Corporate Governance


The Company is organised in accordance with the traditional administration and control model mentioned in articles. 2380 bis et seq of the Italian Civil Code, with the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors.

The Chairman and Chief Executive Officer of the Company is Roberto Colaninno and the Deputy Chairman is Matteo Colaninno1.

The Company has adopted the Corporate Governance Code of Borsa Italiana S.p.A. and observes all principles of corporate governance contained in the code. The Company is assessing the changes required by the revision of the Corporate Governance Code approved in December 2011, with particular reference to recommendations concerning the fees of directors and senior management with strategic responsibilities and the internal control and risk management system.

The Company is subject to the management and coordination of IMMSI S.p.A. pursuant to article 2497 et seq. of the Italian Civil Code.

Board of Directors

The Board of Directors of the Company in office at the date of this Report comprised 11 members appointed by the Ordinary General Meeting of Shareholders of 16 April 2009, based on the one candidate list submitted by the majority shareholder IMMSI S.p.A. and coopted in the three-year period. The Board of Directors will remain in office until the date of the Shareholders' Meeting called for approval of the financial statements for the financial year ended 31 December 2011.

The number and authority of non-executive and independent directors are such that they ensure that their opinion has a significant weight in the Issuer’s Board decisions. The non-executive and independent directors bring their specific competencies to Board discussions, contributing to the making of decisions that conform to corporate interests.


The Appointment Proposal Committee, the Remuneration Committee, the Internal Control Committee and the Committee for Transactions with Related Parties have been established within the Board.

Internal control system

The internal control system, which is being updated to take on board the recommendations in the recent revision of the Corporate Governance Code, requires the Board to define the guidelines of the internal control system, considered as a combination of processes aimed at monitoring the efficiency of corporate operations, the reliability of financial information, compliance with laws and regulations and the safekeeping of corporate assets.
In this context, the Board of Directors is assisted by a Director appointed to oversee operation of the internal control system and an
Internal Control Committee.
The Board of Directors, in response to a proposal by the Appointed Director and having obtained the opinion of the Internal Control Committee, appointed the Internal Auditing Supervisor, ensuring that he/she receives adequate means to carry out his/her functions, including - as regards the operating structure and internal organisational procedures - access to information needed for his/her position.

Board of Statutory Auditors

The Board of Statutory Auditors in office at the date of this Report was unanimously appointed by the Ordinary General Meeting of Shareholders on 16 April 2009, based on the one candidate list submitted by the majority shareholder IMMSI S.p.A., as provided for in article 24 of the articles of association, and will remain in office until approval of the Financial Statements for the year ended 31 December 2011.

Corporate Governance Report

The Company produces an annual Report on Corporate Governance and Ownership, describing the corporate governance system adopted by the Issuer, and containing information on corporate ownership and the internal control system. The main contents of this Report are summarised below. The Report is published in full on the institutional site of the Issuer under Governance.

1_On 19 September 2011, Michele Pallottini stepped down from his position as General Manager Finance.