Governance system

The governance system adopted by Poste Italiane - i.e. the system of administration and control aimed at ensuring the effective management of the company - is essentially oriented towards creating value for shareholders in the medium and long term, while taking account of the interests of the other stakeholders and considering the importance of the services we provide to society.

In 2015, in view of the initial public offering of a 35.3% interest in the company, we modified our governance structure, which had previously been that typical of a fully state-owned enterprise. We therefore adopted a noteworthy series of measures to define our governance system in accordance with the law, the principles and recommendations of the Corporate Governance Code for Listed Companies, which we adopted in 2015, the recommendations formulated by Consob and international best practices.

Our governance model is of the "traditional" variety, characterised by the dichotomy between the Board of Directors and Board of Statutory Auditors.

In December 2020 the board of directors of the Company decided to fully adopt the new Italian “Corporate Governance Code”, published by the Italian Stock Exchange Committee for corporate governance in January 2020 and replacing the previous Code of Conduct for listed companies. Within this framework, the Company adopted also a new policy aimed at managing the dialogue with shareholders – the engagement policy - and has updated the regulations of the board of directors meetings, as well as the regulations of the board Committees and other documents defining the corporate governance system of the Company.



 

• Shareholders’ Meeting This is the body of the company that expresses the will of the shareholders and takes the decisions of greatest importance to company life, such as appointing and dismissing members of the Board of Directors and Board of Statutory Auditors and approving the financial statements, amendments to the Articles of Association and extraordinary transactions (such as capital increases, mergers and de-mergers)

 

• Board of Directors It is composed of nine members - seven of whom must satisfy the independence requirements established by the law and Corporate Governance Code - and meets on a monthly basis to examine and deliberate on the running of the company, its financial results, proposals concerning organisational models and strategic transactions. The roles of the General Manager and Chairwoman are clearly distinct and both of them have the power to represent the Company.

 

• Committees The Board of Directors has established five internal committees with propositional and consultative roles: the Control and Risk Committee, Remuneration Committee, Nominations and Corporate Governance Committee, Related and Connected Parties Committee, Sustainability Committee.

 

• Board of Statutory Auditors It consists of three regular auditors and two replacement auditors appointed by the Shareholders' Meeting. It supervises compliance with the law and Articles of Association, observance of the principles of sound management, and in particular, the adequacy of the organisational, administrative and accounting system used by the Company and its actual functioning.  

 

• Review by the Court of Accounts The financial management of Poste Italiane is subject to review by the Court of Accounts, in accordance with Law 259 of 21 March 1958. This process is carried out by a magistrate of the Court of Accounts, who attends sessions of the Board of Directors and Board of Statutory Auditors.

 

• Independent auditor Deloitte&Touche S.p.A. has been appointed independent auditor for financial years from 2020 to 2028.

Poste Italiane has been an issuer of shares listed on the Mercato Telematico Azionario (MTA) organised and managed by Borsa Italiana S.p.A. since 27 October 2015. Consequently, each year the company publishes: