Órganos sociales

Pursuant to Article 19 of the Articles of Association, the Board of Directors is vested with the widest powers for the ordinary and extraordinary management of the Company, without limitation and therefore with the power to carry out all acts considered necessary to implement and achieve the corporate purpose, excluding only those strictly reserved by law to the Shareholders’ Meeting. In particular, the Board is exclusively responsible for, among other things, examining and approving strategic, business and financial plans, and the Group’s structure; the Board also oversees operating performance, and pays particular attention to possible conflicts of interest.

Maria Chiara Franceschetti

Chairwoman

Andrea Franceschetti

Vice Chairman

Giovanna Franceschetti

Vice Chairwoman


Marcello Perini

Chief Executive Officer

Alessandra Maraffini

Independent Director

Enrico Zampedri

Independent Director


Cristina Mollis

Independent Director

Giorgio Metta

Independent Director

Luigi Franceschetti

Non-Executive Director

The strategic value of sustainability for Gefran is demonstrated by a series of governance choices that our Group has formally implemented, in line with this vision. In particular, in May 2020, the Board of Directors of Gefran Spa established the Sustainability Committee among its board committees and approved its regulations.
Gefran’s Sustainability Committee is responsible for supervising all the Group’s sustainability activities and reporting progress to the Board of Directors.

To carry out these tasks, the Committee makes recourse to a Working Group, which includes representatives of the various company departments. The Working Group is responsible for developing all activities conducive to the definition and implementation of Gefran’s sustainability strategy and for drafting the first sustainability policy document. The Working Group carries out these activities also through close collaboration with representatives of all Gefran Group subsidiaries.

 

2022 2021 2020
Number of meetings 3 2 3
Average attendance % 100% 100% 100%
Sustainability Committee

Giovanna Franceschetti

Vice Chairman with responsibility for sustainability since 2017

Marcello Perini

Chief Executive Officer

Cristina Mollis

Independent Director with extensive experience on these issues

Working Group

Chiara Mazzucchelli

Sustainability manager

Marcello Sbardolini

Commercial department

Patrizia Belotti

People & Organization department


Stefano Mazzola

Procurement department

Gianluigi Gritti

Operation department

Vittorio Grasso

Legal Department


Silvio Fanini

Quality and Hse department

Documents

Gefran Group - 2022 Sustainability Report Consolidated Non-Financial Statement at 31 December 2022 pursuant to Legislative Decree 254/2016

.pdf11.42 MB

Sustainability Strategic Plan 2020 - Update November 2021

.pdf4.15 MB

Strategic sustainability plan

.pdf2.02 MB

The Control and Risks Committee (CRC), which has the task of supporting, with adequate preliminary investigation activity, evaluations and decisions of the Board of Directors regarding the internal control and risk management system, as well as of checking the proper application of accounting standards and their consistency for the purposes of preparing the consolidated financial statements;

The Control and Risks Committee of the Board is currently made up of three Directors, the majority of whom are independent (1 woman and 2 men), all accounting and financial and/or risk management experts; this membership was considered adequate by the Board of Directors, which appointed it.

 

2022 2021 2020
Number of meetings 5 5 6
Average attendance % 93.33% 100% 100%

 

Control and Risks Committee

Alessandra Maraffini

Independent Director

Enrico Zampedri

Independent Director

Luigi Franceschetti

Non-Executive Director

The Appointments and Remunerations Committee submits opinions to the Board of Directors on its size and composition and submits recommendations regarding the professional figures whose presence in the Board is deemed appropriate. The Committee submits to the Board of Directors candidates for the office of Director in cases of cooptation.

Submits proposals or expresses opinions to the Board of Directors on the remuneration of executive directors, other directors with special duties and managers with strategic responsibilities and sets performance objectives associated with the variable component of their remuneration; it also monitors the application of the decisions adopted by the Board, checking in particular that the performance objectives are actually achieved.

 

2022 2021 2020
Number of meetings 3 3 3
Average attendance  % 100% 100% 100%
Appointment and Remunerarion Commitee

Cristina Mollis

Committee Chairwoman

Enrico Zampedri

Independent Director

Giorgio Metta

Independent Director

Pursuant to Article 23 of the Articles of Association, the Board of Statutory Auditors comprises three standing auditors and two deputy auditors, who shall remain in office for three years and may be re-elected. The current Board of Statutory Auditors was appointed by the Shareholders’ Meeting of 27 April 2021 for three years, until the approval of the 2023 annual financial statements.
The Board of Statutory Auditors is tasked with monitoring compliance with the law and the memorandum of association, proper management of the Company and the appropriateness of the internal control system. It also attends Board of Directors’ meetings and Shareholders’ Meetings.

The Board of Statutory Auditors, appointed by the Shareholders’ Meeting on 27 April 2021, and in office until the financial statements for 2023 are  approved, is made up of three standing auditors and two deputy auditors.

 

2022 2021 2020
Number of meetings 9 10 10
Average attendance % 100% 100% 100%
Collegio Sindacale

Roberta Dell’Apa

Chairwoman

Luisa Anselmi

Standing auditor

Primo Ceppellini

Standing auditor


Simona Bonomelli

Deputy auditor

Stefano Guerreschi

Deputy auditor

The External Auditor appointed to carry out the external audit of the consolidated and separate financial statements is a company appointed by the Shareholders’ Meeting from those included in the register kept by Consob.

The current external auditor is PRICEWATERHOUSECOOPERS S.P.A., which was appointed by the shareholders’ meeting on 21 April 2016, for the financial periods from 2016 to 2024, based on a reasoned proposal by the Board of Statutory Auditors.

As provided for by Legislative Decree 231/2001, the Board of Directors has appointed a Supervisory Body, made up of Nicla Picchi (Chairman) and Monica Vecchiati (member of both the Supervisory Body), and provided same with rules and adequate instruments in order to be able to operate. The Supervisory Body may also make use of external collaborations to carry out the work deemed necessary.

The Internal Audit function, with the task of checking, both continuously as well as in relation to specific requirements and in compliance with international standards, the operation and appropriateness of the internal control and risk management system, via an audit plan approved by the Board of Directors, which is based on a structured analysis of the main risks. The main strategic and operating risks are identified and assessed through a risk assessment, the results of which are described and discussed with all relevant bodies for the internal control and risk management system and with the Board of
Directors. This activity enables specific actions to be identified to mitigate the risks identified. Based on the economic and financial results achieved in the last few years, the Company considers that there are currently no significant uncertainties of an extent to raise significant doubts as to its ability to continue to operate as a going concern.

The Internal Audit function is entrusted to Piermario Barzaghi, a person from outside the company who is autonomous and independent; he was appointed by the Board of Directors, based on a favourable opinion from the Control and Risks Committee and having consulted the Board of Statutory Auditors. KPMG Advisory S.p.A. was tasked with conducting internal audit activities.

The Executive in charge of the financial reporting, who has direct supervision of the control model pursuant to Law 262/2005 and of the related administrative and accounting procedures, in connection with the constant updating of the same.

On August 4, 2022, after the positive opinion of the Board of Statutory Auditors, the Board of Directors of Gefran S.p.A. appointed the Group Chief Financial Officer, Paolo Beccaria, as financial reporting manager.