The Board of Directors leads the company, defining its strategy and guiding that of its subsidiaries, with a view to sustainable success and the creation of long-term value for the benefit of shareholders, while taking into account the interests of all other stakeholders relevant to the company.
Composition
The Board of Directors of CIR was appointed by the Shareholders’ Meeting of April 28, 2023 and is composed of nine members.
Five out of nine members qualify as independent directors, according to the criteria set forth by the Corporate Governance Code of Borsa Italiana and by current regulations.
The directors were elected on the basis of two lists:
- Eight members, including the Chairman, were drawn from the list submitted by the majority shareholder Fratelli De Benedetti S.p.A.;
- One member, Tommaso Nizzi, was drawn from the minority list submitted by Alessandro Nizzi and Beatrice Baroncelli.
The Board of Directors of CIR is composed predominantly of non-executive directors, who, by number, skills, and authority, are able to exert a concrete and qualified influence in the decision-making processes of the Board.
Five out of nine directors meet the independence requirements, thus representing the majority of the Board. This structure ensures an adequate balance in the composition of the body and effective oversight of corporate management.
In accordance with the Corporate Governance Code of Borsa Italiana, the Board has appointed Maria Serena Porcari as Lead Independent Director. This role serves as a point of reference for independent non-executive directors, coordinating their requests and being able to convene meetings dedicated to specific topics of interest, either independently or at the request of other directors.
Independent directors actively contribute to the company’s governance also through their participation in the Board committees, which carry out investigative, propositional, and advisory functions. In particular, the Board has established within itself the following Committees:
- Appointments and Remuneration Committee;
- Control, Risk and Sustainability Committee;
- Related-Party Transactions Committee.
The current composition of the Board reflects a significant level of gender diversity, with six women out of eleven members (i.e., more than fifty percent of the members), and includes female chairmanship of all Committees. At its meeting of July 31, 2023, the Board appointed lawyer Antonio Segni as Secretary of the Board of Directors.
IN-DEPTH
Board Self-Assessment
The Board of Directors, as established by the CIR Code, carries out an annual self-assessment of its functioning at the end of each financial year or, at the latest, in the first quarter of the following year.
The Board of Directors has entrusted the Appointments and Remuneration Committee (ARC) with the task of preparing the self-assessment activity.
The self-assessment process may take place in two ways:
- The “internal” method, which involves the distribution of a questionnaire to all directors and the internal processing of the results by the Secretary of the Board, under the supervision of the ARC, which validates the questionnaire, analyzes and interprets the results, and reports them back to the Board of Directors, possibly making improvement proposals;
- The “external” method, which provides for the appointment of a consultant by the ARC to carry out the activity, also in this case under the supervision of the ARC.
It is required that the “external” method be adopted at least once during the three-year term of the Board of Directors.
With reference to the self-assessment for the 2024 financial year:
- it was carried out using the “internal” method; the ARC validated the questionnaire before distributing it to all directors, maintaining substantial continuity with that of the previous year, and carried out the analysis and interpretation of the results and the summary for the Board of Directors;
- it covered, among others, the following areas: (i) size and composition of the Board of Directors; (ii) number, frequency, and scheduling of meetings; (iii) information flows to the Board of Directors; (iv) effectiveness of the decision-making process; (v) information provided by the CEO; (vi) information on relations with shareholders and the market; and (vii) composition and functioning of the Committees.
The results of the self-assessment, presented to the Board of Directors by the Chairman of the Appointments and Remuneration Committee on March 14, 2025, were summarized in very positive evaluations regarding the size, composition, and functioning of the Board itself and of its Committees (by way of example only, a total of 96% of responses indicated satisfaction). Of particular note is the full satisfaction of the Directors in relation to the information they receive, both with regard to the accessibility and timeliness of the pre-Board documentation, and to the quality, clarity, and completeness of such documentation, as well as of the presentations during meetings by management.
Role
As provided for in Art. 1, letter A) of the CIR Code (consistent with Principles I and II – Recommendation 1, Art. 1, of the Corporate Governance Code of Borsa Italiana), the Board of Directors guides the Company, defining its strategy and guiding, with full respect for the governance of each, that of its subsidiaries, with a view to sustainable success and thus the creation of long-term value for the benefit of shareholders, while taking into account the interests of all stakeholders relevant to the Company.
In order to implement the above, the Board of Directors is entrusted with:
- The annual review and approval of the Company’s strategic and industrial plans and the review of the consolidated strategic and industrial plans of its subsidiaries, including ESG objectives and plans, assessing the consistency of the plans with the Company’s objectives and identifying the relevant issues for medium- and long-term value generation (specifically, the Board of Directors analyzes for each subsidiary the context in which it operates, its strengths and weaknesses, sectoral and/or specific strategic challenges, strategic and operational guidelines aimed at creating value, including ESG objectives and plans, and the economic and financial plans);
- The quarterly monitoring of the performance of the Company and its subsidiaries, comparing the results achieved with those planned and verifying the implementation of industrial plans, in accordance with the “Procedure for the preparation and monitoring of the implementation of the strategic, industrial and financial plans of the group companies” adopted by the Board of Directors, and the biannual review of performance with regard to sustainability issues;
- The definition of the nature and level of risk compatible with the Company’s strategic objectives, taking into account, in terms of possible impacts, the main risks related to the activities of the subsidiaries, which in turn must define the nature and level of risk compatible with the specificity of their business, with a view to sustainable success in the medium-long term, in accordance with the Guidelines on the internal control and risk management system;
- The decision on Company transactions of significant strategic importance and the review of those of its subsidiaries, having previously defined the criteria by which a transaction of the Company or of a subsidiary is deemed of significant strategic importance.
