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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 2021.

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 April 6, 2018 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 April 6, 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.

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 12 May 2021 formed:
– the CONTROL, RISKS AND SUSTAINABLE DEVELOPMENT COMMITTEE
– the REMUNERATION COMMITTEE
granting them the functions indicated in the Corporate Governance Code.

The BOD appointed as members of these Committees, the independent directors Paolo De Santis (appointed Chairman of the Remuneration Committee), Edda Delon (appointed Chairman of the Control, Risks and Sustainable Development Committee) and Michele Andreaus.
The Control, Risks and Sustainable Development Committee was also granted the tasks of the Related Party Transactions Committee, pursuant to the legislation in force.

Whistleblowing