2018 yearly report on corporate governance and ownership structure

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Published on March 20, 2019 at 06:59 pm

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1. Issuer profile

Amplifon S.p.A., an Italian multinational company with its registered office in Milan, is worldwide leader in customized retail hearing solutions, services, and customer care.

Founded in 1950, Amplifon is active in 27 Countries: directly through Amplifon S.p.A. in Italy, through its subsidiaries in France, Germany, Switzerland, the Netherlands, Belgium, Luxemburg, the UK, Ireland, Spain, Portugal, Hungary, Poland, Turkey, Israel, Egypt, the USA, Canada, Mexico, Panama, Colombia, Chile, Ecuador, Argentina, Australia, New Zealand and India. The hearing aids are fitted in dedicated points of sale, service centres and, to a marginal extent, at customers’ homes. The points of sale are operated both directly and indirectly through agents and franchisees.

The Company’s mission is to help people with hearing difficulties to rediscover the joy of a full and active life through solutions which provide maximum hearing satisfaction in all their daily life’s different situations.

Amplifon S.p.A.’s corporate governance is based on the traditional organizational model with Shareholders’ Meetings, a Board of Directors and a Board of Statutory Auditors. Descriptions of these bodies are provided below and are found throughout this report.

The Shareholders’ Meeting is convened at least once a year, in ordinary session, to approve the annual financial report, appoint and remove members of the Board of Directors and the Statutory Auditors, as well as approve their remuneration, and to also resolve on other matters falling under its prerogative as provided for by law. In extraordinary session, shareholders meet to amend the Company's articles of incorporation and association, as well as to resolve on other matters falling under its prerogative as provided for by law.

An auditing firm, listed in the special register kept by CONSOB, is responsible for carrying out the independent audit of the financial statements in accordance with the law.

 

 

2. Information on ownership structure

a) Structure of share capital (pursuant to art. 123-bis, par. 1, letter a), TUF) The share capital at December 31st, 2018 amounted to €4,527,072.40 broken down in 226,353,620 ordinary shares with a nominal value of €0.02 each; 5,715,745 of which with voting rights suspended pursuant to art. 2357 ter, paragraph 2 of the Italian Civil Code as they represent the Company’s treasury shares and 220,637,875 of which with voting rights, including 118,363,601 with simple voting rights and 102,274,274 with increased voting rights (two votes for each share) as described in details in paragraph d) below. There were no shares with limited voting rights at December 31st, 2018.

Ordinary shares

Of which Shares with limited voting rights

Of which Shares with increased voting rights

Of which Shares with no voting rights 

N. shares

Ordinary shares

226,353,620

Of which Shares with limited voting rights

-

Of which Shares with increased voting rights

102,274,274

Of which Shares with no voting rights 

5,715,745

% of share capital

Ordinary shares

100%

Of which Shares with limited voting rights

Of which Shares with increased voting rights

45.183%

Of which Shares with no voting rights 

2.525%

Listed (indicate the markets)/non listed 

Ordinary shares

FTSE MIB

Of which Shares with limited voting rights

Of which Shares with increased voting rights

Of which Shares with no voting rights 

Rights and obligations

Ordinary shares

Of which Shares with limited voting rights

Of which Shares with increased voting rights

Two votes per share

Of which Shares with no voting rights 

Treasury shares

The Company, as from financial year 2001, has implemented Stock Option and Performance Stock Grant Plans which involve capital increases: the description of these plans can be found in the notes to the accounts of the annual report in the section ‘Stock Options – Performance Stock Grant’ (note 33) and in the Remuneration Statement prepared as per art. 84-bis of the Issuers’ Regulations, documents available on the Company’s website in the sections ‘Investors/Financial Reports’ and ‘Governance/ Executive Remuneration’.

There were no instruments granting subscription rights of newly issued shares in existence at 31 December 2018.

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