Board of Directors

Elected by the Shareholders' Meeting, the Board of Directors is the collective body responsible for the management of the Company

The current Board of Directors, composed of 15 members, was appointed by the Shareholders' Meeting of 18 April 2019 and shall remain in office until the approval of the 2021 financial statements.

Appointment of the Board of Directors

The Board of Directors shall be appointed through voting on the basis of lists, in order to ensure the election of at least one minority director, the Articles of Association provide that from the 1/5 of the members of the Board shall be selected from the so-called minority lists. All lists shall ensure the presence of candidates who meet the independence requirements established by law and those involving a number of candidates equal to or greater than three shall indicate at least 2/5 of the candidates belonging to the less represented gender.

Fabio Cerchiai

Chairman
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Carlo Bertazzo

Chief Executive Officer
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Andrea Boitani

Independent director
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Riccardo Bruno

Independent director
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Cristina De Benetti

Independent director
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Dario Frigerio

Independent director
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Gioia Ghezzi

Independent director
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Giuseppe Guizzi

Independent director
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Anna Chiara Invernizzi

Independent director
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Carlo Malacarne

Independent director
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Valentina Martinelli

Director 1
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Lucia Morselli

Indipendent Director 2
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Ferdinando Nelli Feroci

Independent director
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Licia Soncini

Independent director
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Nicola Verdicchio

Independent Director 3
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Riccardo Bruno

Chairman (Independent Director)
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Andrea Boitani

Independent Director
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Giuseppe Guizzi

Independent Director 1
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Anna Chiara Invernizzi

Independent Director
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Carlo Malacarne

Independent Director
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Cristina De Benetti

Chairwoman (Independent Director)
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Andrea Boitani

Independent Director
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Dario Frigerio

Independent Director 1
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Lucia Morselli

Independent Director
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Gioia Ghezzi

Chairwoman (Independent Director)
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Lucia Morselli

Independent Director
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Ferdinando Nelli Feroci

Independent Director
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Licia Soncini

Independent Director 1
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(1) Director appointed by the Shareholders’ Meeting held on 29 May 2020 until the approval of the financial statements as at 31 December 2021. Director previously appointed by the Board of Directors held on 6 March 2020.
(2) Director appointed by the Shareholders’ Meeting held on 30 October 2020 until the approval of the financial statements as at 31 December 2021. Director previously appointed by the Board of Directors held on 24 September 2020.
(3) Director appointed by the Shareholders’ Meeting held on 28 April 2021 until the approval of the financial statements as at 31 December 2021.

Independence and integrity

Independence is a key element of our business decisions and of our corporate governance, especially within the Board of Directors, whose composition is in line with national and international "best practices".

Among the Directors in office, 12 out of 15 are independent pursuant to the Consolidated Law on Finance (TUF) and the Corporate Governance Code. Every year the Board evaluates the independence of the Directors on the basis of the information provided by the individual Directors, also considering the qualitative and quantitative criteria pre-defined - in compliance with the recommendations of the Corporate Governance Code - by the Board of Directors in its Regulations, with reference to the significance (i) of commercial, financial or professional relationships, where existing; and (ii) any additional remuneration as well as specific situations regarding each Director. The evaluation is carried out on the basis of a specific questionnaire approved by the Board of Directors, with the favourable opinion of the Control, Risk and Corporate Governance Committee, through which each non-executive Director of Atlantia, declared independent at the time of appointment, shall provide the necessary information to ensure the correct verification.

In order to constantly improve our standards of integrity and transparency, the Board Regulation provides for a periodic verification of the possession by the Directors of the integrity requirements referred to in art. 147-quinques of the TUF. The Board shall verify compliance with the aforementioned requirements after the appointment and then upon the occurrence of relevant circumstances and in any case at least once a year on the basis of a specific declaration certifying the possession of the aforementioned requirements issued by each Director.

Committees

Four internal Board Committees have been set up within the Board, in charge of issuing proposals and provide advice on the respective matters of competence.

To learn more, read THE COMPANY ARTICLES OF ASSOCIATION and the Board Regulations  
 
The BoD in a few words

The composition of the Board of Directors ensures gender balance. Directors having independence requirements shall make up more than more than half of the administration body.

Concessioni
59
Average age
Concessioni
40
%
female directors
Concessioni
80
%
independence
Concessioni
2
executive members
Concessioni
34
meetings held in 2020
Concessioni
96
%
rate of attendance

The Board of Directors shall be vested with the powers for the ordinary and extraordinary management of the Company and, more specifically, shall have the power to carry out all the acts necessary for the implementation and achievement of the corporate purposes, excluding only those reserved to the General Meeting.
In accordance with the principles and recommendations of the new Corporate Governance Code 2020, implemented by the Company, the Board of Directors adopted a Terms of Reference defining the role, organization, and functioning of the Board itself, as well as the corporate governance model.
Without prejudice to the competences granted to it pursuant to art. 27 of the Articles of Association and matters that cannot be delegated pursuant to the law and the Articles of Association, the Board shall carry out the activities recommended by the Corporate Governance Code and among other things:
  • shall define the Company's strategies and identify any investment opportunities, in line with the principle of the pursuit of sustainable success while monitoring their implementation;
  • shall examine and approve the Company's business plan, also based on the analysis of the relevant issues for the generation of long-term value while monitoring its implementation;
  • shall define the nature and level of risk compatible with the strategic objectives of the Company, including in its assessments all the elements that may be relevant to achieve the sustainable success of the Company and shall draw up Enterprise Risk Management guidelines for subsidiaries;
  • shall identify the Strategic Companies and resolves on Relevant Transactions. It shall also examine the transactions of the Strategic Companies that may have an impact on Atlantia's stock;
  • shall promote, through the most appropriate methods, dialogue with shareholders and other stakeholders relevant for the Company also through the adoption of a specific policy;
  • shall draw up, upon prior opinion of the Nomination, Remuneration and Human Capital Committee, a plan and/or procedures for the succession of the Chief Executive Officer and any other executive directors and the policy for the remuneration of the directors, the members of the supervisory board and the top management.

Download the Regulations of the Board of Directors

In 2020, the Board held 34 meetings, each lasting approximately 4 hours.
The average attendance rate of the Directors in office was 96%.

In compliance with the Corporate Governance Code, the regulation of the Board of Directors requires the Board to carry out an annual board review, evaluating the effectiveness of its activities and the contribution made by the individual members.
For the past 3 years, the annual board review has been conducted with the assistance of an independent advisor. 
The annual board review process is of central importance with a view to the constant improvement of the Board of Directors, enabling the latter, with the support of an independent advisor, to periodically assess the size, composition and actual functioning of the board and its committees.
The process is carried out in 4 phases: 
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Phase 1: definition by the Board with the support of the Nomination, Remuneration and Human Capital Committee, of the self-assessment procedure (e.g., appointment of external advisors, drafting of the self-assessment questionnaire, etc.)
Phase 2: completion of the self-assessment questionnaire by the members of the BoD and the Chairman of the Board of Statutory Auditors and conducting of individual interviews
Phase 3: analysis of the results and preparation of a summary report 
Phase 4: presentation of the results to the Board of Directors, after their examination by the Nomination, Remuneration and Human Capital Committee

2020 Self-Assessment

In 2020 the board review process was conducted, with the help of a leading consultancy firm, chosen by the Board upon consultation the competent committee.
In light of the extraordinary events occurred in 2020, the results of the self-assessment process and the related analyses showed overall full compliance in terms of structure, organisation and processes as well as in terms of qualitative and quantitative profile of the Board of Directors.