Corporate Governance

• President: Enrico Postacchini
• Members: Nazareno Ventola, Claudia Bugno, Giovanni Cavallaro, Giada Grandi, Elena Leti, Alessio Montrella, Laura Pascotto, Valerio Veronesi.

On April 26, 2022, the Shareholders' Meeting appointed a new Board of Directors with a mandate up to the Shareholders' Meeting for the approval of the financial statements at December 31, 2024 made up of nine members. Its composition complies with laws and regulations in force for listed companies with regard to the number of independent directors pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the CFA. In light of this Shareholders' Meeting resolution, the composition of the Company's Board of Directors is:

Enrico Postacchini

• Appointed as: President
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Non-executive Director

Nazareno Ventola

• Appointed as: Board Member
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Executive Director

Claudia Bugno

• Appointed as: Board Member
• Appointment by the Board of Directors on March 14, 2024 – co-opted until the approval of the financial statements at December 31, 2023
• Effective date of the appointment: March 14, 2024
• Curriculum Vitae
• Independent and non-executive Director

Giovanni Cavallaro

• Appointed as: Board Member
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Independent and non-executive Director

Giada Grandi

• Appointed as: Board Member
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Non-executive Director

Elena Leti

• Appointed as: Board Member
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Independent and non-executive Director

Alessio Montrella

• Appointed as: Board Member
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Independent as per CFA and non-executive Director

Laura Pascotto

• Appointed as: Board Member
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Independent and non-executive Director

Valerio Veronesi

• Appointed as: Board Member
• Appointment by the Shareholders' Committee on the April 26, 2022 – the mandate duration is three years and therefore until the approval of the financial statements at December 31, 2024
• Effective date of the appointment: April, 26 2022
• Curriculum Vitae
• Non-executive Director

On April 26, 2022 the General Meeting elected the Board of Auditors. The Board of Auditors has a three-year term, until the approval of financial statements at December 31, 2024.

• President: Rosalba Cotroneo (Curriculum Vitae)
• Statutory Auditors: Francesca Aielli (Curriculum Vitae), Alessandro Bonura (Curriculum Vitae)
• Deputy Statutory Auditors: Sergio Graziosi (Curriculum Vitae), Alessia Bastiani (Curriculum Vitae)

Remuneration Committee

The Remuneration Committee is a body that provides consultation and recommendations with the main aim of formulating proposals to the Board of Directors for the definition of the remuneration policy for Directors and Senior Executives.

The duties referred to in Article 5 of the Corporate Governance Code are within the remit of the Remuneration Committee and, specifically, it: a) makes proposals to the Board of Directors regarding the Company's policy on the remuneration of Directors and Senior Executives in accordance with the recommendations of the Corporate Governance Code; b) periodically evaluate the adequacy, the overall compliance and the application of the remuneration policy of Directors and Senior Executives, utilising for this latter issue the information provided by the Chief Executive Officers; draws up for the Board of Directors related proposals; c) Presents proposals or expresses opinions to the Board of Directors on the remuneration of Executive Directors and other Senior Directors, as well as on the setting of performance objectives linked to this remuneration's variable component; it monitors the application of decisions adopted by the Board and checks, in particular, the actual achievement of performance objectives.

The Board of Directors appointed on May 3, 2022 as members of the Remuneration Committee the Non-Executive and Independent Directors Laura Pascotto and Sonia Bonfiglioli. The latter also held the role of Chair of the Committee. The Committee was completed Giada Grandi, Non-Executive Director.
Following the leave of Sonia Bonfiglioli, the Board of Directors on March 6, 2024 appointed Giovanni Cavallaro as member and Chair of the Committee.

Control and Risk and Sustainability Committee

The Control and Risks Committee has consultative and proposal functions, with, according to Article 6, recommendation 35 of the new Corporate Governance Code, the duty to support, through appropriate investigative activity, the assessments and decisions of the Board of Directors regarding the internal control and risk management system, in addition to the relative approval of the periodic financial reports and the management of risks from prejudicial events of which the Board has become aware.

In accordance with Article 3, recommendation 17 of the new Corporate Governance Code, for the purposes of exercising its obligations, the Control and Risk Committee shall be granted access to all necessary information and organizational functions.

The Board of Directors appointed on May 3, 2022 as members of the Control and Risks Committee the Non-Executive and Independent Directors Elena Leti, Giovanni Cavallaro and Laura Pascotto, the latter as Chair of the Committee.

On March 15, 2021 with a decision of the Board of Directors, the existing Committee was charged of further tasks focused on sustainability, appointing it Control and Risks and Sustainability Committee.

The appointed Auditing Firm for the statutory audit of the accounts is E&Y S.p.A., with legal offices in Rome, Via Po 32, authorised and regulated by the Ministry for the Economy and the Finance and enrolled in the Auditors Register under such Ministry.

Subsidiary companies

• Fast Freight Marconi S.p.A.: 100%
• TAG Bologna S.r.l.: 100%
• Bologna Welcome Srl: 10%
• Consorzio Energia Fiera District: 7,14%
• Urban V SpA: 5%
• CAF dell'Industria Spa: 0,07%