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Corporate Governance The governance system in Poste Italiane.

The governance system in Poste Italiane – namely the administration and control system aimed at ensuring an effective management of the Company – is essentially aimed at creating value for shareholders in the medium/long term, taking account of the stakeholders’ interests whilst also considering the social relevance of the activities.

When it was listed on the Stock Exchange in 2015, the Group took steps to adapt its governance system to comply with legal provisions, the Consob regulations of reference, principles and recommendations contained in the Self-Governance Code for listed companies and also international practices on the matter.


The Governance model

The governance model adopted by the Parent Company is “traditional”, characterised by the dichotomy between the Board of Directors and the Board of Statutory Auditors.
 
THE SHAREHOLDERS’
MEETING
BOARD OF
DIRECTORS
BOARD OF STATUTORY
AUDITORS
This is the corporate body that
expresses the shareholders’ wishes
and takes the most important
decisions in the company’s life,
amongst which the appointment
and revocation of the members
of the Board of Directors and
the Board of Auditors, as well as
the audit company, providing for
the remuneration of the latter.
Moreover, the Shareholders’
Meeting approves the annual
financial statements, resolves
on statutory amendments and
transactions of an extraordinary
nature, such as increases in capital,
mergers and demergers in the
cases in which the law excludes
the competence of the Board of
Directors.
Formed of not less than five and not
more than nine members (currently
formed of nine members) the board
usually meets on a monthly basis to
examine and resolve on operating
performance, final results, proposals
concerning the organisational model
and transactions of significant strategic,
economic, equity-related or financial
importance. The roles of the Managing
Director and Chairman are clearly
separated. Corporate representation and
signature are due to both the Chairman
and the Managing Director, the latter in
relation to delegated powers.
The BoD has appointed four committees
within its sphere, having propositional
and advisory functions: the Control,
Risks and Sustainability Committee,
the Remunerations Committee,
the Appointments and Corporate
Governance Committee and the Related
Parties and Associated Subjects
Committee.
It is formed of three statutory and
three substitute auditors appointed
by the Shareholders’ Meeting. It
monitors observance of the law
and the Articles of Association,
respect of the principles of correct
administration and, in particular,
the adequacy of the organisational,
administrative and accounting
structure adopted by the Company
and its concrete operation.
 

 

Criteria of appointment and composition of the Corporate bodies

The Shareholders’ Meeting of 27 April 2017 appointed the Board of Directors formed of nine members, 4 of which are women. Following the renewal of its composition and thereafter in February 2018, according to information provided by the relevant individuals or in any case available to the Company, the Board of Directors established the existence of the requisites of
independence regarding 7 board members, as contemplated by relevant regulations. Such appointment followed the indications contained in the Articles of Association of Poste Italiane, which
require that the Board of Directors is formed of a minimum of 5 and maximum of 9 members, deferring the exact number to the decision of the ordinary Shareholders’ Meeting. The Articles
of Association also provide that minority shareholders may designate a number of their representatives in the Board, equal to one fourth of the total.

In order to be appointed, Directors must possess the requisites of integrity and professionalism provided by law, theregulatory provisions in force, the Articles of Association and supervisory provisions. Furthermore, a number of Directors not lower than provided under the regulations, also regulatory, as in force, must possess the requisites of independence.

Within the Company’s control and administration bodies, gender diversity is of key value. As expressly indicated in the Group’s Code of Ethics, Poste Italiane backs and promotes social equality for its employees and condemns any form of discrimination based on nationality, language, sex, ethnicity, religious belief, political and union inclination and physicalor psychic conditions.

Furthermore, this aspect is governed by specific articles in the Articles of Association, by which Poste Italiane intends to guarantee observance of the regulations in force on the matter of gender equality. To be specific, article 14.1 of the Articles of Association establishes that the composition of the Board of Directors of Poste Italiane must observe legal and regulatory provisions regarding gender equality.

Directors are appointed by the Shareholders’ Meeting based on lists presented by them, in which candidates must belisted according to sequential numbering.

The lists presenting a number of candidates equal to or higher than three must also include candidates of different gender, according to the indications given in the notice of call of the Meeting, so that the composition of the Board of Directors observes the provisions under the regulations in force regarding gender equality.

Thereafter, when the Directors are appointed, if for any reasons one or more Directors are not elected pursuant to the foregoing procedure or their term in office ends, the Shareholders’ Meeting resolves, by legal majority, in order to ensure the necessary number of Directors possessing the requisites of independence, again observing the provisions on the
matter of gender equality.


Regulation of the number of offices held by Directors

Directors accept the office and keep it inasmuch as they deem that they can dedicate the necessary time to diligently performing their tasks, considering both the number and quality of offices held in the governing and control bodies of other significantly sized companies and the commitment required of them by other professional activities they perform and associated offices covered.

In relation thereto, we point out that in September 2015 the Board of Directors approved (and formalised in a dedicated document) a policy regarding the number of offices the related members may cover in governing and control bodies of companies of significant sizes, in order to assure the relevant parties an availability of time suited to guaranteeing effective fulfilment of the role covered by them in the Board of Directors of Poste Italiane.

Following the indications given in the Self-Governance Code, the aforementioned policy only considers offices covered in the governing and control bodies of the following types of company as relevant for such purposes:
a. Companies having shares listed in regulated markets, also foreign;
b. Other companies, Italian or foreign, with shares not listed in regulated markets and having balance sheet assets exceeding 1,000 million Euros and/or revenues exceeding 1,700 million Euros based on the latest approved financial statements.

© Poste Italiane 2018 - VAT registration number: 01114601006

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