Board of Directors

The Shareholders' Meeting of 24 April 2015 appointed the new Board of Directors. The 12 Board members are expected to remain in office until the approval of the financial statements for the year ended 31 December 2017. The members of the Board of Directors shall be elected on the basis of lists presented by shareholders, on which the candidates must be listed with a sequential number.

The lists presented by shareholders, accompanied by the personal and professional characteristics of candidates, must be lodged at the company's registered office within the term laid down by current legislative and regulatory provisions.

The lists may only be presented by shareholders who, either individually or with other shareholders, represent the percentage of share capital established in accordance with the CONSOB Regulation prevailing as at the date of convocation of the Shareholders' Meeting, to be specified in the convocation notice for the Shareholders' Meeting convened to elect the Board of Directors.

In order to demonstrate possession of the number of shares required for presentation of the lists, Shareholders must submit and/or deliver to the Company's registered office, within the term laid down by current legislative and regulatory provisions, copy of the certificates issued by their respective intermediaries, in accordance with current legislative and regulatory provisions.

On 20 April 2017, Luigi Ferraris - Independent Director and member of the Strategic Committee - tendered his resignation as member of the ERG S.p.A. Board of Directors.

Edoardo Garrone
Chairman - Executive
Alessandro Garrone
Deputy Chairman - Executive*
Giovanni Mondini
Deputy Chairman
Luca Bettonte
Chief Executive Officer
Massimo Belcredi
Director - Independent**
Lead Independent Director****
Mara Anna Rita Caverni
Director - Independent***
Alessandro Chieffi
Director - Independent***
Barbara Cominelli
Director - Independent***
Marco Costaguta
Director
Paolo Francesco Lanzoni
Director - Independent**
Silvia Merlo
Director - Independent***

*Director responsible for overseeing the Internal Control and Risk Management System

**The Board of Directors, which met following the Shareholders' Meeting on 24 April 2015, gave a positive evaluation as regards the independence of Directors Massimo Belcredi and Paolo Francesco Lanzoni in reference to the provisions set forth by Article 148, third paragraph of the Consolidated Finance Act. In this regard, note that, continuing the assessments carried out during the course of the previous three-year period, therefore giving more relevance to substance over form, as also recommended by the Corporate Governance Code, the Board of Directors confirmed that Directors Belcredi and Lanzoni do not maintain, nor have they recently maintained, even indirectly, with the Company or with persons linked thereto, relationships such as to currently influence their autonomous judgement, pursuant to Principle 3.P.1 of the current Corporate Governance Code promoted by Borsa Italiana. Moreover, in view of the length of their time in office, the Board of Directors considered it preferable not to qualify them as independent directors within the meaning set forth in the Corporate Governance Code.

*** The Board of Directors also gave a positive evaluation as regards the independence of Directors Mara Anna Rita Caverni, Barbara Cominelli, Luigi Ferraris, Silvia Merlo and Alessandro Chieffi in reference to both the provisions set forth by Article 148, third paragraph of the Consolidated Finance Act and those laid down in the current Corporate Governance Code promoted by Borsa Italiana.

****Appointed as lead independent director by the Board of Directors on May 12, 2016

(Source: ERG Report on Corporate Governance and Ownership at 31.12.2016)

Changes compared to the previous mandate

 

Previous
mandate
(2012 - 2014)

Current
mandate
(2015 - 2017)

Mid Cap*
(last year available)
Number of Directors 12 12 10.7
Directors elected by minority 0 1 1.6
% of the less represented gender in the Board of Directors 8% 25% 27.6%**
% Independent Directors as per T.U.F. 42% 58%
% Independent Directors as per Corporate Governance Code 42% 42% 44.9%
Average age of Directors 61 53 58.7
Status of Chairman Executive Executive  
Existence of Lead Independent Director No Yes 45.8%***

 

* Source: Assonime - La Corporate Governance in Italia: autodisciplina, remunerazioni e comply-or-explain [Corporate governance in Italy: self-regulation, remuneration
and comply-or-explain] (2016).
** Source: CONSOB - 2015 Report on corporate governance of Italian listed companies. Data related to companies listed on the Screen-based stock exchange (MTA)
organised and managed by Borsa Italiana S.p.A.
*** Companies in which Lead Independent Director is active

(Source: Executive Summary, Report on Corporate Governance and Ownership ERG at 31.12.2016)

 

Director or Auditor Offices held by Directors in other Companies

  Other
Companies
of the Group
Other listed companies Other unlisted companies
of signifi cant size or
fi nancial, banking or
insurance companies
    Executive
Director
Non-Executive
Director
Independent
Director
Auditor Director or
Member of the
Management
Board
Auditor or
Member of the
Supervisory
Board

E.Garrone

 -  - 1  -  -  -  1

A.Garrone

 -   -  1  -  -  1  -

G.Mondini

 -  -  -  -  -  1  -

M.Belcredi

 -  -  -  1  -  -  -

M.A.R.Caverni

 -  -  -  2  -   -  -

A. Chieffi

 -  -  -  -  -  2  -

M.Costaguta

 -  -  1  -  -  4  -

L.Ferraris

 -  -  1  -   -  -   -

P.F.Lanzoni

 -  -  -  -  -  1  -
S.Merlo  -  -   -   2  -  1  -

 

(Source: Executive Summary, Report on corporate governance and ownership ERG 2016)