The traditional system of corporate governance adopted by the group holding d’Amico Società di Navigazione S.p.A. pursuant to article 2380 of the Civil Code is inspired by the highest standards of transparency and fairness in corporate management.
It follows the provisions of the benchmark laws and is in line with the best international practice, particularly considering the wide geographic extent of the d’Amico group’s distribution and the Stock Exchange listing of its indirect subsidiary incorporated under Luxemburg law, d’Amico International Shipping S.A.
The system of corporate governance adopted by the group holding represents an essential tool to ensure effective and efficient management, as well as a reliable control over the activities carried out within the Group. We are aware that the latter have a social relevance, to which the Group is totally committed, and that the interests of all those involved in their respective activities need to adequately considered.
The Annual Shareholders' Meeting of d'Amico Società di Navigazione S.p.A. of 22 June 2021 appointed the members of the Board of Directors and its Chairman. It confirmed the outgoing members for the three-year period corresponding to the financial years 2021-2023, thus ending at the date of the Annual Shareholders' Meeting called to approve the financial statements as of 31 December 2023. Subsequently, on 15 June 2022, the Shareholders' Meeting, following the resignation presented by a Director, proceeded to appoint a new member for the two-year period corresponding to the financial years 2022/2023. Therefore, the Board of Directors currently consists of five Directors, three of whom are Executives and two Non-executives.
According to the Articles of Association and subject to the limits established by law, Board of Directors is vested with full managerial powers for the purposes of the ordinary and extraordinary administration of the company, with a faculty to perform all the actions it believes necessary and/or opportune to achieve the corporate purposes, with the exclusion of those matters strictly reserved to the Shareholders' Meeting.
The meeting of the Board of Directors of 22 June 2021, in compliance with and within the limits of the law and the Articles of Association, confirmed the constitution of the Executive Committee, for a three-year period corresponding to the financial years 2021-2023, and giving it all the powers permitted by the Articles of Association.
Pursuant to Article 2381 of the Italian Civil Code, within the scope of the mandate assigned it, the Executive Committee is also assigned to provide the Board of Directors and the Board of Statutory Auditors with information concerning the general performance of operations and the outlook, as well as the most significant transactions carried out by the Company and its subsidiaries, providing continuous and adequate information concerning the activities carried out whilst performing the duties delegated to it.
The Board of Statutory Auditors and its Chairman were appointed by the Annual Shareholders' Meeting of d'Amico Società di Navigazione S.p.A. on 22 June 2021 and will remain in office for three financial years, corresponding to the financial years 2021-2023 thus ending at the date of the Annual Shareholders' Meeting called to approve the financial statements as of 31 December 2023. The current Board of Statutory Auditors thus consists of three standing members and two alternate members, and all of them were appointed in compliance with the current regulations in force.
Pursuant to Article 2403 of the Italian Civil Code, the Board of Statutory Auditors is called upon to monitor abidance of the law and of the Articles of Association, compliance with the principles of correct management and especially the adequacy of the organisational, administrative and accounting structure of the Company.
Upon reasoned proposal of the Board of Statutory Auditors, the Annual Shareholders’ Meeting held on the 23rd of June 2020 resolved to confirm the assignment of the audit of the statutory and consolidated annual reports and accounts of the Company Axis S.r.l. of Reggio Emilia, in its capacity of external independent auditor and being part of the Moore Global Network, for a further three-years’ period ending at the date of the Annual Shareholders’ Meeting called to approve the financial statements as of 31st December 2022, corresponding to the 2020, 2021 and 2022 financial years.
The Company Articles of Association give the essential rules of operation of the Company and its corporate bodies.
The current Company Articles of Association in force was last amended by the Extraordinary Shareholders’ Meeting held on 29 May 2008.
Since 2008 d'Amico Società di Navigazione S.p.A. adopts the 231 Organisation, Management and Control Model provided under article 6 of Legislative Decree no. 231 of 8 June 2001 (the “231 Model”), a consistent system of procedures, rules and controls aimed at preventing and/or reducing the risk of commission of those criminal offences provided for by the Legislative Decree No. 231/2001.
The said Decree introduced the administrative liability of legal persons and their bodies for specific types of criminal offences provided under the criminal code committed and pursued in Italy by parties who act in representative, administrative or management capacities of the company or one of its administrative areas with financial and functional autonomy or by members of their staff in the interest of and/or to the benefit of the company. However, while introducing this administrative liability regime, the Decree also provided for a specific type of release from responsibility in case the company can prove that it adopted and efficiently implemented an organisation, management and control model that could prevent said offences, and that a specific body within the entity was given responsibility for supervision of the functioning, adequacy and effectiveness of the said model and its updating (the Supervisory Committee ), and was given independent powers of initiative and control.
On 17th April 2019 the Company’s Board of Directors approved an updated version of the aforementioned 231 Model that takes into account the latest legislative amendments occurred within the scope of application of Legislative Decree No. 231/2001 which led to the modification of both the General Part and of some Special Parts. In particular it was introduced a reference to the new reporting channel (whistleblowing) implemented by the Company.
The lastly updated General Part of the Model 231 is available in this section.
The d’Amico whistleblowing platform available at the following address https://openreportingsystem.damicoship.com/ can be used to report any irregularities and/or unlawful behaviors, acts or omissions, both occurred on board or ashore, that could constitute violations or attempted violations, even suspected, of the legislative provisions referred to in Legislative Decree 231/2001, of the principles ratified in the Group Code of Ethics and in the Organisation, Management and Control Models pursuant to Italian Legislative Decree 231/01 of the d’Amico Group companies that have adopted them (d’Amico Società di Navigazione S.p.A., d’Amico Shipping Italia S.p.A. e d’Amico International Shipping S.A.), of the Group’s procedures, policies and rules in general (the so called “Integrated Management System”) and, in particular of the Group Anti-Corruption Policy that may constitute fraud or damage, even potential, towards colleagues, shareholders and stakeholders, or unlawful acts detrimental to the interests and reputation of the Company. The report may also refer to cases even suspected or attempted of “bullying”, sexual harassment, violations of privacy legislation and situations of real, potential and apparent conflicts of interest for which adequate disclosure has not been made by the parties involved and which may have consequences on the impartiality and good performance of the Company.
d’Amico Società di Navigazione S.p.A. voluntarily applied the Legislative Decree no. 231 of 8 June 2001, and with a resolution of the Board of Directors of 18 May 2020 it renewed the membership of its Supervisory Committee (the "SC") confirming its past composition and assigned among others with the following main tasks:
To supervise the effectiveness of the Model of Organisation, Management and Control (the "Model") adopted by the Company;
To regularly check the efficiency and adequacy of the Model;
To evaluate the expediency of updating the Model of Organisation, Management and Control on the basis of the change in existing company requisites and conditions
To guarantee the necessary exchange of information, to promote suitable initiatives to ensure the Model is known and understood
The Company’s Supervisory Committee was established as a collegial monitoring body consisting of three members, appointed after careful assessment and evaluation of the compliance with the requisites envisaged by the Italian Legislative Decree no. 231/2001 for this office and of the particular needs and structure of the Company.
All the current members will remain in office for a further three years’ period and therefore until the Board of Directors’ approval of the draft of the financial statements pertaining to the financial year ending on 31 December 2022.
In compliance with the provisions of Regulation (EU) of 16th of April 2014, n. 596/2014 relating to market abuse (the "MAR") and in consideration of the professional and consultancy relationships between d'Amico Società di Navigazione S.p.A. ("DSN") and its listed subsidiary, d'Amico International Shipping S.A. ("DIS"), governed by specific service agreements, in its meeting of 23rd of April 2018, the Board of Directors of DSN resolved to set-up a List of Persons who have access to the Inisde Information of DIS (the ”Insider List”).
Furthermore, on 11th of November 2019 the Board of Directors of DSN approved the internal regulation governing Inside Information and the set-up of a List of Persons who have access to Inside Information (hereinafter the "Regulation") aimed at preventing the abuse of Inside Information, market manipulation and the attempt to abuse Inside Information or to manipulate the market. The Regulation governs the processing of Inside Information in relation to the internal management and external communication of documents and information concerning DIS.
d’Amico Società di Navigazione S.p.A. has voluntarily applied the Legislative Decree no. 231 of 8th June 2001 and with a deliberation by the Board of Directors on 29th May 2008 it approved and adopted a Code of Ethics, which contains the fundamental ethical principles followed by Company and which the directors, auditors, employees, advisors, partners and in general all those acting in the name and on behalf of same are held to respect.
In 2014, the Company’s Board of Directors approved an amended version of the Code of Ethics, recommending that it be adopted by each of the companies in the d'Amico Group. Subsequently, in 2018 the Company issued an update of the same to align it to the regulatory changes regarding the "Data Protection" rules and in 2019 the Code of Ethics was updated with the introduction of a reference to the new reporting channel (whistleblowing) implemented by the Company.
The lastly updated d’Amico Group’s Code of Ethics is available in this section.