Poste Italiane's By-laws state that the Board of Directors is composed of no less than five and up to nine members. The actualt number of directors is determined by the ordinary Shareholders' Meeting upon board renewal. Moreover, the By-laws state that non-controlling shareholders can appoint one-fourths (rounding up) of the total number of Directors.
The Shareholders' Meeting held on May 8, 2023 appointed the current Board of Directors, that is composed by nine members: Silvia Maria Rovere, Matteo Del Fante, Carlo D’Asaro Biondo, Valentina Gemignani, Paolo Marchioni, Matteo Petrella, Armando Ponzini, Patrizia Rutigliano, VanDa Ternau.
The same Shareholders' Meeting held on May 8, 2023 appointed Silvia Maria Rovere as Chairwoman of the Board of Directors. Subsequently, in the same day, the Board of Directors appointed Matteo Del Fante as Chief Executive Officer and General Manager of the Company.
All directors will stay in office until the Shareholders' Meeting to be called to approve the financial statements for the year ending December 31, 2025.
Therefore, the Board of Directors is now composed of the following nine members:
CRC = Control and Risk Committee
RC = Remuneration Committee
NCGC = Nominations and Corporate Governance Committe
RCPC = Related and Connected Parties Committee
SUSTC = Sustainability Committee
C = Chairperson
M = Member
(1) Non executive Director.
(2) Independent Director pursuant to Consolidated Code of Finance, the Supervisory Provisions for Banks, as well as pursuant to Italian Corporate Governance Code.
(3) Independent Director pursuant to Consolidated Code of Finance and the Italian Corporate Governance Code.
The participation of the members of the Board of Directors in office in the scheduled meetings, considering those held until July 2023, is equal to 100%. During the three-year period 2020 – 2022, Directors’ attendance to the meetings of the Board was higher, on average, than 95%.
Directors comply with the limit to the number of offices (maximum 1 executive and two non-executive or 4 non-executive) provided for in the Company document " Guidelines on the maximum number of offices that Directors and the head of BancoPosta function may hold" and by current legislation.
The Board of Directors undergoes on an annual basis a structured self-assessment process, the "board review", also through the support of independent third parties.
The Shareholders' Meeting held on May 8, 2023 appointed the current Board of Directors, that is composed by nine members: Silvia Maria Rovere, Matteo Del Fante, Carlo D’Asaro Biondo, Valentina Gemignani, Paolo Marchioni, Matteo Petrella, Armando Ponzini, Patrizia Rutigliano, VanDa Ternau.
The same Shareholders' Meeting held on May 8, 2023 appointed Silvia Maria Rovere as Chairwoman of the Board of Directors. Subsequently, in the same day, the Board of Directors appointed Matteo Del Fante as Chief Executive Officer and General Manager of the Company.
All directors will stay in office until the Shareholders' Meeting to be called to approve the financial statements for the year ending December 31, 2025.
Therefore, the Board of Directors is now composed of the following nine members:
- Silvia Maria Rovere (Presidente)
- Matteo Del Fante (Amministratore Delegato e Direttore Generale)
- Carlo D’Asaro Biondo
- Valentina Gemignani
- Paolo Marchioni
- Matteo Petrella
- Armando Ponzini
- Patrizia Rutigliano
- Vanda Ternau
BOARD OF DIRECTORS
| CRC | RC | NCGC | RCPC | SUSTC | ||
| Chairwoman | Silvia Maria Rovere (1) (2) | C | ||||
| Chief Executive Officer and General Manager |
Matteo Del Fante | |||||
| Director | Carlo D’Asaro Biondo (1) (2) | M | C | |||
| Director | Valentina Gemignani (1) | M | M | |||
| Director | Paolo Marchioni (1) (3) | M | M | |||
| Director | Matteo Petrella (1) (2) | C | M | |||
| Director | Armando Ponzini (1) (2) | M | C | |||
| Director | Patrizia Rutigliano (1) (2) | C | M | |||
| Director | Vanda Ternau (1) (2) | M |
M |
CRC = Control and Risk Committee
RC = Remuneration Committee
NCGC = Nominations and Corporate Governance Committe
RCPC = Related and Connected Parties Committee
SUSTC = Sustainability Committee
C = Chairperson
M = Member
(1) Non executive Director.
(2) Independent Director pursuant to Consolidated Code of Finance, the Supervisory Provisions for Banks, as well as pursuant to Italian Corporate Governance Code.
(3) Independent Director pursuant to Consolidated Code of Finance and the Italian Corporate Governance Code.
The participation of the members of the Board of Directors in office in the scheduled meetings, considering those held until July 2023, is equal to 100%. During the three-year period 2020 – 2022, Directors’ attendance to the meetings of the Board was higher, on average, than 95%.
Directors comply with the limit to the number of offices (maximum 1 executive and two non-executive or 4 non-executive) provided for in the Company document " Guidelines on the maximum number of offices that Directors and the head of BancoPosta function may hold" and by current legislation.
The Board of Directors undergoes on an annual basis a structured self-assessment process, the "board review", also through the support of independent third parties.
