What do we maean by Articles of Association?
The Articles of Association is that document that identifies the essential characteristics of the internal organisation and the operating rules of the Company.
By what date must the meeting approve the financial statements?
The Ordinary Meeting must be convened at least once a year for approval of the financial statements, within 180 days of the close of the corporate year since Ansaldo STS is required to prepare the consolidated financial statements.
How long does the Board of Directors of Ansaldo STS remain in office?
The Board of Directors of Ansaldo STS, nominated by the Ordinary Meeting of Shareholders on 13 May 2016 for a term of three financial years, will remain in office until the date of the Meeting that will be convened to approve the financial statements for the financial year at 31 December 2018.
What is the role of the Board of Directors
The Board of Directors is vested with the task of managing the Company, with the authority to take all appropriate actions for the achievement of the corporate purposes, excluding those acts which are reserved – by the law or the Articles of Association – to the Meeting.
Who are the Directors of Ansaldo STS?
The Directors currently in office are:
- Alistair Dormer – Chairman
- Andy Barr – Chief Executive Officer and General Manager
- Alberto de Benedictis – Deputy Chairman
- Rosa Cipriotti – Director
- Michele Alberto Fabiano Crisostomo - Director
- Katherine Jane Mingay – Director
- Katharine Rosalind Painter - Director
- Mario Garraffo – Director
- Fabio Labruna - Director
What is the role of the Board of Auditors?
The Board of Auditors carried out the activity of supervision.
In particular, the Board supervises:
- Compliance with the law and the Articles of Association;
- Compliance with the principles of correct administration;
- The adequacy of the organisational structure of the Company for matters within their competence and of its accounting management system, as well as the reliability of this latter in representing the operating events in an accurate manner;
- With the support of the Board of Directors, the Auditing Firm and the manager of internal control, on any execution by the Company of atypical and/or unusual transactions both intragroup, and with correlated parties or third parties;
- On the methods of actual implementation of the rules of corporate governance provided for by the Code of Self-Discipline adopted by Borsa Italiana S.p.A. which the Company has subscribed to, including the evaluation of the Board of Directors and the internal Committees;
- On the adequacy of the provisions issued by the Company to the subsidiaries in order to guarantee the correct execution of the information obligations required by the law;
- On the process of financial reporting; on the effectiveness of internal control, internal audit and risk management; on the legal audit of the annual accounts and the consolidated accounts;
- on the independence of the legal auditing firm, in particular as regards the provision of non-auditing services to the Company.
How are the auditors nominated?
The Meeting elects the Board of Auditors composed of three regular auditors and determines its compensation. The Meeting also elects two alternate auditors.
How long do the Auditors remain in office?
The Board of Auditors of Ansaldo STS currently in office was nominated by the General and Extraordinary Shareholders’ Meeting on May 11, 2017 and will remain in office until the date of the Meeting that will be convened to approve the Financial Statements for the financial year 2019.
Who are the members of the Board of Statutory Auditors?
The Statutory Auditors currently in office are:
- Antonio Zecca – Chairman
- Giovanni Naccarato – Statutory Auditor
- Alessandra Stabilini – Statutory Auditor
- Alessandro Speranza – Alternate Auditor
- Valeria Galardi – Alternate Auditor
- Cristiano Proserpio – Alternate Auditor