The AGM held on 24 April 2018 appointed the new Board of Directors; the 14 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2020.
The Board was elected on the basis of the lists submitted by the shareholder Fininvest S.p.A., holder of 53.299% of the share capital for a total of no. 139,355,950 shares, and by a grouping of shareholders formed by asset management companies and institutional investors holding a total of no. 8,065,686 shares, equal to 3.084% of the share capital.
The members of the new Board of Directors are:
- Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Paolo Guglielmo Ainio, Elena Biffi, Francesco Currò, Martina Forneron Mondadori, Danilo Pellegrino, Roberto Poli, Angelo Renoldi, Mario Resca, Cristina Rossello (from the majority list submitted by the shareholder Fininvest S.p.A.);
- Patrizia Michela Giangualano (from the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).
The majority list gained 69.245% of votes.
The Board of Directors of Arnoldo Mondadori Editore S.p.A., convened at the end of the Meeting and chaired by Marina Berlusconi, confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.
In accordance with the provisions of the Corporate Governance Code for Listed Companies, Ernesto Mauri was identified as “Director in charge of the internal control and risk management system”.
Directors Elena Biffi, Angelo Renoldi, Cristina Rossello and Patrizia Michela Giangualano declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree No. 58/1998 and in the Corporate Governance Code for Listed Companies.
Director Martina Forneron Mondadori declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.
The composition of the Board of Directors complies with the provisions on gender equality set out in art. 147-ter, par. 1-ter, of Legislative Decree no. 58/1998.
In November 2016 the Board of Directors, in accordance with the Corporate Governance Code, designated Independent Director Cristina Rossello as Lead Independent Director.