FACTS & FIGURES - Tecnimont ICB
FACTS & FIGURES - Tecnimont ICB
FACTS & FIGURES - Tecnimont ICB
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
The Chairman and Chief Executive Officer<br />
The Chairman of the Board of Directors also serves as the Chief<br />
Executive Officer. He is therefore the main person responsible for<br />
managing the Company. The appointment of the same person to<br />
act as Board Chairman and CEO is, in the Board’s opinion, justified<br />
by the organizational structure of the Company and the Group to<br />
which it belongs, and by the particular nature of the Company’s<br />
business, which consists primarily of the management of operating<br />
subsidiaries and the management and coordination of Group<br />
companies. The Chairman, Fabrizio Di Amato, also controls the<br />
majority of the shares in the Company through Maire Gestioni SpA.<br />
On 10 September 2007, the Board of Directors invested the CEO<br />
with full powers of Company management, to be exercised under<br />
his sole signature, both in Italy and overseas, except for and<br />
excluding those powers and responsibilities which have been<br />
specifically reserved for the whole Board of Directors. At the same<br />
time it required the CEO to report to the Board of Directors on the<br />
activities undertaken in performance of his delegated powers on at<br />
least a quarterly basis.<br />
Remuneration Committee<br />
The Remuneration Committee is made up solely of non-executive Directors, most of whom are also<br />
independent: Adolfo Guzzini, Giuseppe Colaiacovo and Stefano Fiorini, the last serving as Committee<br />
Chairman. The Remuneration Committee is tasked with (i) making recommendations to the Board of<br />
Directors on the remuneration, including stock options, of the Chief Executive Officer and other<br />
Directors entrusted with specific tasks, and (ii) periodically assessing the criteria adopted for the<br />
compensation of executives with strategic responsibilities, monitoring the application of these criteria<br />
and forwarding general recommendations in such regard to the Board of Directors.<br />
Internal Control Committee<br />
The Internal Control Committee is made up solely of non-executive Directors, most of whom are<br />
also independent: Adolfo Guzzini, Giuseppe Colaiacovo and Stefano Fiorini, the last serving as<br />
Committee Chairman. The Internal Control Committee is tasked with providing the Board with<br />
advice and recommendations in respect of (i) defining the guidelines of the internal audit system<br />
and checking its appropriateness and functioning; (ii) evaluating the work schedule prepared by<br />
Internal Auditing and examining the periodic reports submitted by this function; (iii) assessing,<br />
together with the Company’s administrative managers and auditors, the appropriateness of the<br />
accounting principles used and their uniform application for the purposes of drawing up the<br />
consolidated financial statements; (iv) assessing proposals submitted by auditing firms competing<br />
for appointment as independent auditors, as well as assessing the auditing work schedule and<br />
results indicated in the report and suggestion letter.<br />
Organizational Model Pursuant to Legislative<br />
Decree 231/2001<br />
On 28 June 2007, the Company approved and adopted the<br />
Organizational and Management Model drawn up pursuant to and<br />
for the intents and purposes of Legislative Decree No. 231/2001, of<br />
which the Code of Ethics is to be deemed to form an integral and<br />
significant part.<br />
The Model is made up of a first general part, aimed at illustrating<br />
the function and principles of the Model itself, as well as the<br />
contents of Legislative Decree No. 231/2001 and the main<br />
reference regulations, and a second specific part, setting forth<br />
the procedure of the adoption of the Model by the Company, and<br />
identifying activities at risk, operating procedures pertaining to<br />
the risk profiles identified in each operating unit, the structure<br />
and functioning of the Supervisory Body together with the<br />
information flows towards the said Supervisory Body, training and<br />
information activities, the disciplinary system and the procedures<br />
for updating the Model.<br />
The Supervisory Body in charge of overseeing the functioning of<br />
and compliance with the said Model and updating the same is<br />
made up of Umberto Tracanella (Chairman), Roberto Santucci and<br />
Giovanni Scagnelli.<br />
76 77