FS Italiane strategy and governance
(102-5, 102-11, 102-12, 102-14, 102-15, 102-16, 120-18, 102-19, 120-22, 120-24, 102-25, 102-26, 102-27, 102-28, 120-29; 405-1)
CORPORATE GOVERNANCE The corporate governance structure of FS Italiane SpA. and its main subsidiaries is organised according to the traditional system: the shareholder appoints a board of directors (the Parent’s BoD is responsible for management and is currently comprised of seven directors) and a board of statutory auditors (the Parent’s board of statutory auditors is responsible for controls and is currently comprised of three standing statutory auditors and two alternate statutory auditors). The shareholder also appoints the independent auditors28, responsible for perform-
ing the statutory audit. Pursuant to article 12 of Law no. 259/1958, the Court of Auditors’ Magistrate appointed to audit FS Italiane SpA. attends the meetings of the board of directors and the board of statutory auditors, integrating the corporate governance system.
sultation and make proposals (two committees were set up in FS SpA: the Governance, Appointment and Remuneration Committee and the Control, Risk and Sustainability Committee); and (IV) appoints the Manager in charge of financial reporting.
In accordance with the by-laws, the board of directors: (I) appoints a CEO; (II) may assign proxies to the Chairperson, with the shareholder’s approval, with respect to issues that may be delegated by law; (III) sets up committees, where necessary, to provide con-
The following chart represents FS SpA.’s corporate governance structure. Additional information is given in the Group’s 2021 Annual Report (Directors’ report, Report on corporate governance and the ownership structure).
28) KPMG SpA was engaged to perform the statutory audit for both the parent and the subsidiaries beginning from 2014. Based on the applicable special provisions provided for by Legislative decree no. 39/10 (article 16 and subsequent articles), after FS SpA. became an “entity of public interest” by issuing the listed bonds in 2013, the engagement lasts for nine years (2014-2022).
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