Shareholders’ meeting on 11 November 2010

The Shareholders’ Meeting, held on 11 Novembre 2010, approved the enlargement of the board from 11 to 14 members, appointing as directors Roberto Briglia, as an executive director given his role as Group Editorial Director, and Angelo Renoldi, professor of economics and business administration at the University of Bergamo and Carlo Sangalli, chairman of Confcommercio (the Italian association of retailers) as independent non-executive directors.

The board of directors verified the requisites of independence, foreseen by the Code of Conduct for listed companies, of both Renoldi and Sangalli. The other independent non-executive directors already in office are Martina Mondadori, Marco Spadacini, Mario Resca and Umberto Veronesi.

The appointments, approved by the Shareholders, therefore will result in the enlargement of the independent component of the board, in line with the progressive reinforcement of the role of the same, as defined, in particular, by soon to be introduced Consob regulations regarding operations with related parties. These appointments will also further consolidate and support respect for the functions and activities of the board of directors’ internal committees.

The board of directors itself has consequently redefined the composition of the Internal Control Committee and the Remuneration Committee. In particular, the Internal Control Committee is entirely made up of independent non-executive directors, Marco Spadacini, Angelo Renoldi and Mario Resca; and the Remuneration Committee by the independent directors Marco Spadacini and Carlo Sangalli and the non-executive director Bruno Ermolli.

Shareholders’ meeting on 27 April 2010

The ordinary shareholders’ meeting on 29 April 2009, held in Segrate, approved the financial statements at 31 December 2009 and decided to direct the entire net profit from 2008, 53,179,772.38 euros to the extraordinary reserve fund.

The decision not to pay a dividend for the 2009 financial year aims to allow Mondadori to safeguard its financial stability, maintain the necessary level of investment in its core business, finance a reorganisation and permit the company to be ready to seize eventual opportunities that present themselves with the turnaround of the economic cycle.

The shareholders’ meeting also decided to:

  • renew the authorisation to buy back shares
  • appointment of the auditing firm.