BOARD OF DIRECTORS
The Board of Directors includes 9 members and was appointed on 14 April 2025. It is the management body of the Company. Its main role includes, among other things, the examination and approval of strategic, industrial, financial and sustainability plans.
The Board also defines the guidelines for the internal control and risk management system in line with the company’s strategies and annually assesses its adequacy and effectiveness.
MAIRE governance is based on a traditional model, consisting of the Shareholders’ meeting, the Board of Directors (“BoD”) and the Board of Statutory Auditors.
MEMBERS OF THE BOARD OF DIRECTORS
The Shareholders' Meeting of 14 April 2025 appointed as members of the Board of Directors for the three-year period 2025-2027, that is until the approval of the financial statements as at 31/12/2027:
Fabrizio Di Amato
Chairman of the Board of Directors of MAIRE Group, he began his career as an entrepreneur at the age of 19, by setting up his first company with three employees. He built up the MAIRE Group over three decades, through a process of internal growth and acquisitions.
Alessandro Bernini
In 2013, he joined MAIRE group as Group Chief Financial Officer, also covering the position of Director in several Group companies.
He will cover the position of CFO until May 15th, 2022 when he is appointed Chief Executive Officer and Chief Operating Officer of MAIRE S.p.A. as well as Chief Executive Officer of Tecnimont S.p.A., KT – Kinetics Technology S.p.A. and NEXTCHEM S.p.A.
Valentina Casella
Isabella Nova
Cristina Finocchi Mahne
Luigi Alfieri
Stefano Fiorini
Paolo Alberto De Angelis
Michela Schizzi
The BoD and the Board of Statutory Auditors are appointed by the shareholders with a slate voting system that protects the rights of minority shareholders. The number of independent directors - 5 out of 9, all non-executive - exceeds the requirements set by both Italian regulations and the MAIRE By-Laws.
Likewise, the committees are made up of non-executive directors, the majority of whom are independent, including the Chairman. As for gender diversity, the BoD in office, with 4 women out of 9 directors, is fully compliant with the most recent laws and provisions in force. The composition of the BoD also complies with the guidelines on the optimal quantitative and qualitative composition of the same defined by the BoD previously in charge on 25 February 2025, in view of the Shareholders' Meeting of 14 April 2025.
FUNCTIONS OF THE BOARD OF DIRECTORS
The Board of Directors, in addition to the powers reserved by the law and the articles of association, therein including the provisions stipulated in the fourth paragraph of art. 2381 of the civil code, also has powers for:
- examination and approval of Company strategic, industrial and financial plans and budgets;
- examination and approval of Group strategic, industrial and financial plans and the consolidated budget;
- examination and approval of Company interim quarterly management reports and the half-yearly report, also in consolidated form;
- the definition of the nature and level of risk compatible with the strategic objectives of the Company;
- evaluation of the suitability of the general organizational, administrative and accounting setup of the Company and subsidiaries with strategic significance organized by the Managing Director, with particular reference to the internal control and conflict of interest management system;
- evaluation of the general progress of management, taking into particular consideration the information received by the delegated bodies, in addition to periodically comparing the results delivered with those planned;
- periodic examination of the economic, balance and financial progress of the Company and the Group;
- examination and approval of sale and acquisition operations, of whatever kind and in whatever legal form, of controlling shareholdings and company branches or groupings;
- definition of the Company corporate governance system and rules and the Group structure;
- the establishment and regulation of Board internal committees, with the relevant appointment and determination of remunerations;
- the attribution and revocation of proxies to the Managing Director, the Chairman and other board members, with possible specification of the limits and modes of implementation (of the proxies themselves), with determination of the relevant remunerations;
- examination and approval of the operations of the Company and its subsidiaries, when such operations have significant strategic, economic, asset and financial importance for the Company. In this respect, it should be noted that the Company’s Board of Directors of 28 April 2010 resolved that transactions having the characteristics above specified are, without limitations: (a) transactions to be accomplished by the Company or Group company belonging to the Issuer, relating to the establishment of companies and branches or the acquisition, transfer, disposal in any form of investments or companies or ongoing concerns when (i) the relation between net equity involved in the transaction and the Group’s consolidated net equity is greater than 5% or (ii) the value of the transaction is greater than 5% of the Group’s consolidated net equity; and (b) the issue of personal or real guarantees,of whatever amount, is in the interest of the subsidiary, and in the interest of third parties;
- formulating a decision, on the proposal of the Managing Director, regarding exercising the right to vote in subsidiaries with strategic significance.
The Board of Directors, with the opinion of the control and risk committee, shall:
a) define the guidelines of the internal control and risk management system, so that the main risks concerning the issuer and its subsidiaries are correctly identified and adequately measured, managed and monitored, determining, moreover, the level of compatibility of such risks with the management of the company in a manner consistent with its strategic objectives;
b) evaluate, at least on an annual basis, the adequacy of the internal control and risk management system taking into account the characteristics of the company and its risk profile, as well as its effectiveness;
c) approves, at least on an annual basis, the plan drafted by the person in charge of internal audit, after hearing the Board of statutory auditors and the director in charge of the internal control system;
d) describe, in the Corporate Governance Report, the main features of the internal control and risk management system, expressing the evaluation on its adequacy;
e) after hearing the Board of statutory auditors, it assesses the findings reported by the external auditor in the suggestions letter, if any, and in the report on the main issues resulting from the auditing.
COMMITTEES
The Board of Directors has established two internal committees with advisory functions, the Remuneration Committee and the Control Risk and Sustainability Committee, in accordance with the Corporate Governance Code of Borsa Italiana S.p.A., to which MAIRE adheres.