report on corporate governance and on the … · report on corporate governance and on the...
TRANSCRIPT
TREVI – Finanziaria Industriale S.p.A. Registered office: Via Larga, 201 - 47522 Cesena (FC)
Share capital: Euro 32,000,000 fully paid-up Registration no. 01547370401 of the Forlì – Cesena Chamber of Commerce Business
Register Forlì – Cesena Chamber of Commerce no. 201,271
Tax code and VAT no. 01547370401
REPORT ON CORPORATE GOVERNANCE AND ON THE COMPANY’S OWNERSHIP
STRUCTURE Pursuant to Article 123-bis of the Consolidated Finance Act
(traditional administration and control model)
Approved by the Board of Directors on 31 March 2010
- Issuer: TREVI – Finanziaria Industriale S.p.A.
- Website: www.trevifin.com - Financial year: 2009 – year-end 31 December 2009 - Date of approval of the Financial Statements: 31 March 2010
2
CONTENTS
GLOSSARY................................................................................................................................................................5
1. PROFILE OF THE ISSUER............................................................................................................................6
2. INFORMATION ON THE CORPORATE STRUCTURE ( ex Article 123 bis of the
Consolidated Finance Act) ............................................................................................................................... 7
a) Share capital......................................................................................................................... 7
b) Restrictions on transfer of shares ......................................................................................... 8
c) Significant shareholdings............................................................................................................ 8
d) Shares with special rights ..................................................................................................... 9
e) Employee shareholdings: mechanism for exercising voting rights .................................................9
f) Restrictions to voting rights.................................................................................................... 9
g) Shareholder agreements ........................................................................................... 10
h) Change of control clauses ............................................................................................ 10
i) Authority to increase the share capital and to acquire treasury shares......................................... 10
l) Activities of direction and coordination..................................................................................................11
3. COMPLIANCE .............................................................................................................................................................13
4. BOARD OF DIRECTORS......................................................................................................................13
4.1. APPOINTMENT AND REPLACEMENT OF DIRECTORS..........................................................13
4.2. COMPOSITION .......................................................................................................................................... 17
4.3. RESPONSIBILITIES OF THE BOARD OF DIRECTORS............................................................17
3
4.4. DELEGATED PERSONS ...................................................................................................................20
4.5. OTHER EXECUTIVE DIRECTORS.................................................................................................21
4.6. INDEPENDENT MANAGERS ..........................................................................................................22
4.7. LEAD INDEPENDENT DIRECTOR ................................................................................................22
5. USE OF CORPORATE INFORMATION..........................................................................................23
6. INTERNAL COMMITTEES WITHIN THE BOARD OF DIRECTOR S ..................................23
7. APPOINTMENTS COMMITTEE..................................................................................................23
8. REMUNERATION COMMITTEE...................................................................................................... 24
9. DIRECTORS REMUNERATRION..................................................................................................... 24
10. INTERNAL AUDIT COMMITTEE ....................... .....................................................................25
11. INTERNAL AUDIT SYSTEM......................................................................................................26
11.1. INFORMATION REGARDING THE RISK MANAGEMENT AND INTERNAL AUDIT
SYSTEM FOR THE FINANCIAL INFORMATION PROCESS (ex Article123 bis, paragraph 2, letter b)
of the Consolidated Finance Act) ............................................................................................................27
11.2. EXECUTIVE DIRECTOR IN CHARGE OF THE INTERNAL AUDIT SYSTEM.............. 31
11.3. HEAD OF INTERNAL AUDIT................................................................................................... 32
11.4. ORGANISATIONAL MODEL pursuant to Legislative Decree 231/2001....................................32
11.5. INDEPENDENT AUDITORS......................................................................................................34
11.6. MANAGER RESPONSIBLE FOR PREPARING THE COMPANY FINANCIAL
STATEMENTS ....................................................................................................................................34
12. DIRECTORS’ INTERESTS AND RELATED PARTY TRANSACT IONS .......................35
13. APPOINTMENT OF STATUTORY AUDITORS... . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4
14. STATUTORY AUDITORS ... . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
15. RELATIONS WITH SHAREHOLDERS......................................................................................39
16. SHAREHOLDERS’ MEETINGS ...................................................................................................41
17. OTHER CORPORATE GOVERNANCE PROCEDURES .......................................................44
18. CHANGES SINCE THE YEAR-END ACCOUNTING DATE ................................................................44
TABLES
Table 1: Information on corporate structure...............................................................................................46
Table 2: Composition of the Board of Directors and Committees..............................................................48
Table 3: Directorships or positions as standing Statutory Auditor held by each Director in other companies
Listed on organised markets, also foreign, in financial institutions, banks, insurance companies or companies
of a material size.........................................................................................................................................49
Table 4: Composition of the Board of Statutory Auditors.........................................................................50
5
GLOSSARY
Code/ Self-regulatory Code: the Self-regulatory Code for listed companies approved in March
2006 by the Committee for Corporate Governance and issued by Borsa Italiana S.p.A.
c.c.: The Italian Civil Code.
Board: The Board of Directors of the issuer.
Issuer: TREVI – Finanziaria Industriale S.p.A.
Financial year: the 2009 financial year.
Consob Listing Rules: The rules published by Consob with communication no. 11971
of 1999 (and as subsequently modified) for issuers.
Consob Market Rules: The rules published by Consob with communication no. 16191
of 2007 (and as subsequently modified) concerning markets.
Report: the Report of Corporate Governance and on the company’s ownership structure which
companies must prepare pursuant to Article 123-bis of the Consolidated Finance Act.
Consolidated Finance Act: the Legislative Decree of 24 February 1998, no. 58.
6
1. PROFILE OF THE ISSUER
TREVI – Finanziaria Industriale S.p.A. (henceforward also the “Company” or the “Parent
Company”) is the holding company for the industrial shareholdings of a Group (henceforward
“Gruppo Trevi” or “the Group”) that operates in the following two sectors:
• Foundation engineering services for civil works and infrastructure projects and oil drilling
services;
• Manufacture of equipment for special foundations and drill rigs for the extraction of
hydrocarbons and water exploration.
These business sectors are organised within the four main companies of the Group:
• Trevi S.p.A., which heads the sector of foundation engineering;
• Petreven C.A., active in the drilling sector providing oil drilling services;
• Soilmec S.p.A., which heads the relative Division and manufactures and markets plant and
equipment for foundation engineering;
• Drillmec S.p.A., which produces and sells drilling equipment for the extraction of
hydrocarbons and water exploration.
The Group is also active in the sector of renewable energy, mainly wind energy, through the
subsidiary Trevi Energy S.p.A.
TREVI – Finanziaria Industriale S.p.A is controlled by Trevi Holding A.P.S which, in turn, is 51%
controlled by I.F.I.T. S.r.l..
The Group was established in Cesena in 1957 and has more than 40 branches in over 80 countries
worldwide. It has been listed on the Italian stock market since 15 July 1999 and has always
endeavoured to have a wide-ranging and uniform code of conduct governing its organisational
structure and its relations with stakeholders in order to guarantee maximum transparency on the
Company management, also through the constant updating of the information available on its
website (www.trevifin.com).
It has also adopted the general principles of the Self-regulatory Code of Conduct (issued by the
Committee for Corporate Governance – Borsa Italiana S.p.A. in March 2006 to replace that issued
in 1999 and updated in 2002) as a means of improving its internal corporate governance rules and
7
internal organisation and to focus management on value creation for shareholders with a consequent
positive impact also on other stakeholders (clients, creditors, suppliers, employees, external
communities and environments in general).
The organisational structure of TREVI – Finanziaria Industriale S.p.A. conforms to the traditional
model where management is entrusted exclusively to a Board of Directors, the central governing
body of the Company, the supervisory responsibilities are given to the Board of Statutory Auditors
and those regarding accounting controls to the independent auditors appointed by the Shareholders’
Meeting.
The Board of Directors considered it of fundamental importance to define clearly the guiding
principles and values of TREVI – Finanziaria Industriale S.p.A., affecting the Company both
internally and externally, by drawing up a Code of Ethics approved on 13 November 2006.
This Code describes the ethical principles and duties for the conduct of business and corporate
activities adopted by the employees of TREVI – Finanziaria Industriale S.p.A. and the companies it
controls, both directly and indirectly, on acceptance of employment, whether they are directors or
employees.
2. INFORMATION ON THE CORPORATE STRUCTURE (ex Article 123-bis,
paragraph 1, of the Consolidated Finance Act) of (31/12/2009)
a) Share capital (ex Article 123-bis, paragraph 1, letter a) of the Consolidated Finance Act)
At 31 December 2009, the share capital of TREVI – Finanziaria Industriale S.p.A. was Euro
32,000,000 fully paid-up and was composed of 64,000,000 ordinary shares each of nominal value
Euro 0.50.
On 23 November 2006, the Board of Directors deliberated a share capital increase of Euro
3,097,345 made up of 6,194,690 ordinary shares each of nominal value of Euro 0.50 to meet the
conversion rights of the convertible bond, the Indirect Convertible Bond Loan.
8
Therefore, at 31 December 2009, the authorized share capital was Euro 35,097,345 made up of
70,194,690 shares each of nominal value Euro 0.50.
b) Restriction on transfer of shares (ex Article 123-bis, paragraph 1, letter b) of the
Consolidated Finance Act)
At 31 December 2009 and at the date the present Report was compiled, there were no restrictions on
the transfer of shares of TREVI – Finanziaria Industriale S.p.A..
c) Significant shareholdings (ex Article 123-bis, paragraph 1, letter c), of the Consolidated
Finance Act)
The Company is controlled by TREVI Holding Aps, which holds 53.125% of the share capital.
At 31 December 2009 (from data available from CONSOB), entities other than the majority
shareholder that had more than 2% of the share capital were JP Morgan Asset Management (UK)
Limited (2.027%) and Oppenheimer Funds Inc. (USA) with 2.013%.
At 31 December 2009, the Company held none of its own shares as those it had held were divested
during the 2009 financial year.
Shareholdings of Directors and Statutory Auditors are detailed in the Explanatory Notes to the
Financial Statements at 31 December 2009; at 31 December 2009, the Chairman and Managing
Director, Davide Trevisani, held 1.892% directly of the share capital of the Company.
Significant shareholdings
Entity/person % of ordinary
share capital
% of share
capital with
voting rights
9
TREVI Holding Aps - Denmark 53.125% 53.125%
JP Morgan Asset Management (UK) Limited 2.027% 2.027%
Oppenheimer Funds Inc. (USA) 2.01% 2.01%
Davide Trevisani 1.892% 1.892%
d) Shares with special rights (ex Article 123-bis, paragraph 1, letter d) of the Consolidated
Finance Act)
At 31 December 2009 and at the date the present Report was compiled, there were no shares that
gave special rights of control or special powers.
e) Employee shareholdings: mechanism for exercising voting rights (ex Article 123-bis,
paragraph 1, letter e) of the Consolidated Finance Act)
At 31 December 2009 and at the date the present Report was compiled, there was no employee
share scheme.
f) Restrictions to voting rights (ex Article 123-bis, paragraph 1, letter f) of the Consolidated
Finance Act)
At 31 December 2009 and at the date the present Report was compiled, there were no restrictions on
voting rights or procedures whereby, with the collaboration of the Issuer, the financial rights of the
shares could be separated from ownership of the shares.
g) Shareholder agreements (ex Article 123-bis, paragraph 1, letter g) of the Consolidated
Finance Act)
10
At 31 December 2009 and at the date the present Report was compiled, the Issuer was not aware
of the existence of any shareholder agreements pursuant to Article 122 of the Consolidated
Finance Act.
h) Change of control clauses (ex Article 123-bis, paragraph 1, letter h) of the Consolidated Finance Act)
At 31 December 2009 and at the date the present Report was compiled, TREVI – Finanziaria
Industriale S.p.A. and its subsidiaries had not stipulated any agreements that become effective or
expire should there be a change of control in the contracting Company. As is normal practice, the
main committed financing agreements contain an obligation to give prior warning to the financing
entity of any change in the controlling shareholder.
i) Authority to increase the share capital and to acquire treasury shares (ex Article 123-bis, paragraph 1, letter m) of the Consolidated Finance Act)
Following the decision taken by the Board of Directors on 23 November 2006, in accordance with
the deliberations of the Extraordinary Shareholders’ Meeting of 13 September 2006, a share capital
increase of Euro 3,097,345, made up of 6,194,690 ordinary shares each of nominal value of Euro
0.50 to meet the conversion rights of the convertible bond, the Indirect Convertible Bond Loan, was
authorised.
Therefore, at 31 December 2009, the authorized share capital was Euro 35,097,345 made up of
70,194,690 shares each of nominal value Euro 0.50.
The Shareholders’ Meeting of 30 April 2009 authorised, subsequent to the previous deliberations
of prior Annual General Meetings of Shareholders, a buy-back and divestment plan of treasury
shares, pursuant to Articles 2357 and following of the Italian Civil Code and Legislative Decree 24
February 1998, no. 58, for a period of twelve months, until 30 April 2010, with the following
restrictions:
1) The number of shares authorised by the buy-back was a maximum of 2,000,000 (two
million) each of nominal value Euro 0.50, equivalent to 3.125% of the share capital which is
composed of 64,000,000 (sixty-four million) ordinary shares.
2) The authority for the buy-back expires on 30 April 2010.
11
3) The maximum price payable for the shares is Euro 20.00 per share; there was no fixed
minimum number of shares to be bought;
4) Treasury shares held but not used:
• in exchange for minority investments in directly or indirectly controlled companies;
• to acquire long-term, stable shareholdings in third-party companies;
• to carry out specialist activities.
may be sold on the market at a unit price that is no lower than the average price of the shares
in the market in the last ten trading days preceding the sale date less 10%.
5) The purchase or disposal of own shares, governed by Article 132 of the Consolidated
Finance Act, may be done:
a) through a public purchase offer or public exchange offer;
b) on organised markets according to the operating criteria of these organised and
regulated markets, which do not permit the direct matching of purchase agreements
with pre-determined sales transactions.
Before any transactions to purchase shares as under paragraph b) above, all the details of the buy-
back programme approved by the Shareholders’ Meeting will be made public, including the reasons
for the buy-back, the total maximum amount to be paid, the maximum quantity of shares that may
be purchased and duration of the authorised period of the buy-back; at the expiry of this period, the
Company will make public information regarding the outcome of the buy-back and give a summary
of the transactions involved.
At 31 December 2009 and at the date the present Report was compiled, the Company held none of
its own shares as those that it had held were sold during the 2009 financial year.
l) Activities of direction and coordination (ex. Article 2497 and following of the Italian Civil
Code)
In accordance with Article 93 of the Consolidation Act, it is declared that, at 31 December 2009
and at the date the current Report was compiled, TREVI – Finanziaria Industriale SpA was directly
controlled by the Danish company TREVI Holding Aps, a company controlled by I.F.I.T. S.r.l.
12
(with registered offices in Cesena).
With regard to Company data pursuant to Article 2497 of the Italian Civil Code, direction and
coordination exercised by controlling companies, it is stated that at 31 December 2009 and at the
date the current Report was compiled, no declaration had been made regarding direction and
coordination exercised by controlling companies, as the Board of Directors of TREVI – Finanziaria
Industriale S.p.A. maintains that, while the corporate strategies and policies of Gruppo Trevi are
indirectly controlled by IFIT S.r.l., the Company is both operationally and financially completely
independent of the controlling company and has not carried out, either in 2009 or in any prior
financial periods, any corporate transaction in the interests of the controlling company.
The Company, at the date the current Report was compiled, is the Parent Company of Gruppo
Trevi (and as such compiles the Consolidated Financial Statements of the Group), and exercises, in
accordance with Article 2497 of the Italian Civil Code, direction and coordination of the activities
of the companies it directly controls:
− TREVI S.p.A.: 99.78% directly held;
− SOILMEC S.p.A.: 97.00% directly held;
− DRILLMEC S.p.A.: 98.25% directly held;
− R.C.T. S.r.l.: 99.78% indirectly held (100% held by TREVI S.p.A.);
− TREVI ENERGY S.p.A.: sole shareholder with 100%.
− PETREVEN S.p.A.: 78.38% directly held.
It is also stated that:
− The information required under Article 123-bis, paragraph 1, letter i) (“agreements between
the Company and directors … that provide for guarantees in case of resignations or unfair
dismissal or if the work relationship ceases as a consequence of a public purchase offer”) is
given in the section of this Report on the remuneration of the Directors (section 9);
- The information required under Article 123-bis, paragraph 1, letter l) (“regulations
regarding the appointment and replacement of Directors… and changes to the Company
articles of association, if different to those in applicable law and regulations that are also
applicable”) is given in the section of this Report on the Board of Directors (section 4).
13
3. COMPLIANCE ( ex Article 123-bis, paragraph 2, letter a) of the
Consolidated Finance Act)
TREVI – Finanziaria Industriale S.p.A. adheres to the Self-regulatory Code for listed companies
issued by Borsa Italiana S.p.A. and available on the website of Borsa Italiana S.p.A.
(www.borsaitaliana.it).
Neither TREVI – Finanziaria Industriale S.p.A. nor its major subsidiaries are subject to laws that
could affect the corporate governance structure of the Company other than Italian laws.
4. BOARD OF DIRECTORS
4.1. APPOINTMENT AND REPLACEMENT ( ex Article 123-bis, paragraph 1, letter l) of the
Consolidated Finance Act)
Under the provisions of Decree 262/05 (known as the “Legge Risparmio”) and of the related
Legislative Decree 303/06 (known as the Decreto Correttivo), the Company articles of association
of TREVI – Finanziaria Industriale S.p.A., under Article 26, provide for the appointment and
replacement of the Board of Directors using the procedure of voting for lists.
The appointment of the Directors falls to the Ordinary Shareholders’ Meeting, which also
determines the number of members.
Taking up the appointment of Director is subject to possession of the requisite qualifications
demanded by law and by enacted regulations.
The Directors are appointed for three financial years or for a lesser amount of time as decided by
the Shareholders’ Meeting and may be re-elected. Their appointment ceases on the date of the
Shareholders’ Meeting called to approve the Financial Statements for the last financial period of
their appointment.
If at the end of their term of office, the Shareholders’ Meeting has not made the new appointments,
the Directors will remain in office with full powers until the new Board of Directors has been
14
appointed.
If during the financial year one of the Directors is no longer able to fulfil his appointment, the
others will arrange to replace him in the way described below with the approval of the Board of
Statutory Auditors as long as the majority of the remaining Directors have still been appointed by
the Shareholders’ Meeting. Directors appointed in this way will remain in office until the next
Shareholders’ Meeting.
If the Directors appointed by the Shareholders’ Meeting are no longer the majority of the Directors,
those still in office must call a Shareholders’ Meeting to replace the missing Directors.
Directors appointed in this way will remain in office for the same period as those Directors already
in office when they were appointed.
Should all the Directors fail to be able to fulfil their appointments , the Board of Statutory Auditors
must immediately call a Shareholders’ Meeting and, in the meantime, take responsibility for the
ordinary administration of the Company.
The election of the members of the Board of Directors is made by lists presented by Shareholders
who, at the time of presenting the lists, have the right to vote on the proposals in Shareholders’
Meetings. The names on each list must be numbered sequentially.
Each list, at the risk of being declared invalid, must include at least two candidates possessing the
necessary requirements of independence under enacted law and regulations, clearly indicated and
with one of them placed at the head of the list.
The lists must be deposited in accordance with the terms indicated in the announcement for the
Shareholders’ Meeting at the registered offices of the Company and be available to anyone at least
fifteen days before the day fixed for the first convocation of the Shareholders’ Meeting, save for
different terms that must be obeyed as provided by law and by enacted regulations.
Each shareholder, shareholders that are part of a significant shareholder agreement pursuant to
Article 122 of Legislative Decree of 24 February 1998 no. 58, the controlling shareholder, the
subsidiaries and those companies subject to common control pursuant to Article 93 of Legislative
Decree of 24 February 1998 no. 58, may not present or combine to present, neither through a third
party nor a trust company, more than one list nor can they vote, neither through a third party nor a
trust company, for any list that is not the list they presented or combined with others to present, and
15
each candidate may appear on only one list, at the risk of being declared invalid. Assent or votes
given in violation of this prohibition will not be attributed to any list.
Those who may legitimately present lists are shareholders who, either individually or with other
shareholders, own the percentage of shares (currently 2.5%) required under law and enacted
regulations which, from time to time, will be communicated in the announcement for the
Shareholders’ Meeting.
Each list must be accompanied, within the aforementioned time, by (i) appropriate certification
released by an intermediary recognised under the law attesting the ownership of the number of
shares necessary to present a list, (ii) the statements in which each candidate agrees to be a
candidate and declares, on their own responsibility, that there is nothing that makes them ineligible
or incompatible and that they meet the necessary requirements for accepting their respective
appointments (iii) a curriculum vitae for each candidate giving his/her personal and professional
qualifications, including the requirements to be considered independent, as well as (iv) any other
information required by the provisions of law and regulations, to be included in the announcement
of the convocation of the Shareholders’ Meeting.
Any lists presented that do not meet the above requirements will be considered not to have been
presented.
All those entitled to vote may only vote for one list.
The Board of Directors is elected as follows:
a) all the Directors to be elected except one will be from the list that obtains the largest
number of votes from shareholders (the “Majority List”) in the same order as they appear on
that list; should an equal number of votes be cast by the shareholders for different lists, the
Shareholders’ Meeting will be asked to vote again and the Majority List will be that which
receives the highest number of votes;
b) the remaining Director will be appointed from the list (henceforth the “First Minority List”
that received most votes after the Majority List;
c) when the number of Directors to be appointed exceeds the number of Directors on the
Majority List and the First Minority List, the remaining Directors will be appointed from the
list that received the most votes after the Majority List and the First Minority List (the
16
“Second Minority List”) and so on.
If an equal number of votes have been cast for the Minority Lists, the candidates appointed will be
taken from the list presented by the Shareholders representing the highest number of shares or,
failing that, from the list presented by the largest number of shareholders.
When only one list is presented, the Shareholders may approve it with a legal majority without
observing the procedures described above.
If in the course of the financial year one or more Directors leave office, as long as the majority are
still Directors appointed by the Shareholders’ Meeting, pursuant to Article 2386 of the Italian Civil
Code the following will occur:
i) the Board of Directors will appoint replacements from the candidates on the same list from
which the Director who has left office was appointed, starting from the first person not already
elected; if the substitute needs to meet the requisites of independence, the first independent
candidate not already elected on the same list will be appointed;
ii) if the Directors leaving office belonged to a Minority List and there are no candidates left on
the same list not already elected, the Board of Directors will replace the Directors leaving
office with candidates from another Minority List which had received votes or, failing that,
without the procedures described in paragraphs i) and ii).
Where it is decided that the number of Directors should be less than the maximum number
established in Article 25 of the Company articles of association, the Shareholders’ Meeting may,
during the period the Board of Directors are in office, increase their number up to the maximum
number. To appoint these additional Directors and to appoint replacement Directors under Article
2386 of the Italian Civil Code, the Shareholders’ Meeting adopts a legal majority without using the
list system as long as it ensures that the Board of Directors includes two members that meet the
necessary requirements of independence in accordance with the provisions of the law and of
enacted regulations.
In accordance with Article 123 bis, paragraph 1, letter l) of the Consolidated Finance Act, it is
declared that the rules for the appointment and replacement of Directors and to the changes to the
articles of association do not differ from the laws and regulations that are also applicable.
17
4.2. COMPOSITION (ex Article 123-bis, paragraph 2, letter d) of the Consolidated Finance
Act)
Under the Company articles of association the Board of Directors must be composed of a minimum
of three and a maximum of eleven members.
The Board of Directors of TREVI – Finanziaria Industriale S.p.A. currently in office was appointed
by the Shareholders’ Meeting of 7 May 2007 for the 2007, 2008 and 2009 financial years and its
appointment expires with the approval of the Financial Statements to 31 December 2009.
During the aforementioned Shareholders’ Meeting, only one list was presented and this was from
the controlling shareholder; from this list were elected, with 89.94% of the share capital represented
in favour, all the Directors. The curricula vitae, the declarations of acceptance of the appointment,
as well as the declarations of the inexistence of conflicts of interest with the Company, have been
deposited at the registered offices of the Company.
The Board is currently composed of nine members of which four are executive Directors and five
are non-executive and independent Directors. In line with best practice for corporate governance,
the majority of Directors are non-executive and independent.
Details of the composition and characteristics of the Board of Directors are given in Tables 2 and 3
in the appendix.
4.3. ROLE OF THE BOARD OF DIRECTORS (ex Article 123-bis,
paragraph 2, letter d) of the Consolidated Finance Act)
The rules governing the corporate bodies emphasises the centrality of the Board of Directors as the
management body and specifies its relations with other corporate bodies. Article 23 of the Company
articles of association invests the Board of Directors with the widest powers for the ordinary and
extraordinary management of the Company except for those, which pursuant to law, are reserved
for the Shareholders’ Meeting.
Meetings of the Board of Directors are called by the Chairman or, in his absence or incapacity, by
the delegated Directors or, if a written request, with a summary of the subjects to be discussed, is
made by at least one Director or one Statutory Auditor and is sent to the Directors and Statutory
18
Auditors at least three days before the meeting. Meetings of the Board of Directors may be held by
videoconference of telephone conference. Directors and Statutory Auditors must be given timely
notification of the subjects to be discussed. The Board of Directors meets regularly, at least once
every two months, and its main responsibilities are to decide the strategic objectives of all the
operating companies and to ensure that these are met. The Board of Directors must:
• decide on the corporate structure of the Group and the establishment and/or closure of
operating companies;
• examine and approve the strategic annual and quarterly industrial and financial plans of
Group companies and compare the results achieved with the objectives set;
• give and revoke powers to the Managing Directors, establishing limits and how they should
be used (they will report, at the first Board meeting on the business activities in the financial
year, on the powers received and on those they have delegated);
• examine and approve any significant economic, equity or financial transaction; the Board of
Directors will deliberate, with the approval of the Board of Statutory Auditors, on related
party transactions; in cases under Article 2391 of the Italian Civil Code “Directors’
interests”, the Board of Directors will make decisions and interested Directors will abstain;
• deliberate the acquisition of companies and property;
• appoint the Directors of directly controlled companies;
• decide the employment of management in the Parent Company and subsidiaries, as well
their remuneration and incentive schemes;
• govern the behaviour of subsidiaries regarding the main intergroup activities;
• supervise the regular conduct of business, giving particular attention to conflicts of interest,
and taking particular account of the information received from the Managing Directors and
the general management of the operating companies and report on them to the shareholders
at the Shareholders’ Meetings;
• assess the adequacy of the general organisational, administrative and accounting systems of
the subsidiaries of strategic relevance set up by the Managing Directors.
With regard to Applicable Criteria 1.C.1, letter d of the Self-regulatory Code, the Shareholders’
Meeting of 7 May 2007 approved total remuneration for the Board of Directors of Euro 575,000,
Euro 150,000 to be allocated to the Chairman of the Board of Directors and Managing Director,
Euro 135,000 to the Vice Chairman of the Board of Directors and Managing Director, Euro 110,000
19
to the Managing Director Cesare Trevisani and Euro 30,000 to each of the six other Board
Directors.
At the meetings held in the 2009 financial year, the Board of Directors, pursuant to Applicable
Criteria 1.C.1, letter e of the Self-regulatory Code, regularly assessed the general business operating
performance, taking special account of information received from company officers, and
periodically compared the results achieved with the objectives set.
In accordance with Applicable Criteria 1.C.1, letter f of the Self-regulatory Code, the Board of
Directors is responsible for prior examination and approval of transactions, also with related parties,
of the Company and its subsidiaries when these operations are of significant strategic economic,
equity and financial importance. The Board has drawn up general criteria to identify related party
transactions of significant strategic economic, equity and financial importance to the Company.
Regarding significant related party transactions, the Company has substantially adhered to the
provisions of Consob deliberation no. 17221 of 12 March 2010.
In accordance with Applicable Criteria 1.C.4 of the Self-regulatory Code, it should be noted that the
Shareholders’ Meeting of TREVI – Finanziaria Industriale S.p.A. has given no general or prior
authorisation to waive the non-competition clause pursuant to Article 2390 of the Italian Civil
Code.
In accordance with the Company articles of association, during the 2009 financial year, five
meetings of the Board of Directors were held which lasted an average of two and a half hours with a
limited absence of Board Directors and Statutory Auditors for fully justified reasons.
It should be noted that documentation was circulated by the Secretary to the Board of Directors, as
requested by the Chairman, to all Directors in electronic format prior to each meeting in order to
ensure a full and correct assessment of the matters to be put to the Board.
Furthermore, Managing Directors of subsidiaries and/ or managers of the Company or subsidiaries
may be asked to attend Board meetings in order to give more detailed information on the matters
under discussion.
In accordance with the relevant stock market rules, the Board of Directors has approved and
subsequently notified Borsa Italiana S.p.A., a timetable of the Board meetings for the 2010 financial
year to approve the preliminary first-half Financial Statements and the quarterly operating results as
follows:
20
• Wednesday 31 March 2010
Meeting of the Board of Directors to examine the Preliminary Financial Statements and
Preliminary Consolidated Financial Statements at 31 December 2009.
• Thursday 13 May 2010
Meeting of the Board of Directors to examine the 2010 first quarter Financial Statements.
• Friday 27 August 2010
Meeting of the Board of Directors to examine the first-half Financial Statements to 30 June
2010.
• Friday 12 November 2010
Meeting of the Board of Directors to examine the 2010 third quarter Financial Statements.
The market will be given timely notification of any changes to the above corporate calendar.
In addition to the meetings listed above, the Board of Directors has scheduled two further meetings,
one of which has already been held in February 2010, which was to review and approve the Group
budget for the 2010 financial year.
4.4. DELEGATED PERSONS
MANAGING DIRECTORS
At the meeting of 14 May 2007, the Board of Directors appointed three Managing Directors:
Davide Trevisani, Gianluigi Trevisani and Cesare Trevisani. At the meeting of 28 March 2008, the
Board of Directors appointed a fourth Managing Director, Stefano Trevisani.
The four Managing Directors, one of which is the Chairman, are vested with the widest powers for
the ordinary management of the Company; the appointment of the Chairman is due to the activity of
the Company, which is a holding company for industrial investments and primarily makes guiding
decisions regarding the subsidiaries and provides services mainly to the companies of the Group.
CHAIRMAN
21
The Chairman coordinates the activities of the Board of Directors. He convenes and coordinates
Board meetings, ensuring that the Directors are given sufficiently in advance, except in
emergencies, the documentation and information enabling the Board to express knowledgeable
opinions on the matters to be discussed.
The Chairman of the Board of Directors collaborates with the Vice Chairman and the Managing
Directors to identify the Company strategies to be presented to the Board of Directors. Given that
the Chairman has a material role in the operating of the Company and is the person who indirectly
controls the Company, in accordance with the provisions of the Self-regulatory Code, the Board of
Directors has appointed an independent and non-executive Director, Mr Enrico Bocchini, as Lead
Independent Director, who is the point of reference and coordination of motions and representations
from independent and non-executive Directors.
INFORMATION PROVIDED TO THE BOARD OF DIRECTORS
The Managing Directors continually report, and at least every quarter as required by the Company
articles of association, to the Board of Directors on the main activities of the financial year that are
form part of their responsibilities.
4.5. OTHER EXECUTIVE DIRECTORS
In addition to the four Managing Directors, the other five independent Directors are non-executive
Directors.
4.6. INDEPENDENT DIRECTORS
Following its appointment on 7 May 2007, the Board of Directors appointed nine Directors of
which five are independent and non-executive Directors; in accordance with Applicable Criteria
3.C.4 of the Self-regulatory Code, the Board of Directors verified the existence of the necessary
requisites of independence of each of the non-executive Directors applying all the criteria provided
under the Code.
22
The Board of Statutory Auditors verified the correct application of these criteria and the validation
processes used by the Board of Directors to assess the independence of its own members.
Other positions held in companies listed on organised markets by the independent Directors are as
follows:
Pio Teodorani Fabbri:
• Vice Chairman of EXOR S.p.A.; independent director of Allianz S.p.A..
Among positions held in unlisted companies, he is a member of the Steering Committee of
Assonime.
Guglielmo Antonio Claudio Moscato:
• Non-executive Director of Gas Plus S.p.A. of which he is a member of the E&P Strategic
Committee.
Ding the financial year, the independent Directors met twice without the presence of the other
Directors.
4.7. LEAD INDEPENDENT DIRECTOR
Given that the Chairman has a material role in the operating of the Company and is the person who
indirectly controls the Company, in accordance with the provisions of the Self-regulatory Code
(Applicable Criteria 2.C.3), the Board of Directors has appointed an independent and non-executive
Director, Mr Enrico Bocchini, the Lead Independent Director as a point of reference and
coordination of motions and representations from independent and non-executive Directors.
In the 2009 financial year, the Lead Independent Director called two meetings of the independent
directors, attended by all five independent Directors with minutes taken.
5. USE OF CORPORATE INFORMATION
23
Following the deliberations of the Board of Directors on 16 February 2009, the Company updated
the existing “Internal rules governing management and use of confidential information and
external communication of documents and information” .
The rules, in accordance with the provisions of the Self-regulatory Code, state that the management
of confidential information regarding the Company is the responsibility of the Chairman of the
Board of Directors of TREVI – Finanziaria Industriale S.p.A.
All relations with the press and other media, including financial analysts and institutional investors,
for the communication of corporate documents or information must be authorised by the Chairman
of the Board of Directors and by the manager responsible for preparing the Company Financial
Statements and must be only be released through the Head of Investor Relations of the Company.
6. INTERNAL COMMITTEES WITHIN THE BOARD OF DIRECTOR S (ex
Article 123-bis, paragraph 2, letter d) of the Consolidated Finance Act)
The Company has set up a Remuneration Committee and an Internal Audit Committee.
No internal committees have been set up within the Board of Directors that carry out the functions
of two or more committees under the Self-regulatory Code nor have committees been set up with
proposal and advisory functions that differ from those in the Self-regulatory Code.
7. APPOINTMENTS COMMITTEE
An Appointments Committee, as recommended by the Self-regulatory Code, has not been set up.
Nominations are put forward by shareholders, in particular by the controlling shareholders,
following a prior selection of candidates.
8. REMUNERATION COMMITTEE
The Company has set up a Remuneration Committee for the remuneration of Directors that is made
up of three non-executive and independent Directors. At the meeting of 14 May 2007, the Board of
Directors appointed the following non-executive and independent Directors to this committee: Mr
24
Enrico Bocchini (Chairman), Mr Franco Mosconi and Mr Riccardo Pinza (members). The
committee did not meet in the 2009 financial year.
In accordance with Applicable Criteria 7.C.3 of the Self-regulatory Code, the committee is
responsible for:
• making proposals to the Board of Directors regarding the remuneration of the Managing
Directors and those in other specific roles and, on the indications of the Managing Directors,
formulating the criteria for the remuneration of the top managers of the Company, and
monitoring the implementation of the relevant decisions taken by the Board of Directors;
• making proposals for any eventual incentive schemes for managers, employees and
collaborators;
• making proposals and overseeing that the information given shareholders and the market
meets the necessary transparency for deciding how and what will be the remuneration of
corporate managers, pursuant to the enacted regulations regarding corporate information and
anyway in accordance with best practice in financial markets;
• giving opinions on matters that, from time to time, are requested by the Board of Directors
regarding remuneration or inherent or connected matters.
9. DIRECTORS’ REMUNERATION
The remuneration of the Directors, particularly that of the four executive Directors belonging to the
Trevisani family, are not linked to the corporate results or the attainment of specific objectives.
The annual remuneration of the Board of Directors was set by the Shareholders’ Meeting of 7 May
2007 and is as follows: Euro 575,000 in total, of which Euro 150,000 to be paid to the Chairman of
the Board of Directors and Managing Director, Euro 135,000 to the Vice Chairman of the Board of
Directors and Managing Director, Euro 110,000 to the Managing Director Cesare Trevisani and
Euro 30,000 to each of the six other Board Directors.
At present there are no equity based incentive schemes for Managing Directors, Directors or
managers of the Company.
25
No agreements exist between the Directors and the Company giving guarantees on resignation,
removal or unfair dismissal or should the work relationship cease as the result of a public purchase
offer for the Company.
The remuneration received by each member of the Board of Directors is shown in the Explanatory
Notes to the Financial Statements.
10. INTERNAL AUDIT COMMITTEE
The Company has set up an Internal Audit Committee composed of three non-executive and
independent members. At the meeting of 14 May 2007, the Board of Directors appointed as
members of the committee the non-executive and independent Directors Mr Enrico Bocchini
(Chairman), Mr Franco Mosconi and Mr Riccardo Pinza (members).
All three members of the committee have financial and accounting experience.
The Committee reported on a six-monthly basis to the Board of Directors and held three meetings
during the financial year. All members of the Committee were present at these meetings, as was the
Chairman of the Board of Statutory Auditors. In addition to the Committee meetings, the Chairman
of the Internal Audit Committee met several times with the Managing Directors, the executive
Directors appointed to supervise the internal audit system, the managers of the Company, the
manager responsible for preparing the Company Financial Statements and the independent auditors.
The meetings of the Committee lasted on average two hours; in the 2010 financial year, given that
the appointment of the Board of Directors expires, the Committee scheduled three meetings which
have already been held.
The Committee has a support function for the Board of Directors regarding supervision of the
general operating performance of the Company and operates in accordance with Articles 8.C.1 and
8.C.3 of the Self-regulatory Code for listed companies.
A list is given below of the main duties of the Committee in the aforementioned meetings at which
were present either separately and/ or all of the following: the manager responsible for preparing the
Company Financial Statements, the members of the Board of Statutory Auditors, the Managing
26
Directors and, in particular the executive Director responsible for supervising the functioning of the
Internal Audit Committee, as well as partners and managers of the independent auditors:
a) to assess continually the adequacy of the internal audit system giving advice regarding the
set-up and management of the system: the Committee reported on a six-monthly basis to the
Board of Directors on its findings regarding the efficacy of the internal audit system with
proposals for improvements/modifications/inclusions;
b) to review different types of documentation (plans, reports, analyses, etc.) prepared by the
internal audit in order to improve their intelligibility and communicability;
c) to express specific opinions, as requested, on different types of corporate risk;
d) to assess, with the manager responsible for preparing the Company Financial Statements, the
Board of Statutory Auditors and the independent auditors, the uniformity and correct
application of the accounting standards;
e) to assess, with the manager responsible for preparing the Company Financial Statements, the
work schedule of the independent auditors and verify its implementation.
To carry out its responsibilities, the Committee has had access to the necessary information from
the various corporate functions and through the assistance of the Head of Internal Audit.
11. INTERNAL AUDIT SYSTEM
The internal audit system of the Company and all the rules, procedures and organisational structures
were set up to ensure, through an adequate process of identification, measurement, management and
monitoring of the main risks, the healthy and correct running of the Company, coherent with the
pre-established objectives.
The internal audit system contributes to guaranteeing the:
• safeguarding of the company assets;
• efficient and efficacious corporate operations;
• reliability of the financial data;
• adherence to enacted laws and rules;
• conformity of single company activities to the directives issued by the top management.
27
The Board of Directors, assisted by the Internal Audit Committee, in accordance with the
recommendations of the Self-regulatory Code, has the following remit:
• define the guidelines of the internal audit system;
• assess annually the adequacy, efficiency and effective functioning of the internal audit
system.
At the meeting of 31 March 2010, the Board of Directors assisted by the Internal Audit Committee
assessed and gave a positive opinion on the efficacy, and effective functioning of the internal audit
system. The assessment covered the major corporate risks, the corporate entities responsible for
managing and monitoring each type of risk and their structures.
Sections 11.1 and 11.2 give a detailed assessment of the adequacy, operation and features of the
internal audit system.
11.1 INFORMATION REGARDING THE RISK MANAGEMENT AND INTERNAL
AUDIT SYSTEM FOR THE FINANCIAL INFORMATION PROCESS (ex Article 123 bis,
paragraph 2, letter b) of the Consolidated Finance Act)
1. Premise
The risk management system is not considered separate from the internal audit system for the
financial information process as both are integral parts of the same system.
The aim of the system is to guarantee the reliability, accuracy and timeliness of financial
information.
To comply with paragraph 3 of Article 154 bis of the Consolidated Finance Act, the Company has
set up adequate administrative and accounting procedures to prepare the Financial Statements and
the Consolidated Financial Statements and for all other financial communications.
2. Description of the main features of the risk management and internal audit system for the
financial information process
28
a. The phases of the risk management and internal audit system relating to the financial
information process
The organisational model identifies those risks that could compromise the efficacy and efficiency of
the processes, the reliability of economic and financial information, observance of the law and
regulations and, subsequently, the identification of control measures taken to minimize such risks.
The risk categories relating to economic and financial information that have been identified by the
Company are as follows:
• the existence or occurrence of events: the assets, liabilities and ownership deeds existing at a
given date. That transactions registered represent events that really occurred in a given
period;
• Completeness: that all transactions and other events and circumstances that have occurred in
a given period or that should have been disclosed in that period have been registered once
and only once;
• Valuation/Disclosure: that assets, liabilities, revenues and costs are accounted correctly and
in accordance with the appropriate and pertinent accounting standards. That the transactions
are mathematically correct, correctly summarised, entered in the books and documented;
• Rights and Obligations: that the assets entered in the statement of financial position derive
from a right that has been acquired; all existing obligations must be entered in liabilities in
the statement of financial position;
• Presentation and Information: that the information given in the Financial Statements is
correctly described and classified. There must be an internal coherence to the Financial
Statements and all its components.
The Company has formalised certain control functions so as to reduce the aforementioned risks
occurring in the relevant processes. The relevant processes are those areas in which transactions
having an accounting relevance are made and which form a significant part of the financial
statements; the definition of these areas and processes is reviewed annually. The relevant processes
that have been identified are as follows:
• Asset cycle;
• Liability cycle;
29
• Inventory;
• Final accounting and consolidation;
• Orders;
• Financing cycle.
Together with the above, the entire area and contents of the financial statements is assessed as
regards the area itself, the organisational aspects, the information system and any inherent risks.
Specifically, the assessment of risks inherent to the area of the financial statements is carried out
with a view to the following factors:
• It is susceptible to errors or has recently been changed;
• It is the result of the application of complex or recently modified accounting standards;
• It is characterised by complex transactions that require an expert valuation;
• It includes valuations based on highly subjective estimates;
• It refers to corporate assets that are susceptible to theft, loss, or misappropriation;
• It refers to complex or anomalous transactions done close to the year-end accounting date;
• It summarises transactions that are outside the normal processing.
Amongst control activities normally carried out by employees at various organisational levels are
the following:
• Analyses carried out by the top management: the performance achieved is compared with
the budget, with forecasts, with the results of previous periods and with the results achieved
by competitors. The measure to which these analyses are used to check anomalous results in
the accounting system contribute to the economic and financial information controls;
• Transaction controls: these are carried out to verify the completeness, accuracy, and
authorisation for their inclusion in the transaction accounting system in the company
procedures and the relative personal data included in the reference data storage;
• Control of data systems: the wide reliance on data systems, in particular for economic and
financial data, necessitates that these are checked. Checking data systems includes the
development and maintenance of application software and the current implementation of
the ERP (enterprise resource planning) used by leading foreign companies in Italy,
30
restricted access, the responsibilities of the operators, back-up procedures, security plans,
etc. The Company has introduced and implemented the Personal data protection plan (Dps)
as required by Articles 33-34-35-36 and regulations 19 and 26 of Attachment B, Technical
disciplines governing minimum levels of personal data protection, Legislative Decree
196/2003.
• Physical checks: equipment, supplies, securities, cash and other assets are physically
protected and inventories taken periodically and compared with the accounting figures;
• Separation of responsibilities: in order to reduce the risk of errors and irregularities,
responsibilities are shared amongst different people. For example, authorisation of
transactions, their accounting and the management of the related goods is carried out by
different people;
• Policies and procedures: the internal control activities are normally based on policies and
procedures that have been formalised and are disseminated in the Company.
The model allows for adequate information flows among all those connected to the internal audit
system. Specifically, communication of procedures to the relevant persons, information exchanges
among persons involved in the corporate governance model, reporting on the progress of any
eventual improvements made to the audit system and the reporting of any eventual anomalies found
during the monitoring process.
The model also provides for the verification of the effective application of procedures and,
specifically, the aforementioned controls through continuous use of specifically designed tests
carried out during the financial year.
At the conclusion of the aforementioned process, the outcome of the controls carried out is reported
on a quarterly basis to the manager responsible for preparing the Company Financial Statements
and to the Managing Director, and, in particular to the executive Director supervising the internal
audit system.
b. Roles and functions
The correct functioning of the system requires that specific roles are identified to which the
different phases are attributed. Specifically, the design phase is the responsibility of the manager
responsible for preparing the Company Financial Statements and is shared with the Managing
31
Directors. The subsequent phases of implementation and monitoring are part of the responsibilities
of the Parent Company department of administration, finance and control, the various managers of
the companies, and Heads of the operating divisions. The updating of the system over time is
overseen by the Head of Internal Audit.
11.2 EXECUTIVE DIRECTOR IN CHARGE OF THE INTERNAL A UDIT SYSTEM
In accordance with the Self-regulatory Code, the Board of Directors appointed the Managing
Director Gianluigi Trevisani to supervise the functioning of the internal audit system; as required by
the Self-regulatory Code he:
• oversees the identification of the main corporate risks, taking into account the nature of the
businesses in which Company is involved and ensures that they are examined by the Board
of Directors;
• implements the guidelines prepared by the Board of Directors, organising the design,
implementation and management of the internal audit system, constantly verifying its
overall adequacy, efficacy and efficiency;
• adapts the system to the dynamics of the operating conditions and the legislative and
regulatory environment;
• proposes to the Board of Directors the appointment, removal and remuneration of the Head
of internal audit.
11.3 HEAD OF INTERNAL AUDIT
The Head of Internal Audit is responsible for ensuring that the internal audit system is always
adequate, fully operational and functioning.
At its meeting on 29 August 2008, the Board of Directors, at the suggestion of the Managing
Director and having obtained the opinion of the Internal Audit Committee, appointed the external
company Baker Tilly Consulaudit S.p.A. in the person of Mr Francesco Lo Cascio to be Head of
Internal Audit.
The Head of Internal Audit:
32
• had direct access to all the necessary information to carry out his duties;
• reported on his activities to the Internal Audit Committee, as well as to the Board of
Statutory Auditors through the participation of the Chairman of the Board of Statutory
Auditors, or of one of the Statutory Auditors as delegated by the Chairman, in the meetings
of the Committee;
• reported on his activities also to the Managing Director appointed to supervise the
functioning of the internal audit system;.
• periodically met the manager responsible for preparing the Company’s Financial
Statements.
During the financial year, in addition to the aforementioned activities, the Head of Internal Audit
also continually monitored the internal procedures verifying their adequacy and their operation,
with particular attention to the main companies of the Group.
The Head of Internal Audit, as part of an external company is not responsible for any operating
area, is not answerable to any Director of an operating area and, therefore, is totally independent in
carrying out his duties.
11.4 ORGANISATIONAL MODEL ex Legislative Decree 231/2001
Among the most recent actions taken to strengthen the governance system, the Boards of Directors
of the Issuer and its strategic subsidiary companies have adopted a “Corporate Code of Ethics”,
which lays down general principles and regulates through standards of behaviour the activities of
employees and collaborators, including relations with shareholders, with the Public Administration,
suppliers, contractors and sub-contractors.
Specifically the Code gives:
• the general principles and the reference values to which TREVI - Finanziaria Industriale
S.p.A. and all the companies of Gruppo Trevi must adhere in carrying out their business;
• the rules of behaviour that representatives, managers and the sectors of every company in
the Group must respect and apply in their external relations with all commercial, business
and financial third-parties;
33
• the main ways of implementing the Code within the corporate structure;
Under Article 9 of the Code of Ethics, a supervisory body comprising three members, of which the
majority are independent, was appointed.
The Company has its own organisational model based on a consolidated procedure, processes,
corporate quality systems, rules and values (Code of Ethics) to govern administrative responsibility
and prevent crimes under Legislative Decree 231/2001.
The main subsidiary companies operate under the ISO 9001 quality standards for defining,
managing, and monitoring the manufacturing processes, the support functions and the definition and
implementation of actions, which are published in a quality manual which indicates the procedures
for every corporate function; ample information has been given (for example, on the part of the
Group intranet available to all employees) on this manual and also organigrams of all the main
Italian companies and the most important positions within these companies.
This model is constantly being redesigned in conjunction with the continuous development of the
Group in both areas of business and geographical areas. The Board of Directors, together with the
Internal Audit Committee, has decided to expand and improve its model so that it conforms to the
latest procedures and regulatory and legal developments whilst adhering to the organisational model
pursuant to Legislative Decree 231/2001.
11.5 INDEPENDENT AUDITORS
The Shareholders’ Meeting of 29 April 2008 appointed the auditors, Reconta Ernst & Young
S.p.A., for the financial years 2008 to 2016 to:
1. audit the Financial Statements and the Consolidated Financial Statements for each of the
nine years from the year-end accounting date of 31 December 2008 to the year-end
accounting date of 31 December 2016 of TREVI – Finanziaria Industriale S.p.A. pursuant to
Article 156 of Legislative Decree 58/1998;
2. verifications in compliance with Article 155, paragraph 1, letter a) of Legislative Decree
58/1998;
34
3. limited auditing of the First Half Financial Statements (Parent Company and Consolidated)
for each of the nine first half semesters with accounting dates from 30 June 2008 to 30 June
2016 of TREVI – Finanziaria Industriale S.p.A.;
4. verifications relating to the signature of tax declarations (single declaration and 770
simplified declaration) for the financial years 2008-2015.
11.6 MANAGER RESPONSIBLE FOR PREPARING THE COMPANY FINANCIAL
STATEMENTS
In compliance with the Company articles of association, the Board of Directors appointed, with
prior approval of the Board of Statutory Auditors, a manager responsible for preparing the
Company Financial Statements.
The Board of Directors gives the manager responsible for preparing the Company Financial
Statements the necessary power and means to carry out his/ her responsibilities pursuant to enacted
law and regulations.
The manager responsible for preparing the Company Financial Statements must possess:
• long-term experience in administration and accounting;
• the requisites of good standing required by law for the office of administrator.
At the meeting of 14 May 2007, the Board of Directors appointed Mr Daniele Forti as manager
responsible for preparing the Company Financial Statements; Mr Forti is also the General Director
of Administration, Finance and Control of the Group.
12. DIRECTORS’ INTERESTS AND RELATED PARTY TRANSACT IONS
Regarding related party transactions and, in particular, conflicts of interest involving the Managing
Directors, members of the Trevisani family, which is the majority shareholder in the Company, in
accordance with best practice and as indicated in Consob deliberation no. 17221 of 12 March 2010,
the Board of Directors makes decisions without those Directors involved in the conflict of interest
35
being allowed to vote and without their presence for that part of the meeting when the conflict of
interest is discussed; for specific transactions of significant interest, the Board of Directors requests
an independent Director to act, just for that specific matter, on his own account and with the ability
to request expert and technical valuations on the advantages of the transaction and to establish its
fair value.
13. APPOINTMENT OF STATUTORY AUDITORS
The Board of Statutory Auditors is composed of three standing Statutory Auditors and two
supplementary Statutory Auditors appointed by the Shareholders’ Meeting in the way described
below and it also determines the remuneration of the Chairman and the standing Statutory Auditors.
They are appointed for three financial years and may be re-elected.
The Statutory Auditors must possess the necessary qualifications under the law, the Company
articles of association and the provisions of other applicable regulations.
The appointment of the Board of Statutory Auditors is done on the basis of lists presented by
shareholders, who at the time they present the list, have the right to vote on the relevant proposals in
Shareholders’ Meetings in the way and within the limits described below.
The candidates on each list are numbered sequentially. Each list is made up of two sections: one for
candidates for the office of standing Statutory Auditor and the other for candidates for the office of
supplementary Statutory Auditor. The list must contain at least one candidate for standing Statutory
Auditor and one for supplementary Statutory Auditor and may have up to a maximum of three
candidates for standing Statutory Auditor and two for supplementary Statutory Auditor.
The lists presented by the shareholders must be deposited, as indicated in the announcement of the
convocation of the Shareholders’ Meeting, at the registered offices of the Company so that it is
available to anyone on request. It must be deposited at least fifteen days prior to the date fixed for
the first convocation of the Shareholders’ Meeting unless there are different binding conditions
provided by law and enacted regulations.
Each shareholder, shareholders that are part of a shareholder agreement pursuant to Article 122 of
Legislative Decree 24 February 1998 no. 58, the controlling shareholder, the subsidiaries and
36
companies subject to common control pursuant to Article 93 of Legislative Decree 24 February
1998 no. 58, may not present or combine to present, neither through a third-party nor a trust
company, more than one list nor may they vote, neither through a third-party nor a trust company,
for more than one list. Each candidate may only appear on one list at the risk of being declared
ineligible. Assent or votes given in violation of this prohibition will not be attributed to any list.
Those who may legitimately present lists are shareholders who either individually or with other
shareholders own a percentage of shares considered under law and enacted regulations necessary
for the election of the members of the Board of Directors of the Company (currently 2.5%).
Each list must be accompanied, within the aforementioned time, by (i) appropriate certification
given by an intermediary recognised under the law attesting the ownership of the number of shares
necessary to present a list, (ii) the statements in which each candidate agrees to be a candidate and
states, on their own responsibility, that there is no reason that would make them ineligible or
incompatible and that they meet the necessary requirements for accepting their respective
appointments, including that the number of positions permitted by law and enacted regulations has
not been exceeded (iii) a curriculum vitae for each candidate giving his/her personal and
professional qualifications, including the requirements to be considered independent, as well as (iv)
any other information required by the provisions of law and regulations, which will be included in
the announcement of the convocation of the Shareholders’ Meeting. Any lists presented that do not
adhere to the above stipulations will be considered not to have been presented.
All those entitled to vote may only vote for one list.
Candidates may not be included in the lists if for any reason they are ineligible or incompatible, do
not have the requisite qualifications required by applicable law or hold a number positions that
exceeds the number permitted by law and by enacted regulations.
The Statutory Auditors are elected as follows:
1. Two standing Statutory Auditors and one supplementary Statutory Auditor will be appointed
in the sequence of the relevant sections of the list that obtains the greatest number of votes
in the Shareholders’ Meeting;
2. The remaining standing Statutory Auditor and the remaining supplementary Statutory
Auditor will be appointed on the basis of the sequence in which the candidates are listed in
the sections of the Minority List that received the most votes in the Shareholders’ Meeting.
37
If equal numbers of votes are cast for different minority lists, the candidates will be appointed from
the list presented by the shareholders representing the largest number of shares or, failing that,
presented by the largest number of shareholders.
The Chairperson of the Board of Statutory Auditors is the person at the head of the Minority List.
The appointment will lapse in the circumstances pursuant to applicable law and if the legal
requisites for the appointment no longer exist.
A Statutory Auditor is replaced by the supplementary Statutory Auditor from the same list that the
former was appointed from.
Should both the standing Statutory Auditor and the supplementary Statutory Auditor from the same
list leave office, the candidate next in line on that same list will be appointed or, if there is no other
candidate, the first candidate on the minority list which received the second highest number of votes
will be appointed.
If only one list is presented or if no list is presented, the Shareholders’ Meeting will make the
appointments using legal majorities.
Under Article 18 of the Company articles of association, the incompatibilities covered by law
remaining unchanged, persons may not be elected Statutory Auditors if they hold a similar position
in more than five other companies with shares listed on organised markets (excluding companies
that directly or indirectly control the Company or are controlled by the Company) or who are not in
possession of the qualifications of good standing and professionalism required by enacted
regulations.
14. STATUTORY AUDITORS (ex Article 123-bis, paragraph 2, letter d of the
Consolidated Finance Act)
At the Shareholders’ Meeting of 7 May 2007, when no minority lists were presented, the Board of
Statutory Auditors was appointed for the financial years 2007 – 2008 – 2009, or until approval of
the Financial Statements at 31 December 2009; it is composed of three standing Statutory Auditors
and two supplementary Statutory Auditors:
− Chairman: Mr Adolfo Leonardi
− Standing Statutory Auditor: Mr Giacinto Alessandri
38
− Standing Statutory Auditor: Mr Giancarlo Poletti
− Supplementary Statutory Auditor: Mr Giancarlo Daltri
− Supplementary Statutory Auditor: Ms Silvia Caporali
The Board of Statutory Auditors was elected by 100% of the capital participating in the vote.
The curricula vitae detailing the personal and professional qualifications, the declarations of
acceptance of each candidate and those stating the inexistence of any cause of ineligibility or
incompatibility, the possession of the necessary professional requirements and those of good
standing required by enacted law, as well as the existence of the legal and statutory requirements,
have been deposited at the registered offices of the Company.
The Shareholders’ Meeting approved annual remuneration of Euro 20,000 for the Chairman of the
Board of Statutory Auditors and annual remuneration of Euro 15,000 each for the standing
Statutory Auditors.
In 2009, the Board of Statutory Auditors met twelve times for an average of two hours per meeting;
the Board of Statutory Auditors was present at the five meetings of the Board of Directors as
follows:
− Chairman: Mr Adolfo Leonardi 100%;
− Standing Statutory Auditor: Mr Giacinto Alessandri 100%;
− Standing Statutory Auditor: Mr Giancarlo Poletti 80%.
For the 2010 financial year, given that the mandate of the Board of Statutory Auditors expires with
approval of the Financial Statements to 31 December 2009, four meetings have been scheduled,
three of which have already been held.
The standing Statutory Auditors and the supplementary Statutory Auditors hold no other positions
as Directors or Statutory Auditors in other companies listed on organised markets.
The Board of Statutory Auditors has supervised the independence of the auditing company
verifying, in accordance with the relevant provisions of law, what services and their extent, other
than the auditing of the Financial Statements, has been provided to the Issuer and its subsidiaries by
the same company of independent auditors and by entities belonging to the same group. (Applicable
Criteria 10.C.5.).
39
In carrying out its duties, the Board of Statutory Auditors has worked with the Internal Audit
Committee and, together with the latter, has maintained a constant exchange of information through
the participation of the Chairman of the Board of Statutory Auditors at the meetings of the
aforementioned Committee and through joint meetings when the matters under discussion and the
corporate managers involved were of common interest to their respective responsibilities
(Applicable Criteria 10.C.6. and 10.C.7). The same was done with the Head of Internal Audit.
15. RELATIONS WITH SHAREHOLDERS
In order to promote continuous dialogue with shareholders and, in particular, institutional investors,
the Company has appointed a person responsible for financial communication (Head of Investor
Relations) who is also in charge of making Company information (Financial Statements, reports,
press releases) available on the Company website (www.trevifin.com) both in Italian and in
English. In 2009, the Company website was updated and it is now possible not only to access all the
Company information but also to access the websites of the main subsidiaries.
The contact information for the Head of Investor Relations is:
− Stefano Campana
− Tel. 0547-319411
− Fax: 0547-319313
− E mail: [email protected] [email protected]
The Company organises periodic meetings with institutional investors and, together with AIAF (the
Italian Association of Financial Analysts) at the Italian stock exchange in Milan, gives presentations
to the financial community on the annual and interim results of the Company and the strategies of
its main business sectors. During the financial year, the Company organised visits for the financial
community to its manufacturing facilities and held meetings with individual shareholders and
investors at the Company offices and on periodic visits to the main financial centres (Milan,
London, Edinburgh, New York, Boston, Paris, Zurich, Geneva, and Amsterdam). It met with 250
investors during the financial year.
The analysts of several Italian and international banks cover the Company; the details of the banks,
analysts, their recommendations and target prices for the stock are given on the relevant page on the
Company website, www.trevifin.com
40
In its communications, the Company aims to follow the guidelines laid down in the “Guide for
information to be given to the market” prepared by Forum ref. and Borsa Italiana.
The corporate calendar has been sent via the NIS system to Borsa Italiana and is also available on
the Company website.
The Italian stock market, following two difficult years caused by the global financial crisis,
experienced a significant recovery in 2009.
After falling in the first part of the year, the FTSE Mib index had an extremely positive
performance, rising 19.47% in 2009.
The shares of TREVI - Finanziaria Industriale S.p.A. (TFI), in line with the market index, fell at the
beginning of the year to a low of Euro 4.425 per share in February and then began a gradual
recovery which took the share price to a maximum for the year of Euro 12.81 in November.
The share price at year-end was Euro 11.03 and had risen 46.7% since the start of the year.
The positive performance of the shares in 2009 was closely linked to the performance of Gruppo
Trevi at an industrial level and reflected the strength of its business model in an economic scenario
that affected the global economy.
41
16. SHAREHOLDERS’ MEETINGS (ex Article 123-bis, paragraph 2, letter c) of the
Consolidated Finance Act
The deliberations of the Shareholders’ Meetings, together with the provisions of law and the
Company articles of association are binding on all shareholders.
The Shareholders’ Meeting is ordinary and extraordinary as provided by law.
The ordinary Shareholders’ Meeting decides on matters that are its responsibility by law and under
the Company articles of association.
The ordinary Shareholders’ Meeting has exclusive responsibility for the following:
a) approving the Financial Statements;
b) appointing and removing the Directors;
c) appointing the Statutory Auditors and the Chairman of the Board of Statutory Auditors and
those responsible for the audits;
d) determining the remuneration of the Directors, of the Statutory Auditors and those
responsible for the audits;
e) deciding the responsibilities of Directors and Statutory Auditors .
In addition, the Shareholders’ Meeting may:
a) approve the regulation of proceedings of the Shareholders’ Meetings;
b) authorise the administrative acts under Article 23, paragraph 2 of the Company articles of
association.
The extraordinary Shareholders’ Meeting is responsible for:
c) changes to the Company articles of association, except as provided by Article 23, paragraph
3);
d) the appointment, replacement and definition of the powers of liquidators;
42
e) any other matters that are its responsibility under the law and the Company articles of
association.
A Shareholders’ Meeting is convened at least once a year by the Board of Directors and within one
hundred and twenty days of the year-end accounting date or within one hundred and eighty days if
the Company is obliged to prepare Consolidated Financial Statements or when there is a particular
need regarding the structure and business purpose of the Company.
Following prior communication to the Chairman of the Board of Directors, this may be convened
by a minimum of two members of the Board of Statutory Auditors.
The Directors must convene the Shareholders’ Meeting without delay when shareholders
representing at least 10% (ten percent) of the share capital request it and when the request also
indicates the matters to be discussed.
The Shareholders’ Meeting may be held in a location that is not the registered offices of the
Company as long as it is in Italy.
The Shareholders’ Meeting is convened through an announcement that includes information on the
date, time and place of the meeting and the agenda to be published as provided by law in the
Gazzetta Ufficiale or in at least one of the following newspapers: Il Sole 24 Ore, Il Corriere della
Sera, La Repubblica, Il Resto del Carlino, Il Giornale, Milano Finanza, Borsa e Finanza, Italia
Oggi.
The announcement may also give the date of a second or further convocations of the Shareholders’
Meeting to be held should the preceding meeting not be legally constituted. Second or further
convocations of the Shareholders’ Meeting must be held within thirty days of the date set for the
first convocation of the Shareholders’ Meeting. The announcement of the Shareholders’ Meeting
may indicate no more than two further dates for the Shareholders’ Meeting following that for the
second convocation.
Further convocations of the Shareholders’ Meeting may not be held on the same day as the
preceding convocation of the Shareholders’ Meeting.
Both ordinary and extraordinary Shareholders’ Meetings are validly constituted and meet in first,
second and third convocations with the majorities respectively provided for by law.
Shareholders at the meeting and representing one third of the share capital have the right to obtain a
43
postponement of the Shareholders’ Meeting of not more than five days if they declare they do not
have sufficient information concerning the matters on the agenda.
Persons having the right to vote may attend the Shareholders’ Meeting if the communication
pursuant to Article 2370 of the Italian Civil Code has been received by the Company at least two
working days prior to the date of the first convocation of the Shareholders’ Meeting.
Shareholders’ Meetings may also be held by videoconference as provided under Article 17 of the
Company articles of association.
Shareholders may be represented by written delegation pursuant to Article 2372 of the Italian Civil
Code and the provisions of Articles 136 and following of Legislative Decree 24 February 1998 no.
58.
It is the responsibility of the Chairperson of the Shareholders’ Meeting to ascertain the right of
attendance at the meeting of each shareholder present and that the provisions of law concerning
delegated representation are observed.
Given the limited number of shareholders present at Shareholders’ Meetings, which has always
ensured that the conduct of the meeting and representations made by those present on subjects for
deliberation have always been orderly, the Company has not introduced rules regulating
Shareholders’ Meetings.
It should be noted that at the Ordinary Shareholders’ Meeting of 30 April 2009, the shareholders
were given adequate information regarding the adherence to the Self-regulatory Code for listed
companies; the shareholders present were offered a guided visit of the production facilities in
Cesena; the aim of this initiative was to give a full understanding of the Company and to provide a
special occasion for the Company and its shareholders to meet and exchange ideas.
The Board of Directors, in order to ensure that shareholders receive adequate information on all
aspects of issues that they are asked to deliberate in shareholders’ meetings, makes available to the
shareholders all the documentation and reports relevant to the agenda of the meetings by sending
them to Borsa Italiana S.p.A. and by publishing them on the Company website within the time
requirements under enacted law.
44
17. OTHER CORPORATE GOVERNANCE PROCEDURES (ex Article 123-
bis, paragraph 2, letter a) of the Consolidated Finance Act)
There are no other corporate governance procedures other than those described above.
18. CHANGES SINCE THE YEAR-END ACCOUNTING DATE
Since the year-end accounting date, there have been no changes in the corporate governance
structure of the Company.
Cesena, 31 March 2010
For the Board of Directors
The Chairman
Mr. Davide Trevisani
45
SUMMARY TABLES
46
TABLE 1: INFORMATION ON CORPORATE STRUCTURE
SHARE CAPITAL
No. of shares
% of share
capital
Listed / unlisted
Rights
Ordinary shares
64,000,000 100% ordinary -
Shares with restricted
voting rights
- - - -
Shares with no voting
rights - - - -
47
ù
OTHER FINANCIAL INSTRUMENTS (with pre-emption rights on the issue of new shares)
Listed/ unlisted
No. in issue
Class of shares
underlying the bond
No. of shares to
service the conversion/
exercise
Indirect Convertible
Bond unlisted 6,194,690 ordinary 6,194,690
48
TABLE 2: COMPOSITION OF THE BOARD OF DIRECTORS AND OF COMMIT TEES IN 2009
Current Board of Directors Internal Audit Committee
Remuneration Committee
Position Surname and name Duration of appointment
Executive Directors
Non-executive Directors
Independent Directors under the
Self-regulatory Code
Independent Directors under the Consolidated
Finance Act
%
***
No. of other positions held *
** *** ** ***
Chairman and Managing Director
Trevisani Davide x 100% -
Vice Chairman and Managing Director
Trevisani Gianluigi x 100% -
Managing Director Trevisani Cesare x 80% -
Managing Director Trevisani Stefano x 80% -
Managing Director Bocchini Enrico x x x 100% - x 100% x
Managing Director Moscato Guglielmo x x x 60% 1
Managing Director Mosconi Franco x x x 100% - x 100% x
Managing Director Pinza Riccardo x x x 100% - x 100% x
Managing Director Teodorani Fabbri Pio
Board appointed by the
Shareholders’ Meeting
of 7 May 2007 for the
2007, 2008, and 2009
financial years
The appointment of the
Board of Directors ends
with the approval of the
Financial Statements at
31 December 2009
x x x 80% 2 100%
Number of meetings held in the financial year Board of Directors: 5 Internal Audit Committee: 3 Remuneration Committee: -
NOTES * This column shows the number of directorships or appointments as Statutory Auditor held by the person in other companies listed on organised markets, also foreign, in financial institutions, banks, insurance companies and companies of significant size. Table 3 gives details of the positions held. ** “X” indicates that the member of the Board of Directors is a member of the Committee. *** This column shows the percentage of meetings of the Board of Directors and Committees attended by Directors during 2009. The percentage figure refers to the number of meetings attended by each Director or committee member since being appointed.
49
TABLE 3: DIRECTORSHIPS OR APPOINTMENTS AS STATUTORY AUDITOR HELD BY EACH DIRECTOR IN OTHER
COMPANIES LISTED ON ORGANISED MARKETS, ALSO FOREIGN, IN FINANCIAL INSTITUTIONS, BANKS INSURANCE
COMPANIES OR COMPANIES OF A SIGNIFICANT SIZE:
Surname and Name Other positions held pursuant to Article 1.3
of the Self-regulatory Code
Trevisani Davide -
Trevisani Gianluigi ---
Trevisani Cesare ---
Trevisani Stefano ---
Bocchini Enrico ---
Moscato Guglielmo Non-executive Director of Gas Plus S.p.A. of which he is a member of the E&P Strategic Committee.
Mosconi Franco
Pinza Riccardo
Teodorani Fabbri Pio Vice Chairman of EXOR S.p.A., Independent Director of Allianz S.p.A..
Among the positions held in unlisted companies, he is a member of the Steering Committee of Assonime.
50
TABLE 4: COMPOSITION OF THE BOARD OF STATUTORY AUDITORS IN 2 009
NOTES
* The percentage refers to the number of meetings attended by each Statutory Auditor from the time of appointment and until the appointment ends.
Position Member Duration of appointment
List Independence under the
Code
Percentage of attendance at meetings
of the Board of Statutory Auditors *
No. of other appointments
**
Chairman Leonardi Adolfo majority x 100% 23
Standing Statutory Auditor
Alessandri Giacinto majority x 100% 6
Standing Statutory Auditor
Poletti Giancarlo majority x 100% 15
Supplementary Statutory Auditor
Daltri Giancarlo majority x - 7
Supplementary Statutory Auditor
Caporali Silvia
Board of Statutory Auditors appointed by the Shareholders’ Meeting of 7 May 2007 for the 2007, 2008 and 2009 financial
year; its appointment ends with the approval of the Financial Statements
at 31 December 2009
majority x - 4
Number of meetings held in the 2009 financial year: 12
Quorum required by the minorities to present lists for the appointment of one or more of the Statutory Auditors (ex Article 148 of the Consolidated Finance Act): under the Company articles of association, only those shareholders who individually or with other shareholders represent at least 2.5% of the share capital have the right to present lists
51
** This column shows the number of directorships or appointments as Statutory Auditor held by the person pursuant to Article 148-bis of the Consolidated Finance Act. In accordance with Article 144-quinquiesdecies of the Consob Listing Rules, a complete list of appointments held in other companies listed on organised markets is attached to the Report of the Board of Statutory Auditors, prepared by the Statutory Auditors pursuant to Article 153, paragraph 1 of the Consolidated Finance Act.