawyer Emiliano Nitti, Coordinator
• Lawyer Daniele Ripamonti, member
• Prof. Maurizio Comoli, member

Dedicated Assets Manager: Corrado Orsi