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.
The FNM Group, furthermore, encourages the active and responsible involvement of the person who, with a sense of ethics and in good faith, reports conduct in contrast with corporate rules, regulations and procedures in order to identify any irregularities so that it is possible to promptly adopt the appropriate corrective measures.
In order to ensure the implementation of these principles and compliance with the applicable regulations, the FNM Group – in accordance with the provisions of Legislative Decree no. 24/2023 – makes the Whistleblowing platform (“WB Confidential”) available to employees and external stakeholders (shareholders, partners, customers, suppliers, consultants), and more generally, to anyone who has a legitimate interest in the business activities of the FNM Group, to report, even anonymously, facts or conduct, adequately substantiated, which may cause damage or harm to FNM S.p.A., to companies of the Group or to third parties.
The WB Confidential Platform is the IT channel that, also by means of an encryption system, guarantees the confidentiality of the identity of the person making the report, the person involved, the person in any case mentioned in the report, as well as the content of the report and the related documentation. For this reason, this channel is to be considered the preferred one.
Alternatively, a report can also be made in the following channels:
- ordinary mail by sending it in a sealed envelope, marked “confidential/personal” to the address of the relevant company of the FNM Group for the attention of the relevant Supervisory Board (or to the attention of the Whistleblowing Committee where the same Whistleblowing Report is from
its jurisdiction). - voice messaging system calling number 0039 02 88 894 894 ;
- direct meeting with relevant Supervisory Board (or with Whistleblowing Committee).
Commercial customer or service complaints and complaints of a personal nature are excluded.
All reports are treated with the utmost discretion and confidentiality in order to protect the person making the report from any risk of retaliation or repercussions in the work or personal sphere.
Please note that, in the cases exhaustively indicated pursuant to Art. 6 of Legislative Decree no. 24/2023, it is also possible to make a report to the relevant authority (ANAC).
All information and personal data acquired is processed in accordance with the applicable data protection regulations set out in Regulation 2016/679/EU (General Data Protection Regulation).
To find out more, see the Whistleblowing Procedure and Privacy Policy.
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.