• Powers granted to the Chairman Fabrizio Di Amato
• Pierroberto Folgiero confirmed as Chief Executive Officer and Chief Operating Officer and relevant powers granted
• Set up of Internal Committees within the Board confirmed and relevant members appointed
• The new 231 Supervisory Body appointed
• The new Manager Responsible for preparing the corporate accounting documents appointed
Milan, 8 April 2022 – The Board of Directors of Maire Tecnimont S.p.A. (the “Company” or “Maire Tecnimont”) met today at the end of the ordinary Shareholders' Meeting and took note of the confirmation of Fabrizio Di Amato as Chairman of the Board of Directors, conferring upon him, in addition to the powers under the law and the Articles of Association, certain powers including, among others, management of institutional and external relations and the supervision of the implementation of the strategic and sustainability plans approved by the Board of Directors.
The Board of Directors has also confirmed Pierroberto Folgiero as Chief Executive Officer (CEO) and Chief Operating Officer, granting him the executive powers of attorney in order to manage and coordinate the Group’s activities, in his capacity as CEO, i.e. the officer responsible for the Company’s management, and, as such, in charge of the institution and management of the internal control and risk management system.
The Board of Directors has also determined, on the basis of available information and the statements made by those involved, and confirmed that all the Directors meet the requirements to hold the office of Director of the Company in accordance to the current law, also regulatory, and to Maire Tecnimont’s By-laws, as well as – provided the recommendation No. 7 of the Corporate Governance Code (“Code”) and quantitative and qualitative criteria defined by the Board of Directors issued to implement the same recommendation – the existence of the requirements for independence under the law and the Code for the following Directors: Gabriella Chersicla, Paolo Alberto De Angelis, Cristina Finocchi Mahne, Francesca Isgrò and Maurizia Squinzi.
The Board of Statutory Auditors also met today, upon verification of the right application of the criteria and procedures of assessment to evaluate the independence of its non-executive members adopted by the Board of Director, has verified that its members Francesco Fallacara, Andrea Bonelli and Marilena Cederna meet the professional and integrity as well as independence requirements laid down by the law and the Code, provided also the quantitative and qualitative criteria defined by the Board of Directors issued to implement the recommendation No. 7, also applicable to the Statutory Auditors.
The Board of Directors - to implement the recommendation No. 13 of the Code, in presence of the conditions - has also appointed the Independent non-executive Director Francesca Isgrò as the Lead Independent Director.
Therefore, the Board of Directors of Maire Tecnimont S.p.A., which will remain in office for the period 2022-2024, until the approval of the financial statements as at 31 December 2024 is composed by the following members:
Fabrizio Di Amato Chairman of the Board of Directors, executive
Pierroberto Folgiero Chief Executive Officer and Chief Operating Officer
Luigi Alfieri Non-executive Director
Gabriella Chersicla Non-executive Director and Independent
Paolo Alberto De Angelis Non-executive Director and Independent
Cristina Finocchi Mahne Non-executive Director and Independent
Stefano Fiorini Non-executive Director
Francesca Isgrò Non-executive Director and Independent
Maurizia Squinzi Non-executive Director and Independent
The Board of Directors has also confirmed that the following Committees are set up, appointing as well relevant members:
(i) the Control, Risk and Sustainability Committee, consisting of non-executive Directors and independent Gabriella Chersicla (Chairman) and Maurizia Squinzi and of non-executive Director Stefano Fiorini, all of them with appropriate expertise and knowledge in accounting and finance or risk management;
(ii) the Remunerations Committee, consisting of non-executive Directors and independent Paolo Alberto De Angelis (Chairman) and Francesca Isgrò and of non-executive Director Luigi Alfieri, all of them with appropriate expertise and knowledge in financial matters and remuneration policies;
(iii) the Related-Party Committee, consisting of the following Directors all non-executive and independent, Gabriella Chersicla (Chairman), Cristina Finocchi Mahne and Paolo Alberto De Angelis.
Following the resignation of Dario Michelangeli from the office of Manager Responsible for preparing the corporate accounting documents with effect from today, at the end of the Shareholders’ meeting, the Board of Directors, with the favorable opinion of the Board of Statutory Auditors, also appointed until revocation Alessandro Bernini, Maire Tecnimont Group Chief Financial Officer, as the new Manager Responsible for preparing the corporate accounting documents, granting him with the powers provided under the applicable provisions and the Company By-laws.
Dario Michelangeli will continue to cover the role of Administration and Financial Statements Vice President of the Company.
To date, Alessandro Bernini and Dario Michelangeli hold, respectively, No. 208,654 and No. 1,953 ordinary shares of Maire Tecnimont, all originated from Company’s Incentive Plans.
The curriculum vitae of Alessandro Bernini is available on Company’s website, section “Governance” - “Governance System” – “Manager Responsible for the Preparation of Company’s Financial Reports”.
The Board of Directors has also confirmed, until revocation, Simona Dolce as Secretary of the Board of Directors of the Company and Erica Vasini as Head of Internal Audit.
Finally, following the expiration of the Company’s 231 Supervisory Body mandate, the Board of Directors appointed as members of the Company’s 231 Supervisory Body, Franco Rossi Galante (Chairman), Iole Anna Savini and Erica Vasini. The 231 Supervisory Body will remain in office until the approval of the financial statements as at 31 December 2024.
Maire Tecnimont S.p.A., a company listed on the Milan Stock Exchange, heads an international industrial group that is a leader in the transformation of natural resources (plant engineering in downstream oil & gas, with technological and execution competences). Through its subsidiary NextChem, it operates in the field of green chemistry and the technologies to support the energy transition. Maire Tecnimont Group operates in about 45 countries, through approximately 50 operative companies and about 9,100 people. For more information: www.mairetecnimont.com.
Group Media Relations
Carlo Nicolais, Tommaso Verani
+39 02 63137603
mediarelations@mairetecnimont.it
Investor Relations
Riccardo Guglielmetti
Tel +39 02 6313-7823
investor-relations@mairetecnimont.it