2012 Half year financial report

Corporate Governance


The Company is organised in accordance with the traditional administration and control model mentioned in articles 2380 bis et seq of the Italian Civil Code, with the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors.

The Chairman and Chief Executive Officer of the Company is Roberto Colaninno and the Deputy Chairman is Matteo Colaninno.

The Company has adopted the Corporate Governance Code of Borsa Italiana S.p.A. and observes all principles of corporate governance contained in the code. With reference to recent updates to the Self-Regulatory Code of December 2011, the Company has already taken measures to bring its governance system in line, evaluating changes required by the revision, and considering the provisional requirements therein.

The Company is subject to the management and coordination of IMMSI S.p.A. pursuant to article 2497 et seq. of the Italian Civil Code.

Board of Directors

The Board of Directors of the Company in office at the date of this Report comprised 11 members appointed by the Ordinary General Meeting of Shareholders of 13 April 2012, based on the one candidate list submitted by the majority shareholder IMMSI S.p.A.. The Board of Directors will remain in office until the date of the Shareholders' Meeting called for approval of the financial statements for the financial year ended 31 December 2014.

The current Board of Directors comprises a majority of independent, non-executive directors. Therefore, the number and authority of these directors are such that they ensure that their opinion has a significant weight in the Issuer’s Board decisions. The non-executive and independent directors bring their specific competencies to Board discussions, contributing to the making of decisions that conform to corporate interests.


In addition to the Lead Independent Director, the Appointment Proposal Committee, the Remuneration Committee, the Internal Control and Risks Committee and the Related Party Transactions Committee have been appointed within the Board.

Internal control and risk management system

The Board defines the guidelines of the internal control and risk management system, considered as a combination of processes aimed at monitoring the efficiency of corporate operations, the reliability of financial information, compliance with laws and regulations and the safekeeping of corporate assets.

In this context, the Board of Directors is assisted by a Director appointed to oversee operation of the internal control and risk management system and an Internal Control and Risk Committee.

Board of Statutory Auditors

The Board of Statutory Auditors in office at the date of this Report was elected by unanimous vote of the Shareholders' Meeting held on 13 April 2012. The statutory auditors were elected from a single slate of candidates filed by the majority shareholder IMMSI S.p.A., in accordance with the provisions of Article 24 of the Articles of Association, and will hold office until the approval of the annual financial statements for the year ended 31 December 2014.

Corporate Governance Report

The Company produces an annual Report on Corporate Governance and Ownership, describing the corporate governance system adopted by the Issuer, and containing information on corporate ownership and the internal control and risk management system. The Report is available on the Issuer's institutional website www.piaggiogroup.com under Governance.