The Company is managed by a Board of Directors consisting of a number of members not lower than seven and not exceeding thirteen. The Meeting shall case by case, before electing the Board, define the number of its members within the aforementioned limits.
The Directors are appointed for a period not exceeding three financial years and may be re-elected pursuant to Art. 2383 of the Italian Civil Code.
The appointment of the directors is made by the ordinary Meeting.
The company Articles of Association requires, for the assumption of the office of director the honorability requirements pursuant to the applicable law and regulations, as well as the possession of certain professional qualifications indicated in the same Articles of Association.
The General Shareholders' Meeting held on 13 May 2016 appointed as Member of the Board of Directors: Alistair John Dormer, Katherine Jane Mingay, Andy Barr, Giuseppe Bivona, Rosa Cipriotti Alberto de Benedictis, Mario Garraffo, Fabio Labruna e Katharine Rosalind Painter.
The Board of Directors was appointed for three financial years and will, therefore, remain in office until the date of the general Meeting called to approve the financial statements as of 31 March 2019.
On 16 May 2016, the Company’s Board of Directors appointed Mrs. Katherine Jane Mingay as Vice Chairman of the Board of Directors. Please note that on 21 October 2016, Ms. Katherine Jane Mingay resigned from her role of Vice Chairman of the Board of Directors, without prejudice to her office of Director of the Company. On 28 October 2016 the Board of Directors appointed Mr. Alberto de Benedictis as new Vice Chairman of the Board of Directors replacing Mrs. Katherine Jane Mingay.
On 24 May 2016, the Company’s Board of Directors appointed Mr. Andy Barr as Chief Executive Officer and General Manager.
Please note that, the Ordinary Shareholders’ Meeting of Ansaldo STS S.p.A., held on 19 January 2017 resolved to bring an action for liability, pursuant to article 2393 of the Italian Civil Code, against the Director Mr. Giuseppe Bivona who has been revoked from his office by operation of law. Therefore, the Shareholders’ Meeting appointed, pursuant to the applicable laws and the Company’s By-Laws, Mr. Michele Alberto Fabiano Crisostomo as Director of the Company (first non-elected candidate taken from the minority shareholders’ list, jointly submitted on 21 April 2016 by the minority shareholders Elliott Associates L.P., Elliott International L.P. e The Liverpool Limited Partnership).
On 29October 2018 the Directors Ms. Rosa Cipriotti, Mr. Michele Alberto Fabiano Crisostomo and Mr. Fabio Labruna gave their irrevocably resignation as Directors of Ansaldo STS S.p.A., with effect from 2 November 2018, on the basis of the agreement signed on 29 October 2018 among Hitachi Ltd., Hitachi Rail Italy Investments S.r.l. and Elliott Management Corporation, Elliott International, L.P., Elliott Associates, L.P. and The Liverpool Limited Partnership regarding the purchase, by Hitachi Rail Italy Investments S.r.l., of the entire shareholding held in Ansaldo STS S.p.A. by Elliott International, L.P., Elliott Associates, L.P. and The Liverpool Limited Partnership.
On 16 November 2018, the Board of Directors appointed Ms. Barbara Biassoni, Mr. Filippo Corsi (General Counsel of the Company) and Mr. Riccardo Tiscini to replace the resigning Directors. The above mentioned Directors, were confirmed by the Ordinary Shareholders’ Meeting held on January 31, 2019.