The Bylaws of Arnoldo Mondadori Editore S.p.A. define the key characteristics of the Company and outline the main rules for its organisation and operation.
The original text dating back to the establishment of the Company was subsequently amended, by resolution of the Extraordinary Shareholders’ Meeting or the Board of Directors, in order to adapt it to the changing corporate, market or regulatory conditions. The last amendment is dated 4 March 2021.
Organization, management and control framework
As part of the existing control system, the Board of Directors of Arnoldo Mondadori Editore S.p.A. has adopted an Organization, management and control framework in accordance with Italian Legislative Decree no. 231 of 8 June 2001 and subsequent amendments. The decree introduced into Italian law the principle of administrative responsibility of individuals, companies and associations, including those that are not legal persons. Mondadori constantly adapts its model to changes in the relative regulations, with the last update of the framework dating back to 13 May 2021.
By adopting the organizational framework, the Company achieved its objective of equipping itself with a system of protocols and principles of proper conduct that meet the decree’s aims and requirements. The framework exists alongside the company’s system for attributing tasks and delegating powers and other organizational and internal control procedures. It meets the decree’s requirements both in terms of preventing crimes and administrative malfeasance as well as ensuring the organizational model is implemented and fines are imposed when necessary.
The objectives of the organizational framework include that of developing awareness by recipients (employees, collaborators, suppliers, consultants and third parties in general) who work with processes subject to the risk of crime that would involve sanctions against themselves or against Mondadori.
In order to increasingly disseminate knowledge of the model with respect to collaborators, suppliers, consultants and third parties in general who work for Arnoldo Mondadori Editore S.p.A., guidelines have drawn up to implement the protocols and with which all individuals working with and for the Company must comply.
Procedures for transactions with related parties
On 20 May 2021, the Board of Directors adopted the procedures contained in the attached document on transactions with related parties, in accordance with Art. 4 of Consob Regulation no. 17221/2010 and subsequent amendments, and following approval by the Committee consisting entirely of independent directors.
Guidelines on qualitative and quantitative composition of BoD and Policy on criteria for assessing directors’ independence
The Board of Directors approved on March 18, 2021 the Guidelines on the qualitative and quantitative composition deemed optimal of the Board of Directors (hereinafter the “Guidelines”), as well as the Policy on the criteria for assessing the independence requirements of directors, including the quantitative and qualitative criteria for assessing the relevance of the relationships indicated in Recommendation 7 letters c) and d) of the Corporate Governance Code.
Management policy for engagement with shareholders and other interested parties
The Board of Directors has accepted the proposal of the Chair, drawn up in agreement with the CEO and the CFO, and adopted the Management Policy for Engagement with Shareholders and Other Interested Parties.
The Policy complies with the recommendations of the Corporate Governance Code and is intended to promote the most appropriate forms of engagement with the shareholders and the Company’s other key stakeholders, taking into account best practices, the indications expressed by trade associations and the engagement policies adopted by institutional investors and asset managers.