|Alistair Dormer (***)||Chairman||13/05/2016|
|Andrew Barr (***)||Chief Executive Officer
and General Manager1
|Alberto de Benedictis (*) (**)||Deputy Chairman2||13/05/2016|
|Mario Garraffo(*) (**)||Director||13/05/2016|
|Katherine Jane Mingay (***)||Director||13/05/2016|
|Katharine Rosalind Painter (*) (**)||Director||13/05/2016|
1) On May 24th, 2016, the Company’s Board of Directors appointed Mr. Andrew Thomas Barr as Chief Executive Officer and General Manager.
2) On October 28th 2016, the Company’s Board of Directors appointed Mr. Alberto de Benedictis as Deputy Chairman of the Board of Directors.
(*) Member of Control and Risk Committee.
(**) Member of Nomination and Remuneration Committee.
(***) Member of Bid Committee.
The Board of Directors is vested with the task of managing the Company, with the authority to take all appropriate actions for the achievement of the corporate purposes, excluding those acts which are reserved – by the law or the Articles of Association – to the Meeting.
The Board of Directors therefore holds a central role in the decision-making life of the Company since not only does it assess the general performance of corporate operations but takes care of reviewing and approved in advance the translations which have a significant strategic, financial and equity importance for the Company.
The Company is managed by a Board of Directors consisting of a number of members not lower than three and not exceeding nine. The Meeting shall case by case, before electing the Board, define the number of its members within the aforementioned limits.
The Directors are appointed for a period not exceeding three financial years and may be re-elected pursuant to Art. 2383 of the Italian Civil Code.
The appointment of the directors is made by the ordinary Meeting.
The company Articles of Association requires, for the assumption of the office of director the honorability requirements pursuant to the applicable law and regulations, as well as the possession of certain professional qualifications indicated in the same Articles of Association.
The General Shareholders' Meeting held on 13 May 2016 appointed as Member of the Board of Directors: Alistair John Dormer, Katherine Jane Mingay, Andy Barr, Giuseppe Bivona, Rosa Cipriotti Alberto de Benedictis, Mario Garraffo, Fabio Labruna e Katharine Rosalind Painter.
The Board of Directors was appointed for three financial years and will, therefore, remain in office until the date of the general Meeting called to approve the financial statements as of 31 March 2019.
On 16 May 2016, the Company’s Board of Directors appointed Mrs. Katherine Jane Mingay as Vice Chairman of the Board of Directors. Please note that on 21 October 2016, Ms. Katherine Jane Mingay resigned from her role of Vice Chairman of the Board of Directors, without prejudice to her office of Director of the Company. On 28 October 2016 the Board of Directors appointed Mr. Alberto de Benedictis as new Vice Chairman of the Board of Directors replacing Mrs. Katherine Jane Mingay.
On 24 May 2016, the Company’s Board of Directors appointed Mr. Andy Barr as Chief Executive Officer and General Manager.
Please note that, the Ordinary Shareholders’ Meeting of Hitachi Rail STS S.p.A., held on 19 January 2017 resolved to bring an action for liability, pursuant to article 2393 of the Italian Civil Code, against the Director Mr. Giuseppe Bivona who has been revoked from his office by operation of law. Therefore, the Shareholders’ Meeting appointed, pursuant to the applicable laws and the Company’s By-Laws, Mr. Michele Alberto Fabiano Crisostomo as Director of the Company (first non-elected candidate taken from the minority shareholders’ list, jointly submitted on 21 April 2016 by the minority shareholders Elliott Associates L.P., Elliott International L.P. e The Liverpool Limited Partnership).
On 29October 2018 the Directors Ms. Rosa Cipriotti, Mr. Michele Alberto Fabiano Crisostomo and Mr. Fabio Labruna gave their irrevocably resignation as Directors of Hitachi Rail STS S.p.A., with effect from 2 November 2018, on the basis of the agreement signed on 29 October 2018 among Hitachi Ltd., Hitachi Rail Italy Investments S.r.l. and Elliott Management Corporation, Elliott International, L.P., Elliott Associates, L.P. and The Liverpool Limited Partnership regarding the purchase, by Hitachi Rail Italy Investments S.r.l., of the entire shareholding held in Hitachi Rail STS S.p.A. by Elliott International, L.P., Elliott Associates, L.P. and The Liverpool Limited Partnership.
On 16 November 2018, the Board of Directors appointed Ms. Barbara Biassoni, Mr. Filippo Corsi (General Counsel of the Company) and Mr. Riccardo Tiscini to replace the resigning Directors. The above mentioned Directors, were confirmed by the Ordinary Shareholders’ Meeting held on January 31, 2019.
The Regulations of the Board of Directors was approved on 29 January 2007 and was subsequently modified on 26 November 2010 and at last amended on 30 January 2017.
This Regulation defines not only the composition and the role that the Board of Directors holds within the Company as management body but also how the meetings are run.
As regards the duties, the Regulation specifies that the Board of Directors:
- examines and approves the strategic, industrial and financial plans of the Company and of the Group controlled by the same, the corporate governance system of the Company and the Group structure;
- evaluates, on an annual basis, the adequacy of the general organisational, administrative and accounting structure of the Company, of the Group and of the subsidiaries having strategic importance as prepared by the Managing Director, with particular regard to the adequacy, effectiveness and actual operation of the internal control system and to the handling of conflicts of interest;
- confers and revokes delegations to the Managing Director, except for the matters exclusively reserved for the Board under Art. 2381 of the Italian Civil Code, as well as in relation to the provisions of the Articles of Association, defining the relevant limits and manner of exercise;
- defines, after examining the proposals of the Remuneration Committee and hearing the opinion of the Board of Auditors pursuant to Art. 2389, 3rd subsection of the It. Civil Code, the remuneration and legal treatment of the Managing Director, through the Remuneration Committee, which has been specially delegated for such purpose, as well as of the other directors vested with particular offices, including participation in the Committees established by the Board of Directors. Determines, furthermore, should the Meeting not have provided for it, the distribution of the overall compensation due to the members of the Board;
- evaluates the general company performance, taking into account, in particular, the information received from the delegated bodies, as well as comparing, on a periodical basis, the results achieved with those planned;
- examines and approves in advance the operations of the Company and of its subsidiaries, when such operations have a significant strategic, economic or financial importance for the same Company, focusing the attention in particular on the situations in which one or several Directors have an interest of their own or on behalf of third parties and, in general, on related-party transactions; for such purpose, it sets out the general criteria to identify the transactions of significant importance;
- makes, at least once a year, an evaluation of the size, composition and operation of the same Board and of its committees and expresses directions, where appropriate, on the kind of professional experts it would be deemed appropriate to include in the Board;
- provides information, in its corporate governance report, on the performance of the above-listed tasks and, in particular, on the number of meetings of the Board held during the year and on the relevant attendance percentage of each director.