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.
Directors are appointed for a period not exceeding three corporate years and may be re-elected pursuant to Art. 2383 of the Italian Civil Code.
The appointment of directors is made by the ordinary Meeting by the ‘list’ system. The presentation of the lists can occur by initiative of the shareholders who, alone or with other shareholders, hold the quota of participated listed in conformity with what is established by Consob by regulation.
Without prejudice to the other publication obligations under the Issuers' Regulation, the lists submitted by the shareholders are to be deposited at the company registered office and made available to the public in accordance with the terms and procedures set out by the applicable provisions.
In order to ensure the actual participation of minorities in the company management, as well as the transparency of the process of selection and appointment of directors, the company Articles of Association expressly provide that each shareholder is entitled to submit or concur to submit only one list. Each person entitled to vote may vote only one list. Any shareholders belonging to the same group or being parties to a shareholders’ agreement concerning shares of the Company shall not submit or vote more than one list, even by proxy or through trust companies. Statements shall be filed together with such list, whereby the single candidates accept their nomination and certify, under their own responsibility, the non-existence of any reasons for ineligibility and incompatibility, as well as the existence of the requirements set out by the applicable laws and the Company Articles of Association for their respective offices.
Each candidate shall be nominated in one list only, on pain of ineligibility.
Each list must include two candidates who meet the requirement of independence as established by law.
In addition, lists with three or more candidates must include candidates, of different gender in accordance with the content of the notice calling the general meeting, so that the membership of the Board of Directors is in line with the legislation in force on gender equality.
The company Articles of Association condition the assumption of the office of director on the honorability requirements under the applicable laws and regulations, as well as on 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 has been 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 at 31 March 2019.
On 16 May 2016, the Company’s Board of Directors appointed Mrs. Katherine Jane Mingay as Deputy Chairman of the Board of Directors. On 21 October 2016, Ms. Katherine Jane Mingay resigned from her role of Deputy 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 Deputy 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 has 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 29thOctober 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,will remain in office until the next Shareholders’ Meeting of the Company.
The Board of Ansaldo STS is currently composed of nine directors of which five have certified that they hold the requirements of independence provided for by Art. 148, section 3, of the TUF (applicable pursuant to Art. 147-ter, section 4 of the TUF - Consolidated Act on Finance), by the Code of Self- Discipline adopted by Borsa Italiana S.p.A., as well as the other applicable legislative provisions.