Governance Documents
In this section, you can view and download all documentation relating to FNM Group’s governance.
Governance system
FNM S.p.A., a share-issuing company listed on the Borsa Italiana S.p.A. market, adopts a corporate governance system that complies with the provisions of the law and of the current CONSOB legislation, in line with the contents of the Corporate Governance Code for Listed Companies on the Italian stock Exchange and with national and international best practices.
FNM’s governance structure is based on a traditional organizational model and consists of the following bodies: Shareholders’ Meeting, Board of Directors, Board of Statutory Auditors and an external auditing firm.
Policy for managing dialogue with shareholders and stakeholders
In accordance with Principle IV and Recommendation no. 3 of the Corporate Governance Code of Borsa Italiana, FNM’s Engagement Policy aims to enhance and foster dialogue between the Company, the financial community, and the markets by building, maintaining, and developing a consistent, proactive, and trust-based relationship with shareholders and stakeholders. It promotes engagement activities designed to align the interests of these parties with those of the Company, with the goal of supporting investment stability and the sustainable success of both the Company and the Group over the medium to long term.
FNM Statutes
The Articles of Association are the document that defines the key rules for the organization and operation of the company. The current Articles of Association are available below.
FNM Group Code of Ethics and Conduct
The Code of Ethics and Conduct defines the values and principles of conduct that the FNM Group recognizes, shares, and promotes, and with which all employees, as well as anyone acting on its behalf in any capacity to pursue its objectives, are required to comply.
Model 231
FNM and its subsidiaries have adopted their own Organizational Models since 2005. These models have been developed in accordance with the provisions of Legislative Decree No. 231/2001 and the guidelines issued by Confindustria and ASSTRA.
Guidelines for the internal control system
The Guidelines for the Internal Control and Risk Management System define the set of rules and controls for the implementation of the Corporate Governance Code for listed companies.
Anti-Corruption Policy
The Anti-Corruption Policy establishes the principles and guidelines adopted by the FNM Group to prevent, combat and prohibit all forms of corruption.
Sustainability Policy
The FNM Group has adopted a structured system of policies aimed at ensuring the responsible and transparent management of sustainability issues.
These documents define a comprehensive framework of principles and measures designed to prevent, mitigate, and correct potential impacts, as well as to manage risks and leverage opportunities associated with the transition toward a sustainable, inclusive, and resilient business model.
FNM Group Sustainability Policy*
Outlines the Group’s commitment to integrating ESG factors into all business lines andoperations, ensuring a marriage of competitiveness and sustainability.
*except for Viridis and NordCom
Environmental Sustainability Policy of the FNM Group*
Establishes corporate commitments and processes aimed at protecting the environment and combating climate change, as well as reducing direct and indirect impacts generated by the Group.
*except for FNM Power, Viridis and NordCom
Diversity Policy for the Board of Directors of FNM S.p.A.
Promotes heterogeneous and qualified governance, fostering a balanced gender representation and ensuring a decision-making process enriched by diverse perspectives.
Diversity Policy for the Board of Statutory Auditors of FNM S.p.A.
It promotes heterogeneous and qualified governance, fostering balanced gender representation and ensuring decision-making enriched by diverse perspectives.
Diversity, Equity, and Inclusion Policy
The FNM Group’s DE&I Policy sets out principles, objectives and commitments to enhance diversity and promote inclusion and equity. It provides for an articulated governance system, with dedicated roles and responsibilities, to guide the implementation of initiatives. It ensures the monitoring of results and the integration of DE&I into business processes, fostering continuous improvement.
Auditing firm
Auditing is carried out by a company registered in the Register according to the relevant laws and regulations and in particular to the Consolidated Financial Act (Legislative Decree 58/98).
The assignment for the nine-year period 2026-2034 was conferred by the Shareholders’ Meeting on May 6, 2025, to the audit firm Deloitte & Touche S.p.A. and consists in verifying the regular keeping of corporate accounts, the correct recording of management events in the accounting records, and the audit of the separate and consolidated financial statements. The same company was also assigned the task of issuing the compliance certification for sustainability reporting.
Annual documents
Corporate governance report
- 2026, Report on corporate governance
2025 Corporate Governance Report
Annual documents
Remuneration Report
- 2026, Remuneration report
2025 Remuneration report
Regulations and procedures
Board of Directors Operating Regulations
The regulation governs the operational rules of the Board of Directors of FNM S.p.A., including the procedures for recording the minutes of meetings and the processes for managing the flow of information to the directors, in compliance with legal and regulatory provisions and the company’s bylaws, as well as in light of the principles and recommendations of the Corporate Governance Code to which the Company adheres. Feedback
Internal Dealing Code
The Internal Dealing Code governs the disclosure and conduct obligations regarding transactions involving the Company’s shares, debt instruments, or other related financial instruments, when such transactions are carried out by individuals within FNM who possess decision-making authority and/or significant knowledge of the company’s strategies.