06. Corporate Governance
82 Integrated Annual Report 2020 | Moving forward
CORPORATE GOVERNANCE
6.1 | Principles and values | 84 |
6.2 | Model and procedures | 86 |
6.3 | Compliance and | |
Internal Control System | 92 | |
6.4 | Remuneration policies | 96 |
6.5 | Ethics Policy for employees | 99 |
6.6 | Shareholder resolutions | |
during the year | 100 |
Moving forward | Integrated Annual Report 2020 | 83 |
6.1 Principles and values
Atlantia has adopted a traditional Management and Control System, based on rules aligned with the guidelines set by regulatory bodies and the highest standards recommended by the market. This system of rules is periodically updated to be always consistent and aligned both with developments in the business and, above all, with the guidance provided by the principles and criteria outlined in the Corporate Governance Code drawn up by the Corporate Governance Committee for listed companies.
The Group has a Corporate Governance system that is the essential tool to ensure effective and efficient management and reliable control over the activities carried out within the Company, with the aim of creating value for shareholders and other stakeholders.
The transformation process that the Group undertook during the year also led to a realignment of the founding principles and values of corporate governance with the changed context and with the new challenges that the Group intends to address. To that end, the values around which to structure Corporate Governance and, more generally, the Group's activities have been redefined, focusing on the principles of transparency, integrity, engagement, diversity, renewal and innovation.
The governance principles adopted and redefined by Atlantia comply with the laws and regulations in force in Italy, with international best practices and the recommendations of the Corporate Governance Code for Listed Companies drawn up by the Corporate Governance Committee.
In December 2020, the Board of Directors resolved, with the consent of the Company's Audit, Risk and Corporate Governance Committee, to adhere to the New Corporate Governance Code (the "New Code"), in line with the practice followed by listed issuers included in the FTSE MIB index, thus abandoning the Company's own Corporate Governance Code (the "Atlantia Code") adopted for the first time in 2003.
The Company therefore applies the New Code as of 1 January 2021.
Also, as part of the evolutionary process embarked on, an action plan has been prepared to undertake all the adjustments and changes necessary to adapt the Company to the New Code. To that effect, the Company has for the first time adopted terms of reference for the Board of Directors (hereinafter the "Board Terms of Reference"), details of which are available on the Company's website in the governance/corporate bodies/Board of Directors section.
In adopting the Terms of Reference, the Company has also implemented the recommendations of the Corporate Governance Committee of December 2020, identifying: a) the upper limit on the total number of positions held by executive and non-executive directors, including also the role of statutory auditor; (b) the qualitative and quantitative criteria for defining independence requirements; c) the procedures and timing for the production of the documentation.
In connection with the preparation of Atlantia's strategic plan, two induction sessions and a strategic retreat were organised in January and February 2021, with the participation of the Company's entire Board of Directors and management. The guidelines in the new strategic plan were approved by the Board of Directors, together with the sustainability plan, on 18 February 2021.
84 Integrated Annual Report 2020 | Moving forward
CORPORATE GOVERNANCE
Moving forward | Integrated Annual Report 2020 | 85 |
6.2 Model and procedures
Under a traditional management and control system, the General Meeting of shareholders takes the most important decisions regarding the life of the Company, including the appointment of corporate bodies and approval of the financial statements.
The Company is managed by the Board of Directors, which carries out all the transactions necessary to pursue the corporate purpose. Four Board committees have been set up to advise and make recommendations to the Board of Directors.
Responsibility for controls is assigned to the Board of Statutory Auditors, which has the task of overseeing, among other things, compliance with the law, the memorandum of association and best practices, as well as the independent auditor to which the audit of the Company's accounts is entrusted.
CORPORATE GOVERNANCE | ||||||||||||||||
Governance | ||||||||||||||||
General Meeting of shareholders | ||||||||||||||||
model 8 | ||||||||||||||||
Board of Statutory | Board of | Independent | ||||||||||||||
Auditors | Directors | Auditor | ||||||||||||||
Oversees the financial | Responsible for the | Responsible for | ||||||||||||||
reporting process; | management | accounting controls | ||||||||||||||
the eectiveness of | of the Company, | and auditing the | ||||||||||||||
the internal control, | being the only body | financial statements. | ||||||||||||||
internal audit and risk | with the authority | |||||||||||||||
management system; | and full powers | |||||||||||||||
the independent audit | to conduct the aairs | |||||||||||||||
of the separate and | of the Company. | |||||||||||||||
consolidated financial | ||||||||||||||||
statements; and the | ||||||||||||||||
independence of the | ||||||||||||||||
external auditors. | ||||||||||||||||
The Board of Directors in office at 31 December 2020 was elected by the Annual General Meeting of 18 April 2019 for three financial years (i.e., until approval of the financial statements as at and for the year ended 31 December 2021) and consists of fifteen Directors. The infographics describe the main characteristics of the Board of Directors.
Audit, Risk
and Corporate
Governance
Committee
Provides support,
following due
examination, for the Board's evaluation of and decisions relating to the Internal Control and Risk Management
System, as well as
those relating to
the approval
of financial reports.
Nominations, | Sustainability | Committee of | ||||||||||
Remuneration and | Committee | Independent | ||||||||||
Human Capital | Directors with | |||||||||||
Committee | Makes | responsibility | ||||||||||
for Related Party | ||||||||||||
recommendations and | ||||||||||||
Makes recommendations | provides advice to the | Transactions | ||||||||||
Board of Directors on | ||||||||||||
and provides advice to the | ||||||||||||
sustainability issues, | ||||||||||||
Board of Directors on, | ||||||||||||
in order to promote | The Commiee | |||||||||||
among other things, | ||||||||||||
the gradual integration | examines related | |||||||||||
maers relating to: the | ||||||||||||
of environmental, social | party transactions, | |||||||||||
remuneration of the | ||||||||||||
and governance factors | carrying out the tasks | |||||||||||
members of corporate | ||||||||||||
into corporate activities, | provided for in the | |||||||||||
bodies and senior | ||||||||||||
aimed at creating | CONSOB Regulation | |||||||||||
management; the strategic | ||||||||||||
sustainable value for | adopted with Resolution | |||||||||||
development of human | ||||||||||||
shareholders and other | 17221 of 12 March 2010, | |||||||||||
capital; the review of the | ||||||||||||
stakeholders over the | as amended, within the | |||||||||||
activities of the Board of | ||||||||||||
medium to long term. | terms and according | |||||||||||
Directors and board | ||||||||||||
to the procedures set | ||||||||||||
commiees; the | ||||||||||||
out in the procedure | ||||||||||||
preparation, update and | ||||||||||||
for related party | ||||||||||||
implementation of any | ||||||||||||
transactions adopted | ||||||||||||
plans and/or procedures | ||||||||||||
by the Company | ||||||||||||
for the succession of the | ||||||||||||
and available on the | ||||||||||||
Chief Executive Oicer and | ||||||||||||
Company's website. | ||||||||||||
of any other executive | ||||||||||||
directors; the proposal of | ||||||||||||
candidates for the position | ||||||||||||
of Director of the Company | ||||||||||||
in the event of co-optation | ||||||||||||
or the appointment of | ||||||||||||
executive directors of | ||||||||||||
Strategic Companies. | ||||||||||||
86 Integrated Annual Report 2020 | Moving forward
8 The Committees' functions as at 18 February 2021. The Board of Directors' meeting held on that date decided to modify the roles assigned to the various Committees and to establish a Sustainability Committee, as recommended by Borsa Italiana's new Corporate Governance Code.
Moving forward | Integrated Annual Report 2020 | 87 |
Board of Directors
NAMEAGE IN OFFICE FROM ATTENDANCE ARCGC NRHC CIDRPT SC
Fabio Cerchiai | 76 | 18/04/2019 | 100% | |||||
CHAIRMAN | ||||||||
Carlo Bertazzo* | 55 | 18/04/2019 | 100% | |||||
CHIEF EXECUTIVE OFFICER | ||||||||
Sabrina Benetton | 47 | 31/10/2019 | 100% | |||||
DIRECTOR | ||||||||
Andrea Boitani | 65 | 18/04/2019 | 94% | M | M | |||
DIRECTOR | ||||||||
Riccardo Bruno | 61 | 18/04/2019 | 94% | P | M | |||
DIRECTOR | ||||||||
Cristina De Benetti | 54 | 18/04/2019 | 97% | P | ||||
DIRECTOR | ||||||||
Dario Frigerio | 58 | 18/04/2019 | 100% | M | P | |||
DIRECTOR | ||||||||
Gioia Ghezzi | 58 | 18/04/2019 | 79% | P | ||||
DIRECTOR | ||||||||
Giuseppe Guizzi | 53 | 18/04/2019 | 97% | M | ||||
DIRECTOR | ||||||||
Anna Chiara Invernizzi | 51 | 18/04/2019 | 100% | M | ||||
DIRECTOR | ||||||||
Carlo Malacarne | 67 | 18/04/2019 | 100% | M | M | |||
DIRECTOR | ||||||||
Valentina Martinelli | 44 | 06/03/2020 | 100% | |||||
DIRECTOR | ||||||||
Lucia Morselli | 64 | 24/09/2020 | 89% | M | ||||
DIRECTOR | ||||||||
Ferdinando Nelli Feroci | 74 | 18/04/2019 | 94% | M | ||||
DIRECTOR | ||||||||
Licia Soncini | 59 | 18/04/2019 | 100% | M | ||||
DIRECTOR | ||||||||
Executive | Non-executive | Independent (CFA) | Chair | Member | ||||
- Carlo Bertazzo was appointed Atlantia's Chief Executive Officer by the Board of Directors on 13 January 2020, following the resignation of Giovanni Castellucci on 17 September 2019.
Mr Bertazzo was a member of the Nominations Committee until 26 May 2020 and a member of the Human Resources and Remuneration Committee until 13 January 2020.
88 Integrated Annual Report 2020 | Moving forward
59 anni
average age
73%
are independent
96%
attendance at meetings
16 meetings
of the Audit, Risk and
Corporate Governance
Committee
7 meetings
of the Committee of Independent Directors with responsibility for Related Party Transactions
CORPORATE GOVERNANCE
47%
of Directors are women
2
executive Directors
34
meetings in 2020
15 meetings
of the Human Resources
and Remuneration
Committee
7 meetings
meetings of the Nominations Committee
Moving forward | Integrated Annual Report 2020 | 89 |
CORPORATE GOVERNANCE
To enable Directors to carry out their role in an informed manner, a series of initiatives have been undertaken, to increase their knowledge of the Company and its dynamics, as well as to provide an update on developments in the legislative and regulatory framework, which in 2020 led to the organisation of 3 induction sessions concerning:
• the Abertis Group, with the participation of the CEO of Abertis Infraestructuras;
• the "Positioning and Communication Strategy 2020-2022" with the participation of the Company's Head of External Relations;
• "Airports: and in-depth analysis of the current state and future prospects". The CEO of Aeroporti di Roma S.p.A. was invited to attend the meeting.
In 2021, the induction process continued and concerned the Group's "Sustainability Plan".
Committees
The Board of Directors has established the following Committees in accordance with the Atlantia Code, which adopted the recommendations in the Corporate Governance Code for listed Companies:
• Nominations Committee;
• Human Resources and Remuneration Committee;
• Audit, Risk and Corporate Governance Committee;
• Committee of Independent Directors with responsibility for Related Party Transactions.
In performing their activities on behalf of the Board of Directors, the Committees may use external consultants, in accordance with the terms set by the Board of Directors.
At its meeting of 18 February 2021, the Board of Directors resolved to set up the Sustainability Committee and to assign the functions previously carried out by the Nominations Committee to the Human Resources and Remuneration Committee, which then took on the name of "Nominations, Remuneration and Human Capital Committee". Later, on 26 February 2021, the Board of Directors adopted terms of reference for all the Committees.
The Sustainability Committee consists of four independent directors and provides advice and makes recommendations to the Board on sustainability issues, to advance the progressive integration of environmental, social and governance factors into the Company's activities, to create sustainable value for shareholders and other stakeholders over the medium to long term.
Consideration of priority issues relating to environmental, social and governance matters and, in particular, climate change has been added to the agenda of the Board of Directors and the priorities of senior management, with the aforementioned induction sessions.
For further information, reference should be made to the full text of the "Annual Report on corporate governance and ownership structures", prepared taking into account the guidelines issued by Borsa Italiana for the corporate governance reports, available in the "Corporate Governance" section of the website at www.atlantia.com.
90 | Integrated Annual Report 2020 | Moving forward | Moving forward | Integrated Annual Report 2020 | 91 |
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Atlantia S.p.A. published this content on 05 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 09:11:07 UTC.