GovernanceCorporate bodies

Board of Directors

The Board of Directors is assigned a central role in the Company’s corporate governance system. It meets regularly (usually on a monthly basis), organising itself and operating in such a way as to assure real and effective performance of its functions.

The Board of Directors is vested with the widest powers for ordinary and extraordinary management of the Company, and therefore has the power to perform all actions that it deems appropriate for accomplishment and achievement of the Company’s corporate purposes, both in Italy and abroad, the only exception being those measures that by law are reserved as being the prerogative of Shareholders’ Meetings (see Article 19 of the Company’s Articles of Association).

Directors are appointed on the basis of a voting mechanism based on competing lists to guarantee clear election procedures and a well-composed Board.
Based on Article 14 of the Articles of Association, the Company is managed by a Board of Directors composed of a minimum of 7 (seven) and a maximum of 21 (twenty-one) Directors.

The Ordinary Shareholders’ Meeting of October 8, 2015, appointed the Board of Directors, setting the number of its members at 9, establishing their term of office until the approval of the financial statement for year ended 31 December 2017.

The company attributed the corporate offices of Chairman of the Board of Directors (with the shareholders’ resolution of October 8, 2015) Mr. Khaled Galal Guirguis Bishara and Managing Director (Board resolution of October 8, 2015) Mr. Antonio Converti.

Pursuant to the application criterion 2C1 of the Code of Conduct, only the Managing Director and the Vice President should be considered to be executives. The other directors, which are therefore non-executive directors, in terms of number, authority and authoritativeness, are therefore such as to assure that their opinion carries significant weight in Board decision-making; specifically, they particularly supervise areas where conflicts of interest may arise.

The Ordinary Shareholders’ Meeting of October 8, 2015 has resolved to appoint as Directors Messrs. Khaled Galal Guirguis Bishara, Antonio Converti, Sophie Sursock, Onsi Naguib Sawiris, David Alan Eckert, Corrado Sciolla, Maria Elena Cappello, Cristina Mollis and Cristina Finocchi Mahne. The directors appointed are all taken from the sole slate filed for the Shareholders’ Meeting submitted by the shareholder Italiaonline S.p.A. and voted by a majority.

Messrs. Corrado Sciolla, Maria Elena Cappello, Cristina Mollis and Cristina Finocchi Mahne had declared that they meet the independence requisites provided under art. 148, paragraph 3 of Legislative Decree No. 58/1998 and the Self-Governance Code of Listed Companies.

The Company’s Board of Directors of 8 October 2015 has defined the Company’s governance structure and confirmed Antonio Converti in the role of Managing Director (just appointed by the Boord of Directors of September 9, 2015) and appointed Mr. David Alan Eckert as Vice Chairman of the Board of Directors David Alan Eckert.

On November 6, 2015 Dr. Cristina Mollis, non-executive director of the Company, has submitted her resignations, effective immediately, from the roles on the Company’s Board of Directors for reasons due to unexpected personal commitments together with increased and incompatible needs related to her professional activities.

Dr. Mollis, as independent director, was the chairman of the Company’s Appointments and Remuneration Committee and a member of the Control and Risks Committee.

On March 8, 2016 the Ordinary Shareholders’ Meeting resolved to appoint as member of the Board of Directors of the Company, Attorney. Antonia Cosenz – co-opted on November 10, 2015 in substitution of Mrs. Cristina Mollis – who will remain in office until the expiry of the current Board of Directors, i.e. until the date of the Shareholders’ Meeting called to approve the financial statements that will close on December 31, 2017.

On the same date, the Board of Directors resolved to confirm Antonia Cosenz as Chairman of the Appointments and Remuneration Committee and member of the Control and Risks Committee.

On February 14, 2017 Mr. Khaled Galal Guirguis Bishara has resigned, with immediate effect, from his offices of Chairman and member of the Board of Directors of the Company, to undertake a new entrepreneurial path.
On April 27, 2017, the Ordinary Shareholders’ Meeting resolved to approve the appointment, as member of the Board of Directors, of Mr. Tarek Mohamed Mohayeldin Abdelaziz Aboualam (co-opted on February 14, 2017 in lieu of Mr. Khaled Galal Guirgis Bishara), confirming him also as Chairman of the Board of Directors and effective until the Shareholders’ Meeting convened for the approval of the financial statements as of December 31, 2017.

For further information about the role of the Board of Directors see the Corporate Governance Report in the specific section.

Board of Directors’ members

Tarek Aboualam, CHAIRMAN

Tarek Aboualam has is the founder of Glint Consulting, which has leveraged on his expertise to offer Digital & Technology and Management Consulting services that aim to build successful companies and maximize their value.

Prior to Glint, Tarek has been the CEO of Mobiserve Group Operating in 8 countries in MENA (Middle East North Africa). In 2012, Tarek led the turnaround of Egypt’s incumbent operator Telecom Egypt (TE) in a challenging environment acting as TE’s CEO & Managing Director after serving as the Senior VP for International & Wholesale.

In 2008, Tarek joined Orascom Telecom as the Fixed & Broadband Development Director. Between 2005 and 2008, Tarek actively contributed to the turnaround of the Italian operator Wind acting as the Planning and Business Intelligence Director of its Fixed Business Unit. Before 2005, Tarek started his career by co-founding & managing 2 of the first ISPs in Egypt (TE Data & Soficom).

Tarek served as Chairman and board member on the boards of several Telecom and Technology companies including: Telecom Egypt, Vodafone Egypt, Mobiserve, TE Data, Xceed, Soficom, Glint Consulting, Tellas, Tirocon and TED-Jordan.

He holds a bachelor degree in Telecommunication Engineering from Alexandria University.

David A. Eckert, VICE CHAIRMAN

For 25 years, David Eckert has been a serial CEO who specializes in revitalizing companies.  He has led businesses in industries ranging from industrial valve manufacturing to education to internet services to oil recycling to financial services to environmental services to retailing, and ranging in annual revenue from US$40 million to US$2 billion.

David’s most recent engagement was as CEO of the Hibu Group, whose thousands of employees on four continents provide print advertising, websites, and other internet services to small and medium enterprise customers.

Before his CEO roles, David was a Vice President and Partner at Bain & Company, where he concentrated on corporate strategy and profit improvement.

Since 1991, David has sat on or chaired dozens of parent or subsidiary boards of directors, in and beyond his native U.S.  Among the boards he has served on are those of X-Rite, Inc. (NASDAQ:  XRIT), Safety-Kleen Systems, Inc., the Hibu Group, and Clean Harbors, Inc. (NYSE:  CLH).

David was awarded an MBA from the Harvard Business School, where he was a Baker Scholar and a Loeb Rhoades Fellow.  Earlier, he received a bachelor’s degree with highest distinction from Northwestern University, majoring in mechanical engineering and economics.

Antonio Converti, DIRECTOR

Born in Calabria, Computer Science graduate from the University of Pisa, he begins his career at Olivetti. Since 1995 he devoted himself to the web: at first in Italiaonline (first release), where he creates the search engine Arianna, then in Wind Telecomunicazioni, where he manages the start-up of the Internet division.

Therefore he dedicates one year to the start-up of 3 Italy and goes back to Wind to take part in the top management. In 2011, he runs the spin-off of Libero and ITnet from Wind.

A year later, at the helm of Libero Srl, he concludes the acquisition of Matrix form Telecom Italia: the “new” Italiaonline is born, the leading internet operator in Italy.

In 2016 he leads the reverse merger of Italiaoline into Seat Pagine Gialle, consolidating the company’s leadership in the digital advertising market for large accounts and in the local marketing services, with the mission of digitizing Italy’s SMEs.

Married, he’s got a daughter and is passionate about jazz.

Onsi Naguib Sawiris

Onsi N. Sawiris is Managing Partner and Co-Founder of HOF Capital, a company created to invest in emerging growth technology start-ups that have an international scope leveraging his expansive and diverse network in Egypt and the MENA region so to assist companies in expanding their global footprint. Onsi is also Director and Co-Founded Energal, a startup dedicated to the energy development thorugh renewable sources such as smart meters, solar power solutions across many verticals as well as hybrid power systems. Prior to that, he was working as an analyst at Arma Partners, an investment bank which specialises in seller-side M&A in the TMT sector.

Onsi is a board member of Mach Music, Optij Solutions, World Capital Services and Voltaire Capital Holdings and obtained a Mechanical Engineering degree from the Massachusetts Institute of Technology (MIT).

Sophie Sursock

Sophie is currently in charge of corporate finance in Accelero Capital, of which she is also one of Co-Founders. Prior to this position she was a Corporate Finance Manager at Orascom Telecom Holding (OTH) S.A.E/Weather Investments. Sophie was responsible for business planning and liquidity analysis throughout the Orascom Telecom and Weather groups. During this time, Sophie’s key roles were M&A transaction as well as overseeing debt and equity capital markets’ issues and liability management.

Before joining OTH in 2007, Sophie held the position of Senior Analyst, M&A Transaction Service at Deloitte’s corporate finance division. She was part of the team handling financial advisory and due diligence for Private Equity and corporate clients. Preceding her position at Deloitte, Sophie was the Junior Project Manager at PrimeCorp Finance S.A. where she was involved in the structuring of a 100-million euro technology fund.

Before joining PrimeCorp, Sophie also held the position of Junior Investment manager at Axa Investment.

Sophie received a Bachelor in Business Administration and an MSc in International Business from Paris Graduate School of Management (ESCP-EAP). In addition she successfully completed a student exchange program in Bangkok achieving a Certificate in the Management of Technology.

Cristina Finocchi Mahne

Business economist, Professor of Economics of Industrial and Banking Groups (Advanced Business Administration), on the faculty of the degree program in Advanced Economics, at the University of Rome La Sapienza; Professor of Corporate Governance at the Luiss Business School, on the faculty of the international MBA.

Director and Chairman of the appointments and remuneration committee of Inwit (Borsa Italiana); Director and member of the control and risks committee, the appointments and remuneration committee and the related parties committee of the Trevi Group, (Borsa Italiana FTSE Mid Cap); Director and member of the control and risks committee and the related parties committee of the Banco Desio Group (Borsa Italiana); Director of Natuzzi (NYSE). Co-Presidente for Italy and member of the executive committee of WCD, international think tank on best practices in corporate governance. WCD counts over 3500 directors from throughout the world, including both executive and independent directors, sitting on over 7000 boards of listed companies, with an aggregate total market capitalization of USD 8,000 billion.

Previously, she was a Member of the Management Committee, as Head of Investor Relations and Group Strategic Communications for important blue chip financial companies having market capitalization exceeding Euro 5 billion. She was also member of the board of directors of a strategic consultancy firm specialized in financial and corporate governance communications, from its listing on the Stock Exchange until 2013. She was a writer/creator and anchorwoman of Watchdog, the very first television program focusing on governance issues, which was on air from 2004 until 2012 on Class CNBC, the business and financial channel SKY 507.

She began her career in the corporate finance division of Euromobiliare, an investment bank that was initially controlled by HSBC, and later gained extensive experience in finance with Tamburi&Associati, JP Morgan and Hill&Knowlton.

She earned her Economics degree from the University of Rome La Sapienza, and a Master in Business Administration from LUISS Business School, with specialization in Corporate Finance and International Marketing. Later, she attained additional specializations in finance and management skills in Los Angeles and London.

For her professional achievements, in 2003, she received the Distinguished Executive Award from Luiss University and in 2007, she received the Best in Class award from La Sapienza University, Economics Department. She is a presenter at national and international conferences and the author of numerous articles and papers published in leading financial newspapers and international publications.

Maria Elena Cappello

In 1991, she joined Italtel S.p.A. as System Consultant in the Switching OSS Business Unit. In 1994, she joined EMC Italia S.p.A. where she was then appointed Head of Public Administration Sales Area and of the Telecom Division.

In 1998, Maria Elena Cappello joined Compaq Computer (subsequently Hewlett Packard) EMEA in Munich (Germany), where she worked as EMEA Storage Division Marketing Manager, EMEA Storage Division Business Development Manager, EMEA Compaq Global Services Executive Director and EMEA Service Provider Group Executive Director.

In 2002, leveraging her entrepreneurial skills, she founded and expanded Metilnx Inc., an innovative European software company operating in the USA. In 2005, she became Sales Senior Vice President at Pirelli Broadband Solutions S.p.A.

In 2007, she joined Nokia Siemens Networks (currently Nokia) as worldwide Strategic Marketing Manager, subsequently serving as Chief Executive Officer, General Director and Vice President of the Board of Directors at Nokia Siemens Networks Italia S.p.A. She currently serves as Independent Director at Prysmian S.p.A., Saipem S.p.A and Monte dei Paschi. Moreover, she is a member of the Global Female Leaders Summit’s Advisory Board.

Other prior relevant mandates: Independent Director of Sace S.p.A.; member of the Management Board of A2A S.p.A.; Chairman of the Research and Innovation group of the External Investors Committee of Confindustria; Member of the Steering Committee and Vice President of GSA (Global Mobile Supplier Association).

Antonia Cosenz

Antonia Cosenz, lawyer, is currently responsible for the Extraordinary Operations and Finance Legal of Banca Popolare di Milano. In this context, she deals with legal issues, corporate and regulations related to the management of extraordinary operations of the Bank and the Group as well as the operations of the finance and capital markets (equity & debt) for the BPM Group.

Before entering in Banca Popolare di Milano, he has gained established experience in a very important Italian law firm specialized in corporate and capital markets, providing care for major broadcasters and Italian and foreign financial institutions in capital market operations, corporate finance, private and public M & A; previously, she has also worked with the legal department of Sicilcassa SpA, bank in Compulsory Administrative Liquidation, for the management of litigation about liquidation.

Antonia Cosenz graduated in Law at the University of Palermo, in 2002 she obtained the license to practice as a lawyer.

Corrado Sciolla

Corrado held the office of Chairman of BT Continental Europe & Global Telecom Market between 2013 and 2017, company operating in over 40 countries and that employs more than 8,000 people.

Previously, between 2011 and 2013, he held the office of Chairman and General Manager of BT France based in Paris; ICT company operating with almost all of the “CAC 40” companies, the main index of the French Stock Exchange. At the same time, and since March 2004 he also held the office of Managing Director of BT Italy (formerly Albacom), second operator “for turnover” of telecommunications services to companies in Italy, with offices in Milan and Rome, making a complete turnaround of  the company and making it the biggest reality of BT outside UK.

In 2001 he was appointed General Manager of Wind Telecomunicazioni, an office he held until 2003, with the responsibility to implement, through the joint leadership of Marketing (for fixed-line, mobile and internet), Sales (for the residential and business markets), Network, Customer Service and Information Systems departments, the Wind Telecomunicazioni strategy, managing more than 8,000 people.

Previously, between 2000 and 2001, he was appointed Chief Financial Officer in Syntek Capital – investment company in the areas of new technologies, telecommunications and media with offices in Monaco, Milan, New York and Tel Aviv – with the responsibility to ensure the monitoring of all investment and disinvestments activities of the company.

In 1999 he holds the position of Business Development Director of News Corporation Europe and Managing Director of Stream, with the responsibility to ensure the realization of the News Corporation strategy in continental Europe and to start the re-launch of Stream (second Italian Pay TV) .

From 1993 to 1998 he is Senior Engagement Manager at McKinsey, based in Milan, with the responsibility of media-multimedia practices for Italy, managing several projects in the telecommunications, media and retail sectors.

Member of the Executive Committee of Confindustria innovative services with responsibility for the international between 2010 and 2013, he also held the office of Vice Chairman of Asstel between 2007 and 2013.

Corrado Sciolla holds a Degree in Electronic Engineering from the Politecnico of Turin and a Master in Business Administration  (Scolarship FIDIS) at the Institut Européen d’Administration des Affaires, in Fontainebleau, France.