Corporate Governance​

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.

 

 

Board of Directors

The Annual Shareholders' Meeting of d'Amico Società di Navigazione S.p.A. of 29 May 2018 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 2018-2020, thus ending at the date of the Annual Shareholders' Meeting called to approve the financial statements as of 31 December 2020. 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.

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Executive Committee

The meeting of the Board of Directors of 5 June 2018, 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 2018-2020, 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. ​

Board of Statutory Auditors

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 29 May 2018 and will remain in office for three financial years, corresponding to the financial years 2018-2020 thus ending at the date of the Annual Shareholders' Meeting called to approve the financial statements as of 31 December 2020. 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.


Effective Auditors

Gian Enrico Barone - Chairman
Fabio Casasoli
Marco Mencagli​​

Alternate Auditors

Roberto Nardi
Franco Guerrucci

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External Auditors

Upon reasoned proposal of the Board of Statutory Auditors, the Annual Shareholders’ Meeting held on the 21st of June 2017 resolved to assign 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 Stephens Group, for a three-years’ period ending at the date of the Annual Shareholders’ Meeting called to approve the financial statements as of 31st December 2019, corresponding to the 2017, 2018 and 2019 financial years.

 

 

Articles of Association ​

​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.

 

Model 231

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.

 

Organisation, Management and
Control Model

Whistleblowing

Reports of any irregularities and/or unlawful behaviours, acts or omissions that constitute violations, even suspected, of the principles ratified in the Group Code of Ethics, the Organisation, Management and Control Models pursuant to Italian Legislative Decree 231/01 shall be forwarded alternatively via e-mail to: odv.dsn@damicoship.com (which is accessible only to the members and the secretary of the Supervisory Committee) or through the Company’s ashore whistleblowing reporting system available at  

https://damico-whistleblowing.azurewebsites.net 

The Supervisory Committee will examine only nominative reports if they are supported by serious, specific and congruous elements ensuring the confidentiality of the whistleblower's identity.

Inside Information

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.

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.

In this section is available the last version of the Regulation.

​​​​Code of Ethics

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.


Code of Ethics