Rome 16 May 2017 21:20
The Board of Directors of Leonardo, convened today following the Shareholders' Meeting, confirmed to Chairman Giovanni De Gennaro, who is the legal representative of the Company in accordance with the law and the By-Laws, the attributions related to the areas of the Institutional Relations, Security and Group Internal Audit and attributed him the supervision of the execution of corporate governance rules related to integrity in corporate behaviours and fight to corruption.
During the same meeting, the Board appointed Mr. Alessandro Profumo Chief Executive Officer, giving him all the attributions for the unitary management of the Company and the Group
Mr. Alessandro Profumo stated “I am honoured to have been entrusted with this role, and I thank the shareholders and the members of the Board of Directors for putting their trust in me. I am aware of the great responsibility that comes with being at the helm of a company such as Leonardo, a high-tech champion and world-leader in the Aerospace, Defence and Security sector.
Leonardo has always been able to attract the best technical engineering talents, and in order to sustain excellence in its products and technologies, it must seek to exploit fully this capability both in Italy and abroad.
International competition is based increasingly on human capital, on knowledge and on the ability be in tune with the customer, providing them with sustainable solutions that are geared to their requirements; in addition to a strong focus on financial and economic robustness.
Today Leonardo is a solid business with all the characteristics needed to compete in global markets strengthening its position in different sectors”.
Assessment of the Directors’ independence and appointment of the Lead Independent Director
The Board of Directors has also verified the existence of independence requirements, in accordance with law and the Corporate Governance Code, for all non-executive Directors (Guido Alpa, Luca Bader, Marina Elvira Calderone, Paolo Cantarella, Marta Dassù, Dario Frigerio, Fabrizio Landi, Silvia Merlo and Marina Rubini), with the exception of President Giovanni De Gennaro (in accordance with the aforementioned Code) as a major exponent of the Company as well as Director Antonino Turicchi, by virtue of his employment relationship with the Ministry of the Economy and Finance.
It should be noted that upon the filing of the lists, the said independent Directors have declared themselves in possession of the independence requirements established by the law and the Corporate Governance Code.
The Company is therefore broadly in line with the Code that provides for the presence of at least one-third of independent Directors for FTSE-Mib issuers. In its assessment, the Board adopted the same parameters and application criteria as covered by the Corporate Governance Code and incorporated in the Board's Rules of Procedure. The Board of Statutory Auditors has positively verified the correct application of these criteria as well as the assessment procedures adopted by the Board.
The Board of Directors then proceeded to appoint the Lead Independent Director in the person of the Director Paolo Cantarella.
Appointment of Board Committees members
At today's meeting, the Board also appointed members of the Internal Committees, also in compliance with the Corporate Governance Code, which are composed of non-executive and independent Directors in accordance with the Code.
Control and Risks Committee
- Paolo CANTARELLA (Chairman)
- Guido ALPA
- Fabrizio LANDI
- Silvia MERLO
- Luca BADER
Remuneration Committee
- Dario FRIGERIO (Chairman)
- Marina Elvira CALDERONE
- Antonino TURICCHI
- Marina RUBINI
Nomination, Governance and Sustainability Committee
- Guido ALPA (Chairman)
- Marina Elvira CALDERONE
- Marta DASSÙ
- Dario FRIGERIO
- Marina RUBINI
- Antonino TURICCHI
- Paolo CANTARELLA
Analysis of International Scenarios Committee
- Marta DASSÙ (Chairman)
- Luca BADER
- Fabrizio LANDI
- Silvia MERLO
Appointment of the Officer in charge of Financial Reporting
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 Art. 25.4 and 25.5 of the Articles of Association, confirming in this position Mr. Gian Piero Cutillo - Chief Financial Officer of the Company, until the expiry of the present Board.
Surveillance Body
Finally, the Board of Directors confirmed for a three-year period the members of the Surveillance Body, composed - in addition to the Heads of the organizational units Legal, Corporate and Compliance (Mr. Andrea Parrella) and Group Internal Audit (Mr. Marco Di Capua), members of the Body pursuant to the relevant Articles of Association - the following external members:
- Enrico Laghi (Chairman)
- Angelo Carmona
- Angelo Piazza
- Saverio Ruperto