The Shareholders' Meeting held on May 8, 2023 resolved to appoint the Board of Directors for a term of three financial years. The Board's term will therefore expire with the Shareholders' Meeting to be called to approve the financial statements for the year ending December 31, 2025. Of the nine members of the Board, six meet the independence requirements of the Code on Finance, the Supervisory Provisions for Banks and the Italian Corporate Governance Code.
The Shareholders' Meeting held on May 8, 2023 appointed Silvia Maria Rovere as the Chairwoman of the Board of Directors. The Chairwoman is responsible for directing and overseeing the functioning of the Board of Directors. In addition to the powers provided by law and under the by-laws, and the subsequent Board of Directors resolution of May 8, 2023, the Chairmwoman has the following delegated powers, on a non-exclusive basis:
Internal Auditing:
Institutional Relations:
together with the Chief Executive Officer, maintaining institutional relations with the Parliament, the Government, the Ministries, institutional bodies and the other authorities, in connection with matters outside the scope of ordinary business operations of the Company and the Group.
Internal Auditing:
- supervision of the activities of the Internal Auditing department, acting as a liaison for and reporting to the Board of Directors;
- supervision of the Company's guidelines on the Internal Auditing department, together with the Chief Executive Officer.
Institutional Relations:
together with the Chief Executive Officer, maintaining institutional relations with the Parliament, the Government, the Ministries, institutional bodies and the other authorities, in connection with matters outside the scope of ordinary business operations of the Company and the Group.
On May 8, 2023, the Board of Directors appointed Matteo Del Fante as the Chief Executive Officer and General Manager, who lead all the first level organizational departments, granting to him all the powers for the administration of the Company, with the exception of some powers which are reserved to the Board by law, the by-laws and by the same resolution of May 8, 2023.
Silvia Maria RovereChairwoman
Matteo Del FanteChief Executive Officer and General Manager
Carlo D’Asaro BiondoDirector
Valentina GemignaniDirector
Paolo MarchioniDirector
Matteo PetrellaDirector
Armando PonziniDirector
Patrizia RutiglianoDirector
Wanda TernauDirector
Poste Italiane Poste Italiane’s Board of Directors and its Committees - Structure for the year 2022
| Board of Directors | Control and Risks Committee | Remuneration Committee | Nominations and Corporate Governance Committee | Related and Connected Parties Committee | Sustainability Committee*** | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Member | * | ** | * | ** | * | ** | * | ** | * | ** | * |
| Chair | Farina Maria Bianca | 14/14 | ||||||||||
| CEO/GM1,2 | Del Fante Matteo | 14/14 | ||||||||||
| Director | Azzone Giovanni | 14/14 | C | 4/4 | C | 6/6 | ||||||
| Director | De Stasio Bernardo | 14/14 | C | 11/11 | M | 6/6 | M | 12/12 | ||||
| Director | Favrin Daniela | 14/14 | M | 4/4 | C | 7/7 | ||||||
| Director | Iacovoni Davide | 11/14 | M | 11/11 | M | 5/7 | ||||||
| Director | Kung Mimi | 14/14 | M | 6/6 | M | 11/12 | ||||||
| Director | Lunati Elisabetta | 14/14 | M | 4/4 | C | 12/12 | ||||||
| Director | Rossi Roberto | 14/14 | M | 11/11 | M | 7/7 | ||||||
| Number of meetings held during FY 2022 | BoD: 14 | Control and Risks Committee: 11 | Remuneration Committee: 4 | Nominations and Corporate Governance Committee: 6 | Related and Connected Parties Committee: 12 | Sustainability Committee: 7 | ||||||
Threshold required to present a slate of candidates for the renewal of the Board of Directors (pursuant to article 147-ter of the Consolidated Law on Finance): 1% of share capital.
1. Director in charge of the internal control and risk management system.
2. Person primarily responsible for the management of the issuer (Chief Executive Officer or CEO).
* This column shows the Directors’ individual attendance at meetings held by the Board of Directors and at its committees. Specifically, it shows the number of meetings attended by the Director concerned out of the total number of meetings held. All the absences from meetings were appropriately justified. The Directors are expected to attend at least 90% of the Board of Directors meetings.
** This column shows the Director’s position on the committee: “C” = Chair, “M” = Member.
*** The Sustainability Committee was created on 15 May 2020. Before that date, the activities carried out by this Committee were included in those entrusted to the “Control, Risk and Sustainability” Committee. The latter has been at the same time renamed Control and Risks Committee.
