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Corporate bodies

Amplifon’s Corporate Governance system is based on the principles stated in the Corporate Governance Code of Listed Companies approved by the Borsa Italiana, and is in line with national and international best practice.

Board of Directors

The present Board of Directors is comprised of 9 members, appointed on April 18th, 2016. They will remain in office until the publication of the Financial Statements at December 31st, 2018:

Name

Role

CV

Susan Carol Holland

Chairperson

PDF

Enrico Vita

Chief Executive Officer

PDF

Andrea Casalini1

Director

PDF

Alessandro Cortesi2

Director

PDF

Maurizio Costa1

Director

PDF

Laura Donnini1

Director

PDF

Maria Patrizia Grieco1

Director

PDF

Lorenzo Pozza1

Director

PDF

Giovanni Tamburi1

Director

PDF

(1) Independent Director pursuant to the Corporate Governance Code for Listed Companies established by the Corporate Governance Committee for Listed Companies promoted by Borsa Italiana S.p.A.. 

(2) Director nominated by the minority shareholders and Independent pursuant to the Corporate Governance Code for Listed Companies established by the Corporate Governance Committee for Listed Companies promoted by Borsa Italiana S.p.A..

 

Anna Maria Formiggini was confirmed as Honorary Chairperson.

 

Appointment of Directors

  • The Company is managed by a Board of Directors comprised of between three and eleven members
  • The members of the Board of Directors are elected based on a list of candidates presented by the shareholders 
  • The directors are appointed for a maximum term of three years and may be re-elected


Role of  the Board of Directors

The Board of Directors is vested with the broadest powers for the Company's ordinary and extraordinary administration and may perform all activities deemed necessary to achieve the Company’s purpose. In detail, the Board of Directors:

  • examines and approves the strategic, operational and financial plans of the Company and the Group companies and periodically monitors implementation; defines the corporate governance system for the Company and the Group structure;
  • defines the nature and level of risk compatible with the Company’s strategic objectives; 
  • evaluates the adequacy of the general organizational, administrative and accounting structure of the Company and its strategically relevant subsidiaries, particularly with regard to the adequacy, efficiency and effective functioning of the internal control and risk management systems, and the management of conflicts of interest;
  • evaluates, paying particular attention to the information received from the executive Directors, the Company's general performance.
Board of Statutory Auditors

The current Board of Statutory Auditors was appointed by the Shareholders’ Meeting held on April 21st, 2015 and will remain in office for the three-year period 2015-2017. The members are listed below: 

Name Role CV
Raffaela Pagani* Chairman PDF
Maria Stella Brena Standing auditor PDF
Emilio Fano Standing auditor PDF
Claudia Mezzabotta Alternate auditor PDF
Alessandro Grange* Alternate auditor PDF


* Member of the Board of Statutory Auditors nominated by the minority shareholders 

 

Appointment

As per art. 23 of the Company Articles of Association, the Board of Statutory Auditors consists of three standing auditors and two alternate auditors, in possession of the requisites (including professional and personal characteristics), including those relative to cumulative appointments and gender equality, with the functions established by law, who remain in office for three financial years and may be re-elected.
 

Role

Its assignment is to supervise that laws and the Articles of Association are complied with, standards of correct administration are met and, in particular, the adequacy of the administrative and accounting organization.

Independent Auditors

The Shareholders’ Meeting held on April 21st, 2010 appointed PricewaterhouseCoopers S.p.A. to audit its consolidated and statutory financial statements - in accordance with Articles 14 and 16 of the Decree. n ° 39, Jan. 27th, 2010 - for the period 2010-2018.

Financial Report Officer

The Company’s Statutory call for the Board of Directors to appoint a Manager charged with preparing company’s financial reports, subject to the unbinding opinion of the Board of Statutory Auditors. The Manager charged with preparing company’s financial reports must possess certain professional requisites or precisely at least three years of management experience in the field of accounting, finance and control with the Group’s companies or other listed companies.

 

In the meeting held on 25 June 2007 the Board, after having received a favourable opinion from the Board of Statutory Auditors, appointed the group’s CFO, Ugo Giorcelli, Manager charged with preparing company’s financial reports and approved 31 the "Rules for the Manager charged with preparing company’s financial reports" in the subsequent meeting held on 12 September 2007. These rules govern the responsibilities, the activities, the relationships with other corporate divisions, the powers and means of the Manager charged with preparing company’s financial reports in accordance with proven best practices. 

Committees

The Board of Directors, in accordance with the guidelines found in the Corporate Governance Code issued by the Italian Stock Exchange, appointed the following to support its activities:

 

  • Risk, Control & Sustainability Committee

  • Remuneration and Appointments Committee

 

In accordance with the CONSOB Regulation and respecting the principles and application criteria stated in the Corporate Governance Code of Listed Companies approved by the Italian Stock Exchange Corporate Governance Committee in March 2006, the following committee has been appointed: 

 
  • Related Parties Transactions Committee.

 

The composition, duties and functioning of each committee are stated in dedicated regulations approved by the Board of Directors itself, in accordance with the Corporate Governance Code.  

The current Risk, Control & Sustainability Committee – appointed by the Board of Directors and in office until the publication of the Financial Statements at December 31st, 2018 – comprises:

Name Role
Lorenzo Pozza Chairman, non executive independent Director
Susan Carol Holland Member, non executive Director
Alessandro Cortesi Member, non executive independent Director
Laura Donnini Member, non executive independent Director

 

Appointment and functions

 

The Risk, Control & Sustainability Committee is composed of at least 3 non executive Directors, the majority of which independent, and has the following functions:

 

  • assist the Board in the assessment of the adequacy and proper working of the Company’s internal control system and risk management expressing its opinion on specific aspects;

  • examine and approve the proposals presented by the management, the Head of Internal Audit and the independent auditors for improving the structure of the economic and financial reporting needed to monitor and fully represent the Company’s performance;

  • express an opinion regarding the appointment, dismissal, compensation and hiring of resources to be dedicated to Internal Audit;

  • monitor the independence, adequacy, efficacy and efficiency of Internal Audit;

  • assess the work program prepared by the Head of Internal Audit and receives his periodic reports;

  • assess any findings emerging from the periodic reports prepared by the Head of Internal Audit based on the information provided by the Board of Statutory Auditors and by its individual members;

  • report to the Board of Directors, at least once every six months, at the time the annual and half-year financial statements are approved, on its activity and on the adequacy of the internal control system;

  • assess, along with the Manager charged with preparing Company’s financial reports and the independent auditors, the appropriateness of the accounting standards adopted and their uniformity with a view to the preparation of the consolidated financial statements;

  • assess the work of the independent auditors, also as regards the independence of their opinions, and the results thereof as set out in the independent auditors’ report and their letter of recommendations;

  • assess the proposals presented by the independent auditing firm in order to obtain the relevant audit engagement;

  • performs the other duties entrusted to it by the Board of Directors, particularly as regards to relations with the independent auditors;

  • provides support in the definition of sustainability-related policies, strategic guidelines and action planning, and supervises non-financial reporting.

The current Remuneration and Appointments Committee – appointed by the Board of Directors and in office until the publication of the Financial Statements at December 31st, 2018 – comprises:

 
Name Role
Maurizio Costa Chairman, non executive independent Director
Susan Carol Holland Member, non executive Director
Andrea Casalini Member, non executive independent Director
Patrizia Grieco Member, non executive independent Director

 

Appointment and functions

 

The current Remuneration and Appointments Committee is composed of at least 3 non executive Directors, the majority of which independent, and has the following functions:  

 
  • provide the Board of Directors with opinions about the size and composition of the Board of Directors and recommendations as to the professional profile of the Board members, as well as the maximum number of assignments as director and statutory auditor deemed compatible with serving on the Company’s Board of Directors and relating to any exercise of the powers granted to the shareholders, in general, as well as any allowable exceptions to the non-compete clauses provided for in art. 2390 of the Italian Civil Code;

  • propose candidates to act as Directors in the event it is necessary for the Board to co-opt a director to substitute an Independent Director;

  • provide the Board of Directors with recommendations regarding succession plans for Group Executives with strategic responsibilities.

The Related Party Transactions Committee has been appointed, in accordance with the CONSOB Regulation and respecting the principles and application criteria stated in the Corporate Governance Code of Listed Companies approved by the Borsa Italiana Corporate Governance Committee.

The current Related Party Transactions Committee – appointed by the Board of Directors and in office until the publication of the Financial Statements at December 31st, 2018 – comprises:

 
Name Role
Andrea Casalini Chairman, non executive independent Director
Laura Donnini Member, non executive independent Director
Giovanni Tamburi Member, non executive independent Director

 

Appointment and functions

 

The current Related Party Transactions Committee is composed of 3 non executive independent Directors. The Board of Directors has assigned the competencies provided for by the CONSOB Regulation for related party transactions to be executed according to the procedures and time stated within the “Regulation on Related Party Transactions”. More in detail, the committee has the following functions:  

  • express a non-binding motivated opinion on the Company’s interest in the execution of Transactions of Minor Importance and on the appropriateness and fairness of the transactions’ main terms and conditions;
  • be involved in both the negotiation and examination phases of Transactions of Significant Importance. At the end of these phases, the Committee shall express a binding motivated opinion on the Company’s interest in the execution of the Related Party Transaction and on the appropriateness and fairness of the Related Party Transaction’s main terms and conditions.
Supervisory Board

The current  Supervisory Board – appointed by the Board of Directors and in office until the publication of the Financial Statements at December 31st, 2018 – comprises:

 

Name Role
Lorenzo Pozza Chairman, non executive independent Director
Laura Donnini Member, non executive independent Director
Paolo Tacciaria Head of Internal Audit

 

Appointment

The members of the Supervisory Board must comply with certain requirements, such as:

  • autonomy and independency from all sources of conditioning in enforcing control;
  • professionalism and competency in  the fields of control systems and criminal law;
  • in monitoring consistency  between the behaviors provided for in the Organizational Model and those actually put in place.

 

Functions

According to the Organizational Model, the Supervisory Board is responsible for:

  • monitoring the effectiveness of the Model;
  • examine the adequacy and effectiveness of the Model in preventing, in principle, conducts not in line with the Law, the culture and policy of the company;
  • analyze the maintenance over time of the soundness and functioning of the Model;
  • ensure the necessary update of the Model, in a dynamic sense, by formulating specific suggestions, and carry out the required corrections and adjustments in case they are necessary;
  • verify the implementation and the actual functioning of the proposed solutions. 

 

Information

For information and/or to report  on the Organizational Model pursuant to the Italian Legislative Decree no. 231/01, please contact: odv@amplifon.com