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Change Report

Composition of the Board of Directors

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Composition of the Board of Directors

DIRECTOR

POST

ROLE

M/M

CRC

RC

AC

CRC IN THE
FUNCTION OF RPC

CRC: Control and Risk Committee; RC: Remuneration Committee; AC: Appointments Committee; RPC: Related-Party Committee

M: Majority list; m: minority list; C: Chairman

Lorenzo Bini Smaghi

Chairman

Non-executive

M

 

 

x

 

Carlo Malacarne

CEO

Executive

M

 

 

 

 

Sabrina Bruno

Director

Independent (pursuant to TUF/Code)

m

x

 

 

x

Alberto Clô

Director

Independent (pursuant to TUF/Code)

M

 

 

C

 

Francesco Gori

Director

Independent (pursuant to TUF/Code)

m

C

 

 

C

Yunpeng He

Director

Non-executive

M

 

 

 

 

Andrea Novelli

Director

Non-executive

M

x

x

 

 

Elisabetta Oliveri

Director

Independent (pursuant to TUF/Code)

m

 

C

x

 

Pia Saraceno

Director

Independent (pursuant to TUF/Code)

M

x

x

 

x

Director’s expertise

Directors’ Expertise (bar chart)

% of business expertise compared with tax, legal and finance expertise

% of Business Expertise compared with Tax, legal and finance Expertise (bar chart)

Seniority of directors on the Board

Seniority of the directors on the Board (pie chart)
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Change compared with the previous term of office

 

Last term of office

Current term of office

FTSE MIB
average*

*

THE EUROPEAN HOUSE – AMBROSETTI S.P.A., L’osservatorio sull’eccellenza dei sistemi di governo in Italia, 2015 edition. The data refer to the 2014 financial year and are taken from public sources, such as the 2014 separate financial statements and the Report on Corporate Governance published in spring 2015.

**

ASSONIME – La Corporate Governance in Italia: autodisciplina, remunerazioni e comply-or-explain (2015). The 2015 survery includes 228 Italian companies, listed as at 31 December 2014, for which Reports were available at 15 July 2015. The figure refers to the average number of companies in the FTSE MIB in which the Chairman is not Chairman and CEO.

***

ASSONIME op. cit., the figure refers to the average number of companies in the FTSE MIB that declare that they have appointed a Lead Independent Director.

Number of directors

9

9

12*

Directors elected by the minority

3 (33.3%)

3 (33.3%)

2 (15.6%)*

% of the least-represented gender on the Board of Directors

22%

33%

24.5%*

% of independent directors

56%

56%

56%*

Average age of directors

52

56

57.2*

Separation of the roles of Chairman and CEO

yes

yes

85.7%**

Existence of Lead Independent Director

no

no

34.3%***
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