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Control, Risk and Related Parties Transactions Committee

Francesco Gori

Francesco Gori - Chairman

Independent Director

Francesco Gori was born in Florence on 15 May 1952.   
 

He graduated with honours in Business and Economics from the University of Florence, working at the same time first in a software company and then in the paper industry, again in Florence.
He joined Pirelli in 1978 where he was promoted as an executive in 1984 and where, after various assignments in commercial, marketing and M&A roles in Italy and abroad, he was appointed General Manager of the Tyre Division in 2001, Chief Executive Officer of Pirelli Tyre Spa in 2006 and, in 2009, also General Manager of Pirelli & C. During his 10 years tenure Pirelli Tyre doubled its revenues and from a cash burning, one digit Ebitda became a cask positive, high teens Ebitda company thanks to the execution of a premium strategy which translated into a higher top and bottom line growth than its peers, culminating with the entry in F1 as a sole supplier in 2010.
From 2006 to 2011 and for two consecutive terms he was elected president of ETRMA, the European Tyre & Rubber Manufacturers' Association.
In 2012 he decided to leave the Pirelli group From 2013 to 2015 he was an Industrial Advisor of Malacalza Investimenti and, from 2014, Managing Director of the CCR (Corporate Credit Recovery) fund of Dea Capital Alternative Funds Sgr where he currently is a Senior Advisor.
From 2015 he is a non-executive director on the Supervisory and Management boards of Apollo Tyres Ltd, a leading company in the sector and listed in India.
In 2016 he became Chairman of Benetton Group Srl for two years. He was appointed as a member of the Board of Directors of Prysmian Group S.p.A on September 18th, 2018.

From March 26th, 2013 He is member of the Board of Snam. 
 

 

Related material:

> Shareholdings if held

> Internal dealing

 

 
Francesca Pace

Francesca Pace

Independent director

Born in Rome in 1961.

Graduated in Law with honours from “La Sapienza” University in Rome.
She is a Court of Cassation lawyer with a professional focus on commercial, civil and regulatory law.

She has been an independent director of Cassa di Risparmio di Orvieto since May 2018.
She is registered in the Judicial Administrator's Register - Business Management Experts section.
She is an extraordinary commissioner of companies undergoing special administration procedures and a judicial receiver of companies.

She has held the role of judicial commissioner and has been a board director of Acquedotto Pugliese S.p.A. and Banca Tercas and Head of Legal and Corporate Affairs at WIND Telecomunicazioni S.p.A.

 

 

Related material:

> Shareholdings if held

> Internal dealing

 

Antonio Marano

Antonio Marano

Independent director

Born in Villach (Austria) in 1960. 

Graduated in Law with honours at the University of Bologna.

He is currently Chief Executive Officer of Partners 4 Energy S.r.l., an independent financial advisory company focusing on infrastructures and renewable energies. He provides financial institutions and companies with strategic support in these areas, in relation to mergers and acquisitions, loans and fundraising. He is Chairman of Aeroporto FVG S.p.A.

In 1998, after working in managerial roles at finance companies, he became General Manager for Italy of Commerzbank AG and later, in 2003, Director for Development at Autostrade S.p.A. In 2007, after working in the role of Chief Executive Officer and General Manager of Scala Capital S.p.A., he became Deputy General Manager of Unicredit Corporate Banking and Head of the “Public Sector FIG & Intrastructures Italia”.

 

 

Related material:

> Shareholdings if held

> Internal dealing

 

Committee meetings and attendance rate (2019)

In 2019 the Committee was convened 18 times and its meetings were attended by an average of 100% of its members. The average duration of these meetings was of 166 minutes.

 

Number of meetings of Control, Risk and Related Party Transanctions Committee

 

Rate of attendance of Control, Risk and Related Party Transanctions Committee meetings

 

*ASSONIME – “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply-or-explain” (Corporate Governance in Italy: Compliance, Remuneration and Comply or Explain) (2019), Note e Studi 2/20. The 2019 survey includes 220 Italian companies, listed at 31 December 2018, for which Reports were available on 15 July 2019.

The Control,Risk and Related Parties Transactions Committee is made up of three independent members. At least one member has adequate accounting, financial and risk management experience.

 

Main duties

The Control, Risk and Related PartiesTransactions Committee provides recommendations and advice to the Board of Directors with the goals of supporting decisions on internal control and risk management system and ensuring application and approval of  financial reporting. The committee:

  • Evaluates the proper use of accounting standards and their consistency in order to prepare the consolidated financial statements
  • Express opinions on specific aspects relating to the identification of the main risks to Snam
  • Reviews transactions involving directors' or statutory auditors' interests and related-party transactions
  • Examines periodic reports evaluating the internal control and risk management system, and reports of particular importance from the internal auditor
  • Monitors the independence, effectiveness and efficiency of the internal audit department
  • May ask the internal auditor to carry out audits and reviews of selected operations
  • Reports to the Board, at least every six months, upon approval of the annual and half-yearly financial report, on the activity it carries out and the adequacy of the internal control and risk management system; in any event, after each of its meetings, the Committee shall update the Board of Directors with a communication at the first available meeting, on the topics discussed and on the comments, recommendations and opinions formulated therein;
  • Supports, with adequate preliminary activities, the Board of Directors assessments and resolutions on the management of risks arising from detrimental facts which the Board of Directors may have been become aware of or that the Committee itself has reported to the Board of Directors
  • Comments on proposals submitted to the board by the internal control and risk management system director concerning the appointment, dismissal and remuneration of the internal auditor and related to ensuring that the internal auditor has adequate resources to fulfil his/her responsibilities

The committee also performs the duties assigned to it as part of related-party transactions compliance

 

 

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updated
26 May 2020 - 09:33 CEST