Rome, 09 May 2023 19:41
The Board of Directors of Leonardo S.p.a., appointed by the Shareholders' Meeting held earlier in the day, met for the first time today under the chairmanship of Mr. Stefano Pontecorvo
The Board, within the framework of a new organizational structure that will be finalized in the coming weeks and will lead to a significant rationalization of the structure, has conferred on Chairman Stefano Pontecorvo, who is the legal representative of the Company and the corporate signature in accordance with the law and Company’s Bylaws, certain powers relating to, among other things, "Institutional Relations" "Group Security" and coordination for "Facilitated Finance" projects.
The Board also appointed Mr. Roberto Cingolani to the position of Chief Executive Officer and General Manager, granting him, all the relevant powers for the management of the Company and the Group, with the exclusion of specific powers that the Board, in addition to those that cannot be delegated by law, has reserved for its own competence.
In addition, the Board approved the institution, as of 1 June 2023, of the new General Business & Operations Department to which Mr. Lorenzo Mariani will be in charge as Co-General Manager.
Independence assessment
On the basis of the Directors’ statements and the information available to the Company, at today's meeting the Board of Directors ascertained that all the Directors meet the requisites of integrity and the absence of causes for ineligibility and incompatibility, as required by current legislation, as well as the possession of the independence requirements established by law, referred to in the Company's Articles of Association, by the Chairman Stefano Pontecorvo and by the Directors Trifone Altieri, Giancarlo Ghislanzoni, Enrica Giorgetti, Dominique Levy, Francesco Macrì, Cristina Manara, Silvia Stefini, Elena Vasco and Steven Wood.
The Board also verified the existence of independence requirements, in accordance with the Corporate Governance Code, for all the abovementioned non-executive Directors and, therefore, with the exception of the Director Marcello Sala, by virtue of his employment relationship with the Ministry of the Economy and Finance.
In its assessment the Board adopted the same parameters and application criteria specified in the Corporate Governance Code and incorporated into the Board’s Rules of Procedure, together with the “Criteria to assess significance of commercial, financial, professional relationships and additional remuneration” (approved on 27 January 2022 and available in the Corporate Governance section of the Company’s website). The Board of Statutory Auditors has positively verified the correct application of the criteria as well as of the assessment procedures adopted by the Board.
The Company is therefore largely in line with the indication laid down in the mentioned Code, referring to companies with higher capitalization and implemented in the Board of Directors’ Rules of Procedure, according to which at least half of the Board’s members should be independent Directors.
At a forthcoming meeting, the Board will proceed to reconstitute the internal Board Committees within it.
Appointment of the Officer in Charge
The Board also proceeded with the appointment of the Officer in charge of the Company’s financial reporting pursuant to art. 154-bis of the TUF and Artt. 25.4 and 25.5 of the Articles of Association, confirming in this position Alessandra Genco, Chief Financial Officer of the Company, until the expiry of the present Board.