Board of Directors

Pursuant to Article 12.1 of the GPI S.p.A. Articles of Association, GPI is managed by a Board of Directors formed of 7 (seven) to 15 (fifteen) members.
The Shareholders’ Meeting held on 30 April 2018 resolved that the GPI Board of Directors would be formed of 7 directors.

The Board of Directors shall remain in office for three years, or until the approval of the financial statements for the year ending 31 December 2020.
On 4 May 2018, The Board of Directors resolved to appoint Fausto Manzana, previously appointed Chairman of the BOD by the Shareholders’ Meeting on 30 April, also as Chief Executive Officer, granting him the powers for the management of the Company (subsequently revoked and replaced by BOD resolution of 10 December 2018).
The Board also granted some mandates to the Directors Sergio Manzana and Dario Manzana.
The Board also formed the Control and Risk Committee and the Remuneration Committee, granting them the functions specified by the Code of Conduct for Listed Companies.

The Board of Directors meeting held on 4 May 2018 formed:
– the CONTROL AND RISK COMMITTEE
– the REMUNERATION COMMITTEE
granting them the functions indicated in the Code of Conduct for Listed Companies.

The BOD appointed as members of these Committees, the independent directors Paolo De Santis and Edda Delon.
The Control and Risk Committee was also granted the tasks of the Related Party Transactions Committee, pursuant to the legislation in force.

Pursuant to Art. 15 of the GPI S.p.A. Articles of Association, the Board of Directors is vested with the greatest powers for the ordinary and extraordinary management of the Company, with the power to carry out all deeds deemed appropriate for achieving the corporate purpose, excluding only those reserved by law and by the Articles of Association to the Shareholders’ Meeting.

The Board of Directors, pursuant to Art. 2365, paragraph 2 of the Italian Civil Code, is also authorised to make the following decisions, without prejudice to the concurrent competence of the Shareholders’ Meeting: (i) institution or removal of secondary offices; (ii) capital reduction following withdrawal; (iii) adjustment of the GPI Articles of Association to legislative provisions; (iv) transfer of the registered office within the Italian territory; and (v) mergers and demergers, as provided for by the law.

Pursuant to Art. 15.2 of the GPI S.p.A. Articles of Association, the Board of Directors may appoint an Executive Committee, establishing, among other things, its powers and number of members, as well as its operating methods.

Board of Auditors

Pursuant to Article 21.2 of the GPI S.p.A. Articles of Association, the GPI Board of Auditors is formed of 3 (three) statutory auditors and 2 (two) substitute auditors.

The members of the above Board of Auditors will remain in office until the date of the Shareholders’ Meeting called to approve the financial statements at 31 December 2018.

The members of the Board of Auditors are specified in the following table.

Auditing Company

KPMG S.p.A. (with offices in Milan, at Via Vittor Pisani n. 25, tax identification number and registration number in the Milan Business Register 00709600159) is the company appointed for the term of nine financial years to audit the accounts of GPI’s statutory consolidated financial statements for the years 2018-2026.

Compliance

With resolution of 30 October 2017, the Board of Directors approved the Policy for the Prevention of Corruption.
This policy identifies the principles and values of the GPI Group, defines the code of conduct that each staff member must follow and that every stakeholder must know, specifies the methods for reporting acts of corruption and the methods for training, informing and communicating with the various stakeholders.

Download the full document of the GPI Group’s Anti-Corruption Policy

The BOD then appointed, with resolution of 30 October 2017, Stefano Bonvicini as Head of Compliance for the Prevention of Corruption.
To write to the Head of Compliance for the Prevention of Corruption: anticorruzione@gpi.it

Data Protection Officer

The BOD, with resolution of 6 April 2018, also appointed Agostino Oliveri as DPO (Data Protection Officer) for the GPI Group. The appointment complies with the provisions of the new EU Regulation 679/2016 on personal data processing.

Committees

The Board of Directors meeting held on 4 May 2018 formed:

– the CONTROL AND RISK COMMITTEE

– the REMUNERATION COMMITTEE

granting them the functions indicated in the Code of Conduct for Listed Companies.

 

The BOD appointed as members of these Committees, the independent directors Paolo De Santis and Edda Delon.

The Control and Risk Committee was also granted the tasks of the Related Party Transactions Committee, pursuant to the legislation in force.

Whistleblowing

 

GPI Articles of Association

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Shareholders’ Meeting regulations

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Warrant Regulations

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Loyalty shares regulations

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Loyalty shares (Application form ITA-ENG)

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Loyalty shares regulations

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GPI SpA Organisation, MOGC - General Section

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Code of Ethics (018 04 06)

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Key Information (KID)

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