Governance system and report
Governance system: background
The Corporate Governance system adopted by Italiaonline S.p.A. is represented by the whole of the legal and technical rules aimed at ensuring the protection of stakeholders and the maximum transparency through proper management of the Company in terms of governance and supervision. The system is in the form of a collection of procedures and codes subject to a continuing process of up-dating and checks in order to react effectively to changes in the relevant regulatory framework and of best practices.
In this regard it will be recalled that the new Code of Conduct for listed companies (hereinafter also referred to as “the Code”), was introduced in March 2006, produced by the Corporate Governance Committee promoted by the Italian Stock Exchange, representing entrepreneurs and market participants. One of the recommendations of the Code was that issuers should apply the new code (completely replacing the one drawn up in 1999) by the end of the financial year beginning in 2006. In application of this recommendation, the Board of Directors of SEAT Pagine Gialle S.p.A. (now Italiaonline S.p.A.) held on December 19, 2006, resolved to apply the recommendations contained in the Code of Conduct:
Furthermore, note that the Extraordinary Shareholders’ Meeting held on April 19, 2007 approved amendments to be made to the articles of association to adopt the new provisions introduced by Law no. 262 of December 28, 2005, bearing “Provisions for savings protection and regulations on capital markets” (the so-called “Savings Act”), as amended by Legislative Decree no. 303 of December 29, 2006 (the so-called “Remedial Decree”). Specifically, the amendments regarded the statutory provisions on list-based voting for the appointment of Directors and Members of the Board of Auditors. The minimum stake necessary to present a list shall be equal to that envisaged for the Company by the new regulation, or, in any case, shall be no more than 2% of the share capital with voting rights in ordinary shareholders’ meetings. Moreover, the procedures for the appointment and the professional skills required of the manager with responsibility for drafting company accounting statements were defined (see the Company’s Articles of Association in the specific section).
The Board on April 24, 2013 — having acknowledged that the Company’s corporate governance model is already substantially consistent with the new recommendations of the Governance Code for Listed Companies dated December 2011 — resolved to adhere to the Code, granting the necessary authorisations for appropriate adjustments of the model to bring it into line with the recommendations, to the extent not previously adopted.
Having states this, for an exhaustive analysis of the degree the recommendations contained in the individual principles and criteria set out in the Code are applied, see the Corporate Governance Report in the specific section).
It should be noted that the Extraordinary Shareholders’ Meeting held on September 27, 2004, aligned the articles of association to the provisions under the comprehensive reform decree on the regulations governing joint-stock companies and cooperatives – Legislative Decree No. 6 of January 17, 2003, as amended by Legislative Decree No. 37 of February 6, 2004 (the so called Vietti Reform). Therefore, statutory provisions were introduced on that occasion, aimed to achieve simpler operation and, for reasons of desirability, greater exactitude and co-ordination; specifically, with a view to keeping the previously existing organisational set-up substantially unchanged, shareholders passed a resolution deciding to preserve the present traditional system of governance featuring:
Auditing activities are carried out by the Independent Auditors.
Corporate Governance report
In accordance with the current provisions, in order to provide the market with effective information on the standards of conduct set up by the Company, in the Corporate Governance report we outline:
- general information regarding the Company, also including the description of the ownership structures pursuant to Article 123-bis of the TUF;
- the degree the recommendations contained in the individual principles and criteria set out in the Corporate Governance Code are applied, in order to provide full information about the extent to which the Company complies with the Code itself;
- summary information in tabular form.