The Board of Statutory Auditors, composed of three standing auditors and three alternate auditors, carries out the functions of supervision and control.
The Board of Statutory Auditors of CIR is appointed by the Shareholders Meeting of April 28, 2023 for the three years 2023-2024-2025.
Nomination
The Board of Statutory Auditors is appointed by the Shareholders Meeting on the basis of slates presented by shareholders who, individually or together with others, represent at least 2.5% of company capital.
The auditors were drawn from the list presented by the majority shareholder F.lli De Benedetti S.p.A., with the exception of the Chairman Giovanni Barbara and the alternate auditor Marco Pardi, who were chosen by the minority list presented by Alessandro Nizza and Beatrice Baroncelli.
Composition and role
The Board of Statutory Auditors monitors the effectiveness of the control and risk management system. In conducting its functions, it interfaces with the Control, Risks and Sustainability Committee and with the manager responsible for Internal Audits through a constant exchange of information. In particular, it can ask the head of the Internal Audit function to carry out checks on specific operating domains or corporate transactions, informing the Chairman of the Board of Directors.
Marco Pardi
ALTERNATE AUDITOR
Antonella Dellatorre
ALTERNATE AUDITOR
Gaetano Rebecchini
ALTERNATE AUDITOR
Participation in meetings of the Board of Statutory Auditors
The table indicates the participation of auditors in meetings of the Board of Statutory Auditors in 2022. The former Board, appointed in June 2020 and currently not in office, met 22 times in 2022.
| First name and surname | Position | year of birth | Date of first appointment |
In office since | In office until | List | Independence code |
Attendance of meetings |
Number of position in other listed companies |
|---|---|---|---|---|---|---|---|---|---|
| Francesco Mantegazza |
Chairman | 1973 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | 22/22 | – |
| Maria-Maddalena Gnudi |
Statutory auditor | 1979 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | 22/22 | 1 |
| Gaetano Rebecchini |
Statutory auditor | 1987 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | 22/22 | – |
| Antonella Dellatorre |
Alternate auditor | 1971 | 30.06.2014 | 08.06.2020 | 31.12.2022 | Majority | X | – | – |
| Luigi Macchiorlatti Vignat |
Alternate auditor | 1963 | 24.04.2002 | 08.06.2020 | 31.12.2022 | Majority | X | – | – |
| Gianluca Marini |
Alternate auditor | 1965 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | – | – |
Notes
It should be noted that on February 19 2020 the merger by incorporation took effect of CIR S.p.A. – Compagnie Industriali Riunite (“the Incorporated Company”) into COFIDE – Gruppo De Benedetti S.p.A. the “Incorporating Company”), with the consequent elimination of the incorporated company (“Merger”). As an effect of the merger, the Incorporating Company changed its name to “CIR S.p.A. – Compagnie Industriali Riunite”.
During the year 2022 there were no changes in the composition of the Board of Statutory Auditors appointed by the Shareholders’ Meeting of the Company on June 8 2020. It should be noted that when the former Board of Statutory Auditors was appointed only one list was presented. Quorum required for the presentation of lists: 2.5%. The date of first appointment means the date on which the Statutory Auditor was appointed for the very first time to the Board of Statutory Auditors of the Issuer.
The column “Attendance of meetings” shows the attendance of the statutory auditors of the meetings of the Board of Statutory Auditors (more specifically, it shows the number of meetings attended out of the total number of meetings).
The column “No. of positions in other listed companies” shows the number of positions of director or statutory auditor held by the person concerned in other companies listed on regulated markets, even foreign markets, in financial companies, banks, insurance companies or companies of a significant size. The number of positions of director or statutory auditor held by the person concerned as per the terms of Art. 148-bis TUF and the relative rules for implementation of the same contained in Consob’s Rules for Issuers is published by Consob on its website as per the terms of Art. 144-quinquiesdecies of Consob’s Rules for Issuers.
