The Shareholders’ Meeting of Finmeccanica Spa, which met today in Rome, under the chairmanship of Admiral Guido Venturoni, made the following decisions:
- To appoint Mr Ivanhoe Lo Bello, who was already co-opted by the Board of Directors on 16 May 2012 ex Art. 2386 of the Italian Civil Code, as Director in place of resigning Mr Marco Iansiti; Mr Lo Bello’s CV is available on the Company’s website (www.finmeccanica.com).
- To postpone the appointment of the Directors in replacement of those resigning to the upcoming Shareholders’ Meeting to be convened to approve the Annual Report for 2012.
In compliance with Art. 125-quater of the TUF (Testo Unico Finanza – Finance Consolidated Law), a summary of the voting will be made available on the Company’s website (www.finmeccanica.com) within the established deadline of five days after the date of the Shareholders’ Meeting.
The Board of Directors of Finmeccanica SpA, chaired by Vice President Admiral Guido Venturoni, also met today and made the following decisions:
- To approve the establishment of a Committee entrusted with the task of singling out and proposing the criteria and behaviour required for a Group of global dimensions and present worldwide in the Aerospace and Defence sector, in order to comply with higher-aiming best practices. The Committee will formulate necessary recommendations on how to achieve these higher standards, focusing its attention on the following aspects:
- Singling out measures and actions capable of further elevating the behavioural principles and standards to be applied in the business management;
- Identifying new provisions aimed at guaranteeing that the aforesaid principles and standards be implemented as effectively as possible.
The Committee will report to the Board of Directors and will be composed of:
- Giovanni Maria Flick, President Emeritus of the Italian Constitutional Court and former Minister of Justice from 1996 to 1998. Prof. Flick has been appointed to chair the Committee.
- Alberto Alessandri, Full Professor of Criminal and Commercial Law at the Bocconi University;
- Vittorio Mincato, Chief Executive Officer of ENI SpA from 1998 to 2005, former President of Assonime, former Member of FIAT’s Board of Directors and Member of FIAT’s Internal Surveillance Committee from 2005 to 2012;
- Giorgio Sacerdoti, Full Professor of International Law at the Bocconi University and former Vice President of the OECD Committee Against International Corruption from 1995 to 2001;
- Angelo Tantazzi, former Chairman of Borsa Italiana S.p.A. from 2000 to 2011 and Vice Chairman of the London Stock Exchange Group plc from 2007 to 2010.
The recommendations formulated by the Committee will be accepted and assessed by Finmeccanica with a view to further enhancing its behavioural standards. Finmeccanica also commits to entrust an independent third party with the task of evaluating and monitoring how the recommendations have been implemented by the Group.
The establishment of the Committee integrates the set of initiatives promoted by Finmeccanica – in terms of new rules, the instatement of surveillance bodies and the involvement of independent third parties – aimed at assuring correctness and transparency in the Group’s activities, enabling it to conduct its commercial business and operations effectively and efficiently, as well as in compliance with the sector’s best standards.
- To assign, pursuant to the Board of Directors’ decision passed on 7 March 2013 subsequently to the tendering procedure activated, to an independent third party the task of auditing the purchase by the Group’s companies of intangibles such as software, engineering and consulting services during the 2010-2012 three-year period. The first phase of this complex and articulate activity will be finalised by March 2014.