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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 |
||
3. |
Compliance |
12 |
||
4. |
Board of directors |
12 |
||
5. |
Management of corporate information |
26 |
||||
6. |
Committees within the board of directors |
27 |
||||
7. |
Self-assessment and succession of directors – appointments committee |
27 |
||||
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 |
|||
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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