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TREVI – Finanziaria Industriale S.p.A.
Registered office: Via Larga, 201 - 47522 Cesena (FC)
Share capital: Euro 35,097,150 fully paid-up
Registration no. 01547370401 of the Forlì – Cesena Chamber of Commerce
Business Register
Forlì – Cesena Chamber of Commerce no. 201,271
Tax code and VAT no. 01547370401
REPORT ON CORPORATE GOVERNANCE
AND CORPORATE STRUCTURE
Pursuant to Article 123-bis of the Consolidated Finance Act
(traditional administration and control model)
- Issuer: TREVI – Finanziaria Industriale S.p.A.
- Website: www.trevifin.com
- Financial period: 2012 – ended on 31 December 2012
- Date Report approved: 22 March 2013
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Contents
GLOSSARY................................................................................................................................................................... 4
1. PROFILE OF THE ISSUER ....................................................................... ERRORE. IL SEGNALIBRO NON È DEFINITO.
2. INFORMATION ON THE CORPORATE STRUCTURE (EX ART. 123-BIS, PARAGRAPH 1, OF THE CONSOLIDATED
FINANCE ACT - TUF) AT (31/12/2011) ......................................................................................................................... 6
a) Share capital structure (ex art. 123-bis, paragraph 1, letter a) Consolidated Finance Act -TUF) ................ 6
b) Restrictions on transfer of shares (ex art. 123-bis, paragraph 1, letter b), Consolidated Finance Act -TUF) ... 6
c) Significant shareholdings (ex art. 123-bis, paragraph 1, letter c), Consolidated Finance Act -TUF) ................ 7
d) Shares with special rights (ex art. 123-bis, paragraph 1, letter d), Consolidated Finance Act -TUF) ............... 8
e) Employee shareholdings: mechanism for exercising voting rights (ex art. 123-bis, paragraph 1, letter e)
Consolidated Finance Act - TUF) ................................................................................................................................ 8
f) Restrictions to voting rights (ex art. 123-bis, paragraph 1, letter f) Consolidated Finance Act -TUF) ............. 8
g) Shareholders agreements (ex art. 123-bis, paragraph 1, letter g) Consolidated Finance Act -TUF)................ 8
h) Change of control clauses (ex art. 123-bis, paragraph 1, letter h) Consolidated Finance Act - TUF) and legal
requirements regarding takeover bids (ex articles 104, paragraph 1-ter and 104 bis, paragraph 1) ....................... 8
i) Authority to increase the share capital and to acquire treasury shares (ex-Article 123-bis, paragraph 1,
letter m), Consolidated Finance Act -TUF) ................................................................................................................. 9
l) Activities of direction and coordination (ex-Article 2497 and following of the Italian Civil Code) ....................... 10
3. COMPLIANCE (EX-ARTICLE 123-BIS, PARAGRAPH 2, LETTER A) CONSOLIDATED FINANCE ACT -TUF) .................11
4. BOARD OF DIRECTORS ......................................................................... ERRORE. IL SEGNALIBRO NON È DEFINITO.
4.1 APPOINTMENT AND REPLACEMENT OF DIRECTORS (ex-Article 123-bis, paragraph 1, letter l) Consolidated Finance
Act - TUF) ...............................................................................................................................................................................11 4.2 COMPOSITION (ex-Article 123-bis, paragraph 2, letter d) Consolidated Finance Act - TUF) .......................................15 4.3 RESPONSIBILITIES OF THE BOARD OF DIRECTORS (ex-Article 123-bis, paragraph 2, letter d) Consolidated Finance
Act - TUF) ...............................................................................................................................................................................17 4.4 DELEGATED PERSONS ............................................................................................ Errore. Il segnalibro non è definito. 4.5 OTHER EXECUTIVE DIRECTORS ........................................................................... Errore. Il segnalibro non è definito. 4.6 INDEPENDENT DIRECTORS ..........................................................................................................................................22 4.7 LEAD INDEPENDENT DIRECTOR ...................................................................................................................................23
5. USE OF CORPORATE INFORMATION .................................................... ERRORE. IL SEGNALIBRO NON È DEFINITO.
6. INTERNAL COMMITTEES WITHIN THE BOARD OF DIRECTORS (EX-ARTICLE 123-BIS, PARAGRAPH2, LETTER D)
CONSOLIDATED FINANCE ACT -TUF) ..........................................................................................................................23
6.1 COMMITTEE FOR RELATED-PARTY TRANSACTIONS .............................................. Errore. Il segnalibro non è definito.
7. APPOINTMENTS COMMITTEE .............................................................. ERRORE. IL SEGNALIBRO NON È DEFINITO.
8. REMUNERATION COMMITTEE ............................................................. ERRORE. IL SEGNALIBRO NON È DEFINITO.
9. DIRECTORS’ REMUNERATION .............................................................. ERRORE. IL SEGNALIBRO NON È DEFINITO.
10. COMMITTEE FOR CONTROL AND RISKS ............................................... ERRORE. IL SEGNALIBRO NON È DEFINITO.
11. INTERNAL AUDIT AND RISK MANAGEMENT SYSTEM ........................... ERRORE. IL SEGNALIBRO NON È DEFINITO.
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11.1 EXECUTIVE DIRECTOR IN CHARGE OF THE INTERNAL AUDIT AND RISK MANAGEMENT SYSTEM ............... Errore. Il
segnalibro non è definito. 11.2 INTERNAL AUDIT DEPARTMENT FUNCTIONS / HEAD OF INTERNAL AUDIT ...........................................................35 11.3 ORGANISATIONAL MODEL ex-Legislative Decree 231/2001 ............................ Errore. Il segnalibro non è definito. 11.4 AUDIT COMPANY ............................................................................................. Errore. Il segnalibro non è definito. 11.5 MANAGER RESPONSIBLE FOR PREPARING THE COMPANY ACCOUNTS .................................................................38 11.6. COORDINATION OF PERSONNEL INVOLVED IN INTERNAL AUDIT AND RISK MANAGEMENT ................................39
12. DIRECTORS’ INTERESTS AND RELATED-PARTY TRANSACTIONS ............ ERRORE. IL SEGNALIBRO NON È DEFINITO.
13. APPOINTMENT OF STATUTORY AUDITORS .......................................... ERRORE. IL SEGNALIBRO NON È DEFINITO.
14. STATUTORY AUDITORS (EX-ARTICLE 123-BIS, PARAGRAPH 2, LETTER D) CONSOLIDATED FINANCE ACT - TUF) 44
15. RELATIONS WITH SHAREHOLDERS ....................................................................................................................45
16. SHAREHOLDERS’ MEETINGS (EX-ARTICLE 123-BIS, PARAGRAPH 2, LETTER C) CONSOLIDATED FINANCE ACT -
TUF) 48
17. OTHER CORPORATE GOVERNANCE PROCEDURES (EX-ARTICLE 123-BIS, PARAGRAPH 2, LETTER A)
CONSOLIDATED FINANCE ACT - TUF) .........................................................................................................................51
18. CHANGES SINCE THE END OF THE REPORTING PERIOD .....................................................................................51
TABLES
Tab. 1: Information on corporate structure ................................................................................................. 55
Tab. 2: Composition of the Board of Directors and Committees ................................................................ 56
Other positions held by each Director in Administrative or Audit capacities in other companies listed on domestic and
foreign regulated markets in financial companies, banks, insurance companies or companies of significant size
………………………………………………………………………………….………….57
Tab. 3: Composition of the Board of Statutory Auditors…………………………………………………………………58
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GLOSSARY
Code/Self-regulatory Code: the Self-regulatory Code for listed companies approved in
December 2011 by the Corporate Governance Committee and issued by Borsa Italiana S.p.A.,
ABI, Ania, Assogestioni, Assonime and Confindustria.
Cod. civ./c.c.: the Italian Civil Code
Board: The Board of Directors of the issuer.
Issuer: TREVI – Finanziaria Industriale S.p.A.
Financial year: the 2012 financial year.
Consob Listing Rules: The rules published by Consob with communication no. 11971 of
1999 (and as subsequently modified) governing issuers.
Consob Market Rules: The rules published by Consob with communication no. 16191 of
2007 (and as subsequently modified) governing markets.
Consob Related-party Transaction Rules: The amended rules published by Consob with
communication no. 17221 of 12 March 2010 (and subsequent amendments) on related-party
transactions
Report: the Report on Corporate Governance and Corporate Structure which companies must
prepare pursuant to Article 123-bis of the Consolidated Finance Act.
Consolidated Finance Act: the Legislative Decree of 24 February 1998, no. 58 (TUF - Testo
Unico della Finanza).
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1. PROFILE OF THE ISSUER
TREVI – Finanziaria Industriale S.p.A. (henceforward also the “Company” or the “Parent
Company”) is the holding company for the industrial shareholdings of a Group (henceforward
“TREVI Group” or “the Group”) that operates in the following two sectors:
• Special foundation engineering services for civil works and infrastructure projects and oil
drilling services;
• Manufacture of equipment for special foundations and drill rigs for the extraction of
hydrocarbons and water exploration.
These business sectors are organised within the four main operating companies of the Group:
• Trevi S.p.A., which heads the sector of foundation engineering;
• Petreven S.p.A., active in the drilling sector providing oil drilling services;
• Soilmec S.p.A., which heads the relative Division manufacturing and marketing plant and
equipment for foundation engineering;
• Drillmec S.p.A., which produces and sells drilling equipment for the extraction of
hydrocarbons and water exploration.
The TREVI Group is also active in the sector of renewable energy, mainly wind energy, through the
subsidiary Trevi Energy S.p.A.
TREVI – Finanziaria Industriale S.p.A is controlled by Trevi Holding SE which holds 48.68% of its
share capital and which is itself 51% controlled by I.F.I.T. S.r.l.
The Group was established in Cesena in 1957 and today has 52 main companies in 38 countries and
69 business units giving it a presence in more than 80 countries worldwide. It has been listed on the
Italian stock market since 15 July 1999 and has always endeavoured, also through the constant
updating of the information in English and Italian available on its website (www.trevifin.com), to
adhere to a wide-ranging and uniform code of conduct governing its organisational structure and its
relations with stakeholders in order to guarantee maximum transparency on the Company
management.
It has also adopted the general principles of the Self-regulatory Code of Conduct as a means of
improving its own corporate governance rules and internal organisation and to focus management
on value creation for shareholders with a consequent positive impact also on other stakeholders
(clients, creditors, suppliers, employees, external communities and environments in general).
The Board of Directors’ Meeting of 14 November 2012 adopted the Self-Regulatory Code prepared
and published by the Corporate Governance Committee – Borsa Italiana in December 2011. Prior to
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that date the Group had adopted the Self-Regulatory Code published in March 2006 and amended in
March 2010.
The Shareholders Meeting represents all the shareholders of TREVI – Finanziaria Industriale S.p.A.
and determines the corporate goals implemented by the Board of Directors.
The workings of the Shareholders’ Meeting are governed by the relevant rules and by the Articles
of Association.
The organisational structure of TREVI – Finanziaria Industriale S.p.A. conforms to the traditional
model where management is entrusted exclusively to a Board of Directors, the central governing
body of the Company; the supervisory responsibilities are given to the Board of Statutory Auditors
and those regarding accounting controls to the audit company appointed by the Shareholders’
Meeting
The Board of Directors considered it of fundamental importance to define clearly the guiding
principles and values of TREVI – Finanziaria Industriale S.p.A., affecting the Company both
internally and externally, by drawing up a Code of Ethics, which was last reviewed and approved at
the Board of Directors meeting on 24 March 2011; the Code of Ethics is available on the Company
website, www.trevifin.com/ corporate governance.
This Code describes the ethical principles and responsibilities for the conduct of business and
corporate activities to be used by the employees of TREVI – Finanziaria Industriale S.p.A. and the
companies it controls, both directly and indirectly, on acceptance of employment, whether they are
directors or employees.
2. INFORMATION ON THE CORPORATE STRUCTURE (ex Article 123-
bis, paragraph 1, of the Consolidated Finance Act) at (31/12/2012)
a) Share capital (ex Article 123-bis, paragraph 1, letter a) of the Consolidated
Finance Act - TUF)
The fully paid-up and issued share capital of TREVI – Finanziaria Industriale S.p.A. at 31
December 2012 was Euro 35,097,150 and was composed of 70,194,300 ordinary shares each of
nominal value Euro 0.50
At 31 December 2012, there were no share-based employee incentive schemes which would result
in an increase, even without payment, of the share capital.
b) Restriction on transfer of shares (ex Article 123-bis, paragraph 1, letter b) of the
Consolidated Finance Act - TUF)
At 31 December 2012 and at the date the present Report was compiled, there were no restrictions on
the transfer of shares of TREVI – Finanziaria Industriale S.p.A
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c) Significant shareholdings (ex Article 123-bis, paragraph 1, letter c), of the
Consolidated Finance Act - TUF)
The Company is controlled by TREVI Holding SE, which holds 34,170,500 ordinary shares, equal
to 48.68% of the share capital.
At 31 December 2012 (from data available from Consob) entities other than the majority
shareholder that had more than 2% of the share capital were Oppenheimer Funds Inc. (USA) with
12.173%, Polaris Capital Management LLC (4.7066%), Henderson Global Investors Limited
(2.105%), and Citigroup Inc. (2.092%).
At 31 December 2012 and at the date of this Report, the Company held 128,400 treasury shares,
equal to 0.183% of the share capital.
Shareholdings of Directors and Statutory Auditors are detailed in the Explanatory Notes to the
Financial Statements at 31 December 2012; at 31 December 2012 the Chairman and Managing
Director, Davide Trevisani, held directly 1.739% of the share capital of the Company
At the date the present Report was prepared, the significant shareholdings in the Company capital
were as follows:
Significant shareholdings at 22 March 2013
Entity/person % of ordinary
share capital
% of share
capital with
voting
rights
TREVI Holding SE - Denmark 48.68% 48.68%
Oppenheimer Funds Inc. - USA 12.173% 12.173%
Polaris Capital Management LLC - USA 4.7066% 4.7066%
Henderson Global Investors Limited - UK 2.105% 2.105%
Citigroup Inc. –UK 2.092% 2.092%
Davide Trevisani – Italy 1.739% 1.739%
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d) Shares with special rights (ex Article 123-bis, paragraph 1, letter d) of the
Consolidated Finance Act - TUF)
At 31 December 2012 and at the date the present Report was prepared, there were no shares that
gave special rights of control or special powers.
e) Employee shareholdings: mechanism for exercising voting rights (ex Article 123-
bis, paragraph 1, letter e) of the Consolidated Finance Act - TUF)
At 31 December 2012 and at the date the present Report was prepared, there were no employee
share schemes.
f) Restrictions to voting rights (ex Article 123-bis, paragraph 1, letter f) of the
Consolidated Finance Act - TUF)
At 31 December 2012 and at the date the present Report was prepared, there were no restrictions on
voting rights or procedures whereby, with the collaboration of the Issuer, the financial rights of the
shares could be separated from ownership of the shares.
g) Shareholder agreements (ex Article 123-bis, paragraph 1, letter g) of the
Consolidated Finance Act - TUF)
At 31 December 2012 and at the date the present Report was prepared, the Issuer was not aware of
the existence of any shareholder agreements under Article 122 of the Consolidated Finance Act.
h) Change of control clauses (ex Article 123-bis, paragraph 1, letter h), of the
Consolidated Finance Act) and legal requirements regarding takeover bids (ex
Articles 104, paragraph 1-ter, and 104 bis, paragraph 1)
At 31 December 2012 and at the date the present Report was prepared, TREVI – Finanziaria
Industriale S.p.A. and its subsidiaries had not stipulated any significant agreements that become
effective or expire should there be a change of control in the contracting Company. As is normal
practice, the main committed finance agreements contain an obligation to give prior warning to the
financing entity of any change in the majority shareholder.
At 31 December 2012 and at the date the present Report was prepared, the following clauses
regarding takeover bids existed:
- the Company’s Articles of Association do not infringe the passivity rule under Article 104,
paragraphs 1 and 2 of the Consolidated Finance Act;
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- the Company’s Articles of Association do not provide for the application of the
neutralisation rules under Article 104-bis, paragraphs 2 and 3 of the Consolidated Finance
Act.
i) Authority to increase the share capital and to acquire treasury shares (ex Article
123-bis, paragraph 1, letter m) of the Consolidated Finance Act - TUF
At 31 December 2012 and at the date the present Report was prepared, the Shareholders’ Meeting
had conferred no mandate on the Board of Directors of the Company to increase the share capital.
The Shareholders’ Meeting of 27 April 2012 authorised, subsequent to the deliberations of previous
Annual General Meetings of Shareholders, a buy-back and divestment plan of treasury shares,
pursuant to Articles 2357 and following of the Italian Civil Code and Legislative Decree 24
February 1998, no. 58, for a period of twelve months, until 30 April 2013, with the following
restrictions:
1. The number of shares authorised by the buy-back was a maximum of 2,000,000 (two
million) each of nominal value Euro 0.50, equivalent to 2.849% of the share capital which is
composed of 70,194,300 ordinary shares.
2. The authority for the buy-back is valid until 30 April 2013.
3. The maximum price payable for the shares is Euro 20.00 per share; there was no minimum
price fixed for the number of shares that may be bought;
4. Treasury shares held surplus to requirements are for:
• exchanging minority investments in directly or indirectly controlled companies;
• acquiring long-term, stable shareholdings in third-party companies;
• carrying out “specialist” activities on the market.
and may be sold on the market at a unit price that is no lower than the average price of the
shares in the market in the ten trading days preceding the sale date less 10%.
5. The purchase or disposal of treasury shares, governed by Article 132 of the Consolidated
Finance Act, may be made:
a) through a public tender offer or public exchange offer;
b) on regulated markets according to the operating criteria of the rules governing these
organised markets, which forbid the direct matching of purchase transactions with pre-
determined sales transactions.
Before any transactions are made to purchase shares as under paragraph b) above, all the details of
the buy-back programme approved by the Shareholders’ Meeting will be made public, including the
reasons for the buy-back, the total maximum amount to be paid, the maximum quantity of shares
that may be purchased and the duration of the authorised period of the buy-back; at the expiry of
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this period, the Company will make publicly available information on the outcome of the buy-back
and give a summary of the transactions involved.
At 31 December 2012 and at the date the present Report was prepared, the Company held 128,400
treasury shares, equal to 0.183% of the share capital; of this total, 114,400 shares were acquired
during the 2011 financial year and 14,000 were acquired during the 2012 financial year.
l) Activities of direction and coordination (ex. Article 2497 and following of the Italian Civil
Code.)
In accordance with Article 93 of the Consolidated Finance Act, it is declared that, at 31 December
2012 and at the date the current Report was prepared, TREVI – Finanziaria Industriale S.p.A. was
directly controlled by the Italian company TREVI Holding SE (with its registered office in Cesena),
which is itself controlled by I.F.I.T. S.r.l. (with registered office in Cesena).
With regard to Company data pursuant to Article 2497 of the Italian Civil Code governing direction
and coordination exercised by controlling companies, it is stated that at 31 December 2012 and at
the date the current Report was prepared, no declaration had been made regarding direction and
coordination exercised by controlling companies, as the Board of Directors of TREVI – Finanziaria
Industriale S.p.A. maintains that, while the corporate strategies and policies of the TREVI Group
are indirectly controlled by IFIT S.r.l., the Company is both operationally and financially
completely independent of the controlling company and has not carried out any corporate
transaction in the interests of the controlling company either in 2012 or in any prior financial
periods.
The Company, at the date the current Report was prepared, is the Parent Company of TREVI Group
(and as such prepares the Consolidated Financial Statements of the Group), and exercises, in
accordance with Article 2497 of the Italian Civil Code, direction and coordination of the activities
of the companies it directly controls:
Trevi S.p.A., 99.78% directly held;
Soilmec S.p.A., 99.92% directly held;
Drillmec S.p.A., 98.25% directly held; (1.75% is held by Soilmec S.p.A.);
R.C.T. S.r.l., 99.78% indirectly held (100% held by TREVI S.p.A.);
Trevi Energy S.p.A., 100 % directly held;
Petreven S.p.A. 78.38% directly held (21.62% held by Trevi S.p.A.);
PSM S.r.l., 69.9% indirectly held (70% held by Soilmec S.p.A.);
GOMEC S.r.l., 99.9% indirectly held (100% held by Drillmec S.p.A.).
***
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It should be noted that:
the information required under Article 123-bis, paragraph 1, letter i) of the Consolidated Finance
Act, “Agreements between the Company and its Directors for indemnities for wrongful dismissal or
resignation or if employment is terminated following a public tender offer” are contained in the
Report on Remuneration as required by Article 123-ter of the Consolidated Finance Act;
the information required under Article 123-bis, paragraph 1, letter l) of the Consolidated Finance
Act, “Rules governing the appointment and replacement of Directors and changes to the Articles of
Association if different from legal and regulatory requirements applicable as supplementary” are
given in the section on the Board of Directors (section 4.1).
3. COMPLIANCE (ex Article 123-bis, paragraph 2, letter a) of the
Consolidated Finance Act – TUF
As approved by the Board of Directors’ Meeting of 14 November 2012, TREVI – Finanziaria
Industriale S.p.A., currently adheres to the Self-Regulatory Code for Listed Companies prepared
by Borsa Italiana and approved in December 2011, which is publicly available on the official
website of Borsa Italiana, www.borsaitaliana.it. Issuers were invited to apply this new version of
the code by the end of the 2012 financial year. Prior to 14 November 2012, the Company continued
to apply the previous version of the Self-Regulatory Code approved in March 2006 (and amended
in March 2010).
The Board of Directors believes that the Company complies with the newly formulated
requirements of Article 6 of the Self-Regulatory Code (pursuant to article 7 of the Code as
amended in March 2010).
Neither TREVI – Finanziaria Industriale S.p.A. nor its major subsidiaries are subject to laws, other
than Italian laws, that could affect the corporate governance structure of the Company.
4. BOARD OF DIRECTORS
4.1 APPOINTMENT AND REPLACEMENT (ex Article 123-bis, paragraph 1, letter l) of
the Consolidated Finance Act - TUF)
Under the provisions of Decree 262/05 (known as the “Legge Risparmio”) and of the related
Legislative Decree 303/06 (known as the “Decreto Correttivo”), the Company Articles of
Association of TREVI – Finanziaria Industriale S.p.A., under Article 26, provide for the
appointment and replacement of the Board of Directors using the procedure of voting lists
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The appointment of the Directors is the responsibility of the Ordinary Shareholders’ Meeting, which
also determines the number of its members.
Taking up the appointment of Director is subject to possession of the requisite qualifications
demanded by law and by enacted regulations.
The Directors are appointed for three financial years or for a lesser amount of time as decided by
the Shareholders’ Meeting and may be re-elected. Their appointment ceases on the date of the
Shareholders’ Meeting called to approve the Financial Statements for the last financial period of
their appointment.
If at the end of their term of office the Shareholders’ Meeting has not made the new appointments,
the Directors will remain in office with full powers until the new Board of Directors has been
appointed.
If during the financial year one or more of the Directors can no longer remain in office, the others
will arrange for that Director to be replaced in the way described below with the approval of the
Board of Statutory Auditors as long as the majority of the remaining Directors have still been
appointed by the Shareholders’ Meeting. Directors appointed in this way will remain in office until
the next Shareholders’ Meeting.
If the Directors appointed by the Shareholders’ Meeting are no longer the majority of the Directors,
those still in office must call a Shareholders’ Meeting to replace the missing Directors.
Directors appointed in this way will remain in office for the same period as those Directors already
in office when they were appointed.
If all the Directors cannot remain in office, the Board of Statutory Auditors must immediately call a
Shareholders’ Meeting and, in the meantime, take responsibility for the ordinary administration of
the Company.
The election of the members of the Board of Directors is made by lists presented by Shareholders
who, at the time of presenting the lists, have the right to vote on the proposals in Shareholders’
Meetings. The names on each list must be numbered sequentially.
Each list, at the risk of being declared invalid, must include at least two candidates possessing the
necessary requirements of independence under enacted law and regulations, clearly indicated and
with one of them placed at the head of the list.
The lists must be deposited in accordance with the terms indicated in the notice of the Shareholders’
Meeting at the registered office of the Company, within the twenty-fifth day prior to the
Shareholders’ Meeting called to approve the appointment of members of the Board of Directors and
made publicly available at the registered office of the Company, on the Company website and in
any other way required by enacted law or regulations at that moment, at least twenty-one days prior
to the Shareholders’ Meeting
Each shareholder, shareholders that are part of a significant shareholder agreement pursuant to
Article 122 of Legislative Decree of 24 February 1998 no. 58, the controlling shareholder, the
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subsidiaries and those companies subject to common control pursuant to Article 93 of Legislative
Decree of 24 February 1998 no. 58, may not present or combine to present, either through a third
party or a trust company, more than one list nor can they vote, either through a third party or a trust
company, for any list that is not the list they presented or combined with others to present, and each
candidate may appear on only one list, at the risk of being declared invalid. Assent or votes given in
violation of this prohibition will not be attributed to any list.
Those who may legitimately present lists are shareholders who, either singly or with other
shareholders, own the percentage of shares required under enacted law and regulations, which will
be notified in the notice of the Shareholders’ Meeting
Ownership of the minimum amount of shares required to present a list is ascertained by checking
the shares which are registered in the name of the shareholder/ shareholders on the day on which the
lists are delivered to the registered office of the Company.
Each list must be accompanied, within the aforementioned time, by (i) the statements in which each
candidate agrees to be a candidate and declares, on their own responsibility, that there is nothing
that makes them ineligible or incompatible and that they meet the necessary requirements for
accepting their respective appointments (ii) a curriculum vitae for each candidate giving his/her
personal and professional qualifications, including the requirements to be considered independent,
as well as, (iii) any other information required by law or by regulations, which will be given in the
notice of the Shareholders’ Meeting.
It should be noted that appointments to the Board of Directors must be carried out in full
recognition of and compliance with the prevailing laws regarding gender balance and therefore in
accordance with binding criteria regarding gender balance. Consequently, shareholders who intend
to present lists of nominees for appointment to the Board of Directors which include three or more
candidates are requested to specify the gender of the proposed candidates and, particularly to ensure
that candidates belonging to the less represented gender account for at least one fifth of the number
of candidates presented.
Every list presented should list the candidates in sequential numerical order.
Each list must include at least two candidates having the required criteria for admission as
independent directors as required by the prevailing applicable laws and regulations, indicating these
credentials clearly and placing one of the appropriate candidates at the head of the list.
Appropriate certification released by an intermediary recognised under the law attesting the
ownership of the number of shares necessary to present a list must be provided when the list is
delivered or at a later date as long as it is within the time required for publication of the lists by the
Company
Any lists presented that do not meet the above requirements will be deemed not to have been
presented.
All those entitled to vote may only vote for one list.
The Board of Directors is elected as follows:
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a) all the Directors to be elected except one will be from the list that obtains the largest number of
votes from shareholders (the “Majority List”) in the same order as they appear on that list; should
an equal number of votes be cast by the shareholders for different lists, the Shareholders’ Meeting
will be asked to vote again and the Majority List will be that which receives the highest number of
votes;
b) the remaining Director will be appointed from the list (henceforth the “First Minority List”) that
received most votes after the Majority List;
c) when the number of Directors to be appointed exceeds the number of Directors on the Majority
List and the First Minority List, the remaining Directors will be appointed from the list that received
the most votes after the Majority List and the First Minority List (the “Second Minority List”) and
so on, or, where this is inapplicable, from the First Minority List.
If an equal number of votes have been cast for the Minority Lists, the candidates appointed will be
taken from the list presented by the Shareholders representing the highest number of shares or,
failing that, from the list presented by the largest number of shareholders.
In the event that, following the vote and the procedures described above, the minimum legally
required quota of the less represented gender has not been reached, the last named candidate, in
numerical order, of the numerically more represented gender elected from the Majority List, will be
substituted – subject to the minimum number of independent directors being maintained – with the
next available candidate belonging to the less represented gender on the Majority List.
Where there is an insufficient number of candidates of the less represented gender on the Majority
List to allow such substitution, the shortfall in directors belonging to the less represented gender
will be elected in the Shareholders’ Meeting on the basis of legal majority without prejudice to the
rules regarding independent directors.
In the event that a single list is presented or where no list is presented, the Shareholders’ Meeting
will vote and approve the Directors on the basis of a legal majority in full compliance with the
regulations ensuring gender balance without having to observe the procedures described above.
For further information, please refer to article 26 of the Company’s Articles of Association
published in the following section of the website www.trevifin.com / corporate governance /
Articles of Association and Codes.
If in the course of the financial year one or more Directors leave office, as long as the majority are
still Directors appointed by the Shareholders’ Meeting pursuant to Article 2386 of the Italian Civil
Code, the procedure is the following:
i) the Board of Directors will appoint replacements from the candidates on the same list from which
the Director who has left office was appointed, starting from the first person not already appointed,
subject to the following: (a) if the substitute fails to meet the requisites of independence, the first
independent candidate not already appointed on the same list will be appointed (b) if it is necessary
to restore the minimum quota of the legally required gender balance, the first candidate belonging to
the less-represented gender not already appointed on the same list will be appointed;
ii) if the Directors leaving office belonged to a Minority List and there are no candidates left on the
15
same list who have not already been appointed or who do not satisfy the criteria described in a) and
b) above, the Board of Directors will substitute the Directors leaving office by appointing – in
accordance with the regulations governing independent directors and in respect of the legally
requirements regarding gender balance - with candidates from another Minority List which had
received votes or, failing that, without the procedures described in paragraphs i) and ii).
Where it is decided that the number of Directors should be less than the maximum number
established in Article 25 of the Company Articles of Association, the Shareholders’ Meeting may,
during the period the Board of Directors is in office, increase their number up to the maximum
number. To appoint these additional Directors and to appoint replacement Directors under Article
2386 of the Italian Civil Code, the Shareholders’ Meeting adopts a legal majority without using the
list system as long as it ensures (a) the presence on the Board of Directors of at least two Directors
with the necessary credentials of independence as stipulated by law and the regulations in force (b)
compliance with the relevant applicable regulations governing gender balance.
The Board of Directors has decided not to adopt a formal plan for appointing successors to the
Executive Directors. This is due to the presence of four Managing Directors that are all members of
the Trevisani family, are of different ages and have been working in the company for many years so
that all of them have not only a wide knowledge of the Company but also of the entire TREVI
Group and also because of the presence in the subsidiaries of Managing Directors of different ages
and with long-term experience of the companies
4.2 COMPOSITION (ex Article 123-bis, paragraph 2, letter d) of the Consolidated
Finance Act -TUF
Under the Company Articles of Association the Board of Directors must be composed of a
minimum of three and a maximum of eleven members.
The current Board of Directors of TREVI – Finanziaria Industriale S.p.A. was appointed by the
Shareholders’ Meeting of 29 April 2010, for the 2010, 2011 and 2012 financial years and its
appointment expires with the approval of the Financial Statements at 31 December 2012
During the aforementioned Shareholders’ Meeting, only one list was presented and this was from
the majority shareholder; from this list were elected, with 92.80% of the share capital represented in
favour, all the Directors. The curricula vitae, the declarations of acceptance of the appointment, the
declarations of the inexistence of conflicts of interest with the Company, of any ineligibility or
incompatibility under Article 2382 of the Italian Civil Code and those stating possession of the
requisites of good standing as required under both Article 147 – quinquies of Legislative Decree 24
February 1998, no. 58 and subsequent amendments and additions (known as the Consolidated
Finance Act) and the decree of the Ministry of Justice of 30 March 2000, no.62, have been
deposited at the registered office of the Company.
During the last financial year, the independent, non-executive director, Franco Mosconi, submitted
his resignation with effect from 1 June 2012 owing to an increase in his academic and professional
commitments; the meeting of the Board of Directors of 14 November 2012, in accordance with
16
article 2386 of the Italian Civil Code, co-opted Monica Mondardini to the vacant position on the
Board of Directors where she will remain in office until the next Ordinary Meeting of Shareholders;
the new Director accepted her appointment on the same day and is in position of the relevant
credentials to qualify her status as an independent non-executive Director.
The Board is currently composed of nine members of which four are executive Directors and five
are non-executive and independent Directors. In line with best practice for corporate governance,
the majority of Directors are non-executive and independent.
Details of the composition and characteristics of the Board of Directors are given in Tables 2 and 3
in the appendix.
As a consequence of the enactment of the Law of 12 July 2011 no. 120, which amended Articles
147 ter, 147 quater and 148 of Legislative Decree of 24 February 1998 no. 58 regarding equal
access to the administrative and control bodies of listed companies, an extraordinary meeting of the
Board of Directors held on 2 August 2012 undertook to update the Company’s Articles of
Association.
The Shareholders’ Meeting called for 29 April 2013 in first convocation, and, if necessary, in
second convocation on 30 April, will be asked to approve item four on the agenda, "appointment of
the Board of Directors for the financial years 2013, 2014 and 2015, with prior approval of the
number of Directors and their remuneration; and all matters and issues arising therefrom. The
current Board of Directors has, in accordance with the relevant regulations, prepared an explanatory
report on item 4 on the agenda for the Shareholders’ Meeting, which is available from 19 March
2013 in the investor relations section of the Company website www.trevifin.com and at Borsa
Italiana; the outgoing Board of Directors has abstained from preparing specific proposals regarding
this item on the agenda and therefore invites the Shareholders’ Meeting to debate and approve the
proposals that may be presented by Shareholders.
Maximum permissible number of positions held in other companies
The Board of Directors has not established general criteria regarding the maximum number of
positions as Director or Statutory Auditor that may be held in other companies (applicable criterion
1.C.3) because it has established that the positions held by the current members of the Board of
Directors is low enough to allow them to carry out their duties as Directors of the Issuer effectively
and for the Independent Directors to participate in the Committees set up within the Board of
Directors; in particular the Executive Directors hold no positions except those held in the Issuer and
in companies belonging to the same Group as the Issuer.
Induction Programme
The Chairman of the Board of Directors ensures that Directors are equipped to participate in all the
Company’s initiatives and provides them with adequate knowledge of the sectors in which the
Group operates, of the Company’s corporate dynamics and trends, and of the relevant regulatory
17
framework (applicable criterion 2.C.2). The Chairman ensures that the Directors are invited to the
Company’s main events and has organised meetings, including conference calls, to allow for
regular updates and, through the Investor Relations department, has kept Directors updated on any
articles regarding the Group published both in the trade and the general press.
4.3 ROLE OF THE BOARD OF DIRECTORS (ex Article 123-bis, paragraph 2, letter d)
of the Consolidated Finance Act - TUF)
The rules governing the corporate bodies emphasises the centrality of the Board of Directors as the
management body and specifies its relations with other corporate bodies. Article 23 of the Company
Articles of Association invests the Board of Directors with the widest powers for the ordinary and
extraordinary management of the Company except for those, which pursuant to law, are reserved
for the Shareholders’ Meeting.
Meetings of the Board of Directors are called by the Chairman or, in his absence or incapacity, by
the delegated Directors or if a written request, with a summary of the subjects to be discussed, is
made by at least one Director or one Statutory Auditor and is sent to the Directors and Statutory
Auditors at least three days before the meeting. Meetings of the Board of Directors may be held by
videoconference or telephone conference. Directors and Statutory Auditors must be given timely
notification of the subjects to be discussed. The Board of Directors meets regularly, at least once
every two months, and its main responsibilities are to decide the strategic objectives of all the
operating companies and to ensure that these are met. The Board of Directors:
• decides on the corporate structure of the Group and the establishment and/or closure of
operating companies;
• examines and approves the strategic annual and quarterly industrial and financial plans of
Group companies and compares the results achieved with the objectives set;
• gives and revokes powers to the Managing Directors, establishing how they should be used
and how they are limited (it will report, at the first Board meeting for the business activities
in the financial year, on the powers received and on those it has delegated);
• examines and approves any material economic, equity or financial transaction; the Board of
Directors discusses related-party transactions, having taken into consideration the approved
procedures for related-party transactions as required by Article 2391 bis of the Italian Civil
Code and the Rule on Related-Party Transactions adopted by Consob with Resolution no.
17,221 of 12/03/2010, as modified and clarified by subsequent Communications, without
prejudice to the provisions of Articles 2497 ter and 2391 of the Italian Civil Code and of
Article 114, paragraph 1 of Legislative Decree 24 February 1998, no. 58;
• deliberates the acquisition of companies and property;
• appoints the Directors of directly controlled companies;
18
• decides the employment of executives in the Parent Company and subsidiaries, as well their
remuneration and incentive schemes;
• governs the behaviour of subsidiaries regarding the main intergroup activities;
• supervises the regular conduct of business, giving particular attention to conflicts of interest,
and taking particular account of the information received from the Managing Directors and
the general management of the operating companies and reports on these to the shareholders
at the Shareholders’ Meetings;
• assesses the adequacy of the general organisational, administrative and accounting systems
of the subsidiaries of strategic importance set up by their Managing Directors;
With regard to Applicable Criteria 1.C.1, letter b), the Board of Directors has assessed the adequacy
of the general organisational, administrative and accounting structure of the Issuer and of the
subsidiaries of strategic importance set up by the Managing Directors with particular reference to
the internal audit system and the management of conflicts of interest.
The four companies at the head of each division have been identified as subsidiaries of strategic
importance: TREVI S.p.A., Soilmec S.p.A., Drillmec S.p.A., Petreven S.p.A..
The Board of Directors, in accordance with the December 2011 edition of the Self-Regulatory
Code, conducts assessments and evaluations of the adequacy of the internal audit and risk
management systems and complies with the applicable criteria 7.P.3 and 7.C.1.
With regard to Applicable Criteria 1.C.1, letter d of the Self-regulatory Code, the Shareholders’
Meeting of 29 April 2010 approved total remuneration for the Board of Directors of Euro
830,000.00, the basic remuneration approved for each Director is Euro 40,000 (Euro forty
thousand); additional sums may be paid to individual Board members, according to the
responsibilities and powers given them at the first meeting of the Board of Directors. The meeting
of the Board of Directors of 13 May 2010 decided the corporate officers and appointed: the
Chairman of the Board of Directors and Managing Director giving him an annual remuneration of
Euro 200,000.00 (Euro two hundred thousand); the Deputy Chairman and Managing Director
giving him an annual remuneration of Euro 185,000.00 (Euro one hundred and eighty-five
thousand); Mr Cesare Trevisani a Managing Director with an annual remuneration of Euro
145,000.00 (Euro one hundred and forty-five thousand); Mr Stefano Trevisani a Managing Director
with an annual remuneration of Euro 100,000.00 (Euro one hundred thousand).
At the meetings held in the 2012 financial year, the Board of Directors, pursuant to Applicable
Criteria 1.C.1, letter e of the Self-regulatory Code, regularly assessed the general operating
performance of the business, taking special account of information received from company officers,
and periodically compared the results achieved with the objectives set.
19
In accordance with Applicable Criteria 1.C.1, letter f of the Self-regulatory Code, the Board of
Directors is responsible for prior examination and approval of transactions, also with related parties,
of the Company and its subsidiaries when these operations are of material strategic, economic,
capital and financial importance. The Board has drawn up general criteria to identify related party
transactions of material strategic, economic, capital and financial importance to the Company.
The Board of Directors Meeting of 26 November 2010, approved the procedures for related-party
transactions in application of the provisions of Article 2391 bis of the Italian Civil Code and under
the Rule on Related-Party Transactions adopted by Consob with Resolution no. 17,221 of
12/03/2010, as amended and clarified with subsequent Communications, without prejudice to the
provisions of Articles 2497 ter and 2391 of the Italian Civil Code and of Article 114, paragraph 1 of
Legislative Decree 24 February 1998, no. 58.
In accordance with Applicable Criteria 1.C.1, letter g, the Board of Directors evaluated the size,
composition and functioning of the Board itself and of its committees; it believes that the
composition of the Board with four executive directors and five non-executive directors is in line
with best practice. The five independent directors have wide experience and professional
qualifications and careers that are complementary so as to guarantee a balanced composition of the
Board through the presence of diverse professionals (technical advisers, engineers, managers, legal
figures and academics).
In accordance with Applicable Criteria 1.C.4 of the Self-regulatory Code, it should be noted that the
Shareholders’ Meeting of TREVI – Finanziaria Industriale S.p.A. has given no general or prior
authorisation to waive the non-compete clause for Directors pursuant to Article 2390 of the Italian
Civil Code.
In accordance with the Company Articles of Association, during the 2012 financial year, six
meetings of the Board of Directors were held which lasted on average two and a half hours with a
limited absence of Board Directors and Statutory Auditors for fully justified reasons.
It should be noted that documentation was circulated by the Secretary to the Board of Directors, as
requested by the Chairman, to all Directors in electronic format prior to each meeting in order to
ensure a full and correct assessment of the matters to be discussed by the Board.
Furthermore, Managing Directors of subsidiaries and/ or executives of the Company or subsidiaries
may be asked to attend Board meetings in order to give more detailed information on the matters
under discussion.
The CFO – Manager responsible for preparing the Company accounts attends the meetings of the
Board of Directors.
In accordance with the relevant stock market rules, the Board of Directors has approved and
subsequently given Borsa Italiana S.p.A., a timetable of the Board meetings for the 2013 financial
year to approve the preliminary Half-Year Financial Statements and the quarterly operating results,
as well as for any significant corporate events:
• Friday 22 March 2013
20
Meeting of the Board of Directors to examine the Preliminary Financial Statements and
Preliminary Consolidated Financial Statements at 31 December 2012.
• Monday 29 April 2013 at 11.00 hours – at the registered office in Via Larga 201, 47522
Cesena (FC) – 1st Convocation of the Shareholders’ Meeting
Shareholders’ Meeting: to approve the Financial Statements for the year ended 2012 and to
appoint the Board of Directors.
Second Convocation (at the Company’s registered office): Tuesday 30 April 2013 at 11.00
hours.
• Monday 14 May 2013
Meeting of the Board of Directors for the first quarter interim report to 31 March 2013.
• Wednesday 28 August 2013
Meeting of the Board of Directors to examine the Half-Year Financial Statements to 30 June
2013.
• Thursday 14 November 2013
Meeting of the Board of Directors for the third quarter interim report 2013.
OTHER CORPORATE EVENTS
• Monday 25 March 2013 at 16.00 hours
Conference Call to present the results for the financial year to 31 December 2012.
• Monday 22 April 2013 at 17.00 hours – Milan
Presentation of the Financial Statements at 31 December 2012 to the financial community
• Wednesday 15 May 2013 at 16.00 hours
Conference Call to present the results for the first quarter 2013.
• Thursday 29 August 2013 at 16.00 hours
Conference Call to present the results for the first semester 2013.
• Monday16 September 2013 at 17.00 hours - Milan
Presentation of the Half-Year Financial Statements for 2013 to the financial community.
• Friday 15 November 2013 at 16.00 hours
Conference Call to present the results for the third quarter 2013.
The market will be given timely notification of any changes to the above corporate calendar.
In addition to the meetings listed above, the Board of Directors has scheduled two further meetings:
the first to approve the Group budget for the 2013 financial year was held in February 2013; the
second will be to review the Group budget.
21
4.4 DELEGATED PERSONS
MANAGING DIRECTORS
At the meeting of 13 May 2010, the Board of Directors appointed four Managing Directors: Davide
Trevisani, Gianluigi Trevisani, Stefano Trevisani and Cesare Trevisani.
The four Managing Directors, one of which is the Chairman, are vested with the widest powers for
the ordinary management of the Company; the appointment of the Chairman is due to the activity of
the Company, which is a holding company for industrial investments and is primarily responsible
for strategic decisions regarding the subsidiaries and provides services mainly to the companies of
the Group
CHAIRMAN
The Chairman coordinates the activities of the Board of Directors. He convenes and coordinates
Board meetings, ensuring that the Directors are given sufficiently in advance, except in
emergencies, the documentation and information enabling the Board to express knowledgeable
opinions on the matters to be discussed.
The Chairman of the Board of Directors collaborates with the Deputy Chairman and the Managing
Directors to identify the Company strategies to be presented to the Board of Directors. Given that
the Chairman has a material role in the operating of the Company and is the person who indirectly
controls the Company, in accordance with the provisions of the Self-regulatory Code, the Board of
Directors has appointed an independent and non-executive Director, Mr Enrico Bocchini, as Lead
Independent Director, who is the point of reference and coordination of motions and representations
from independent and non-executive Directors
INFORMATION PROVIDED TO THE BOARD OF DIRECTORS
The Managing Directors report frequently and at least every quarter, as required by the Company
Articles of Association, to the Board of Directors on the main activities of the financial year that
form part of their responsibilities
4.5 OTHER EXECUTIVE DIRECTORS
In addition to the four Managing Directors, there are five other Directors who are independent and
non-executive Directors.
22
4.6 INDEPENDENT DIRECTORS
Following its appointment on 29 April 2010, the Board of Directors appointed nine Directors of
which five are independent and non-executive Directors; in accordance with Applicable Criteria
3.C.4 of the Self-regulatory Code, the Board of Directors verified the existence of the necessary
requisites of independence of each of the non-executive Directors applying all the criteria under the
Code.
The Board of Statutory Auditors verified the correct application of these criteria and the validation
processes used by the Board of Directors to assess the independence of its own members.
The Board of Directors Meeting held on 14 November 2012 verified the existence of the necessary
requisites of independence of each of the non-executive Directors and ascertained that all the
requirements of the Code were met.
Other positions held in companies listed on organised markets by the independent Directors are as
follows:
Pio Teodorani Fabbri:
• Deputy Chairman of Exor S.p.A.
• Independent Director of Allianz S.p.A.
Among the positions held in unlisted companies, he is a member of the Steering Committee of
Assonime.
Guglielmo Antonio Claudio Moscato:
• Non-executive Director of Gas Plus S.p.A., of which he is a member of the E&P Strategic
Committee;
• Member of the Advisory Committee of CANOEL International Energy, with registered
office in Calgary and listed on the Canadian stock exchange;
• Member of the Board of Directors of OAO LUKOIL, with registered office in Moscow
(Russia).
Riccardo Pinza:
• Standing Statutory Auditor of IMA S.p.A.
Monica Mondardini:
• Chief Executive Officer and Managing Director of Gruppo Editoriale l’Espresso S.p.A.;
• Independent Director of Atlantia S.p.A.;
• Independent Director of Crédit Agricole S.A.
23
The independent Directors held no meetings without the other Directors during the year under
review; the Company’s Board of Directors’ Meeting of 14 November 2012 complied with the Self-
Regulatory Code for listed companies as updated to December 2011; article 3 of the Code requires
Independent Directors to meet at least once a year without other Directors being present (3.C.6); the
Directors held one meeting on 19 February 2013.
4.7 LEAD INDEPENDENT DIRECTOR
Given that the Chairman has a material role in the operating of the Company and is the person who
indirectly controls the Company, in accordance with the provisions of the Self-regulatory Code
(Applicable Criteria 2.C.3), the Board of Directors has appointed an independent and non-executive
Director, Mr Enrico Bocchini, as Lead Independent Director to act as the point of reference and
coordination of motions and representations from independent and non-executive Directors
In the 2012 financial year, the Lead Independent Director called no meetings of the independent
Directors; as described above (4.6) the Independent Directors held one meeting on 19 February
2013 without the other Directors being present.
5. USE OF CORPORATE INFORMATION
Following the deliberations of the Board of Directors on 16 February 2009, the Company updated
the existing “Internal rules governing management and use of confidential information and external
communication of documents and information.”
The rules, in accordance with the provisions of the Self-regulatory Code, state that the management
of confidential information regarding the Company is the responsibility of the Chairman of the
Board of Directors of TREVI – Finanziaria Industriale S.p.A.
All relations with the press and other media, as well as with financial analysts and institutional
investors, regarding the communication of corporate documents or information must be authorised
by the Chairman of the Board of Directors and by the Manager responsible for preparing the
Company accounts and must only be released through the Company’s Head of Investor Relations.
6. INTERNAL COMMITTEES WITHIN THE BOARD OF
DIRECTORS (ex Article 123-bis, paragraph 2, letter d) of the
Consolidated Finance Act - TUF
In accordance with the Self-Regulatory Code, the Company has set up a Remuneration Committee
and an Internal Audit Committee; in the 2010 financial year, following approval of the procedures
for related-party transactions, the Company set up a Committee for Related-Party Transactions,
which is not required under the Self-Regulatory Code.
24
No internal committees exist within the Board of Directors that carry out the functions of two or
more committees under the Self-regulatory Code.
6.1 COMMITTEE FOR RELATED-PARTY TRANSACTIONS
At its meeting on 26 November 2010, the Board of Directors approved the procedures for related-
party transactions as required under Article 2391 bis of the Italian Civil Code and the Rule
governing Related-Party Transactions adopted by Consob with Resolution no. 17,221 of
12/03/2010, as amended and clarified with subsequent Communications, and, at the same time,
appointed a Committee for Related-Party Transactions. At 31 December 2012, and at the date of the
present report, the Committee was composed of the following independent and non-executive
Directors:
- Enrico Bocchini (Chairman)
- Guglielmo Antonio Claudio Moscato
- Riccardo Pinza
Having submitted his resignation as a director during the financial year, Mr. Franco Mosconi was
substituted by Mr. Guglielmo Antonio Claudio Moscato.
The procedures for related-party transactions approved by the Company are available on its website
www.trevifin.com.
As regards how the Committee operates, the procedures for managing transactions of greater
importance and transactions of lesser importance are given below.
For transactions of greater importance, the procedures require that the Committee for Related-Party
Transactions, or one or more members requested by that Committee, are involved in the negotiation
and examination process through the receipt of full and adequate information regarding the
transaction. The Committee may also request further information or make observations to the
bodies delegated and the persons authorised to negotiate the transaction. Subsequently it may give
its reasoned opinion to the Board of Directors regarding the Company’s interests in carrying out the
transaction and the convenience and substantive correctness of the related terms and conditions
The transaction is then presented, with adequate supporting information, to the Board of Directors,
which, when it considers it necessary and opportune, may consult with experts; the resolutions of
the Board of Directors regarding related-party transactions must be approved with the favourable
opinion of the Committee for Related-Party Transactions. The Board of Directors may approve
Transactions of Greater Importance even when the opinion of the Committee for Related-Party
Transactions is contrary as long as finalising such transactions is permitted by the Company
Articles of Association and has been approved by the Shareholders’ Meeting. When Unrelated
Shareholders present at the Shareholders’ Meeting for the vote represent more than ten per cent of
25
the share capital with voting rights, this does not constitute the dissenting vote of the majority of
Unrelated Shareholders.
Where the provisions of the preceding point are not contained in the Company Articles of
Association, the Board of Directors must include – in the proposed resolution for the Shareholders’
Meeting – a provision permitting the Board of Directors to implement the shareholders’ approval
only when there is a majority vote in favour in accordance with the preceding paragraph.
Before a Transaction of Lesser Importance is completed, the Chief Executive Officer of the
Company or of the Subsidiary or the Management responsible for carrying out the transaction,
together with the Secretary to the Board of Directors of Trevi, must prepare a report on the
transaction containing all useful information regarding the transaction and must give it to the
Committee for Related-Party Transactions.
The Committee for Related-Party Transactions must express a reasoned non-binding opinion
regarding the interests of the Company in carrying out the transaction and on the convenience and
substantive correctness of the terms of the transaction. The Committee for Related-Party
Transactions must give its opinion prior to the final approval of the Transaction of Lesser
Importance by the Board of Directors if the transaction is within the area of responsibility of the
latter. In other cases it must be given before the Company undertakes to implement the transaction.
In arriving at its opinion, the Committee may request the assistance of one or more independent
experts of its choice at the Company’s expense.
The Secretary to the Board of Directors of Trevi must prepare a quarterly report on transactions for
smaller amounts for the Board of Directors and the Board of Statutory Auditors of Trevi and, in
conjunction with the Investor Relations Department, should also provide full quarterly information
to the public on any transactions that were approved despite an unfavourable opinion having been
expressed by the Committee for Related-Party Transactions with the reasons why it did not agree
with this opinion in accordance with the Rule governing Related-Party Transactions.
The Procedures for Related-Party Transactions are available on the Company website
www.trevifin.com.
In the 2012 financial year, the Committee for Related-Party Transactions met three times with all its
members present and the average length of the meetings was approximately one and a half hours.
7. APPOINTMENTS COMMITTEE
An Appointments Committee, as recommended by the Self-regulatory Code, has not been set up.
Nominations are put forward by shareholders, in particular by the majority shareholder, following a
prior selection of candidates.
26
The current Board of Directors has decided not to amend this position, given that the Company
adopted the Self-Regulatory Code as updated to December 2011 only at the end of the 2012
financial year and that the Board of Directors’ mandate expires on approval of the Financial
Statements for 2012. It will be left to the new Board of Directors that will be appointed at the
Shareholders’ Meeting called for 29 April 2013 in first convocation, to decide whether to set up an
Appointments Committee or, in accordance with article 4.C.2 of the Self-Regulatory Code to
reserve the functions of such a committee within the Board of Directors under the coordination of
the Chairman, given the existence of the previously described conditions, where (i) the Independent
Directors represent at least half the Board of Directors, with rounding down where the Board is
composed of an uneven number of Directors; (ii) the completion of the duties that the Code
attributes to such committees will be allotted sufficient time during Board Meetings, and details of
which will also be reported in the Corporate Governance Report.
8. REMUNERATION COMMITTEE
The Company has set up a Remuneration Committee for the remuneration of Directors that is made
up of three non-executive and independent Directors. At its meeting on 13 May 2010 the Board of
Directors appointed the independent and non-executive Directors Mr Enrico Bocchini (Chairman),
Mr Franco Mosconi and Mr Riccardo Pinza (members) to the Committee
Having submitted his resignation as a director during the financial year, Mr. Franco Mosconi was
substituted by Mr. Guglielmo Antonio Claudio Moscato.
At 31 December 2012 and at the date of the present report, the Committee was composed of the
following independent non-executive directors:
- Enrico Bocchini (Chairman)
- Guglielmo Antonio Claudio Moscato
- Riccardo Pinza
All three members of the committee have financial and accounting experience.
During the 2012 financial year, the Committee held two meetings with an average duration of about
two hours attended by all three committee members; the meetings were minuted
In accordance with Applicable Criteria 7.P.4, 7.C.5 of the Self-regulatory Code, the committee is
responsible for:
• making proposals to the Board of Directors on the remuneration of the Directors and Managers
with strategic responsibilities.
• periodically evaluating the adequacy, comprehensive consistency and the concrete application
of the remuneration policy for Directors and Managers with strategic responsibilities, and to
27
make use in respect of the latter of all information provided by the Executive Directors; to
make appropriate proposals on this subject to the Board of Directors.
• making proposals to the Board of Directors on the remuneration of the Executive Directors
and those in other specific roles and on setting performance objectives relating to the variable
component of remuneration; monitoring the application of decisions adopted by the Board of
Directors and verifying that performance objectives have been achieved.
Given that the Shareholders’ Meeting of 29 April 2010 appointed the Board of Directors for the
three years 2010, 2011 and 2012 and that the meeting of the Board of Directors on 13 May 2010
decided on the corporate offices and on their powers, responsibilities and remuneration, the
Remuneration Committee expressed its favourable opinion on the approved remuneration, powers
and responsibilities.
On 3 March 2010 the Committee for Corporate Governance of Borsa Italiana approved the new text
of Article 7 of the 2006 Self-Regulatory Code for listed companies, article 6 of the current Code
adopted by this Company, as updated to December 2011. The new regulations, implemented by the
end of 2011, require that:
the remuneration of executives and strategic executives should be based on value creation over a
medium/long-term period and therefore linked to previously agreed performance objectives;
the Board of Directors, based on proposals put forward by the Remuneration Committee, defines
the general policy for the remuneration of executive Directors, of other Directors with specific
responsibilities and executives with strategic responsibilities;
the fixed and variable elements of the remuneration are balanced and do not exceed determined
maximum limits set for the variable part and minimum limits set for the fixed part.
The Committee maintains that, although the remuneration of the Managing Directors includes no
variable element, since these persons are directly and/or indirectly the controlling shareholders of
the Company, their interests are aligned and consistent with the main objective of creating value for
shareholders over a medium to long period of time and, therefore satisfy the legal requirements
Further more detailed information is available in the Report on Remuneration prepared in
accordance with Article 123 ter of the Consolidated Finance Act.
9. DIRECTORS REMUNERATION
The remuneration of the Directors, particularly that of the four executive Directors belonging to the
Trevisani family, are not linked to the corporate results or the attainment of specific objectives.
The Shareholders’ Meeting of 29 April 2010 set the annual remuneration to be paid to the Board of
Directors at a total of Euro 830,000.00; the basic remuneration is Euro 40,000 (Euro forty thousand)
for the office of Director; additional sums are paid to individual Board members according to the
28
roles and responsibilities given them at the first meeting of the Board of Directors. At its meeting on
13 May 2010, the Board of Directors decided the corporate offices and appointed the Chairman of
the Board of Directors and Managing Director providing him with annual remuneration of Euro
200,000.00 (Euro two hundred thousand); it appointed the Deputy Chairman and Managing
Director providing him with annual remuneration of Euro 185,000.00 (Euro one hundred and
eighty-five thousand); it appointed Mr Cesare Trevisani a Managing Director with annual
remuneration of Euro 145,000.00 (Euro one hundred and forty-five thousand); it appointed Mr
Stefano Trevisani a Managing Director with annual remuneration of Euro 100,000.00 (Euro one
hundred thousand).
At present there are no share-based incentive schemes for Managing Directors, Directors or
executives of the Company.
No agreements exist between the Directors and the Company giving guarantees on resignation,
removal or wrongful dismissal or should the working relationship cease as the result of a public
purchase offer for the Company.
Under Article 6 of the Self-Regulatory Code, the Company maintains that, although the
remuneration of the Managing Directors includes no variable element, since these persons are
directly and/or indirectly the controlling shareholders of the Company, their interests are aligned
and consistent with the main objective of creating value for shareholders over a medium to long
period of time and, therefore satisfy the legal requirements
The remuneration received by each member of the Board of Directors is shown in the Explanatory
Notes to the Financial Statements.
Further more detailed information is available in the Report on Remuneration prepared in
accordance with Article 123 ter of the Consolidated Finance Act.
10. COMMITTEE FOR CONTROL AND RISKS
The Company has set up an Internal Audit Committee in accordance with the Self-Regulatory Code
of Borsa Italiana of March 2006 (amended in March 2010) composed of three non-executive and
independent members. At the meeting of 13 May 2010 the Board of Directors appointed the non-
executive and independent Directors Mr Enrico Bocchini (Chairman), Mr Franco Mosconi and Mr
Riccardo Pinza (members) as members of the committee.
The meeting of the Company’s Board of Directors of 14 November 2012 approved the adoption of
the 2011 edition of the Self-Regulatory Code and from that date the Committee for Control and
Risks and has assumed the new duties in accordance with article 7 of the said Code.
Having submitted his resignation as a Director during the financial year, Mr. Franco Mosconi was
substituted by Mr. Guglielmo Antonio Claudio Moscato.
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At 31 December 2012 and at the date of the present report, the Committee was composed of the
following independent non-executive directors:
- Enrico Bocchini (Chairman)
- Guglielmo Antonio Claudio Moscato
- Riccardo Pinza.
All three members of the committee have financial and accounting experience.
The Committee reported on a six-monthly basis to the Board of Directors and held seven meetings
during the 2012 financial year. All members attended these meetings, which lasted on average
approximately two hours. The Chairman of the Board of Statutory Auditors was present at all the
meetings; the Head of Internal Audit and/or the Executive Director responsible for overseeing the
internal audit and risk management system were requested to attend some of the meetings. In
addition to the Committee meetings, the Chairman of the Committee for Control and Risks met
several times with the Managing Directors and the Executive Director responsible for overseeing
the internal audit and risk management system, the executives of the Company, the Management
responsible for preparing the Company accounts and the independent audit company. To date in the
2013 financial year, the committee has held one meeting.
The Committee supports the Board of Directors in supervising the general operating performance of
the Company and functions in accordance with Article 7.C.2 of the Self-regulatory Code for listed
companies.
A list is given below of the main duties of the Committee in the aforementioned meetings at which
were present either separately and/ or all of the following: the Manager responsible for preparing
the Company accounts, the members of the Board of Statutory Auditors, the Managing Directors
and, in particular the Executive Director responsible for overseeing the internal audit and risk
management system, as well as partners and managers of the independent audit company:
a) to assess continually the adequacy of the internal audit system giving advice regarding the
set-up and management of the system: the Committee reported on a six-monthly basis to the
Board of Directors on its findings regarding the efficacy of the internal audit system with
proposals for improvements/modifications/inclusions;
b) to review different types of documentation (plans, reports, analyses, etc.) prepared by the
internal audit, as well as the periodic reports of the Head of Internal Audit;
c) to express specific opinions, as requested, on different types of corporate risk and to give
opinions on the design, realisation and management of the internal control system;
d) to assess, with the Manager responsible for preparing the Company accounts, the Board of
Statutory Auditors and the audit company, the uniformity and correct application of the
accounting standards and their uniformity in preparing the consolidated financial statements;
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e) to assess, with the Board of Statutory Auditors and the Manager responsible for preparing
the Company accounts, the work schedule of the audit company and verify its
implementation;
f) evaluate the results given in the auditors’ report and in any eventual letter of suggestions;
g) to verify the progress and implementation of the main organisational improvement projects
and, in particular, the extraordinary maintenance project for the Company organisational,
management and control model under ex-Legislative Decree 231/01 and the improvement to
the procedures under Law 262/05;
h) together with the Head of Internal Audit, it implemented a project to identify, supervise, and
structure the procedures of the internal audit system of the Company and of the companies
within the TREVI Group, focusing on the risks, management of those risks and adherence to
the plans prepared to limit those risks.
i) in close collaboration with Gianluigi Trevisani, the Director in charge of the internal audit
and risk management system, a programme was initiated to define the functions of the
newly created internal audit department and relations with the external consultant, Baker
Tilly Revisa S.p.A
To carry out its responsibilities, the Committee has had access to the necessary information from
the various corporate functions and the assistance of the Head of Internal Audit.
11. INTERNAL AUDIT AND RISK MANAGEMENT SYSTEM
The internal audit system of the Company and all the rules, procedures and organisational structures
were set up to ensure, through an adequate process of identification, measurement, management and
monitoring of the main risks, the healthy and correct running of the Company, consistent with the
pre-established objectives
The internal audit system contributes to guaranteeing the:
• safeguarding of the company’s capital;
• efficient and effective corporate operations;
• reliability of the financial data;
• adherence to enacted laws and rules;
• conformity of individual company activities to the directives issued by the top management.
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The Board of Directors, assisted by the Committee for Control and Risks, in accordance with the
recommendations of the Self-regulatory Code, has the following remit:
• to define the guidelines of the internal audit and risk management system;
• to assess annually the adequacy, efficiency and effective functioning of the internal audit
and risk management system.
Although the Board of Directors expressed a positive opinion on the adequacy, efficacy and
effective functioning of the internal audit and risk management system (covering the major
corporate risks, the corporate entities responsible for managing and monitoring each type of risk
and their structures) it advocates continuous improvement. For example, during the 2011 financial
year, it completed an extraordinary maintenance programme that started in 2010 on the
organisational, management and control model to ensure it conformed with the requirements of
Legislative Decree 231/01 and, in 2012, it initiated an update to this system governing the
responsibility of entities for regulatory offences linked to criminal acts under the guidelines of
Confindustria, of which detailed information is given in the section on the organisational model
under Legislative Decree 231/01.
The risk management system is not considered separately from the internal audit system for the
financial information process as both are integral parts of the same system
The aim of this system is to guarantee the transparency, reliability, accuracy and timeliness of
financial information.
To comply with paragraph 3 of Article 154 bis of the Consolidated Finance Act, the Company has
set up adequate administrative and accounting procedures to prepare the Financial Statements and
the Consolidated Financial Statements and for all other financial communications.
During the financial year 2012, as part of its commitment to continuous improvement and to ensure
that company procedures are increasingly relevant to the actual, constantly evolving corporate
circumstances, a series of review procedures were commenced in accordance with law 262/05, and,
as part of that process, a mandate was granted to Ernst & Young Advisory S.p.A. to conduct a
review of procedures and provide suggestions for their improvement, the completion of mapping of
the relevant risk sensitive processes and the formalisation of procedures governing these processes;
this project was begun in the second half of 2012 and remains on course for completion in 2014.
2. Description of the main features of the risk management and internal audit system for the
financial information process
a. The phases of the risk management and internal audit system relating to the financial
information process
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The organisational model identifies those risks that could compromise the efficacy and efficiency of
the processes, the reliability of economic and financial information, observance of the law and
regulations and, subsequently, identifies the control measures taken to minimize such risks.
The risk categories relating to economic and financial information that have been identified by the
Company are as follows:
• the existence or occurrence of events: that the assets, liabilities and ownership deeds exist at
a given date. That transactions registered represent events that actually occurred in a given
period;
• Completeness: that all transactions and other events and circumstances that have occurred in
a given period or that should have been disclosed in that period have been registered once
and only once;
• Valuation/Disclosure: that assets, liabilities, revenues and costs are accounted correctly and
in accordance with the appropriate and pertinent accounting standards. That the transactions
are mathematically correct, correctly summarised, entered in the books and documented;
• Rights and Obligations: that the assets entered in the statement of financial position derive
from a right that has been acquired; all existing obligations must be entered in liabilities in
the statement of financial position;
• Presentation and Information: that the information given in the Financial Statements is
correctly described and classified. There must be an internal consistency to the Financial
Statements and all its components.
The Company has formalised certain control functions so as to reduce the occurrence of the
aforementioned risks in the relevant processes. The relevant processes are those areas in which
transactions of accounting significance are made and which form a material part of the financial
statements; the definition of these areas and processes is reviewed annually. The relevant processes
that have been identified are as follows:
• Liability cycle;
• Asset cycle;
• Inventory;
• Final accounting and consolidation;
• Orders;
• Financial management cycle.
Together with the above, the entire area and contents of the financial statements is assessed as
regards the area itself, the organisational aspects, the information system and any inherent risks.
33
Specifically, the assessment of risks inherent to the area of the financial statements is carried out
with a view to the following factors:
• it is susceptible to errors or has recently been changed;
• it is the result of the application of complex or recently modified accounting standards;
• it is characterised by complex transactions that require an expert valuation;
• it includes valuations based on highly subjective estimates;
• it refers to corporate assets that are susceptible to theft, loss, or misappropriation;
• it refers to complex or anomalous transactions done close to the year-end accounting date;
• it summarises transactions that are outside the normal process.
Amongst the control activities normally carried out by employees at various organisational levels
are the following:
• Analyses carried out by the top management: the performance achieved is compared with
the budget, with forecasts, with the results of previous periods and with the results achieved
by competitors. The measure to which these analyses are used to check anomalous results in
the accounting system contribute to the economic and financial information controls.
• Transaction controls: these are carried out to verify the completeness, accuracy, and
authorisation for their inclusion in the transaction accounting system in the company
procedures and the relative personal data included in the reference data storage.
• Control of data systems: the wide reliance on data systems, in particular for economic and
financial data, necessitates that these are checked. Checking data systems includes the
development and maintenance of application software and the current implementation of the
ERP (enterprise resource planning) used by leading foreign companies in Italy, restricted
access, the responsibilities of the operators, back-up procedures, security plans, etc. The
Company continued in the 2012 financial year to prepare a Personal data protection plan
even though it is no longer a legal obligation, as stipulated by Articles 33-34-35-36 and
regulations 19 and 26 of Attachment B, Technical disciplines governing minimum levels of
personal data protection, Legislative Decree 196/2003.
• Physical checks: equipment, supplies, securities, cash and other assets are physically
protected and inventories taken periodically and compared with the accounting figures;
• Separation of responsibilities: in order to reduce the risk of errors and irregularities,
responsibilities are shared amongst different people. For example, authorisation of
transactions, their accounting and the management of the related goods is carried out by
different people;
34
• Policies and procedures: the internal control activities are normally based on policies and
procedures that have been formalised and are disseminated within the Company.
The model allows for adequate information flows among all those connected to the internal audit
system. Specifically, communication of procedures to the relevant persons, information exchanges
among persons involved in the corporate governance model, reporting on the progress of any
eventual improvements made to the audit system and the reporting of any eventual anomalies found
during the monitoring process
The model also provides for the verification of the effective application of procedures and,
specifically, the aforementioned controls through continuous use of specifically designed tests
carried out during the financial year
At the conclusion of the aforementioned process, the outcome of the controls carried out is reported
on a quarterly basis to the Manager responsible for preparing the Company accounts and to the
Managing Director, and, in particular to the Executive Director overseeing the internal audit and
risk management system.
b. Roles and functions
The correct functioning of the system requires that specific roles are identified to which the
different phases are attributed. Specifically, the design phase is the responsibility of the Manager
responsible for preparing the Company accounts and is shared with the Managing Directors. The
subsequent phases of implementation and monitoring are part of the responsibilities of the Parent
Company department of administration, finance and control, the various executives of the
companies, and Heads of the operating divisions. The updating of the system over time is overseen
by the Head of Internal Audit.
11.1 EXECUTIVE DIRECTOR IN CHARGE OF THE INTERNAL AUDIT AND RISK
MANAGEMENT SYSTEM
In accordance with the Self-regulatory Code, the Board of Directors appointed the Managing
Director Gianluigi Trevisani to supervise the functioning of the internal audit and risk management
system; as required by the Self-regulatory Code his responsibilities are:
• to oversee the identification of the main corporate risks (strategic, operational, financial and
compliance), taking into account the nature of the businesses in which Company is
involved and to ensure that these are periodically examined by the Board of Directors;
• to implement the guidelines prepared by the Board of Directors, organising the design,
implementation and management of the internal audit system, constantly verifying its
overall adequacy, efficacy and efficiency;
• to adapt the system to the dynamics of the operating conditions and the legislative and
regulatory environment;
• the power to request the internal audit department to carry out checks on specific operating
areas and compliance with internal rules and procedures in the execution of corporate
35
business, while simultaneously communicating them to the Chairman of the Board, to the
Chairman of the Committee for Control and Risks and the Chairman of the Board of
Statutory Auditors.
• to report in a timely fashion to the Committee for Control and Risks (or to the Board of
Directors) with regard to any problems or issues emerging from the conduct of their
activities or of which they have been made aware, so that the Committee (or the Board) can
take appropriate action.
11.2 INTERNAL AUDITING DEPARTMENT / HEAD OF INTERNAL AUDIT
The Head of Internal Audit is responsible for ensuring that the internal audit system is always
adequate, fully operational and functioning. The Board of Directors, at the suggestion of the
Executive Director in charge of the internal audit system and having obtained the opinion of the
Internal Audit Committee (the body defined by the Self-regulatory Code in effect at that time), at
the Board meeting of 13 May 2010 and until the expiry of the mandate of the Board, renewed the
appointment of the external company Baker Tilly Consulaudit S.p.A. in the person of Mr Francesco
Lo Cascio to be Head of Internal Audit; the remuneration of the Head of Internal Audit is held to be
consistent with Company policy.
The Head of Internal Audit:
- had direct access to all the necessary information to carry out his duties;
- reported on his activities to the Committee for Control and Risks, as well as to the Board of
Statutory Auditors through the participation of the Chairman of the Board of Statutory Auditors, or
of one of the Statutory Auditors as delegated by the Chairman, in the meetings of the Committee;
- reported on his activities to the Executive Director appointed to supervise the functioning of the
internal audit and risk management system;
- met periodically with the Manager responsible for preparing the Company accounts
During the financial year, in addition to the aforementioned activities, the Head of Internal Audit
also continually monitored the internal procedures verifying their adequacy and their operation,
with particular attention to the main companies of the Group and some specific areas such as
contract risk management and contract execution risk, finance (exchange rate risk and interest rate
risk) credit risk, preparation of budgets and medium term financial plans, including research and
development plans and related party transactions.
The Head of Internal Audit, as part of an external company, is not responsible for any operating
area, is not answerable to any manager of an operating area and is, therefore, totally independent in
carrying out his duties
With the authorisation of the Executive Director appointed to supervise the functioning of the
internal audit system, over and above the annual remuneration, the Head of Internal Audit received
all the necessary resources for carrying out his responsibilities in the financial year including the
full support of various corporate functions when required
36
The Board of Directors’ Meeting of 14 November 2012 approved adoption of the 2011 edition of
the Self Regulatory Code and also approved, with the approval of the Committee for Control and
Risks, having received the approval of the Board of Statutory Auditors, the constitution of an
Internal Audit department as stipulated in article 7.C.5 of the Italian Civil Code, with the objective
of reinforcing the audit and risk management system; a Manager in charge of internal audit who has
no specific responsibility for any particular operating area and who reports directly to the Board of
Directors was appointed on 1 March 2013; at the present date, the Manager responsible for the
internal audit, with the support of the external consultant Baker Tilly Revisa S.p.A., has presented a
coordinated and integrated plan for the 2013 financial year; this programme, with the approval of
the Committee for Control and Risks has been approved by the Board of Directors.
11.3 ORGANISATIONAL MODEL ex Legislative Decree 231/2001
The Company has adopted an organisational model in accordance with Legislative Decree 231/2001
to ensure the best management of company representatives with regard to potential infringements
by administrative personnel according to the guidelines established by Confindustria.
The Boards of Directors of the Issuer and its strategic subsidiary companies have adopted a
“Corporate Code of Ethics”, which lays down general principles and regulates through standards of
behaviour the activities of employees and collaborators, including relations with shareholders, with
the Public Administration, suppliers, contractors and sub-contractors
Specifically the Code gives:
• the general principles and reference values to which TREVI - Finanziaria Industriale S.p.A.
and all the companies of the TREVI Group must adhere in carrying out their business;
• the rules of behaviour that representatives, executives and the management structures of
every company in the Group must respect and apply in their external relations with all
commercial, business and financial third-parties;
• the main ways of implementing the Code within the corporate structure.
The introduction of an organisational, management and control model under Legislative Decree no.
231/2001, is a reason for exempting the Company from the responsibility of committing the type of
crimes under the Decree and is an act of corporate responsibility by the Company that generates
benefits for all Company stakeholders: executives, employees, creditors and any other person or
entity with interests linked to the destiny of the Company. In addition, the effectiveness of adopting
a management system in accordance with Decree Law 231/2001 could have a concrete contribution
to the achievement of strategic objectives and improved structural cost management.
The introduction of a system that oversees management activities, together with the preparation and
dissemination of ethical principles, improves the already high behavioural standards of the
Company and fulfils the legal requirements as it governs the behaviour and decisions of those who
are required to act on a daily basis on behalf of the Company in compliance with the
aforementioned ethical principles and standards of behaviour
37
Following its approval of the Model Code of Ethics on 24 March 2011, the Board of Directors, on
14 November 2012 approved an amendment to the Model with the inclusion of certain
environmental offences and other offences relating to the employment of illegal immigrants.
It should also be noted that on 19 February 2013, the Board of Directors approved a further revision
of the Model incorporating offences relating to bribery and corruption between private individuals,
acknowledging in the first instance the provisions of article 319 quater of the penal code and in
accordance with the provisions of article 2635 of the Italian Civil Code.
The existence of a Guarantor is confirmed in accordance with article 9 of the Code of Ethics. The
Guarantor is made up of three members of which the majority are independent.
During 2011, the project to implement an organisational, management and control model was
completed. The work of finalising the system to ensure compliance with Legislative Decree 231/01,
involved the following stages in arriving at the full definition:
– identification of risks and protocols;
– adoption of certain general instruments of which the most important was a Code of Ethics
relating to infringements of Legislative Decree 231/2001 and a related disciplinary system;
– identification of criteria for the selection of the Supervisory Body, definition of its
requirements, powers, and duties and reporting obligations.
– During the 2012 financial year, specific control and consultancy activities were finalised
both through the revision of the existing model and through the establishment of a
management and prevention measure plan through the definition of procedures, as well as
through critical analysis and incorporation of information flows from the Supervisory Body.
Interventions by the Supervisory Body were minuted on six different occasions during the
year. Finally, in completion of the activities regarding system planning and control, several
meetings were held with the relevant key officers of the various corporate departments.
– The organisational model, which comprises a General Section – regarding the overall
corporate organisation, the project to construct the Model, the Supervisory Body,
disciplinary measures and training and communication – and a Special Section, giving
details of the implementation of the principles described in the General Section that the
Company has decided to take into consideration given the nature of its operations
– It should be noted that the organisational model in accordance with Legislative Decree no.
231/2001, is available in summary form on the Company website, www.trevifin.com /
corporate governance / Articles of Association and Corporate Codes
At the date of the present report the members of the Supervisory Body are:
- Ms. Letizia Guidi – Chairperson
- Ms. Valentina Novello
38
- Mr Pio Franchini – internal member.
The Supervisory Body may avail itself of the services of specific dedicated employees within
the Company; it has its own rules, approved by the Board of Directors, which has also provided
it with specific and appropriate financing to ensure its operation, supervision and ability for
ordinary and extraordinary intervention as required
11.4 AUDIT COMPANY
The Shareholders’ Meeting of 29 April 2008 appointed the audit company, Reconta Ernst & Young
S.p.A., for the financial years 2008 to 2016 to:
1. audit the Financial Statements and the Consolidated Financial Statements of TREVI –
Finanziaria Industriale S.p.A. for each of the nine years from the end of the reporting period
of 31 December 2008 to the end of the reporting period of 31 December 2016, pursuant to
Article 156 of Legislative Decree 58/1998
2. verify compliance with Article 155, paragraph 1, letter a) of Legislative Decree 58/1998;
3. limited auditing of the First Half Financial Statements (Parent Company and Consolidated)
for each of the nine first half semesters with accounting dates from 30 June 2008 to 30 June
2016 of TREVI – Finanziaria Industriale S.p.A.;
4. carry out verifications of the signature of tax declarations (Single declaration and 770
simplified declaration) for the financial years 2008-2015.
The Shareholders’ Meeting of 29 April 2011 approved the proposal of the Board of Statutory
Auditors under Article 13 of Legislative Decree 39/2010, to increase the remuneration paid for
the audit for the 2011 – 2016 periods.
11.5 MANAGER RESPONSIBLE FOR PREPARING THE COMPANY ACCOUNTS
In compliance with the Company Articles of Association, the Board of Directors appointed, with
prior approval of the Board of Statutory Auditors, a Manager responsible for preparing the
Company accounts.
The Board of Directors gives the Manager responsible for preparing the Company accounts the
necessary power and means to carry out his/ her responsibilities pursuant to enacted law and
regulations.
The Manager responsible for preparing the Company accounts must possess:
– long-term experience in administration and accounting;
– the requisites of good standing required by law for the office of administrator.
39
At the meeting of 14 May 2007, the Board of Directors appointed Mr Daniele Forti as Manager
responsible for preparing the Company accounts; Mr Forti is also the General Director of
Administration, Finance and Control of the Group.
During the 2012 financial year, as part of the commitment to continuous improvement and to ensure
that corporate procedures are constantly relevant to continuously evolving corporate circumstances,
it was decided to continue the process of reviewing the procedures in accordance with law 262/05,
and a mandate was granted to Ernst & Young Advisory S.p.A. to carry out a review of the existing
procedures and make suggestions to improve them, the completion of mapping of the relevant risk
sensitive processes and the formalisation of procedures governing these processes; this project was
begun in the second half of 2012 and remains on course for completion in 2014.
The Manager responsible for preparing the Company accounts participated in all of the Board
Meetings and all periodic meetings of the persons involved in the internal audit and risk
management system as detailed in paragraph11.6.
11.6. COORDINATION OF PERSONS INVOLVED IN INTERNAL AUDIT AND RISK
MANAGEMENT
As reported in previous sections of the present report, on 14 November 2012 the Company adopted
the December 2011 edition of the Self-Regulatory Code. At the present date the Issuer has provided
for the co-ordination of the various parties involved in the internal audit and risk management
system (the Board of Directors, the Director responsible for internal audit and risk management, the
Committee for Control and Risks, the Internal Audit Manager, the Manager responsible for
preparing the Company accounts, and the Board of Statutory Auditors) (Principle 7.P.3.), through
periodical meetings, at least on a six-monthly basis; including the participation, at least partially or
occasionally, of the independent auditors. It is the custom and practice that the minutes and all
documents prepared by individuals involved in the internal audit and risk management system are
shared with and sent to the Board of Directors.
12. DIRECTORS’ INTERESTS AND RELATED-PARTY
TRANSACTIONS
Regarding related-party transactions and, in particular, conflicts of interest involving the Managing
Directors, who are members of the Trevisani family, the majority shareholder of the Company, the
Company has always followed best practice with the Board of Directors taking decisions without
those Directors that have a conflict of interest being allowed to vote and without their presence for
that part of the meeting when the matter giving rise to a conflict of interest is discussed; for specific
transactions of material interest, the Board of Directors requests an independent Director to act, just
for that specific matter, on his own account and with the ability to request expert and technical
valuations on the advantages of the transaction and to establish its fair value
40
During the financial year, with the approval of the Board of Directors given at its meeting on 26
November 2010, the Company adopted procedures for related-party transactions as required under
Article 2391 bis of the Italian Civil Code, of the Rule governing Related-Party Transactions
adopted by Consob Resolution no. 17,221 of 12/03/2010, as amended and clarified with subsequent
Communications, without prejudice to the provisions of Articles 2497 ter and 2391 of the Italian
Civil Code and Article 114, paragraph 1, Legislative Decree 24 February 1998, no. 58 and
appointed a Committee for Related-Party Transactions, details of which have been provided in
another section of this Report.
The procedures for related-party transactions are available on the Company website,
www.trevifin.com.
13. APPOINTMENT OF STATUTORY AUDITORS
The Board of Statutory Auditors is composed of three standing Statutory Auditors and two
supplementary Statutory Auditors appointed by the Shareholders’ Meeting in the way described
below and it also determines the remuneration of the Chairman and the standing Statutory Auditors.
They are appointed for three financial years and may be re-elected.
The Statutory Auditors must possess the necessary qualifications under the law, the Company
Articles of Association and the provisions of other applicable regulations.
The appointment of the Board of Statutory Auditors is done on the basis of lists presented by
shareholders, who at the time they present the list, have the right to vote on the relevant proposals in
Shareholders’ Meetings in the way and within the limits described below.
The candidates on each list are numbered sequentially. Each list is made up of two sections: one for
candidates for the office of standing Statutory Auditor and the other for candidates for the office of
supplementary Statutory Auditor. The list must contain at least one candidate for standing Statutory
Auditor and one for supplementary Statutory Auditor and may have up to a maximum of three
candidates for standing Statutory Auditor and two for supplementary Statutory Auditor
The lists presented by the shareholders must be deposited, as indicated in the notice of the
Shareholders’ Meeting, at the registered office of the Company twenty-five days prior to the date of
the first convocation of the Shareholders’ Meeting called to deliberate the appointment of the
members of the Board of Statutory Auditors and must be publicly available at the registered office
of the Company, on the Company website and in any other way required by enacted law and
regulations, at least twenty-one days prior to the date of the Shareholders’ Meeting, unless provided
differently in law and by regulations.
In accordance with article 144-sexies of the Issuers Regulations issued by Consob, with regards to
the election of minority Statutory Auditors, in the event that twenty-one days prior to the date set
for the Shareholders’ Meeting only one list has been presented for election to the Board of Statutory
41
Auditors or where only lists presented by Shareholders who are defined as related by article 144-
quinquies of the aforementioned Regulation, lists for nominations to the Board of Statutory
Auditors may be presented up to the third day following the aforementioned date. In these
circumstances, the required legal threshold for the presentation of Lists for appointment to the
Board of Statutory Auditors is reduced to half the usual level (i.e. 1.25%)
Each shareholder, shareholders that are part of a shareholder agreement pursuant to Article 122 of
Legislative Decree 24 February 1998 no. 58, the controlling shareholder, the subsidiaries and
companies subject to common control pursuant to Article 93 of Legislative Decree 24 February
1998 no. 58, may not present or combine to present, neither through a third-party nor a trust
company, more than one list nor may they vote, neither through a third-party nor a trust company,
for more than one list. Each candidate may only appear on one list at the risk of being declared
ineligible. Assent or votes given in violation of this prohibition will not be attributed to any list.
Those who may legitimately present lists are shareholders who either singly or with other
shareholders own a percentage of shares considered under law and enacted regulations necessary
for the election of the members of the Board of Directors of the Company
Appropriate certification given by an intermediary recognised under the law attesting the ownership
of the minimum number of shares necessary to present a list must be provided when the list is
deposited at the registered office of the Company or at a later date as long as it is within the time
required for the list to be published by the Company.
Each list must be accompanied, within the aforementioned time, by (i) the declarations in which
each candidate agrees to be a candidate and states, on their own responsibility, that there is no
reason that would make them ineligible or incompatible and that they meet the necessary
requirements for accepting their respective appointments, including that stating that the number of
positions permitted by law and enacted regulations has not been exceeded (ii) a curriculum vitae for
each candidate giving full details of his/her personal and professional qualifications, as well as (iii)
any other information required by the provisions of law and regulations, which will be included in
the notice of the Shareholders’ Meeting
a) lists for appointments to the Board of Statutory Auditors with regards to the election of minority
Statutory Auditors must be accompanied, in accordance with article 144 sexies, paragraph 4, of the
Regulations for Issuers produced by Consob, by all information regarding the identity of the
shareholders presenting the lists, with an indication of the total percentage of their shareholding and
by a declaration by the presenting shareholders attesting to the inexistence of any relationship
between them as defined in article 144-quinquies of the Issuers’ Regulations published by Consob;
b) minority lists for appointments to the Board of Statutory Auditors must be presented in
accordance with the recommendations made by Consob Communication no. DEM/9017893 of 26
February 2009 and, therefore, the declaration stipulated in the preceding section a) must contain the
information regarding the following:
- any existing relationships, if significant, with shareholders who hold, individually or jointly,
a controlling shareholding or relative majority. In particular, it is recommended that
disclosure of the aforementioned relationships should include at least those described in
42
point 2 of the stated Consob Communication. Alternatively, the inexistence of any
significant relationships must be indicated.
- the reasons why any such relationships are not considered to come within the parameters of
the definition of significant relationships as given in article 148, paragraph 2, Consolidated
Finance Act and article 144-quinquies of the Issuers’ Regulations published by Consob.
Appropriate certification released by a qualified intermediary attesting the ownership of the number
of shares necessary to present a list must be provided when the list is delivered or at a later date as
long as it is within the time required for publication of the lists by the Company.
Any lists presented that do not meet the above requirements will be deemed not to have been
presented.
All those entitled to vote may only vote for one list
Lists may not include candidates who are ineligible or incompatible or who are not in possession of
the requirements established by law or whose total number of positions held exceeds the limits
established by law and the relevant regulations.
It should be noted that appointments to the Board of Statutory Auditors must be carried out with
due respect for the regulations governing gender balance and, therefore, in accordance with the
binding criteria regarding divisions of positions between gender groups. Shareholders who intend to
present a list of candidates for appointment to the Board of Statutory Auditors, either as Standing
Statutory Auditors or as Supplementary Statutory Auditors, are therefore requested, when lists are
composed of an even number of candidates, or more than three candidates, to put forward as
candidates for the role of Standing Statutory Auditor candidates of different gender and, specifically
to ensure that the number of candidates of the less-represented gender represents at least one-fifth of
the total number of candidates presented.
The Statutory Auditors are elected as follows:
1. Two standing Statutory Auditors and one supplementary Statutory Auditor will be appointed in
the sequence of the relevant sections of the list that obtains the greatest number of votes in the
Shareholders’ Meeting;
2. The remaining Standing Statutory Auditor and the remaining supplementary Statutory Auditor
will be appointed on the basis of the sequence in which the candidates are listed in the sections of
the Minority List that received the most votes in the Shareholders’ Meeting
If equal numbers of votes are cast for different minority lists, the candidates will be appointed from
the list presented by the shareholders representing the largest number of shares or, failing that,
presented by the largest number of shareholders.
If, at the conclusion of the voting process and the procedures mentioned above, the minimum quota
of the less-represented gender required by the relevant applicable regulations remains unfulfilled,
the candidate for Standing Statutory Auditor belonging to the more-represented gender who is
elected last in numerical order on the Majority List, will be substituted by the immediate next
43
available candidate for Standing Statutory Auditor on the same Majority List belonging to the less-
represented gender. In the absence of candidates belonging to the less-represented gender on the
Majority List, the unfilled position of Standing Statutory Auditor belonging to the less-represented
gender will be elected by the Shareholders’ Meeting using a legal majority.
The Chairperson of the Board of Statutory Auditors is the person at the head of the Minority List.
The appointment will lapse should the circumstances provided in applicable law and if the legal
requisites for the appointment no longer exist.
A Statutory Auditor is replaced by the supplementary Statutory Auditor from the same list that the
former was appointed from.
Should both the standing Statutory Auditor and the supplementary Statutory Auditor from the same
list leave office, the candidate next in line on that same list will be appointed or, if there is no other
candidate, the first candidate on the minority list which received the second highest number of votes
will be appointed.
When substitution gives rise to a requirement to reinstate the minimum balance between genders as
required by the relevant laws, the aforementioned mechanism for substitution must operate in such
a way that the incoming Supplementary Statutory Auditor belonging to the appropriate list also
belongs to the less-represented gender. If the aforementioned mechanism for substitution prevents
compliance with the relevant applicable regulations regarding gender balance, a Shareholders’
Meeting must be convened at the earliest opportunity to fill, using legal majority, the vacant
position of Standing Statutory Auditor in accordance with the aforementioned applicable
regulations governing gender balance without prejudice to the principle of minority representation.
If only one list is presented or if no list is presented, the Shareholders’ Meeting will make the
appointments using legal majorities and in full compliance with the relevant applicable regulations
governing gender balance.
For further information please refer to article 32 of the Company’s current Articles of Association
which are published in the following section of the Company website www.trevifin.com / corporate
governance / Articles of Association and Codes.
The Shareholders’ Meeting called for 29 April 2013 in first convocation and, if necessary, on 30
April in second convocation, will be asked to approve item five on the agenda regarding
“Appointment of the Board of Statutory Auditors and of the Chairman of the Board of Statutory
Auditors for the financial years 2013, 2014 and 2015 and to determine their remuneration. To
address all matters or issues arising therefrom”. The Board of Directors, in accordance with the
relevant regulations, has prepared an explanatory report regarding this item on the agenda which,
from 19 March 2013, is available in the investor relations section of the company website
www.trevifin.com and at Borsa Italiana.
44
14. STATUTORY AUDITORS (ex Article 123-bis, paragraph 2, letter
d of the Consolidated Finance Act - TUF
At the Shareholders’ Meeting of 29 April 2010, at which a list was presented by the controlling
shareholder, the Board of Statutory Auditors was appointed for the financial years 2010, 2011 and
2012 or until approval of the Financial Statements at 31 December 2012; it is composed of three
standing Statutory Auditors and two supplementary Statutory Auditors:
– Chairman: Mr. Adolfo Leonardi
– Standing Statutory Auditor: Mr. Giacinto Alessandri
– Standing Statutory Auditor: Mr. Giancarlo Poletti
– Supplementary Statutory Auditor: Mr. Giancarlo Daltri
– Supplementary Statutory Auditor: Ms. Silvia Caporali
The Board of Statutory Auditors was elected by 99.9% of the capital participating in the vote.
The curricula vitae detailing the personal and professional qualifications, the declarations of
acceptance of each candidate and those stating the inexistence of any cause of ineligibility or
incompatibility, the possession of the necessary professional requirements and those of good
standing required by enacted law, as well as the existence of the legal and statutory requirements,
have been deposited at the registered office of the Company.
The Shareholders’ Meeting approved annual remuneration of Euro 30,000.00 for the Chairman of
the Board of Statutory Auditors and annual remuneration of Euro 20,000.00 each for the standing
Statutory Auditors
On the first possible occasion following its appointment, the Board of Statutory Auditors verified
the independence of its own members, analysing the requirements of Article 148, paragraph 3 of the
Consolidated Finance Act and all the provisions of the Self-regulatory Code; the verification was
repeated in the 2012 financial year and confirmed the existence of the requisite independence its
members
In 2012, the Board of Statutory Auditors met twelve times for an average of two and a half hours
per meeting; the Board of Statutory Auditors was present at the seven meetings of the Board of
Directors as follows:
– Chairman: Mr. Adolfo Leonardi 100%;
– Standing Statutory Auditor: Mr. Giacinto Alessandri 100%;
– Standing Statutory Auditor: Mr. Giancarlo Poletti 71.4%.
In the 2012 financial year, as part of its activities, the Board of Statutory Auditors, among other
things, verified the existence of the independence of those Directors appointed as independent
45
Directors; prepared the summary Report of the supervisory activities carried out in accordance with
Consob communication no. 1025564 of 6 April 2001, as subsequently amended, and in particular,
Consob communication no. DEM/6031329 of 7 April 2006.
In the 2012 financial year, the Board of Statutory Auditors received no communication and/or
statements from shareholders
Four meetings have to date been scheduled for the 2013 financial of which three have already taken
place
The standing and supplementary Statutory Auditors do not hold any positions as Directors or
Statutory Auditors in other companies listed on organised markets.
The Company requires that any Statutory Auditor having him/herself, or on behalf of a third party,
an interest in a specific transaction of the Issuer must give timely and full information of such an
interest, including the nature, terms, origins and amount, to the other Statutory Auditors and the
Chairman of the Board of Directors (Applicable Criteria 10.C.4).
The Board of Statutory Auditors supervised the independence of the audit company verifying, in
accordance with the relevant provisions of law, the services and their extent, other than the auditing
of the Financial Statements, provided to the Issuer and its subsidiaries by the same audit company
and by entities belonging to the same group (Applicable Criteria 10.C.5.).
In carrying out its duties, the Board of Statutory Auditors has worked with the Committee for
Control and Risks and, together with the latter, has maintained a constant exchange of information
through the participation of the Chairman of the Board of Statutory Auditors at the meetings of the
aforementioned Committee and through joint meetings when the matters under discussion and the
company executives interviewed were of common interest for their respective responsibilities
(Applicable Criteria 10.C.6. and 10.C.7). The same was done with the Head of Internal Audit and
the Manager responsible for preparing the Company accounts
15. RELATIONS WITH SHAREHOLDERS
In order to promote a continuous dialogue with shareholders and, in particular, institutional
investors, the Company has appointed a person responsible for financial communication (Head of
Investor Relations) who is also in charge of making Company information (Financial Statements,
reports, press releases) available on the Company website (www.trevifin.com) both in Italian and in
English.
The contact information for Investor Relations is:
– Mr. Stefano Campana (Investor Relations & Finance Manager) Tel. 0547-319411
– Mr. Josef Mastragostino (Investor Relations) Tel. 0547-319448
– Ms. Cristina Trevisani (Investor Relations) Tel. 0547-319528
– Fax: 0547 - 319313
46
– E mail: [email protected]; [email protected]; [email protected]
In 2012, Investor Relations activities primarily involved:
• Meetings with 410 financial investors and analysts
• Six visits for investors to the production sites of Cesena and Piacenza
• Four roadshows
• Three conference calls following the announcement of results
• Participation at the “Small-Mid Caps Symposium” organized by Goldman Sachs
• Two presentations to the financial community held at Borsa Italiana in Milan
• One meeting with the local financial community for the 2011 Financial Statements
• One meeting of Investor Relations managers of FTSE MIB companies at Kepler Milan
• Participation in the “European Engineering and Construction Conference”
• Two participations in European Mid-Cap Company conferences
• Fifteen visits to financial centres including: London, New York, Boston, Frankfurt, Paris,
Edinburgh, Milan, Amsterdam, Geneva, Zurich, Stockholm and Copenhagen
During 2012 the Investor Relations department introduced further organisational improvements:
• It conducted a detailed analysis to identify a target base of investors.
� Made a study of the investment portfolios of leading investment companies
� Identified those funds with significant holdings in competitor companies
� Compiled a list of investors with a high potential for investment
• Increased the financial and data analysis of direct competitors and of the reference market
• Strengthened pre-existing contacts with investors who, during the year, increased their
shareholdings in TREVI - Finanziaria Industriale (TFI.MI).
• Made initial contact with new and potential investors
• Increased conference calls with new investors
• Widened the analyst coverage of the stock with an analysis by Kepler Capital Markets
(initiated in February 2012)
• Awaiting initiation of coverage by Berenberg Bank
• Organised visits for new investors to the manufacturing facilities
• Increased the monitoring of consensus opinion in the market
The Company organises periodic meetings with institutional investors and, together with AIAF (the
Italian Association of Financial Analysts) at the Italian stock exchange in Milan, gives six-monthly
presentations to the financial community on the annual and interim results of the Company and the
strategies of its main business sectors.
47
To enhance its dialogue with shareholders, in 2012, the Company increased the number of
conference calls conducted in English, and made a dedicated presentation available on its website.
The Investor Relations officer further enhanced the conference call arrangements for analysts by
preparing a transcript of questions and providing the participants in the conference call with the
scripts. Further improvements are being made to the Q&A session that follows each conference call
with targeted contributions by the Investor Relations manager being made during the Conference
Call.
Participation in the conference calls was high and, in 2013, four conference calls are scheduled as
part of the corporate calendar; these will be held after the Board Meetings for the full-year and
interim Financial Statements.
The content of the institutional area of the website was expanded with the INVESTOR KIT section,
which collates the main Group financial information. This new interactive instrument allows users
easy access, through a single download, to the most recent Group financial information, recordings
of conference calls and the corporate video. This new function is widely used by the financial
community and was disseminated via a large e-mailing that raised the profile of the Group
In order to enhance the market position of TREVI - Finanziaria Industriale S.p.A., the Investor
Relations Team (in collaboration with the Group Financial Management team) utilises two new
financial platforms (Thomson Reuters Eikon + Thomson One IR) to carry out dedicated sector
analyses, to identify new and potential investors and to disseminate corporate information. Amongst
the activities carried out, an interactive map was prepared for the planning of roadshows which
allowed for the classification of the markets and investors most likely to be interested in investing in
the Company.
The Company is covered by the Equity Research departments of several of the leading Italian and
foreign investment banks. The details of the banks, analysts, their recommendations and target
prices for the stock are given on the relevant page in the investor relations section of the Company
website: www.trevifin.com.
The Company aims to follow the guidelines for communications laid down in the “Guide for
information to be given to the market” prepared by Forum ref. and Borsa Italiana.
During the 2012 financial year, the Investor Relations department, in accordance with the
publication of the European directive on Transparency prepared all the activities necessary for the
dissemination of all “Regulated Information” via the SDIR-NIS system of BLT Market Services, a
company belonging to the London Stock Exchange Group. From this year, in accordance with
article 153 of the Issuers Regulations published by Consob, the dissemination via SDIR-NIS of
press releases and notices required by the Issuers Regulations obviates the need to send to Consob
the material disseminated in this way.
The FTSE MIB index rose during 2012 to end the year 7.8% higher at 31 December 2012 than at 1
January 2012.
48
In the first part of 2012, TREVI - Finanziaria Industriale S.p.A. shares continued to outperform the
market reaching a maximum price of Euro 6.48 per share. The share price at the year-end was Euro
4.04 per share, which represented a decline of 23.4% from the start of the year.
In 2012, the average daily traded volume was 406,608 shares whilst the total volume of shares
traded in the year was approximately 102,871,851 shares.
16. SHAREHOLDERS’ MEETINGS (ex Article 123-bis, paragraph 2,
letter c) of the Consolidated Finance Act - TUF
The deliberations of the Shareholders’ Meetings, together with the provisions of law and the
Company Articles of Association are binding on all shareholders.
The Shareholders’ Meeting is ordinary and extraordinary as provided by law.
The Ordinary Shareholders’ Meeting decides on matters that are its responsibility in law and under
the Company Articles of Association.
The ordinary Shareholders’ Meeting has exclusive responsibility for the following:
– approving the Financial Statements;
– appointing and removing the Directors;
– appointing the Statutory Auditors and the Chairman of the Board of Statutory Auditors and
those responsible for the audits;
– determining the remuneration of the Directors, of the Statutory Auditors and those
responsible for the legal audit of the financial statements;
49
– deciding the responsibilities of Directors and Statutory Auditors.
In addition, the Shareholders’ Meeting may:
– approve the eventual procedure for the Shareholders’ Meetings;
– authorise the administrative acts under Article 23, paragraph 2 of the Company Articles of
Association.
The extraordinary Shareholders’ Meeting is responsible for:
– changes to the Company Articles of Association, except as provided by Article 23,
paragraph 3) of these Articles;
– the appointment, replacement and definition of the powers of liquidators;
– any other matters that are its responsibility in law and under the Company Articles of
Association.
A Shareholders’ Meeting is convened at least once a year by the Board of Directors and within one
hundred and twenty days of the end of the reporting period or within one hundred and eighty days if
the Company is obliged to prepare Consolidated Financial Statements or when there is a particular
need regarding the structure and business purpose of the Company
Following prior communication to the Chairman of the Board of Directors, a Shareholders’ Meeting
may be convened by a minimum of two members of the Board of Statutory Auditors.
The Directors must convene the Shareholders’ Meeting without delay when shareholders
representing at least one twentieth of the share capital request it and when the request also indicates
the matters to be discussed and when the shareholders requesting the meeting, in accordance with
the law, have prepared a report on the matters to be discussed
The Shareholders’ Meeting may be held in a location that is not the registered office of the
Company as long as it is in Italy.
The Shareholders’ Meeting is convened through a notice that includes information on the date, time
and place of the meeting, the agenda and any other indications required by law, and is published in
accordance with the provisions of law on the Company website and in all other ways required by
enacted law and regulations
The notice may also give the date of second or further convocations of the Shareholders’ Meeting to
be held should the preceding meeting not be legally constituted. Second or further convocations of
the Shareholders’ Meeting must be held within thirty days of the date set for the first convocation of
the Shareholders’ Meeting. The notice of the Shareholders’ Meeting may indicate no more than
two further dates for the Shareholders’ Meeting following that for the second convocation.
Further convocations of the Shareholders’ Meeting may not be held on the same day as the
preceding convocation of the Shareholders’ Meeting.
50
Both ordinary and extraordinary Shareholders’ Meetings are validly constituted and meet in first,
second and third convocations with the majorities respectively provided for by law.
Shareholders who represent one third of the share capital represented at the Shareholders’ Meeting
have the right to postpone the Shareholders’ Meeting for not more than five days if they declare that
they are insufficiently informed on the items on the agenda.
Those who may legitimately attend Shareholders’ Meetings are those with voting rights, under the
provisions of applicable and enacted law, and for which the Company has received, within the time
limits under enacted law, the necessary communication from the intermediary qualified to testify to
the aforementioned legitimacy.
Shareholders’ Meetings may also be held by videoconference as provided under Article 17 of the
Company Articles of Association.
Those holding voting rights, under the provisions of applicable and enacted law may, in accordance
with Article 2372 of the Italian Civil Code and the provisions of Articles 135-novies and following
of Legislative Decree 24 February 1998 no.58 and related laws, exercise votes by proxy and solicit
proxy votes, through written proxies or those communicated electronically. Electronic notification
of a proxy, unless required otherwise by relevant law or regulations, must be done through certified
e-mail and under the terms indicated in the notice of the Shareholders’ Meeting.
It is the responsibility of the Chairperson of the Shareholders’ Meeting to ascertain the right of
attendance at the meeting of each shareholder present and that the provisions of law concerning
proxies are observed.
Given the limited number of shareholders present at Shareholders’ Meetings, which has always
ensured that the conduct of the meeting and representations made by those present on subjects for
deliberation have always been orderly, the Company has not introduced rules regulating
Shareholders’ Meetings.
It should be noted that at the Ordinary Shareholders’ Meeting of 27 April 2012 the shareholders
were given adequate information regarding the adherence to the Self-regulatory Code for listed
companies; the shareholders present were offered a guided visit of the production facilities in
Cesena; the aim of this initiative was to give a full understanding of the Company and to provide a
special occasion for the Company and its shareholders to meet and exchange ideas.
The Board of Directors, in order to ensure that shareholders receive adequate information on all
aspects of issues on which they are asked to deliberate in Shareholders’ Meetings, makes available
to shareholders all the documentation and reports relevant to the agenda of the meetings by sending
them to Borsa Italiana S.p.A. and by making them publicly available on the Company website
within the time requirements under enacted law.
51
17. OTHER CORPORATE GOVERNANCE PROCEDURES (ex
Article 123-bis, paragraph 2, letter a) of the Consolidated Finance Act -
TUF
There are no corporate governance procedures other than those described above.
18. CHANGES SINCE THE END OF THE REPORTING PERIOD
As already indicated in a section of the Report of 1 March 2013, an internal audit department was
that will operate with the support of the head of internal audit and risk management.
Cesena, 22 March 2013 On behalf of the Board of Directors
(The Chairman Davide Trevisani)
52
SUMMARY TABLES
53
Table 1: Information on corporate structure
N° shares % of total
share capital
Listed
(indicate
markets) /
unlisted
Ordinary
Shares 70,194,300 100% ordinary
Shares with Restricted voting
rights - - -
Non-voting
shares
- - -
Listed
(indicate
markets) /
unlisted
No. securities in
circulation
Category of
shares subject to
conversion/
exercise
No. shares
subject to
conversion
/
exercise
- - - -
-
OTHER FINANCIAL INSTRUMENTSI (attributing the right to subscribe for newly issued shares)
-
SHARE CAPITAL STRUCTURE
Rights and obligations
-
-
54
TABLE 2: COMPOSITION OF THE BOARD OF DIRECTORS AND COMMITTEES IN 2012
NOTE:
*M/m in this column indicates whether the member was appointed from the majority list (M) or from a minority list (m)
** This column shows the percentage of meetings of the Board of Directors and Committees attended by Directors (no. of times present/ no. of meetings held in the period of the appointment of the member).
*** This column shows the number of directorships or appointments as Statutory Auditor held by the person in other companies listed on organised markets, also foreign, in financial institutions, banks, insurance
companies and companies of a material size. Table 3 gives details of the positions held.
**** X” in this column indicates membership of the Board of Directors or of a Committee.
%
**
Chairman and
Managing Director
Trevisani
Davide M x 100% -
Deputy Chairman ande
Managing Director
Trevisani
GianluigiM x 100% -
Managing DirectorTrevisani
CesareM x 100% -
Managing DirectorTrevisani
StefanoM x 100% -
Director Bocchini
EnricoM x x x 100% - x 100% x 100% x 100%
Director Moscato
Guglielmo
(3)
M x x x 57.1% 3 x x x
Director Mosconi
Franco (1)M x x x 100% 1 x 57% x 100% x 100%
Director Mondardini
Monica (2)x x x 100% 3
Director Pinza
RiccardoM x x x 100% 1 x 100% x 100% x 100%
Director Teodorani
Fabbri PioM x x x 71.4% 2
CPC: 3
**** **
Number of meetings during Period under review
CdA:7 CCI: 7 CR: 2
Quorum required for the presentation of lists, on occasion of latest appointment: 2.5% of the share capital
Non
executive
Independent
Self-Reg Code
Related Party Transactions
Committee (CPC)
**** **Lista
(M/m)*
Board appointed
At A.G.M.
Of 29 April
2010 for the
Periods 2010
2011 2012. The Board of
Directors
therefore
expires
On approval
of accounts
to 31 Dec.
2012
Board of DirectorsRisk Management
Committee
i (CCR)
Remuneration Committee
(CR)
Position Member Duration of
appointment
Executive Independenti
T.U.F.
Number of
other positions
***
**** **
55
DIRECTORSHIPS OR APPOINTMENTS AS STATUTORY AUDITOR HELD BY EACH DIRECTOR IN OTHER COMPANIES LISTED ON ORGANISED
MARKETS, ALSO FOREIGN, IN FINANCIAL INSTITUTIONS, BANKS, INSURANCE COMPANIES OR COMPANIES OF A MATERIAL SIZE:
Other activities under art.1.3 Of the Self-regulatory Code
Davide Trevisani ---
Gianluigi Trevisani ---
Cesare Trevisani ---
Stefano Trevisani ---
Enrico Bocchini ---
Non-executive director of Gas Plus S.p.A. of which also a member of the Strategic E&P Committee.
Member of the Advisory Committee of CANOEL
International Energy, registered office, Calgary - listed on the
Canadian Stock Exchange
Member of the Board of Directors of OAO Lukoil,
Moscow (Russia)
Franco Mosconi Member of the Board of Directors of Banca Monte Parma
(Gruppo Intesa Sanpaolo S.p.A.)
Monica Mondardini
Chief Executive and Managing Director of Gruppo
Editoriale l'Espresso S.p.A. Independent Director of
Atlantia S.p.A. Independent Director of Credit Agricole
S.A.
Riccardo Pinza Standing Statutory Auditor of IMA S.p.A.
Deputy Chairman of Exor S.p.A.
Independent Director of Allianz S.p.A..
Amongst the positions held in non-quoted companies
Member of the steering committee of Assonime
(1) This director submitted his resignation effective from 1 June 2012; he attended three meetings of the Board of Directors
during the financial year(2) This director was co-opted at the Board meeting of 14 November 2012 in accordance with Article 2386 of the Italian Civil Code
and will remain in office until the next Shareholders’ Meeting .
She attended one board meeting during the financial year
Name & surname
Guglielmo Moscato
Pio Teodorani Fabbri
56
Table 3: Composition of the Board of Statutory Auditors in 2012
Position Member
Duration of
appointment List
Independence
under the Code Percentage of
attendance at meetings
of the Board of
Statutory Auditors *
No. of other
appointments
**
Chairman Adolfo Leonardi Board of Statutory
Auditors appointed
by the
Shareholders’
Meeting of 29
April 2010 for the
2010, 2011 and
2012 financial
years; its
appointment ends
with the approval
of the Financial
Statements at 31
December 2012
majority x 100% 31
Standing Statutory
Auditor Giacinto Alessandri majority x 100% 3
Standing Statutory
Auditor Giancarlo Poletti majority x 100% 11
Supplementary
Statutory Auditor Giancarlo Daltri majority x - 4
Supplementary
Statutory Auditor Silvia Caporali majority x - 6
Number of meetings held in the 2012 financial year: 12
Quorum required by non-controlling shareholders to present lists for the appointment of one or more of the Statutory Auditors (ex
Article 148 of the Consolidated Finance Act): under the Company’s Articles of Association, only those shareholders who singly or
with other shareholders represent at least 2.5% of the share capital have the right to present lists.
NOTES * Percentage refers to the number of meetings attended by each Statutory Auditor from the time of appointment and until the appointment ends (no. of times present/no. of
meetings held during the period of the mandate of that person).
** This column shows the number of directorships or appointments as Statutory Auditor held by the person pursuant to Article 148-bis of the Consolidated Finance Act. In
accordance with Article 144-quinquiesdecies of the Consob Listing Rules, a complete list of appointments held in other companies is published by Consob on its website.
