Sabaf Group | 2024 Report on Operations
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monitors its implementation. In particular, the 2024-2026 Business Plan was reviewed and
approved at the meeting of 19 March 2024. At the same time, the Board of Directors
started a process to draw up a Sustainability Plan to complement the Business Plan.
The analysis of key economic and financial indicators is the responsibility of the Board of
Directors, which compares, on a quarterly basis, actual results against planned results, on
the basis of the annual budget approved by the Board at the end of the previous year.
The Board of Directors of the Parent Company Sabaf S.p.A., appointed by the
shareholders' meeting on 8 May 2024 and in office for 3 financial years, is composed of 9
members, 2 of whom are executive board members (the CEO Pietro Iotti and the CFO
Gianluca Beschi) and 7 are non-executive board members (the Chairman Claudio
Bulgarelli, Cinzia Saleri Alessandro Potestà, Laura Ciambellotti, Francesca Michela
Maurelli, Federica Menichetti and Daniela Toscani), 4 of whom are independent (Laura
Ciambellotti, Francesca Michela Maurelli, Federica Menichetti and Daniela Toscani), i.e.
44%. The Board is predominantly composed of women (5 members, constituting 56% of
the total), while 4 are men (44% of the total). The average ratio of female to male board
members is 125%.
The Board of Statutory Auditors of Sabaf S.p.A., appointed by the shareholders' meeting
on 8 May 2024 and in office for 3 financial years, is composed of 3 members (Alessandra
Tronconi, acting as Chairman, Maria Alessandra Zunino de Pignier and Mauro Giorgio
Vivenzi, standing auditors). The Board of Auditors is predominantly composed of women
(67%) and the average ratio of female to male members is 200%.
On 8 May 2024, with the renewal of the corporate bodies, the Board of Directors
established the Sustainability Committee from within its ranks, composed of directors
Pietro Iotti (Committee Chairman and CEO), Gianluca Beschi (CFO in charge of
Sustainability Statement) and Francesca Michela Maurelli, an independent non-executive
director with relevant experience. The average ratio of female to male Committee
members stands at 50%.
By resolution of 8 May 2024, the Board of Directors set up an internal Control and Risk
Committee composed of three non-executive directors, all of whom are independent
(Federica Menichetti, acting as Chairman, Laura Ciambellotti and Daniela Toscani). The
Audit and Risk Committee is 100% composed of female members.
The current Remuneration and Appointments Committee was established within the
Board by resolution of 8 May 2024. It consists of five non-executive members (Daniela
Toscani, acting as Chairman, Alessandro Potestà, Cinzia Saleri, Laura Ciambellotti and
Francesca Michela Maurelli). The Remuneration and Appointments Committee is
predominantly composed of women (4 members, or 80% of the total) and the average ratio
of female to male members is 400%.
With a view to renewing the corporate bodies, on 20 February 2024, following a suggestion
by the Remuneration and Nomination Committee, the outgoing Board of Directors
approved the "
Indication of the Board of Directors on the quantitative and qualitative
composition of the Board of Directors considered optimal for the three-year period from
2024 to 2026".
The document outlines the qualitative requirements deemed necessary for
the proper performance of its duties, including in terms of educational background and
professional experience (including sustainability skills), age and seniority in office,
availability of time and accumulation of assignments, as well as soft skills. The current
composition of the Board is fully consistent with this indication.