The governance system adopted by GALA S.p.A. consists of the following corporate bodies:
- The Shareholders’ Meeting;
- The Board of Directors, which has delegated part of its management powers to the Chairman of the Board, appointing him Chief Executive Officer, and has formed an Internal Control and Risk Committee with advising and consulting functions.
- The Board of Statutory Auditors.
The Company’s accounts are independently audited by an accredited audit firm under current regulations.
The Board of Directors
The current Board of Directors was appointed by the Ordinary Shareholders’ Meeting on June 28th 2016 for the 2016-2017-2018 triennium and it will remain in office until the Shareholders’ Meeting called to approve the financial statements for the year 2018.
In conformity with article no. 2381 of the Italian Civil Code, the Board of Directors evaluates the adequacy of the organizational, administrative and accounting systems of the Company, examines the strategic, industrial and financial plans of the Group, and assesses general developments in the operations of the Company.
GALA’s Board of Directors has a central role in the Internal Control and Risk Management System, establishes its guidelines to ensure that the main risks faced by the Company and its subsidiaries are properly identified, managed and monitored. The Board of Directors, with the support of the Internal Control and Risk Committee, evaluates the adequacy and the effectiveness of the Internal Control and Risk Management System.
Since 2001, Filippo Tortoriello is the Chief Executive Officer of GALA S.p.A., a company that operates in the Sectors of Electric Energy, Gas and Energy Efficiency, in Italy and on the European and Asian markets. Thanks to the consolidated engineering know-how, the Group is in the vanguard of design services and construction management, construction and facilities management with particular focus on efficiency services and energy saving, integrated with the design. In 1980, he constitues GALA Engineering (former Costen), society of engineering and architectural services, acquiring a great experience and maturity in the building, architectural and plant design and proposing a cutting-edge vision which combines engineering requirements, aesthetic development, minimization of energy consumption and environmental impact. In his long and brilliant career, he has made an important contribution to the business and academic world, covering prestigious assignments; in particular, he has been Member of the Unindustria’s Council, of the “Energia e Ambiente” Commission and Managing Directors of Energy Section of Unione degli Industriali delle Imprese di Roma (UIR). He is currently Member of the Unindustia’s Council and of the Executive Council of Unindustria’s Small Industry. Recently, he was appointed as Member of Confindustria Nazionale’s General Council for the next two years, representing Unindustria. Filippo Tortoriello graduated from the Federico II University of Naples with a degree in Civil Engineering. He is married and he loves to experiment refined culinary combinations. He is passionate about art and he sponsored the activities of italian or foreigners young emerging artists. He is particularly sensitive to issues of solidarity and social incursion; he brought his personal and business contribution in a lot of social and philanthropic activities.
Adolfo Leonardi was born on September 6th 1947 in Rome and graduated in Economics from the Sapienza University of Rome in 1972. He is a professional accountant since 1974 and a certified auditor since 1995; for over 40 years he has assisted numerous national and international companies of various businesses, he acted as Administrator of many national enterprises, as well as Chairman of the Board and member of the Board of Statutory Auditors of several companies.
Eugenio Maraghini Garrone was born on March 15th 1953 in Rome. He graduated in Law in 1978 and after the experiences at the European Union (1979) and at the IMI – Istituto Mobiliare Italiano (1980 – 1984), he joined the FIAT Group in 1984, where he was engaged until 2001 and obtained roles of increasing importance, arriving to obtain the nomination of Director of Control and Institutional Relations. From 2001 to 2010 he held various leadership roles in Finance, Administration, Control and Development, within Toto and GIM-SMI groups, within Magreb – Grenfield S.p.A., Torno Internazionale S.p.A., Arena Agroindustrie Alimentari S.p.A.. Since 2010, he is a partner of M.G. Consulting and a senior advisor of Aglais S.r.l.
Internal Control and Risk Committee
The Internal Control and Risk Committee supports the Board of Directors, with adequate inquiring activity, in the evaluations and decisions related to the Internal Control and Risk Management System (hereafter “SCIGR”), as well as those related to the approval of periodic financial reports. The Committee, in particular, makes proposals and expresses opinions in relation to the definition of SCIGR’s guidelines; it also expresses appraisals on the periodic evaluation of SCIGR’s adequacy and effectiveness. The Committee supervises Internal Audit activities and, in more general terms, analyses issues related to the SCIGR.
The current Internal Control and Risk Committee has been appointed in 2016 by the Board of Directors and consists of three Directors, one of which is a Non-Executive Director.
The following Directors are members of the Committee:
- Adolfo Leonardi – Member;
- Eugenio Maraghini Garrone – Member.
Internal Control and Risk Committee PDF (ita)
Board of Statutory Auditors
The current Board of Statutory Auditors was appointed by the Ordinary Shareholders’ Meeting on June 28th 2016 for the 2016-2017-2018 triennium and it will remain in office until the Shareholders’ Meeting called to approve the financial statements for the year 2018.
The Board of Statutory Auditors monitors:
- the compliance with the law and the Company’s regulations;
- the observance of the principles of sound administration;
- the appropriateness of the company’s organizational structure, the adequacy of the internal control system and the administrative and accounting system, as well as the reliability of the latter in accurately representing operations;
Members of the Board of Statutory Auditors:
Maurizio Bernardo was born on September 25th 1958 in Rome and graduated in Economics from the Sapienza Univesity of Rome. He has been registered in the Register of Certified Public Accountants and Auditors of Rome, as well as in the College of Chartered Accountants and Accounting Professionals of Rome since 1985; he has been a chartered accountant and certified public auditor since 1995. Between 1978 and 1980 he worked as Internal Auditor for Gruppo Finmeccanica S.p.A. He is registered in the Register of Court-Appointed Experts, as well as in the Register of Bankruptcy Trustees of the Rome Courts. He is charter member and currently works for BEC&Associati, providing management and tax consulting, also at international level. He is currently Chairman and/or Auditor of various business companies’ Boards of Statutory Auditors.
Federico Capatti was born on March 2nd 1961 in Rome and graduated from the Sapienza University of Rome. He is registered in the Register of Certified Public Accountants of Rome, he is a freelance tax advisor professional, as well as a freelance crisis management and corporate consultant.
Alessandro Marcotulli was born on August 21st 1963 in Rome. He graduated in Economics in 1988 and has been registered in the Register of Certified Public Accountants and Auditors of Rome since 1990. Since 1995 he is a certified public auditor. During his career he has offered consulting and assistance services to companies and public bodies, as well as management consulting on economic, property, tax, organizational, technical and accounting issues to companies of national interest, which carry out their business activity in Italy and/or abroad, mainly in the fields of public and private works, industrial production, construction, plastics and electric power industry and in the real estate sector.
All members of the Board of Statutory Auditors satisfy the professional and integrity requirements established by article no. 2399 of the Italian Civil Code.
Corporate Governance, Internal Control and Risk Management System and Rules
GALA S.p.A. is aware that an effective Corporate Governance, Internal Control and Risk Management System contributes to the management of the company in line with the business objectives set by the Board of Directors, fostering informed decision-making and contributing to ensure protection of capital, efficient and effective processes, reliable financial reporting, compliance with the laws, regulations, the By-law and internal procedures.
The Governance, the Internal Control and the Risk Management System consists of a set of tools, organizational methodology, rules and procedures integrated into the organizational, administrative and accounting structure, and more generally into GALA’s corporate governance framework. In order to define this system, the Company has taken the main reference models (first of all, the COSO Model) into consideration, as well as national and international best practices.
GALA’s Corporate Governance, Internal Control and Risk Management System consists of five levels:
- Code of Ethics
- Organisation and Control Model 231
- Internal Communications and Procedures
- Risk Assessment and Management System
The By-laws define the main characteristics and purpose of the Company, as well as the primary rules for its organization and management. They describe the system of governance and set out the criteria adopted for the composition and division of powers tributed to corporate bodies, as well as the relationship between those bodies. By supplementing the provisions of law, the By-laws define the criteria and procedures for identifying the persons and company’s bodies who contribute to the management and control of the Company.
The By-laws also describe the rights of shareholders and the means for exercising such rights; they may undergo eventual modifications by means of a resolution of the Extraordinary Shareholders’ Meeting.
The Extraordinary Shareholders’ Meeting of December 2nd 2013 has adopted new Corporate By-laws, consisting of 27 sections, which will come into effect from the admission to the listing of Company on AIM Italia – Alternative Investment Market, a multilateral negotiation system organized and managed by Borsa Italiana S.p.A.
By-laws PDF (ita)
Code of Ethics and Organization and Control Model pursuant to Legislative Decree 231/01
In accordance with the Italian regulations concerning the “administrative liability of legal entities deriving from offences” contained in Legislative Decree no. 231 of June 8th 2001 – legal entities, including corporations, may be held liable, and consequently fined or subject to prohibitions, in relation to certain crimes committed or attempted in Italy or abroad in the interest or for the benefit of the Company. With regard to this issue, the Board of Directors of GALA S.p.A. in its meeting of December 12th 2013, has approved the adoption of the Code of Ethics and of the Organization, Management and Control Model for the prevention of the crimes described in the Legislative Decree 231/01. GALA S.p.A. has also created the associated Watch Structure. The Watch Structure is composed by one external member, appointed Chairman of the Watch Structure itself, selected from academics and professionals with proven experience in corporate criminal law matters, by the Chairman of the Board of Statutory Auditors and by the Director of the Internal Audit Department of GALA S.p.A.
Model 231 and the Code of Ethics are the key elements of GALA’s Corporate Governance, Internal Control and Risk Management System. The synergies between the Code of Ethics (an integral part of Model 231) and Model 231 are highlighted by the assignment of the functions of Guarantor of both documents to the Watch Structure of the Company, with the duty of promoting and verifying their implementation.
In compliance with the provisions of the Code of Ethics and of Model 231, any breach of the principles of the Code of Ethics and/or Model 231 must be reported to the Watch Structure of GALA S.p.A by:
- e-mail: firstname.lastname@example.org
- Confidential letter to the Chairman of the Watch Structure c/o Company’s head office- Via Savoia 43/47 – 00198 Rome.
Code of Ethics PDF (ita)
Organisation and Control Model 231 PDF (ita)
Internal Communications and Procedures PDF (ita)
Internal Dealing Procedure
The Internal Dealing Procedure approved during the meeting of GALA S.p.A. Board of Directors of December 2nd 2013 and updated on July 4th 2016 in relation to the entry into force of UE Regulation n. 596/2014, effective and directly applicable in all member states from July 3, 2016, aims to define the Relevant Parties, People Closely Associated and their specific rules of conduct regarding the Company’s Shares or other financial instruments linked to such Shares, as well as the disclosure of information about them. The Procedure establishes that the Company must disclose to the public all information regarding transactions amounting to EUR 5.000 by the end of each calendar year, carried out by Relevant Parties or a Person Closely Associated, pro within three trading days from receiving the communication from the Relevant Parties. To this aim, Relevant Parties must inform the Investor Relator about the transaction by the next trading day after the date of the transaction.
Internal Dealing Procedure PDF (ita)
Management of Inside information Procedure
In conformity with the AIM Italia – Alternative Investment Market Rules for companies of July 29th2013, the Board of Directors of GALA S.p.A. – in its meeting of December 2nd 2013 – approved the procedure regarding the Public disclosure of Inside Information and Equity transactions, as well as the Internal Dealing Procedure with the aim of preventing market abuse.
GALA recognizes that information is a strategic asset to be managed so as to safeguard the interests of the Company, of the shareholders and of the market. For this reason, the procedures are designed to make all Relevant Parties, as well as GALA’s employees and partners, aware of the value of the information itself and of the consequences that may result from mismanaging or disclosing such information, including by highlighting the penalties that can be imposed for failure to comply with the relevant regulations.
The Public disclosure of Inside Information and Equity transactions Procedure, updated on July 4th 2016 in relation to the entry into force of UE Regulation n. 596/2014, effective and directly applicable in all member states from July 3, 2016, governs the management and processing of Inside Information as well as the means of public disclosure of documents and information (in particular Inside Information) relating to the Company.
Relevant Parties and employees are bound to:
- take all the necessary measures to avoid unauthorized access to and disclosure of Inside Information by carefully filing all confidential documents they may come into possession of during the execution of their activities;
- not to share Inside Information they may happen to know about the Company itself or its subsidiaries companies;
- inform the Chairman of the Board of Directors of the Company and the Investor Relator of all information regarding the Company and/or companies of the Group, which they may consider potentially confidential, as well as of all Relevant Facts which they may happen to know because of their professional or working activities and during the execution of their activities. The assessment of confidential information and of the following need for a communication to the market is carried out by the Chairman of the Board and Chief Executive Officer of the Company in association with the Investor Relator.
The evaluation of the preferred nature of the information and the consequent need to proceed to a communication to the market, is carried out by the Chairman of the Board and Chief Executive Officer of the Group who, for this purpose, make recourse to the Investor Relator.
Management of inside information Procedure PDF (ita)
Transactions with Related Parties Procedure
In compliance with the AIM Italia – Alternative Investment Market Rules for companies of July 29th 2013, on December 2nd 2013 the Board of Directors of GALA S.p.A. approved the Procedure regarding Transactions with Related Parties to ensure transparency and substantive and procedural fairness in transactions with related parties.
The procedure is largely based on the provisions of the AIM Italia – Alternative Investment Market Rules for companies, and, in an effort to ensure greater protection and functionality, extends the rules for transactions carried out directly by GALA to all transactions undertaken by subsidiaries with related parties of GALA.
Transactions with related parties are divided into transactions of lesser importance, of major importance and exempt transactions, with procedural arrangements and transparency requirements that vary based on the type and importance of the transaction.
With regard to the disclosures to be provided to the public on transactions with related parties, the relevant provisions of the AIM Italia – Alternative Investment Market Rules for companies have been fully incorporated in the procedure. More specifically, in case a transaction with Related Parties is subject to the requirements regarding price sensitive information, the Procedure establishes the issuing of a communication to the market pursuant to and for purposes of the Public disclosure of Inside Information Procedure. Specific information requirements (the issuing of an “Information Note”) are also established for transactions of major importance, as well as for the periodic reporting on transactions with related parties carried out in each quarter.
The Board of Statutory Auditors has the duty of monitoring the adequacy and effective implementation of the Procedure regarding transactions with related parties.
Related Parties Procedure PDF (ita)
Risk Assessment and Management System
GALA has developed a model for the assessment and management of risks in order to provide a comprehensive and overall vision of main company risks, considering both their extent and procedural nature, as well as the methods and instruments supporting risk management. GALA also encourages at all levels a stronger awareness of the fact that adequate risk assessment and management can contribute to the achievement of Company objectives and to the increase of its value.
The Risk Assessment and Management model was developed in accordance with international principles and best practices, forming an integral part of GALA’s Corporate Governance, Internal Control and Risk Management System.