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.
RULES OF PROCEDURE OF THE BOARD
The rules of procedure govern the functioning of the Board of Directors of FNM S.p.A., including the procedures for recording the minutes of the meetings as well as for managing the reporting to the directors, in compliance with the law, regulations and the bylaws, and in light of the principles and recommendations of the Corporate Governance Code to which the Company adheres.
Shareholders engagement policy
In accordance with Principle IV and Recommendation no. 3 of Borsa Italiana’s Corporate Governance Code, FNM’s Engagement Policy aims to enhance and foster the dialogue between the Company, the financial community and the markets by building, maintaining and developing a constant, proactive and trusting relationship with Shareholders and Stakeholders, promoting dialogue activities that help align the interests of the latter with those of the Company, in order to favour the stability of investments and the sustainable success of the Company and the Group in the medium/long term.
Code of Internal Dealing
The Code of Internal Dealing defines the rules for fulfilling disclosure obligations and rules of conduct relating to transactions concerning Company’s shares, debt instruments or other financial and associated instruments, by individuals within FNM who have decision-making power and/or significant knowledge of the Company’s strategies.
Tool Whistleblowing
The FNM Group strongly believes in the importance of fostering an open corporate culture based on the principles of responsibility, integrity, transparency and merit. Il Gruppo FNM, inoltre, favorisce il coinvolgimento attivo e responsabile del soggetto che, con senso etico e in buona fede, riferisce comportamenti in contrasto con norme, regolamenti e procedure aziendali al fine di identificare eventuali irregolarità e adottare tempestivamente gli opportuni correttivi.
To ensure the implementation of these principles and compliance with applicable regulations, the FNM Group – in accordance with the provisions of Legislative Decree. 24/2023 – makes available to employees and external stakeholders (shareholders, partners, customers, suppliers, consultants), and, more generally, to anyone who is a legitimate bearer of an interest in the business activities of the FNM Group the Whistleblowing (“WB Confidential”) platform to report, even anonymously, facts or conduct, adequately substantiated, that may cause damage or harm to FNM S.p.A, Group companies or third parties.
La Piattaforma WB Confidential is the computer channel that, including through an encryption system, ensures the confidentiality of the identity of the reporter, the person involved, the person in any case mentioned in the report, as well as the content of the report and related documentation. For this reason, this channel is to be considered the one preferenziale.
In alternativa, è possibile effettuare una segnalazione anche attraverso i seguenti canali:
- la posta ordinaria mediante invio in busta chiusa, con la dicitura “riservata/personale” all’indirizzo della società interessata del Gruppo FNM all’attenzione del relativo Organismo di Vigilanza (ovvero all’attenzione del Comitato Segnalazioni ove la stessa Segnalazione sia di
sua competenza); - Il sistema di messaggistica vocale chiamando il numero 02 88 894 894;
- incontro diretto con l’OdV (ovvero con il Comitato Segnalazioni) .
Commercial complaints from customers or for disservices and complaints of a personal nature are excluded.
All reports are treated with the utmost discretion and confidentiality to protect the reporter from any risk of retaliation or repercussion on the professional or personal sphere. Please note that, in the cases strictly specified under Article 6 of Legislative Decree 24/2023, it is also possible to report to the relevant authority (ANAC).
All information and personal data acquired are processed in accordance with current legislation on the protection of personal data pursuant to Regulation 2016/679/EU (General Data Protection Regulation).
Per saperne di più, consulta la Procedura Whistleblowing e l’Informativa Privacy.
policy regarding the diversity of the board of auditors of fnm s.P.A.
It promotes heterogeneous and qualified governance, fostering balanced gender representation and ensuring decision-making enriched by diverse perspectives.
DownloadDiversity, 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)
On 28 April 2017, the Shareholders’ Meeting appointed PricewaterhouseCoopers SpA as the auditing firm for for the 2017-2025 nine-year period. This appointment requires regular verification of bookkeeping and correct recording of the management facts in the accounting records, as well as verification of separate and consolidated financial statements. The same company has also been tasked with revising the FNM Group’s Sustainability Report.