The board of directors of Arnoldo Mondadori Editore S.p.A. will present a proposal to the Shareholders’ Meeting called for 11 November 2010 (12 November 2010 on second calling) for the appointment following an increase in the number of the members of the board.
Specifically, the Shareholders will be asked to approve the appointment of two non-executive independent directors and one executive director.
The proposed independent non-executive directors will be Carlo Sangalli, the current President of Confcommercio (the Italian retailers’ association), and Angelo Renoldi, professor of economics and business administration at the University of Bergamo.
This increase in the number of non-executive directors is consistent with the ongoing reinforcement of the role and function of independent directors indicated, in particular, by soon to be introduced Consob regulations concerning operations with related parties.
The nominations put forward would also further consolidate and provide additional support for the functions and activities of internal committees (specifically, the Internal Control Committee and the Remuneration Committee) established by the board of directors of Arnoldo Mondadori Editore S.p.A. as part of the company’s system of corporate governance.
The proposed new executive director is Roberto Briglia, who will bring to the board, as the Group’s Editorial Director, a contribution based on his vast experience in the publishing sector.
The current board of directors, which will remain in office until the AGM for the approval of the Annual Report for the year 2011, is made up by Marina Berlusconi (chairman), Maurizio Costa (deputy chairman and chief executive), Pier Silvio Berlusconi, Pasquale Cannatelli, Bruno Ermolli, Martina Mondadori, Roberto Poli, Mario Resca, Marco Spadacini, Umberto Veronesi and Carlo Maria Vismara.
The Extraordinary Shareholders’ Meeting of 11 (12) November 2010 will also receive proposals concerning a series of statutory changes concerning compliance with the EU Directive 2007/36/CE relating to the exercise of certain rights by shareholders of listed companies.
Illustrative reports concerning the items on the agenda of the Shareholders’ Meeting, including professional profiles of the proposed new directors, will be available to the public at the company’s headquarters, Borsa Italiana S.p.A. and on the web site www.mondadori.it (Governance sector) in line with current rulings.