SUSTAINABILITY AT MAIRE TECNIMONT
1
1.9 GOVERNANCE Maire Tecnimont’s corporate governance system, which is defined according to how the Company performs its activities and pursues its strategies, plays a central role in the process of identifying and subsequently implementing the Group’s sustainability initiatives. More specifically, the Company’s sustainability strategies identify Maire Tecnimont’s corporate governance system as the essential tool for developing and managing the key sustainability issues, in line with the approved Sustainability Plan. At its meeting on 11 February 2021, the Board of Directors of Maire Tecnimont resolved to adopt the Principles and Recommendations of the “Corporate Governance Code” approved by the Corporate
Governance Committee of Borsa Italiana S.p.A. in January 2020, which became effective on 1 January 2021 (the “New Code”). In passing the above resolution, the Maire Tecnimont’s Board of Directors took into account the importance for stakeholders, in the current global market context, of having a corporate governance system that is always in line with the most recent international best practices, and the Company’s positive rankings in the main sustainability indices, which is partly thanks to its ratings on corporate governance issues.In particular, the New Code provides that the Board of Directors guides the Company by pursuing “sustainable success”, i.e. with the aim of creating long-term value to the benefit of shareholders,
taking into account the interests of Maire Tecnimont’s other key stakeholders12. Maire Tecnimont’s governance is based on a traditional administration model that includes a Shareholders’ Meeting, a Board of Directors and a Board of Statutory Auditors12. The Board of Directors and the Board of Statutory Auditors of Maire Tecnimont are appointed at the Ordinary Shareholders’ Meeting according to a slate voting system that protects the rights of the minority shareholders. On 29 April 2019, the Ordinary Shareholders’ Meeting appointed a Board of Directors of 9 members (of which 2 executive Directors) for the three-year period 2019-2021, i.e. until approval of the company financial statements at 31 December 2021 as follows:
BOARD OF DIRECTORS 1
Fabrizio DI AMATO CHAIRMAN
2
Pierroberto FOLGIERO CEO & COO
3
Luigi ALFIERI DIRECTOR
4
Gabriella CHERSICLA DIRECTOR
5
Andrea PELLEGRINI DIRECTOR
6
Patrizia RIVA DIRECTOR
7
Vittoria GIUSTINIANI DIRECTOR
8
Stefano FIORINI DIRECTOR
9
Maurizia SQUINZI DIRECTOR
1
3
6
2
4
7
5
8
9
12 For further information on the New Code, its adoption by Maire Tecnimont and the ongoing process of adapting the Company’s corporate governance system to the Principles and Recommendations of the New Code, please refer to the “Corporate Governance and Ownership Structure Report for 2020”, which was prepared pursuant to art. 123-bis of the Consolidated Finance Act and is available on the corporate website (www.mairetecnimont.com, “Governance” section) (the “Corporate Governance for the year 2020”). 13 Further information on Maire Tecnimont’s corporate governance system can be found in the Corporate Governance Report for the year 2020. 42
CREATING VALUE
