The company's corporate governance system aims to protect shareholders' interests by continuously monitoring the key internal functions.
The by-laws and governance system comply with the requirements of the Consolidated Finance Act, the Stock Exchange Regulation, the Italian Civil Code and the guidelines of the Code of Conduct issued by Borsa Italiana.
M&C has adopted a traditional administration and control system with a
As recommended by Borsa Italiana's Code of Conduct, the company has also appointed
Additionally, M&C has appointed reference persons for the following functions:
M&C has adopted the following codes of internal procedures:
The corporate governance system enables duties to be appropriately allocated among the company bodies, ensuring ongoing internal dialogue and avoiding the overlapping of duties that could adversely affect the company's running. It also fosters efficient internal controls and a steady flow of information, such to allow proper coordination of business and financial plans, operating strategies and their implementation and the related supervisory controls over management decisions.
The current Board of Directors, appointed by the shareholders on 6 may 2011, has five directors (Franco Girard, chair; Corrado Ariaudo, Orazio Mascheroni, François Pauly, Giovanni Tamburi. Three directors - Mascheroni, Pauly e Tamburi - have stated that they meet the independence requirements as per article 148, paragraph 3 and 4 of TUF and the corporate governance model adapted by company with reference to the Code of Conduct for companies listed on Italyan Stock excehange). Eng. Carlo De Benedetti, given his role as founder of the company, was appointed Honorary President.
The Board of Directors has exclusive powers for the company's management, except for those reserved to the shareholders under article 10 of the company's by-laws and the law. It takes all necessary ordinary and extraordinary actions to ensure that the company's business object is attained. With respect to the definition of the company's activities and structure deemed suitable to achieve its business object and considering the powers and duties of the shareholders, the Board of Directors is responsible for:
a) preparing and implementing all internal policies: application of liquidity, sales and marketing, insurance, remuneration, expenditure and the hiring/promotion/dismissal of employees;
b) allocating powers and internal powers of attorney to its members and/or employees;
c) approving joint venture or partnership agreements or other forms of cooperation or projects with other companies (other than related parties);
d) approving the organisational chart and defining the organisational structure and functions, including the allocation of duties and responsibilities to each operating unit and staff, ensuring they are carried out;
e) approving the internal organisational procedures suitable to ensure the correct performance of the business activities, considering and complying with the internal controls and risk monitoring, ensuring the independence of the control units from the operating units; adopting suitable measures to deal with weaknesses or irregularities in the internal organisation, if necessary;
f) defining information flows whereby all personnel is aware of the operating procedures for their duties and responsibilities;
g) providing the Board of Statutory Auditors with adequate and timely information about key events;
h) defining the structure of the information systems so as to ensure the prompt recording of the company's position and the correct and timely exchange of information with third parties;
i) coordinating, supervising and monitoring, including by allocating the appropriate powers of attorney, the company's operations as a whole to ensure the proper interaction among the internal units and with the company's outsourcers;
j) setting up, coordinating and managing the company's financial resources, ensuring funds are available and used efficiently;
k) pproving transactions with related parties.
The Board of Statutory Auditors has three standing members (Vittorio Ferreri, chair; Eugenio Randon and Pietro Bessi,) and two alternate auditors (Massimo Scalatelli). The board monitors the company's compliance with the law and its by-laws, with sound management principles and, especially, the adequacy of its organisational, administrative and accounting structure.
This committee's members are the indipendent directors François Pauly and Orazio Mascheroni. Its duties include assisting the Board of Directors to define guidelines for the internal controls, their efficiency and effective working. The committee has the following functions and duties:
a) to assist the Board of Directors in carrying out its duties in relation to (a) setting guidelines for the internal controls; (b) regularly assessing their adequacy and efficiency and their effective working; and (c) checking that key business risks are properly identified and managed;
b) to assess, together with the Manager in charge of financial reporting and the independent auditors, the correct application of the accounting policies and their consistency for the purposes of the consolidated financial statements;
c) to express its opinion on specific issues related to the identification of the key business risks and the design, implementation and management of internal controls, when so requested by the chair of the Board of Directors or other directors with the suitable powers of attorney;
d) to examine the work plan prepared by the Internal Control Manager and the latter’s periodic reports;
e) to assess the proposals made by the independent auditors to obtain the related engagement, their audit programme and findings set out in their report and management letter (if any);
f) to monitor the effectiveness of the audit procedures;
g) to carry out any additional work requested of it by the Board of Directors;
h) to report to the Board of Directors on its activities and the adequacy of the internal controls at least every six months during the meetings held to approve the annual and interim financial statements.
Under the regulation an transactions with related parties (ex Consob resolution no. 17221 and no. 17389), the Company adapted the procedure for transactions with related parties and appointed the Committee for transactions with related parties, composed of the Directors Giovanni Tamburi, François Pauly and Orazio Mascheroni, whose task will be to express and justify their opinion for or against the implementation of any related party transactions (procedure of related party transactions is available in the Investor Relations: company documents section of this web site)
As the conditions provided for by the Code of Conduct for listed companies exist, the Board of Directors has appointed the director Giovanni Tamburi as lead independent director to act as a representative of the non-executive directors (especially the independent directors) and facilitate their contribution to the board's activities and workings.
The Lead Independent Director works with the chair to ensure that the directors receive complete information on a timely basis.
He has the power, inter alia, to call meetings of the independent directors to discuss issues of interest pertinent to the working of the Board of Directors or the company either on his own or as requested by other directors.
Internal Control Manager: Giorgio Pellati (consultant) is in charge of monitoring the efficiency of the company's operations, the accuracy of the financial information and compliance with laws and regulations; he reports regularly to the Board of Directors and the Internal Control Committee about his activities and also assists the committee with its duties.
Investor Relator: Marco Viberti reports to the chairman and is in charge of relations with institutional investors and shareholders in accordance with the terms of article 12 of the Code of Conduct.
Communications Manager: Marco Viberti reports to the chairman and keeps the register of persons who have access to confidential information about the company and/or its subsidiaries up to date; he ensures compliance with the market disclosure requirements and provides Borsa Italiana and Consob with the information they request from time to time; he reports to Consob on transactions involving the company's shares or other financial instruments performed by Relevant Parties and/or Persons closely related to the Relevant Parties; he complies with and ensures compliance with the Codes of Confidential Information and Internal Dealing.
Manager in charge of financial reporting: Marco Viberti is in charge of supervising administrative activities (M&C has outsourced its administrative, accounting and personnel administration activities) and reports thereon to the Board of Directors, the Board of Statutory Auditors and the shareholders.
The Internal Dealing Code: regulates the management, treatment and communication of information about transactions involving the company's shares or other related financial instruments carried out by Relevant Parties and/or Persons closely related to the Relevant Parties, and the possible banning or limitation of such transactions in accordance with the above-mentioned regulations and rules; (the Internal Dealing Code is available in the Investor Relations: company documents section of this web site);
The Confidential Information Code: regulates internal conduct for confidential information, ie, that undisclosed information which, if made public, could significantly affect the prices of the company's financial instruments (the Confidential Information Code is available in the Investor Relations: company documents section of this web site);
The Related Party Transactions Code, pursuant to article 2391-bis of the Italian Civil Code, sets out internal procedures aimed at regulating transactions with related parties, also via subsidiaries, to ensure their transparency and substantial and formal correctness; (the Related Party Transactions Code is available in the Investor Relations: company documents section of this web site).
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