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Appointment of Corporate offices, independence requirements and appointment of the members of the Board committees

Appointment of Corporate offices, independence requirements and appointment of the members of the Board committees
15 April 2019 - Time: 07:29

Verona, 15 April 2019

The Board of Directors of Cattolica Assicurazioni, which met on 13 April 2019 in Verona after the end of the Annual General Meeting, has assigned the corporate offices, pursuant to art. 40 of the Articles of Association, to the directors elected during the General Meeting by appointing Paolo Bedoni as Chairman, Alberto Minali as CEO, Aldo Poli as Deputy Senior Chairman, Barbara Blasevich as Deputy Chairman and Alessandro Lai as Secretary of the Board.

The Board of Directors has then verified the independence requirements of the Directors and qualified all of them as independent pursuant to article 148, third paragraph of the d.lgs. No. 58/1998, with the only exception of the Chief Executive Officer1 .

Moreover, the directors: Federica Bonato, Cesare Brena, Piergiuseppe Caldana, Bettina Campedelli, Luigi Castelletti, Chiara de’ Stefani, Rosella Giacometti, Giovanni Glisenti, Pierantonio Riello, Anna Strazzera and Eugenio Vanda, have stated to meet the independence requirements envisaged in the Code of Conduct of Borsa Italiana S.p.A. as applied by the Company2 . Art. 30.2 of the Articles of Association is thus being complied with, on the basis of which at least 10 Directors must meet the independence requirements provided for in art. 148, third paragraph of d.lgs. No. 58/1998, and in the Code of Conduct.

Lastly, the Board of Directors has appointed the members of the Board committees as described below:

 

Nomination Committee

  1. Paolo Bedoni (Chairman)
  2. Aldo Poli
  3. Bettina Campedelli
  4. Chiara de’ Stefani
  5. Eugenio Vanda

 

Control and Risk Committee

  1. Bettina Campedelli (Chairman)
  2. Barbara Blasevich
  3. Rosella Giacometti

 

Remuneration Committee

  1. Chiara de’ Stefani (Chairman)
  2. Alessandro Lai
  3. Pierantonio Riello

 

Related Parties Committee

  1. Luigi Castelletti (Chairman)
  2. Piergiuseppe Caldana
  3. Anna Strazzera

 

Corporate Governance and Sustainability Committee

  1. Paolo Bedoni (Chairman)
  2. Aldo Poli
  3. Barbara Blasevich
  4. Alberto Minali
  5. Bettina Campedelli
  6. Alessandro Lai

 

Cattolica Assicurazioni is one of the major players in the Italian insurance market and the only cooperative company in the sector listed on the Milan Stock Exchange, where it has been present since November 2000. With over 3.5 million customers relying on insurance solutions and distributed products, the Group records premium income of almost €6 billion (2018). At Group level, Cattolica has over 1,444 agencies spread throughout Italy, both in large and small centres and a network of 1,928 agents. For more information: https://www.cattolica.it/en/profile  

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1 Since the CEO is an executive director which has a professional relationship with the Company.

2 The company informs that the Board of Directors, while confirming its adherence to the Code of Conduct, has resolved to deviate from the application criterion 3.C.1., letter e), of the same Code, under which a director is not independent if it has been in office for the same issuer for more than nine years during the last twelve years. This was done in accordance with the acknowledged need to carry out a substantial assessment in order to be able to benefit of the professional skills that in time have proven adequate to function within the complex Group’s regulatory and structural framework.