Esprinet S p A : Report on Corporate Governance and ownership Structure 2022

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REPORT ON

CORPORATE

GOVERNANCE AND OWNERSHIP STRUCTURE – 2022

Parent Company: Esprinet S.p.A.

Partita Iva: IT 02999990969

Companies’ Register of Milan, Monza e Brianza, Lodi and Tax Number: 05091320159

R.E.A. (economic and administrative index) 1158694 Registered Office and Administrative HQ: Via Energy Park, 20 20871 Vimercate (MB)

Subscribed and paid-in share capital as at 31/12/2022: Euro 7.860.651

REPORT ON

CORPORATE

GOVERNANCE

AND OWNERSHIP

STRUCTURE – 2022

Pursuant to Article 123-bis

of the Consolidated Law on Finance (traditional management

and control model)

Issuer: Esprinet S.p.A.

Website: www.esprinet.com

Financial year to which the Report refers: 2022

Date of approval

of the Report: 14 March 2023

CONTENTS

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE – 2022

Glossary

6

Introduction

7

1.

Company profile

7

2.

Information on the ownership structure as at 14 March 2023

9

  • Share capital structure
  • Restrictions on the transfer of share
  • Significant investments in the share capital
  • Shares that grant special rights
  • Employees’ shares: mechanism for exercising voting rights
  • Restrictions on voting rights
  • Shareholders’ agreements
  • Change of control clauses and statutory provisions governing takeover bids
  • Authorisation to increase the share capital and to purchase treasury shares
  • Management and coordination activities
  • 3.

    Compliance

    12

    4.

    Board of directors

    12

  • Role of the board of directors
  • Appointment and replacement
  • Composition
  • Functioning of the board of directors
  • Role of the chairman of the board of directors
  • Executive directors
  • Independent directors and lead independent director
  • 5.

    Management of corporate information

    26

    6.

    Committees within the board of directors

    27

    7.

    Self-assessment and succession of directors – appointments committee

    27

  • Self-assessmentand succession of directors
  • Appointments and remuneration committee
  • 8.

    Directors’ remuneration – remuneration committee

    30

    8.1

    Directors’ remuneration

    8.2

    Remuneration committee

    9.

    Internal control and risk management system – control and risk committee

    30

  • Chief executive officer
  • Control and risk committee
  • Head of internal audit
  • Organisational model pursuant to Italian Legislative Decree No. 231/2001
  • Independent auditors
  • Financial reporting officer and other roles and corporate functions
  • Coordination between individuals involved in the internal control and risk management system
  • 10.Directors’ interests and related-party transactions

    41

    11. Board of statutory auditors

    42

    11.1 Appointment and replacement

    11.2 Composition and functioning

    12. Relations with shareholders

    49

    13.Shareholders’ meetings

    50

    14.Additional corporate governance practices

    51

    15.Changes after the close of the reference financial year

    51

    16. Considerations regarding the letter from the chairman of the corporate governance

    committee

    51

    Tables

    53

    Table 1: information on the ownership structure as at 14 March 2023

    Table 2: structure of the board of directors at the year-end date

    Table 3: structure of internal board committees at the year-end date

    Table 4: structure of the board of statutory auditors at the year-end date

    Disclaimer

    Esprinet S.p.A. published this content on 29 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2023 09:47:08 UTC.

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