The Shareholders' Meeting held on May 8, 2023 resolved to appoint the Board of Directors for a term of three financial years. The Board's term will therefore expire with the Shareholders' Meeting to be called to approve the financial statements for the year ending December 31, 2025. Of the nine members of the Board, seven meet the independence requirements of the Code on Finance, the Supervisory Provisions for Banks and of the Italian Corporate Governance Code; among them, six also meet the independence requirements of the Supervisory Provisions for Banks.
The Shareholders' Meeting held on May 8, 2023 appointed Silvia Maria Rovere as the Chairwoman of the Board of Directors. The Chairwoman is responsible for directing and overseeing the functioning of the Board of Directors. In addition to the powers provided by law and under the by-laws, and the subsequent Board of Directors resolution of May 8, 2023, the Chairmwoman has the following delegated powers, on a non-exclusive basis:
Internal Auditing:
- supervision of the activities of the Internal Auditing department, acting as a liaison for and reporting to the Board of Directors;
- supervision of the Company's guidelines on the Internal Auditing department, together with the Chief Executive Officer.
Institutional Relations:
together with the Chief Executive Officer, maintaining institutional relations with the Parliament, the Government, the Ministries, institutional bodies and the other authorities, in connection with matters outside the scope of ordinary business operations of the Company and the Group.
On May 8, 2023, the Board of Directors appointed Matteo Del Fante as the Chief Executive Officer granting to him all the powers for the administration of the Company, with the exception of some powers which are reserved to the Board by law, the by-laws and by the same resolution of May 8, 2023.
Poste Italiane Poste Italiane’s Board of Directors and its Committees - Structure for the year 2023
| Board of Directors | Control and Risk Committee | Remuneration Committee | Nominations and Corporate Governance Committee | Related and Connected Parties Committee | Sustainability Committe | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Office | Members | In office since | In office until | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) | (*) | (**) | (*) |
| Chair | Rovere Silvia Maria | 5/2023 | 12/2023 | 8/8 | C | 3/3 | ||||||||
| CEO(F)ץ | Del Fante Matteo | 1/2023 | 12/2023 | 12/12 | ||||||||||
| Director | d’Asaro Biondo Carlo | 5/2023 | 12/2023 | 8/8 | M | 5/6 | C | 4/4 | ||||||
| Director | Gemignani Valentina | 5/2023 | 12/2023 | 8/8 | M | 6/6 | M | 3/3 | ||||||
| Director | Marchioni Paolo (G) | 5/2023 | 12/2023 | 8/8 | M | 4/4 | M | 3/3 | ||||||
| Director | Petrella Matteo | 5/2023 | 12/2023 | 8/8 | C | 6/6 | M | 5/6 | ||||||
| Director | Ponzini Armando | 5/2023 | 12/2023 | 8/8 | M | 4/4 | C | 6/6 | ||||||
| Director | Rutigliano Patrizia | 5/2023 | 12/2023 | 8/8 | C | 3/3 | M | 3/3 | ||||||
| Director | Ternau Vanda | 5/2023 | 12/2023 | 8/8 | M | 3/3 | M | 6/6 | ||||||
| DIRECTORS WHO CEASED OFFICE DURING FY 2023 | ||||||||||||||
| Chair | Farina Maria Bianca | 1/2023 | 5/2023 | 4/4 | ||||||||||
| Director | Azzone Giovanni | 1/2023 | 5/2023 | 4/4 | C | 3/3 | C | 3/3 | ||||||
| Director | De Stasio Bernardo | 1/2023 | 5/2023 | 4/4 | C | 4/4 | M | 3/3 | M | 4/4 | ||||
| Director | Favrin Daniela | 1/2023 | 5/2023 | 4/4 | M | 3/3 | C | 3/3 | ||||||
| Director | Iacovoni Davide | 1/2023 | 5/2023 | 4/4 | M | 4/4 | M | 2/3 | ||||||
| Director | Kung Mimi | 1/2023 | 5/2023 | 4/4 | M | 3/3 | M | 4/4 | ||||||
| Director | Lunati Elisabetta | 1/2023 | 5/2023 | 4/4 | M | 3/3 | C | 4/4 | ||||||
| Director | Rossi Roberto | 1/2023 | 5/2023 | 4/4 | M | 4/4 | M | 3/3 | ||||||
| Number of meetings held during FY 2023 | BoD: 12 | Control and Risk Committee: 10 | Remuneration Committee: 7 | Nominations and Corporate Governance Committee: 6 | Related and Connected Parties Committees: 10 | Sustainability Committee: 6 | ||||||||
NOTES
• This symbol indicates the director in charge of the internal control and risk management system.
◊ This symbol indicates the person primarily responsible for the management of the issuer (Chief Executive Officer or CEO).
(F) He also held the office of General Manager until February 28, 2024, the date on which the Board of Directors - having acknowledged the resignation of the Chief Executive Officer, Matteo Del Fante, from the office in question - upon the proposal of the Chief Executive Officer himself, appointed Giuseppe Lasco as the Company’s new General Manager.
(*) This column shows the Directors’ respective attendance at meetings held by the Board of Directors and at its committees. Specifically, it shows the number of meetings attended by the Director concerned out of the total number of meetings held. All absences were appropriately justified. The Directors are expected to attend at least 90% of the Board of Directors meetings.
(**) This column shows the Director’s position on the committee: “C” = Chair, “M” = Member