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Appointment and term
It is elected by means of a list voting system governed by provisions of law and regulations. On 25 May 2017, the Shareholders' Meeting appointed a new Board of Directors, which will remain in office for three financial years, expiring on the date of the Shareholders' Meeting called to approve the financial statements as at 31 December 2019.
Members
At present, it numbers 13 directors of whom 8 are independent and just 1 Managing Director, who is the Executive Director. In accordance with the guidelines laid down by international best practice, the principle of separating the roles of Chairman and Managing Director is complied with, thereby ensuring that the Chairman of the Board of Directors is properly impartial and balanced.
Activities
The Board of Directors is directly involved in all the most important decisions, except for those that the law or the Articles of Association reserve to the competence of the Shareholders' Meeting.
It is responsible for determining guidelines for the management and senior management of the Company and Group, verifying the general trend of operations and defining the corporate governance system and examining internal audit procedures, also with a view to identifying the company risks.
It also acts according to its own Corporate Governance Code, adopted on the basis of the recommendations laid down by the "Corporate Governance Code of Listed Companies" approved by the Borsa Italiana Corporate Governance Committee.
Board Attendance - Period 2019
| Board of Directors | Control, Risk and Corporate Governance Committee | Human Resources Committee | Strategies and Sustainability Committee | Related-Party Transaction Committee | ||||||||||||||||
| Office | Member | Year of birth | Date of first appointment* | In office since | In office till |
List** |
Exec. | Non-exec. | Indep. purs. to Code | Indep. purs. to TUF |
Number of other offices *** |
(*) | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) |
| Chairperson | Paolo Zannoni | 1948 | 07/02/2019 | 07/02/19 | Approval of accounts at Dec. 31, 2019 | M | X | 0 | 11/11 | |||||||||||
|
Chief Executive Officer (a) (b) |
Gianmario Tondato Da Ruos | 1960 | 24/03/2003 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | 1 | 10/11 | |||||||||||
| Director | Ernesto Albanese | 1964 | 28/05/2014 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | m | X | X | X | 1 | 10/11 | 4/4 | M | |||||||
| Director | Alessandro Benetton | 1964 | 19/05/1997 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | 3 | 8/11 | |||||||||||
| Director | Franca Bertagnin Benetton | 1968 | 25/05/2017 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | 2 | 8/11 | |||||||||||
| Director | Francesco Umile Chiappetta | 1960 | 28/05/2014 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | m | X | X | X | 2 | 11/11 | 6/7 | P | 4/4 | M | |||||
| Director | Cristina De Benetti | 1966 | 25/05/2017 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | X | X | 2 | 11/11 | 7/7 | M | |||||||
| Director (c) | Massimo Di Fasanella D’Amore Di Ruffano | 1955 | 7/03/2012 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | X | X | 0 | 11/11 | 7/8 | M | 5/6 | P | |||||
| Director | Barbara Cominelli | 1970 | 19/12/2020 | 19/12/2019 | Approval of accounts at Dec. 31, 2019 | M | X | 1 | 0/0 | |||||||||||
| Director | Maria Pierdicchi | 1957 | 25/05/2017 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | X | X | 1 | 9/10 | 6/6 | P | |||||||
| Director | Elisabetta Ripa | 1965 | 25/05/17 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | X | X | 0 | 8/11 | 6/6 | M | 2/4 | M | |||||
| Director | Paolo Roverato | 1963 | 23/04/2008 | 25/05/17 | Approval of accounts at Dec. 31, 2019 | M | X | 0 | 9/11 | 6/7 | M | 4/6 | M | 4/6 | M | |||||
| Director | Catherine Gérardin Vautrin | 1959 | 25/05/2017 | 25/05/2017 | Approval of accounts at Dec. 31, 2019 | M | X | X | X | 2 | 9/11 | 5/6 | M | |||||||
| DIRECTORS LEAVING OFFICE IN REFERENCE PERIOD | ||||||||||||||||||||
| Chairman | Marco Patuano | 1964 | 26/01/2017 | 25/05/17 | 24/06/2019 | M | X | 3 | 4/5 | 3/3 | P | |||||||||
| Number of mmetings held in reference year:11 | Control, Risk and Corporate Governence Committee:7 | Human Resources Committee;8 | Strategy and Investment Committee:6 | Related-Party Transaction:4 | ||||||||||||||||
| Quorum required for the lists submitted by minority shareholders for the appointment of one or more members (pursuant to art. 147-ter of TUF): 1% | ||||||||||||||||||||
NOTES
(a) This symbol means the Control and Risk Management System Director.
(b) This symbol means the main person in charge of the management of the Issuer (Chief Executive Officer or CEO).
(c) This symbol means the Lead Independent Director (LID).
* The date of first appointment of each director means the date, on which the director was appointed for the first time (in absolute terms) to serve in the Board of Directors of the Issuer.
** This column shows the list, to which each director belongs (“M”: Majority list; “m”: minority list).
*** This column shows the number of offices held as Director or Auditor in other companies listed on regulated markets, including foreign markets, in financial, banking, insurance companies or companies of significant size.
In the Corporate Governance Report, the tasks are indicated in full. It should be noted that, as regards the Directors who ceased to hold office during the year under review, the number of other offices is updated as of the date of approval of the 2017 Corporate Governance Report. (*) This column shows the director’s attendance at the meetings of BoD and Committees respectively (number of meetings actually attended out of total meetings that the director was expected to attend in his/her capacity as member; e.g. 6/8; 8/8, etc.). (**) This column shows the office of the director within the Committee: “P”: chairperson; “M”: member.