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 2021 resolved that the Gpi Board of Directors would be formed of 10 directors.
The Board of Directors will remain in office for three financial years, until the date of the Shareholders’ Meeting called to approve the financial statements at 31 December 2023.
Board of Auditors
Pursuant to Article 20.1 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 2024.
Key Managers
Auditing Company
KPMG S.p.A. 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
Code of Ethics: a Decision dated July 26, 2021 by the Board approved the new version of the “Code of Ethics”, a document stating the committment and ethical accountability of GPI S.p.A.
The Code of Ethics aims at basing all operations, behaviours, working approaches and relations, both internal and external, on the principles of fairness, integrity and transparency. The Recipients of the Model must be aware of its content as well as contribute to its implementation and improvement; should they violate the rules, they will jeopardize the trust of the company towards them.
Organizational, Management and Control Model: In accordance with Leg. Decree no. 231/01, through the Decision of July 26, 2021, the Board approved the new version of its “Organizational, Management and Control Model”, which aims at preventing crimes that might imply the administrative responsibility of the Company when committed for the sake/benefit of the company itself.
Supervisory Body: With resolution of 26 October 2022, the Board of Directors appointed the composition of this Body:
- Vincenzo Candido Renna, lawyer (President);
- Giuseppe Russo, chartered accoutant;
- Raffaele Ripa, chartered accoutant and Chairman of Statutory Auditors;
- Ilaria Manzana, in-house lawyer and Secretary of the Board of Directors.
The subsidiaries Argentea S.r.l., Consorzio Stabile Cento Orizzonti Soc. Cons. a r.l., GBIM S.r.l. and Contact Care Solutions S.r.l., have appointed Selene Sontacchi as a single-member Supervisory Board.
Prevention of Corruptions: 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.
Compliance: The Board of Directors appointed, with resolution of 26 July 2021, Marco Di Domenico 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 Board of Directors, 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 12 May 2021 formed:
– the CONTROL, RISKS AND SUSTAINABLE DEVELOPMENT COMMITTEE
– the REMUNERATION COMMITTEE
granting them the functions indicated in the Corporate Governance Code.
Members of these Committees are the independent directors Paolo De Santis (Chairman of the Remuneration Committee) and Michele Andreaus (Chairman of the Control, Risks and Sustainable Development Committee).
The Control, Risks and Sustainable Development Committee was also granted the tasks of the Related Party Transactions Committee, pursuant to the legislation in force.
The BOD meeting held on 14 December 2022 approved the setting up of the Strategic Committee, made up of Fausto Manzana, Michele Andreaus, Paolo De Santis and Francesco Formica (Chairman).
