Корпоративное управление

Corporate documents

Governance structure

BOARD OF DIRECTORS

The Board of Directors – in addition to the powers it is granted with by law and by the By-laws – shall have exclusive competence over the most important decisions from an economic and strategic profile and in terms of structural incidence on the management, as well as over the decisions functional to the monitoring and direction of the Company and of the Group.
Executive Chairman – Nicola Piovan (***)
Mr. Piovan was born in Padua on September 24, 1963, he graduated in Business Economics from Bocconi University in 1990. Between 1991 and 1993 he worked for PMP S.r.l., a company operating in the blowing and molding of bottles for cosmetics, initially as Sales Manager and then as General Manager. Subsequently, he carried out training in all departments of PiovanGroup, becoming General Manager in 1997, Chief Executive Officer in 2002 and Sole Director in 2011. From 2008 to 2013 he was a member of Assocomaplast, an association that brings together the most important Italian manufacturers of machinery, auxiliary equipment and molds for the processing of plastics and rubber. He has also been a board member of the Association of Industrialists of Venice. In 2019, he has been awarded with the title of “Cavaliere del Lavoro” (Knight of Labour, Italy’s highest civilian honour), by the President of the Italian Republic, Sergio Mattarella.
Chief Executive Officer – Filippo Zuppichin
Mr. Zuppichin was born in Latisana on December 24, 1968, he graduated with honors in Electronic Engineering from the University of Padua in 1993 and began his career at Italtel S.p.A – Hewlett Packard as a software developer for the communications sector. From 1995 to 2000 he worked for the Swedish multinational Electrolux, in the Professional division, working in Göteborg (Sweden), London and Pordenone (Italy), holding various positions in the Research and Development and Product & Marketing sectors until in 1999, when he was appointed assistant to the Executive Chairman of Electrolux Professional S.p.A. In 2000 he became, based in Budapest, General Sales & Marketing Manager for Europe in the Food & Beverage division at Carrier Corporation, contributing during the period to the doubling of the turnover and consolidation of profits. In 2006 he joined Piovan Group as Group Managing Director and contributed to the company's growth from 72 million turnover at the time to its current size. Since 2018 he has held the position of Chief Executive Officer of Piovan S.p.A..
Independent Director – Marco Maria Fumagalli (*) (**)

Mr. Fumagalli was born in Bergamo in 1961, he graduated with honours in Business Economics from the Università Cattolica in Milan in 1987. In 1993, he qualified as chartered accountant and has been registered in the Register for Statutory Auditors since 1995. In 2000 he qualified as Chartered Financial Analyst. He started his professional career in 1987 in Montedison Group. Subsequently, he worked in the administration area of Alleanza Farmaceutica Group and in RCS Editori S.p.A. From 1993 until March 2002, he worked as manager at Consob. From 2002 until April 2015, Mr. Fumagalli was head of the capital markets department at Centrobanca S.p.A.. Since 2015, he works as independent consultant.

Independent Director – Mario Cesari (*)
Mr. Cesari was born on October 17, 1967, Swiss and Italian bi-national, he obtained a master’s degree in industrial engineering in 1992 from the Milan Polytechnic with a thesis written while at the Frauenhofer Institut in Stuttgart. Mr. Cesari also obtained an MBA with honours from Insead in 1997. He has an international career of more than three decades combining operations, strategic planning, acquisitions and board memberships expertise. He began his career in 1993 in the automotive industry at Valeo in France and Asia, and he then held various positions in the consulting firm McKinsey & Co. (Paris and Geneva offices) with a focus on Automotive, Lean Manufacturing and Private Equity, becoming a Senior Manager in 2001. From 2001 to 2004 he is Principal of Berkshire Partners in Boston, and subsequently Executive Director in Vestar Capital in Paris, both US Private Equity funds. From 2009 to 2022 he was responsible for the strategy and development of the Thyssen Bornemisza group, a large European private industrial holding company, where he developed further experience in investment, extraordinary transactions and strategic business development. In 2022 he founded his own consulting firm, lschyra Europa, dedicated to fostering the growth of family-owned companies in Europe. He is also a member of the Board of Directors of Industrie De Nora S.p.A. and chairman of Light Conversion UAB, as well as Director of Larry S.p.A. (Falck family) and De Agostini S.p.A..
Independent Director – Manuela Grattoni (*)
Manuela Grattoni graduated in Business Economics from the University of Trieste and has been Chartered Accountant since September 7, 1983 and Auditor with Ministerial Decree of April 12, 1995 published in the Official Gazette 31/bis in April 21, 1995. After graduating in Economics and Commerce, Manuela Grattoni worked at a firm of Chartered Accountants and in 1984 she joined KPMG S.p.A., where she held the role of Partner from 1999 to September 2020, acting as head of Treviso Office and subsequently of Padua Office. She also served as Professional Technician for the North East Area of KPMG. She has an in-depth knowledge of the methodologies and best practices concerning the auditing and accounting services of important companies in the industrial, commercial, construction and transport sectors. She has gained experience in auditing positions on national and international companies and groups with financial statements prepared according to Italian Accounting Standards, IFRS and USGAAP. She also has experience in extraordinary transactions of domestic companies and subsidiaries of international Groups. She carries out internal and external teaching activities on issues related to auditing and accounting standards. She is a Member of the Association of Chartered Accountants of Vicenza, of the Committee on Auditing Principles and Chair of the Committee on Accounting Principles of the “ODCEC” of Vicenza and in this role she has been a rapporteur at various conferences. She is co-author of the IPSOA publication “Revisione legale dei conti” published in 2019.
Independent Director – Antonella Lillo (*)

Born in Treviso on August 19, 1961, Antonella Lillo is a civil lawyer, member of the Treviso Bar Association since 1989 and admitted to practice law before the Supreme Court since 2002. Founding partner in 1991 of the BM&A law firm, which today includes about 50 lawyers, she is expert in commercial, banking, bankruptcy, civil execution and e-commerce law. She has been working for many years with numerous credit institutions, including foreign ones, for some of which also as litigation general attorney, dealing, among other things, with financial intermediation litigation; she collaborates with professional banks’ associations and with companies for the consortium management of banking services. She has been officiated by the Court of Treviso of the legal assistance to receivership and has dealt with business crisis arrangements and restructure of the debits of primary commercial companies. Antonella Lillo is also a consultant of real estate and securities investment funds, including non-residents, rapporteur at several conferences on banking, bankruptcy and asset management and protection law, author of publications on the aforementioned subjects; as well as Arbitrator of the National Arbitral Court, member of STEP (Society of Trust and Estate Practitioners) and winner of the LOY Award- Lawyer of the Year litigation banking 2016. She’s a member of the Board of Directors of Fondazione Milano Cortina 2026.

Independent Director – Alessandra Bianchi (*)
Born in Como on 11 August 1974, Alessandra Bianchi graduated in 1999 with honors in business administration from Bocconi University in Milan. She started her working career as a senior analyst at Server S.r.l., a business consultancy company, and from 2001 to 2006 she worked as a senior analyst in the Equity Capital Markets division of Interbanca S.p.A., where she assisted several IPO projects. From 2006 to 2011 she served as investment manager of the private equity fund IPEF IV at BS Investimenti SGR S.p.A. and from 2011 to 2022 she worked as portfolio manager of the private equity fund Amber Energia at Amber Capital Italia SGR S.p.A., where she also served as buy-side analyst for funds managed by Amber Capital. She was a promoter of the SPACs Capital For Progress 1 and Capital For Progress 2. Since 2017, she has been Chief Executive Officer of Calcio Padova S.p.A. and independent director of some listed companies.
(*) Independent Director pursuant to Article 147-ter, comma 4 of the Consolidated Financial Act and Recommendation 7 of the Corporate Governance Code.
(**) Lead independent director pursuant to Recommendation 13 of the Corporate Governance Code.
(***) The Chairman Nicola Piovan previously acted as sole director or member of the Board of Directors of the Company since January 1, 1996.

BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors comprises three statutory auditors and two alternate auditors. The following table sets forth the members of the Board of statutory auditors and their respective titles.

Chairperson – Carmen Pezzuto

Statutory auditor – Luca Bassan

Statutory auditor – Diletta Selvaggia Elena Stendardi

Alternate auditor – Stefania Targa

Alternate auditor – Federica De Pieri

AUDITING FIRM

Deloitte & Touche S.p.A. is the audit firm engaged for the statutory audit, it is based in Milan, Via Tortona 25 and it is registered at n° 132587 of the Chartered Accountants’ Register (Registro dei Revisori Legali), according to article 2 of D.L. n. 39/2010.

NOMINATION AND REMUNERATION COMMITTEE

Chairperson – Manuela Grattoni

Member – Alessandra Bianchi

Member – Antonella Lillo

CONTROL, RISK AND SUSTAINABILITY COMMITTEE

Chairperson – Marco Maria Fumagalli

Member – Mario Cesari

Member – Manuela Grattoni

RELATED PARTIES COMMITTEE

Chairman – Antonella Lillo

Member – Marco Maria Fumagalli

Member – Mario Cesari

Procedures and regulations

REGULATIONS GOVERNING THE SHAREHOLDERS’ MEETING

Shareholders’ meetings rules of Piovan S.p.A.

REGULATION OF THE BOARD OF DIRECTORS

Regulation of the Board of Directors of Piovan S.p.A.

REGULATIONS OF THE NOMINATION AND REMUNERATION COMMITTEE

Regulations of the nomination and remuneration committee of Piovan S.p.A.

REGULATIONS OF THE CONTROL, RISK AND SUSTAINABILITY COMMITTEE

Regulations of the control and risk sustainability committee of Piovan S.p.A.

PROCEDURE FOR THE MANAGEMENT OF INSIDE INFORMATION AND THE INSIDER LIST

Internal procedure for the management of inside information of Piovan S.p.A.

INTERNAL DEALING CODE OF CONDUCT

Internal dealing procedure of Piovan S.p.A.

Internal Dealing

Increased Voting Right

REQUEST FORM FOR THE REGISTRATION IN THE LIST FOR THE INCREASED VOTING RIGHT

Form for registration in the list in order to increase the voting right
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