Корпоративное управление

Corporate documents

Governance structure

BOARD OF DIRECTORS

The Board of Directors – in addition to the powers it is granted with by law and by the By-laws – shall have exclusive competence over the most important decisions from an economic and strategic profile and in terms of structural incidence on the management, as well as over the decisions functional to the monitoring and direction of the Company and of the Group.
Executive Chairman – Nicola Piovan (***)
Mr. Piovan was born in Padua on September 24, 1963, he graduated in Business Economics from Bocconi University in 1990. Between 1991 and 1993 he worked for PMP S.r.l., a company operating in the blowing and molding of bottles for cosmetics, initially as Sales Manager and then as General Manager. Subsequently, he carried out training in all departments of Piovan Group, becoming General Manager in 1997, Chief Executive Officer in 2002 and Sole Director in 2011. From 2008 to 2013 he was a member of Assocomaplast, an association that brings together the most important Italian manufacturers of machinery, auxiliary equipment and molds for the processing of plastics and rubber. He has also been a board member of the Association of Industrialists of Venice. In 2019, he has been awarded with the title of “Cavaliere del Lavoro” (Knight of Labour, Italy’s highest civilian honour), by the President of the Italian Republic, Sergio Mattarella.
Chief Executive Officer – Filippo Zuppichin
Mr. Zuppichin was born in Latisana on December 24, 1968, he graduated with honours in Electronic Engineering from the University of Padua in 1993 and began his career at Italtel S.p.A – Hewlett Packard as a software developer for the communications sector. From 1995 to 2000 he worked for the Swedish multinational Electrolux, in particular for the company Zanussi Professional S.p.A., working between Sweden, London and Pordenone. In those same years he held various positions as manager in the Research and Development and Product & Marketing sectors until in 1999, when he was appointed assistant to the Executive Chairman of Electrolux Professional S.p.A. In 2000 he became General Sales & Marketing Manager of the Food & Beverage equipment division at Carrier Corporation. In 2006 he joined Piovan Group as Group Managing Director. He currently holds the position of Chief Executive Officer of Piovan S.p.A..
Director – Marco Stevanato
Mr. Stevanato was born in Mestre-Venice on December 27, 1972, he attended the University of Sheffield (UK) for a year and graduated in Business Economics from the University of Trieste. He gathered significant experience working in the finance and control department for a German multinational company in the glass industry in Germany, Belgium and the United States. In 1999, he joined the family business, Stevanato Group, holding offices in the logistics, administration and IT departments, and in 2006 he was appointed General Directors for Operations. He was then appointed Vice President of Stevanato Group and worked on internationalization projects and developments of the plants in Monterrey (Mexico), Zhangjiagang (China) and Sete Lagoas (Brazil). He currently serves as CEO of SFEM ITALIA S.r.l., an Italian family office responsible for selecting, managing and supervising the investments of the Stevanato family not related to the industrial business. He is also President of the Board of Directors of Arsenale Real Estate SGR S.p.A., the spin-off of SFEM for investments in the real estate business.
Independent Director – Marco Maria Fumagalli (*) (**)
Mr. Fumagalli was born in Bergamo on September 22, 1961, he graduated with honours in Business Economics from the Università Cattolica in Milan in 1987. In 1993, he qualified as chartered accountant and has been registered in the Register for Statutory Auditors since 1995. Furthermore, in 2000 he qualified as Chartered Financial Analyst. He started his professional career in 1987 in Montedison Group. From 1988 to 1990, he was the administration officer of several companies of Alleanza Farmaceutica Group. Until 1992, he was head of the reporting and consolidated financial statements office of RCS Editori S.p.A. From 1993 until March 2002, he worked as manager at Consob. Subsequently, from 2002 until April 2015, Mr. Fumagalli was head of the capital markets department at Centrobanca S.p.A. (then UBI Banca). Since 2015, he works as independent consultant. He is also a lecturer at LIUC University in Castellanza (Varese), where he teaches “Economy and Techniques of the Financial Markets”.
Independent Director – Mario Cesari (*)
Mr. Cesari was born on October 17, 1967, bi-national Swiss and Italian, he obtained a master’s degree in industrial engineering in 1992 from the Milan Polytechnic with a thesis written while at the Frauenhofer Institut Stuttgart. Mr. Cesari also obtained a MBA from Insead in 1997. He has an international career of three decades combining operational, strategic planning, board memberships and direct investment expertise. He began his career in 1993 in the automotive industry at Valeo Thermal Systems in France and Asia, and he then held various positions in the consulting firm McKinsey & Co. (Paris and Geneva offices) with a focus on Automotive, Lean Manufacturing and Private Equity, becoming a Senior Manager in 2001. From 2001 to 2004 he is Principal of Berkshire Partners in Boston, and subsequently Executive Director in Vestar Capital in Paris, both American Private Equity funds. Since 2009 he has been serving as head of corporate development & strategy at TBG Group, a multi-billion private industrial holding, where he has gained considerable experience in investments, extraordinary transactions and strategic corporate development. He is also a member of the Board of Directors of various entities of TBG Group, as well as an Independent Director of De Nora S.p.A. and De Agostini S.p.A.
Independent Director – Manuela Grattoni (*)
Manuela Grattoni graduated in Business Economics from the University of Trieste and has been Chartered Accountant since September 7, 1983 and Auditor with Ministerial Decree of April 12, 1995 published in the Official Gazette 31/bis in April 21, 1995. After graduating in Economics and Commerce, Manuela Grattoni worked at a firm of Chartered Accountants and in 1984 she joined KPMG S.p.A., where she held the role of Partner from 1999 to September 2020. She acted as head of Treviso Office from 1999 to 2003 and of Padua Office from 2003 to 2018. She also served as Professional Technician for the North East Area of KPMG. She has an in-depth knowledge of the methodologies and best practices concerning the auditing and accounting services of important companies in the industrial, commercial, construction and transport sectors. She has gained experience in auditing positions on national and international companies and groups with financial statements prepared according to Italian Accounting Standards, IFRS and USGAAP. She also has experience in extraordinary transactions of domestic companies and subsidiaries of international Groups. She carries out internal and external teaching activities on issues related to auditing and accounting standards. She is a Member of the Association of Chartered Accountants of Vicenza, of the Committee on Auditing Principles and the Committee on Accounting Principles of the “ODCEC” of Vicenza and in this role she has been a rapporteur at various conferences. She is co-author of the IPSOA publication “Revisione legale dei conti” published in 2019.
Independent Director – Antonella Lillo (*)
Born in Treviso on August 19, 1961, Antonella Lillo is a civil lawyer, member of the Treviso Bar Association since 1989 and admitted to practice law before the Supreme Court since 2002. Founding partner in 1991 of the BM&A law firm, which today includes about 50 lawyers, she is expert in commercial, banking, bankruptcy, civil execution and e-commerce law. She has been working for many years with numerous credit institutions, including foreign ones, for some of which also as litigation general attorney, dealing, among other things, with financial intermediation litigation; she collaborates with professional banks’ associations and with companies for the consortium management of banking services. She has been officiated by the Court of Treviso of the legal assistance to receivership and has dealt with business crisis arrangements and restructure of the debits of primary commercial companies. Antonella Lillo is also a consultant of real estate and securities investment funds, including non-residents, rapporteur at several conferences on banking, bankruptcy and asset management and protection law, author of publications on the aforementioned subjects; as well as Arbitrator of the National Arbitral Court, member of STEP (Society of Trust and Estate Practitioners) and winner of the LOY Award- Lawyer of the Year litigation banking 2016.
(*) Independent Director pursuant to Article 147-ter, comma 4 of the Consolidated Financial Act and Recommendation 7 of the Corporate Governance Code.
(**) Lead independent director pursuant to Recommendation 13 of the Corporate Governance Code.
(***) The Chairman Nicola Piovan previously acted as sole director or member of the Board of Directors of the Company since January 1, 1996.

BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors comprises three statutory auditors and two alternate auditors. The following table sets forth the members of the Board of statutory auditors and their respective titles.

Chairperson – Carmen Pezzuto

Statutory auditor – Luca Bassan

Statutory auditor – Patrizia Santonocito

Alternate auditor – Kristian Sartor

Alternate auditor – Stefania Targa

AUDITING FIRM

Deloitte & Touche S.p.A. is the audit firm engaged for the statutory audit, it is based in Milan, Via Tortona 25 and it is registered at n° 132587 of the Chartered Accountants’ Register (Registro dei Revisori Legali), according to article 2 of D.L. n. 39/2010.

NOMINATION AND REMUNERATION COMMITTEE

Chairperson – Manuela Grattoni

Member – Marco Maria Fumagalli

Member – Antonella Lillo

CONTROL, RISK AND SUSTAINABILITY COMMITTEE

Chairperson – Antonella Lillo

Member – Marco Maria Fumagalli

Member – Mario Cesari

RELATED PARTIES COMMITTEE

Chairman – Marco Maria Fumagalli

Member – Mario Cesari

Member – Manuela Grattoni

Procedures and regulations

REGULATIONS GOVERNING THE SHAREHOLDERS’ MEETING

Shareholders’ meetings rules of Piovan S.p.A.

REGULATION OF THE BOARD OF DIRECTORS

Regulation of the Board of Directors of Piovan S.p.A.

REGULATIONS OF THE NOMINATION AND REMUNERATION COMMITTEE

Regulations of the nomination and remuneration committee of Piovan S.p.A.

REGULATIONS OF THE CONTROL, RISK AND SUSTAINABILITY COMMITTEE

Regulations of the control and risk sustainability committee of Piovan S.p.A.

PROCEDURE FOR THE MANAGEMENT OF INSIDE INFORMATION AND THE INSIDER LIST

Internal procedure for the management of inside information of Piovan S.p.A.

INTERNAL DEALING CODE OF CONDUCT

Internal dealing procedure of Piovan S.p.A.

Internal Dealing

Increased Voting Right

Brand
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