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 25 June 2015 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 2015-2017, thus ending at the date of the Annual Shareholders' Meeting called to approve the financial statements as of 31 December 2017. 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 25 June 2015, 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 2015-2017, 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 25 June 2015 and will remain in office for three financial years, corresponding to the financial years 2015-2017 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 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.
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 (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. On June 9th, 2015 the Company’s Board of Directors approved an updated version of the 231 Model that takes into account the legislative and organizational changes which had been occurring over the past few years.
Notifications of breach of the organisation, management and control model pursuant to Legislative Decree 231/2001
Notifications of proved or alleged breach of Model 231 must be forwarded via e-mail to: firstname.lastname@example.org, which is accessible only to the members and the secretary of the supervisory committee
The supervisory committee will examine also anonymous notifications, but only if they are supported by serious, specific and congruous elements. It ensures the privacy of the mailer in case of non-anonymous notifications.
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 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.