Genoa, 15 April 2014
Stefano Siragusa confirmed as CEO
Luigi Calabria confirmed as Vice-Chairman of the Board
The Board of Directors, appointed today by the Shareholders’ Meeting for the financial years 2014 – 2016, held its first meeting today. The Board, chaired by Sergio De Luca, confirmed Stefano Siragusa as CEO and Luigi Calabria as Vice-Chairman of the Board.
Grazia Guazzi, Head of Corporate Affairs and Group Insurances, was confirmed as Secretary of the Board.
The Board also confirmed to Mr. Siragusa all the powers to manage the Company and the Group.
We also remind that, starting from 1st January 2014, Mr. Siragusa is the General Manager of the Company.
The Board also appointed the Control and Risk Committee and the Nomination and Remuneration Committee.
The members of the Control and Risk Committee are the following independent directors: Giovanni Cavallini (Chairman), Paola Pierri and Barbara Poggiali. The members of the Nomination and Remuneration Committee are the following independent directors: Bruno Pavesi (Chairman), Giovanni Cavallini and Giulio Gallazzi.
Furthermore, the Board: (i) appointed the CEO Mr. Siragusa as director in charge of the internal control and risk management system; (ii) confirmed Mr. Mauro Giganti as the Head of Internal Audit; (iii) confirmed Mr. Roberto Carassai, Chief Financial Officer of the Company, as director in charge of drafting the company’s financial statements, pursuant to Article 154-bis of the TUF (Consolidated Law on Finance). Finally, the Board assessed – pursuant to Article 148, paragraph 3, of the TUF (applicable to directors pursuant to Article 147-ter, paragraph 4, of the TUF), to the Corporate Governance Code adopted by Borsa Italiana S.p.A. and to Article 37 of Consob Regulation no. 16191 of 29th October 2007 - the independence of the directors Barbara Poggiali, Bruno Pavesi, Giovanni Cavallini, Paola Pierri and Giulio Gallazzi. In assessing the independence requirements pursuant to the Corporate Governance Code, the Board of Directors adopted the assessment criteria set out by the Code itself. The Board of Statutory Auditors verified the correct application of the criteria adopted by the Board of Directors.
The independence requirements relating to Statutory Auditors, pursuant to Article 148, paragraph 3, of the TUF and to the Corporate Governance Code were also assessed.
The Curriculum Vitae of the Directors is available on the company’s website at www.ansaldo-sts.com.
Mr. Sergio De Luca holds n. 92,737 of Ansaldo STS shares.