The Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., held on 23 April 2015 and chaired by Marina Berlusconi, examined the 2014 consolidated financial statements, showing a positive net result of euro 0.6 million and approved the financial statements of Arnoldo Mondadori Editore S.p.A. at 31 December 2014. The Shareholders’ Meeting also resolved to entirely cover the year’s loss of the parent company – equal to euro 12,888,013.64 – through the utilization of reserves for an equal amount in accordance with the proposal made by the Board of Directors.
The Shareholders’ Meeting appointed a new Board of Directors composed of the following members: Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Pasquale Cannatelli, Bruno Ermolli, Roberto Poli, Danilo Pellegrino, Alfredo Messina, Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi, Mario Resca and Cristina Rossello.
The entire Board of Directors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.
The directors Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi and Cristina Rossello meet the requirements for independent directors set out in Article 148, par. 3, of Italian Legislative Decree No. 58/1998. It should be noted that the Board of Directors met after the Shareholders’ Meeting and verified that the aforementioned directors comply with the requirements for independent directors in accordance with the Governance Code of listed companies promoted by Borsa Italiana S.p.A. (“Governance Code”).
The Board of Directors confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.
The Board of Directors also appointed the members of the following committees in compliance with the principles established by the Governance Code adopted:
- Control and Risk Committee: Angelo Renoldi (Chairman), Marco Spadacini and Cristina Rossello;
- Remuneration and Appointments Committee: Marco Spadacini (Chairman), Bruno Ermolli and Cristina Rossello;
- Committee for Related Party Transactions: Angelo Renoldi (Chairman), Cristina Rossello and Marco Spadacini.
Moreover, Oddone Maria Pozzi was confirmed Executive Manager responsible for the drafting of the corporate accounting documentation.
The Shareholders’ Meeting appointed a new Board of Auditors, composed of the following members: Ferdinando Superti Furga (Chief Statutory Auditor), Francesco Antonio Giampaolo e Flavia Daunia Minutillo (Standing Statutory Auditors); Francesco Vittadini, Annalisa Firmani ed Ezio Maria Simonelli (Substitute Statutory Auditors).
The entire Board of Auditors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.
Given the approaching expiry of the previous authorization resolved on 30 April 2014, the Shareholders’ Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the Treasury Shares acquired by the Company in compliance with Article 2357-ter of the Italian Civil Code.
During the period covered by the aforementioned authorization approaching its expiry, the Company did not buy treasury shares either directly or indirectly through subsidiaries. The Company sold the treasury shares in its portfolio through a private placement that was completed on 18 June 2014. Therefore, at the date of the Shareholders’ Meeting, the Company does not own any treasury shares either directly or indirectly through its subsidiaries.
The Shareholders’ Meeting also provided its favourable opinion on the first Section of the Remuneration Report regarding the policy adopted for the 2015 financial year in the matter of remuneration to directors and executive managers with strategic responsibilities.