Board of statutory auditors

The Board of Statutory Auditors, composed of three standing auditors and three alternate auditors, carries out the functions of supervision and control.

The Board of Statutory Auditors, nominated at the Shareholders Meeting of 8 June 2020, will be in power until the Shareholder Meeting to approve results to 31 December 2022.

Nomination

The Board of Statutory Auditors is nominated by the Shareholders Meeting on the basis of slates presented by shareholders who, individually or together with others, represent at least 2.5% of company capital.

Minority shareholders can elect a standing auditor and an alternate auditor, but in the event that a single slate is presented – as happened in 2020 – all the standing and alternate auditors are drawn from this. The candidate slates cannot include people who are already standing auditors in five other companies or listed entities. Auditors can remain in power for three years and can be re-elected.

Composition and role

The Board of Statutory Auditors monitors the effectiveness of the control and risk management system. In conducting its functions, it interfaces with the Control, Risks and Sustainability Committee and with the manager responsible for Internal Audits through a constant exchange of information. In particular, it can ask the head of the Internal Audit function to carry out checks on specific operating domains or corporate transactions, informing the Chairman of the Board of Directors.

Francesco Mantegazza

CHAIRMAN AND STANDING AUDITOR

Maria-Maddalena Gnudi

STANDING AUDITOR

Gaetano Rebecchini

STANDING AUDITOR

Antonella Dellatorre

ALTERNATE AUDITOR

Luigi Macchiorlatti Vignat

ALTERNATE AUDITOR

Gianluca Marini

ALTERNATE AUDITOR

Participation in meetings of the Board of Statutory Auditors

The table indicates the participation of auditors in meetings of the Board of Statutory Auditors in 2020. The Board, appointed in June 2020 and currently in office, met six times in 2020; the Board with mandate until June 8, 2020 met six times.

First name and surname Position year of birth Date of
first appointment
In office since In office until List Independence
code
Attendance
of meetings
Number of position
in other listed companies
Francesco
Mantegazza
Chairman 1973 08.06.2020 08.06.2020 31.12.2022 Majority X 6/6
Maria-Maddalena
Gnudi
Statutory auditor 1979 08.06.2020 08.06.2020 31.12.2022 Majority X 6/6
Gaetano
Rebecchini
Statutory auditor 1987 08.06.2020 08.06.2020 31.12.2022 Majority X 6/6 1
Antonella
Dellatorre
Alternate auditor 1971 30.06.2014 08.06.2020 31.12.2022 Majority X
Luigi
Macchiorlatti Vignat
Alternate auditor 1963 24.04.2002 08.06.2020 31.12.2022 Majority X
Gianluca
Marini
Alternate auditor 1965 08.06.2020 08.06.2020 31.12.2022 Majority X

Notes

It should be remembered that on February 19 2020 the merger by incorporation took effect of CIR S.p.A. – Compagnie Industriali Riunite (the “Incorporated company”) into COFIDE – Gruppo De Benedetti S.p.A. (the “Incorporating company”), with the consequent extinction of the Incorporated company (“Merger”). As an effect of the merger, the incorporating company changed its name to “CIR S.p.A. – Compagnie Industriali Riunite”.

During the year 2020 there were no changes to the composition of the Board of Statutory Auditors appointed by the General Meeting of the Shareholders of the Company on June 8 2020. It should be noted that when the current Board of Statutory Auditors was appointed, only one list was presented. The quorum required for the presentation of lists: 2.5%. The date of first appointment of each statutory auditor means the date on which the auditor was appointed for the first time (ever) to the Board of Statutory Auditors of the Issuer.

The column “Attendance of meetings” shows the statutory auditors’ attendance of the meetings of the Board of Statutory Auditors (more specifically, it shows the number of meetings attended out of the total number of meetings that he or she could have attended).

The column “Number of positions in other listed Companies” indicates the number of positions of director or statutory auditor held by the person concerned in other companies listed on regulated markets, including foreign ones, in financial companies, banks, insurance companies or companies of a significant size. The number of positions of director or statutory auditor held by the person concerned as per the terms of Art. 148-bis TUF and the rules for implementation of the same contained in the Consob Rules for Issuers is published by Consob on its website in accordance with the terms of Art. 144-quinquiesdecies of the Consob Rules for Issuers.

The Board of Statutory Auditors was appointed by the General Meeting of the Shareholders of the Company on June 8 2020.