January 01, 1970

Progetto Italia: new Governance implemented

PRESS RELEASES

MILAN, December 6, 2019 – The Board of Directors of Salini Impregilo S.p.A. (“Salini Impregilo” or the “Company”) adopted at a meeting today the following corporate governance resolutions to achieve Progetto Italia’s objectives in the best possible manner, following the resignation of Directors Marina Brogi, Raffaella Leone, Geert Linnebank and Giacomo Marazzi:

 

  • the appointment of five new Directors of the Company by co-optation[1] as per CDPE’s designation, namely: Donato Iacovone, who will serve as Chairman, Francesca Balzani, Pierpaolo Di Stefano, Giuseppe Marazzita and Marina Natale.

 

  • the establishment of a Strategic Committee for the Progetto Italia length, with an advisory role to the Board of Directors related to the implementation of Progetto Italia. The Committee will be composed of the following Directors: Francesca Balzani (Independent Director), Pierpaolo Di Stefano (Director), Nicola Greco (Independent Director), Marina Natale (Independent Director) and Pietro Salini (Chief Executive Officer).

 

The Chairperson of the Strategic Committee will be appointed by its members at a forthcoming introductory meeting.

 

  • the redefinition of the composition of the Board Committees as follows:

 

the Risks, Control and Sustainability Committee, which is entrusted with advisory and proposing powers pursuant to Art. 7 of the Code of Self-Regulation of listed companies (the “Code”), will be composed as follows: Mario Cattaneo (Chairman, Independent Director), Francesca Balzani (Independent Director), Nicola Greco (Independent Director), Marina Natale, (Independent Director), Ferdinando Parente (Independent Director) and Franco Passacantando (Independent Director).

the Compensation and Nominating Committee, which is entrusted with advisory and proposing powers pursuant to Art. 5 and Art. 6 of the Code, will be composed as follows: Ferdinando Parente (Chairman, Independent Director), Nicola Greco (Independent Director) and Giuseppe Marazzita (Independent Director).

the Related Parties Committee, whose powers and duties are those provided pursuant to the Company’s Procedure for Related-Party Transactions and the applicable laws and regulations: Giuseppina Capaldo (Independent Director), Giuseppe Marazzita (Independent Director) and Ferdinando Parente (Independent Director).

 

The Chairperson of the Related Parties Committee will be appointed by its members at a forthcoming introductory meeting.

 

  • certain amendments to the Company’s Procedure for Related-Party Transactions, which are aimed at reflecting the Committee’s new composition, were also approved with the unanimous favorable vote of the Independent Directors (the new version of the Procedure for Related-Party Transactions is available for consultation in the “Governance” section of the www.webuildgroup.com website).

 

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The Board has also positively verified the independence requirements of the newly appointed Directors Francesca Balzani, Giuseppe Marazzita and Marina Natale, who had declared to be independent under the Italian Consolidated Financial Act and the Code.

The composition of the Board of Directors complies with the gender balance requirements and continues to show a considerable number of Independent Directors, in accordance with best practice.

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A curriculum vitae of the newly appointed Directors is available in the “Governance” section of the www.webuildgroup.com website.

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Chief Executive Officer Pietro Salini expresses his personal gratitude to Marina Brogi, Raffaella Leone, Geert Linnebank and Giacomo Marazzi for the important contribution that they have given to the growth of the company with their experience and professionalism.

[1] These Directors will remain in office until the next General Meeting, when Shareholders will be called to resolve upon their appointment pursuant to Art. 2386, paragraph 1, of the Italian Civil Code.

Progetto Italia: new Governance implemented
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