On September 14, 2004 an Extraordinary Shareholders' Meeting resolved to adopt the "monistic" system on Corporate Governance. Under this system, control of operations is no longer performed by the Board of Statutory Auditors (which was therefore eliminated), but by a Supervisory Committee within the Board of Directors comprised solely of independent members of the Board.
Buongiorno S.p.A. is governed by a Document of Corporate Governance, that summarises the set of rules of behaviour regarding its organisational structure and the relationships with third parties. The Company's organisational model is essentially in line with the principles set forth in the Italian Stock Exchange "Self-Discipline Code for Listed Companies", also known as "Preda Code". English language document available for download here(PDF).
This is a translation of the Italian text. The translation was prepared solely for your convenience. Only the Italian text has legal value.
Organizational, Management and Control Model
Legislative Decree N. 231 of June 8, 2001 has introduced Rules and Regulations concerning the "administrative responsibility" of companies in the Italian legal system. These Rules and Regulations state that companies can be held responsible, and consequently subject to fines, for specific offences committed in the interests or to the advantage of the company itself perpetrated by the company's directors, employees or those operating in name and on behalf of the company. Companies can,
therefore, adopt the so called "Organizational, Management and Control Models" designed to prevent these offences. On September 12, 2005 the Board of Directors of Buongiorno SpA adopted the "Organizational, Management and Control Model", inspired by the Guidelines of Confindustria, and appointed the Supervisory Body responsible for conducting controls to determine the proper enforcement of the Model and its updating. On November 9, 2009 the Board of Directors of Buongiorno SpA approved the revision of the Organizational, Management and Control Model
Code of Conduct
On September 12, 2005 the Board of Directors of Buongiorno SpA adopted the Code of Conduct of the Buongiorno Group in which are stated the principles and rules of conduct that should guide the entire Organisation in carrying out its activities. On November 9, 2009 the Board of Directors of Buongiorno SpA approved the revision of the Code of Conduct.
Procedure on transactions with related parties
In line with the provisions of Consob Regulatio no. 17221/2010, on November 12, 2010 and with the favorable recommendation of the Supervisory Committee, whose members are exclusively independent directors, the Board of Directors approved the new procedure on transactions with related parties.