Corporate Governance Bodies

The bodies making up the company

This is the section on the corporate governance bodies. The data shown provide information on some of the persons making up the company - the members of the Board of Directors, the Board of Statutory Auditors and the Remuneration and Appointments Committee.

Board of Directors

OFFICE	MEMBERS
Chairman	Ortolani Reno
CEO	Notarangelo Matteo Adolfo
Director and Vice President	Baldaccini Beatrice
Managing Director (Environment and Safety)	Ortolani Sara
Director	Baldaccini Leonardo
Director	Rossi Marco
Director*	Bonfiglioli Sonia
Director	Becchetti Claudio
Director	Fumagalli Marco

Board of Statutory Auditors and Independent Auditing Company

OFFICE	MEMBERS
Chairman	Spigarelli Mariano
Auditor	Bogini Gianluca
Auditor	Cervini Giuliano
Alternate Auditor	Bazzucchi Monia
Alternate Auditor	Ortolani Roberto

Indipendent Auditing Company	KPMG SpA

Supervisory Board

OFFICE	MEMBERS
Chairman	Buchetti Cristiana
Regular Member	Lolli Tiziana
Regular Member	Maccarelli Fabio

Under Legislative Decree 231/2001, in addition to the creation of a disciplinary system, the Organization
and Management Model, once adopted, is subject to periodic checks to ensure its effective
implementation, a function that may be performed only by the body specifically designated for that
purpose.

The activities which the Supervisory Board may be called upon to carry out may be summarized as follows:

oversight on the effectiveness of the model, consisting of the checking of the consistency between
the actual behaviors and the established model;
analysis of the adequacy of the model, i.e. of its real capacity for preventing unwanted behaviors;
analysis of the long-term preservation of the required soundness and functionality of the model;
supervision of the necessary dynamic updating of the model, in the event that the analyses carried
out render it necessary to make corrections to ensure that the model continues to maintain its adequacy
over time; reporting, with a view to taking the appropriate actions, of any violations of the organization
model that may entail the creation of a liability for the company.

The system of administrative liability

Legislative decree n. 231 of June 8, 2001* introduced a systemof administrative liability into Italian law that resulted from a crime. It applies to institutions with legal status, companies and associations without legal personality, exceeding the traditional physical-individualistic vision of the offense and the consequent criminal responsibility.

What do the companies answer for?

According to the Decree. 231/2001, companies respond to the commission or attempted commission, in Italy or abroad, for crimes committed by them functionally related and committed on behalf of or for the benefit of the Companies themselves. Failure to comply with the provisions contained in the Decree may lead to institutional sanctions (pecuniary and / or disqualification) that can strongly affect the functioning of its business.The Decree provides for the exclusion of liability of the Company only by showing that:

The Board of Directors has adopted and effectively implemented, before the commission of the act, a suitable model to prevent crimes of the type that occurred;
the task of supervising the operation and compliance with the Model and updating them has been entrusted to a body with independent powers of initiative and control (Supervisory Board);
the people who committed the crime did so by fraudulently evading the Model;
there was no omission or insufficient supervision by the Supervisory Board