- Shareholders’ Meeting approves dividend of €0.16 per share, ex-div date 19 June 2017, payable as from 21 June 2017
- New Board of Directors appointed
- Board authorized to purchase 12,720,000 treasury shares (5% of the share capital)
- Committee members appointed
The Annual Shareholders Meeting of Autogrill S.p.A. (Milan: AGL IM), held today in ordinary session and chaired by Gilberto Benetton, examined and approved the 2016 financial statements and voted to pay out the entire net profit of €36,455,088, in addition to €4,248,912 carried forward from prior years, for a total dividend of €40,704,000 (€0.16 per share) payable as from 21 June 2017.
New Board of Directors
As the term of the Board of Directors has expired, the shareholders decided on a new board with 13 members which will remain in office for three years (until approval of the 2019 financial statements). From the two lists, presented by the majority shareholder Schematrentaquattro S.p.A., which holds an interest of 50.10% (127,454,400 shares) and by a group of asset management firms and institutional investors, which hold a combined interest of 3.61651% (9,200,406 shares), the AGM elected the following directors:
1. Gilberto Benetton
2. Gianmario Tondato Da Ruos
3. Alessandro Benetton
4. Franca Bertagnin Benetton
5. Marco Patuano
6. Paolo Roverato
7. Cristina De Benetti*
8. Massimo Di Fasanella D’Amore Di Ruffano*
9. Catherine Gerardin Vautrin*
10. Maria Pierdicchi*
11. Elisabetta Ripa*
12. Francesco Umile Chiappetta*
13. Ernesto Albanese*
An asterisk denotes directors with independent status.
The directors' curricula vitae are available online at www.autogrill.com (Governance section – Shareholders' Meeting).
Authorization to purchase treasury shares
The Shareholders Meeting authorized the purchase and subsequent disposal of a maximum of 12,720,000 treasury shares (5% of the share capital), upon revocation of the unused portion of the authorization approved by the shareholders on 26 May 2016. The purpose of the authorization is to carry out investment operations and set up a pool of securities, directly or through intermediaries, as allowed by current legislation. It may also be used for share capital transactions or other operations for which it is necessary or advisable to trade or transfer stock, and for incentive plans (stock option and stock grant plans) for executive directors and/or employees of the company and/or its subsidiaries. Autogrill S.p.A. currently holds 365,212 treasury shares, representing around 0.14% of the share capital. The purchasing authorization will run for 18 months from today. There is no time limit on the authorization to dispose of treasury shares.
Board of Directors
At the close of the Meeting, the new Board of Directors met in plenary session to confirm individual titles and define powers and responsibilities.
The Board elected Gilberto Benetton as Chairman and Gianmario Tondato Da Ruos as Chief Executive Officer and Chief Operating Officer.
The Board of Directors ascertained that Cristina De Benetti, Massimo Di Fasanella d’Amore di Ruffano, Catherine Gerardin Vautrin, Maria Pierdicchi, Elisabetta Ripa, Francesco Umile Chiappetta and Ernesto Albanese meet the criteria for independence1 as declared by each of them upon acceptance of their candidacy.
In accordance with the Code of Conduct for Listed Companies, the Board appointed Cristina De Benetti (Chair), Francesco Umile Chiappetta and Paolo Roverato to the Control, Risk and Corporate Governance Committee, and Maria Pierdicchi (Chair), Massimo Di Fasanella D’Amore Di Ruffano and Paolo Roverato to the Human Resources Committee.
The directors appointed the new members of the Committee for Related Party Transactions, comprised of Elisabetta Ripa and Ernesto Albanese and coordinated by Francesco Umile Chiappetta.
In accordance with Legislative Decree 231/2001, the Board of Directors appointed the members of the Compliance Committee: Giorgio Brunetti (Chairmain), Silvio De Girolamo (head of Internal Audit & Group CSR) and Eugenio Colucci (standing auditor of Autogrill S.p.A.).
As defined by the Corporate Governance Code adopted by Autogrill S.p.A. by resolution of the Board of Directors on 20 December 2012 (as amended) and pursuant to Articles 147 ter(4) and 148(3) of Legislative Decree 58/1998 (as amended), supplemented by Art. 10 of Autogrill S.p.A.'s articles of association and by-laws.