Corporate Governance
La Doria’s Corporate Governance system is based on a set of regulations, conduct and processes formulated to guarantee efficient and transparent corporate governance and effective functioning of the corporate boards and control systems.
Although the Company is no longer listed on the Stock Exchange as of 27 May 2022, La Doria’s corporate governance system continues to be inspired by the principles of the Corporate Governance Code for Listed Companies to which the Company adhered from 1999 until the delisting and by national and international best practices.
The corporate governance model adopted by La Doria ensures fairness and transparency in management and information and is oriented towards the creation of sustainable value in a medium-long term horizon to the benefit of shareholders, taking into account the interests of other stakeholders relevant to the Company.
It is based on the traditional model and features the presence of the following corporate bodies:
- The Shareholders’ Meeting, which expresses the wishes of the shareholders and deliberates in ordinary and extraordinary session on the matters reserved to it in accordance with law and the By-Laws.
- The Board of Directors, vested with the broadest powers for the ordinary and extraordinary management of the Company, with the power to carry out all appropriate actions for the achievement of the corporate purposes, with the exclusion of those acts reserved – by law or by the By-Laws – to the Shareholders’ Meeting. The Board of Directors is the central body in the corporate governance system adopted by La Doria S.p.A. It is tasked with strategic and organisational management and with the effective functioning of the internal systems for control and the management of risks which may affect the Company’s operations. The Board of Directors is also responsible for promoting a strategy that integrates sustainability into business processes so as to create value over time for all stakeholders, in line with the goal of pursuing sustainable success.
- The Board of Statutory Auditors has autonomous competences and powers and is tasked with overseeing compliance with law and the Company By-Laws, the principles of correct administration, the adequacy of the organisation, the administrative and accounting structure and its correct functioning.
The statutory audit activity for the financial years 2022-2024 was awarded by the Shareholders’ Meeting on June 22, 2022 to the independent audit firm PricewaterhouseCoopers S.p.A. on the proposal of the Board of Statutory Auditors.
The Board of Statutory Auditors was appointed by the Shareholders’ Meeting on June 22, 2022. It comprises three Statutory Auditors and two Alternate Auditors, all of whom are registered auditors.
It will remain in office for three years, until the Shareholders’ Meeting called to approve the financial statements at December 31, 2024.
The Board of Statutory Auditors comprises: Ottavia Alfano (Chairperson), Marco Antonini (Statutory Auditor), Massimiliano di Maria (Statutory Auditor).
The 231 Supervisory Board comprises: Sergio Persico (external member, Chairperson), Tommaso Guerini (external member), Elena Maggi (Internal Audit Manager).
The Board of Directors has 9 members: 3 executive and 6 non-executive directors, 4 of whom are independent, and will remain in office until the Annual General Meeting of Shareholders to approve the financial statements for the year ending 31 December 2024.
The Board of Directors comprises: Antonio Ferraioli (President and CEO), Barbara Alemanni (Independent Director), David Alan Barta, Eric Herman Beringause, Mara Anna Rita Caverni (Independent Director), Diodato Ferraioli, Enzo Diodato Lamberti, Chiara Palmieri (Independent Director), Raffaella Viscardi (Independent Director).
Honorary Chairman: Sergio Persico
It consists of three non-executive and independent Directors. The main task of the Audit, Risk and Sustainability Committee is to assist the Board of Directors in its evaluation and decision-making with regard to the internal control and risk management system, the approval of the Financial and Sustainability Report and the evaluation and decision-making with regard to sustainability.
The Control, Risks and Sustainability Committee comprises: Mara Anna Rita Caverni (Chairperson), Barbara Alemanni and Chiara Palmieri.
The Board of Directors has 10 members: 3 executive and 7 non-executive directors, 4 of whom are independent, and will remain in office until the Annual General Meeting of Shareholders to approve the financial statements for the year ending 31 December 2024.
The Board of Directors comprises: Cesare Piovene Porto Godi (Chairman), Antonio Ferraioli (CEO), Barbara Alemanni (Independent Director), David Alan Barta, Eric Herman Beringause, Mara Anna Rita Caverni (Independent Director), Diodato Ferraioli, Enzo Diodato Lamberti, Chiara Palmieri (Independent Director), Raffaella Viscardi (Independent Director).
Honorary Chairman: Sergio Persico
The Board of Statutory Auditors was appointed by the Shareholders’ Meeting on June 22, 2022. It comprises three Statutory Auditors and two Alternate Auditors, all of whom are registered auditors.
It will remain in office for three years, until the Shareholders’ Meeting called to approve the financial statements at December 31, 2024.
The Board of Statutory Auditors comprises: Ottavia Alfano (Chairperson), Marco Antonini (Statutory Auditor), Massimiliano di Maria (Statutory Auditor).
It consists of three non-executive and independent Directors. The main task of the Audit, Risk and Sustainability Committee is to assist the Board of Directors in its evaluation and decision-making with regard to the internal control and risk management system, the approval of the Financial and Sustainability Report and the evaluation and decision-making with regard to sustainability.
The Control, Risks and Sustainability Committee comprises: Mara Anna Rita Caverni (Chairperson), Barbara Alemanni e Chiara Palmieri.
The 231 Supervisory Board comprises: Sergio Persico (external member, Chairperson), Tommaso Guerini (external member), Elena Maggi (Internal Audit Manager).
The statutory audit activity for the financial years 2022-2024 was awarded by the Shareholders’ Meeting on June 22, 2022 to the independent audit firm PricewaterhouseCoopers S.p.A. on the proposal of the Board of Statutory Auditors.
231 model
The Organisational Model
The Organisation, Management and Control Model (231 Model) is the set of organisational rules and procedures designed to encourage ethical and legally compliant conduct and to prevent the risk of committing the offences set out under Legislative Decree No. 231/01.
La Doria S.p.A.’s 231 Model comprises a “General Section” and a “Special Section”, which consists of different sections for the various types of crimes and offences to be prevented. The Model, adopted originally with Board of Directors’ motion of March 28, 2008, was updated over time and supplemented in view of the developments regarding administrative liability as per Legislative Decree No. 231/01.
WHISTLEBLOWING
La Doria S.p.A. has implemented an IT platform available to anyone who wants to report violations of the principles of the Code of Ethics, Model 231 and the company’s internal regulations, unlawful conduct relevant under Legislative Decree 231/2001 and violations of European Union law and national regulations.
You can send the report by accessing the platform.
or by mail to the attention of the Supervisory Board La Doria S.p.A. – Via Nazionale 320, 84012 Angri (SA)
Ethics
Ethics Code
Values and ethical principles involve every part of our business – Group personnel, shareholders, customers, suppliers, institutions, representative bodies and competitors – and have always guided us.
The Ethics Code is an integral part of the Organisation, Management and Control Model and was adopted in its original version by Board of Directors’ motion on March 28, 2008.
Legality
Legality rating
In order to promote our ethical principles, we have applied for a legality rating from the Italian Anti-trust Authority (AGCM).
The AGCM awarded La Doria S.p.A. the highest rating: “three stars”.
