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Corporate Governance

Corporate GovernanceBoard of Directors

Composition
The Board of Directors, appointed by a Shareholders’ Meeting on the 11th of April 2017, is composed of nine members and their term of office expires on the date of the approval by the Shareholders of the 2019 Annual Report.
The Board is composed of the following members:

Alberto Recordati - Chairman

Alberto Recordati graduated from University of London King's College in 1977 with a degree in biochemistry and in 1984 successfully completed a research PhD within the Biochemistry Department of Charing Cross Hospital Medical School part of that same university. He joined Recordati in 1984 as a researcher in the biochemistry laboratories. In 1987 he was appointed Head of the Planning and Product Development Office. From 1990 to 1992, he worked for the US subsidiary Pharmetrix Corp as research project coordinator. In 1992 he was appointed Industrial Manager for Biochemicals with responsibility for biochemical/microbiological research and for the Cascina dè Pecchi biochemical/fermentation production site. In 1995, he became Head of the Chemical Research and Technologies Division. In 1999, he was appointed director in charge of the fine chemicals sector and in 2004 Deputy Chairman of Recordati S.p.A.. He has held responsibility for co-ordinating the “Drug Discovery” and “Drug Development” activities of the Company since 2008 and also for licensing-in activities since 2011. In 2016 he was appointed Chairman.


Andrea Recordati - Vice Chairman and Chief Executive Officer

Andrea Recordati gained a Bachelor of Arts in medieval and modern history from the University of London Royal Holloway and Bedford New College. Between September 1995 and March 1998, he participated in the SmithKline Beecham Management Access Program, in the United Kingdom, starting off as Assistant Product Manager in Consumer Healthcare and then, for one year, occupying the role of medical representative in Essex before becoming Project Manager responsible for the development and implementation of an innovative SmithKline Beecham marketing initiative. He joined Recordati in 1998 as Project Leader for a project aimed at improving Sales Force productivity and better use of marketing investments. In April 1998, he joined the Board of Directors of the Company. In 1999, he was given responsibility for Pharmaceutical Business Development. In March 2002, the Lercanidipine Business Unit was set up and he was appointed head of that unit. Since November 2002, he has been responsible for setting up the subsidiary Recordati Ireland and its industrial plant and, subsequently, for setting up the UK subsidiary. In August 2007, the Northern and Central Europe Subsidiaries Division was set up and he was appointed head of that division. That division was enlarged in 2010 to include all western European companies. In February 2011 he was appointed General Manager of the International Pharmaceuticals Division. In 2013 he was appointed Chief Operating Officer, being responsible for all the commercial and production activities of the Group. In 2016 he was appointed Vice Chairman and Chief Executive Officer.


Rosalba Casiraghi - Independent

Rosalba Casiraghi.

Degree: Business Administration. Faculty of Economics at L. Bocconi University.

Officiai Registered Auditor

She started her activity as cost accountant in a subsidiary of a U.S. corporation, then she began Chief Financial Officer.

After these experiences she has undertaken business and professional activities.

Director and auditor in companies operating in industrial and financial sectors, listed and unlisted.

BOARD MEMBER IN COMPANIES AND OTHER INSTITUTIONS

  • Member of Supervisory Board and of Audit Committee of Banco Intesa Sanpaolo
  • Member of Board of Fondo Strategico Italiano, holding of Cassa Depositi e Prestiti
  • Member of Board of Luisa Spagnoli. clothing industry in Perugia
  • Member of Board of Università degli Studi dMilano
  • Member of Board of NH Hotels S.A.. hotels group, listed in Madrid Stock Exchange
  • President of Statutory Auditors Board Telecom Medialisted in Milan Stock Exchange
  • President of Statutory Auditors Board of Nuovo Trasporto Viaggiatori, passenger services on high-speed lines
  • President of Statutory Auditors Board Npl Non Performing Loans
  • Auditor of Telecom Italia Foundation

Michaela Castelli - Independent

Michaela Castelli.

Born on 7 September 1970.

1. Positions and Qualifications

Of Counsel to NCTM Studio Legale Associato.

Member of the Supervisory Board and the Nomination Committee, and independent member of the Internal Supervisory Board, of A2A S.p.A., a company listed in the Blue Chip segment of Borsa Italiana in the FTSE MIB index.

Member and Secretary of the Board of Directors, and member of the Nomination and Compensation Committee and the Supervisory Board, of Seat Pagine Gialle S.p.A., a company listed on the MTA of Borsa Italiana S.pA..

President of the Supervisory Board of Teva s.r.l. (Teva Pharmaceutical Industries Ltd Group, listed in the NYSE).

President of the Supervisory Board of Bellco s.r.l. (Charme Group).

Member of the Board of Auditors of River Holding S.p.A. (Delta Banking Group) from 2009 to September 2013.

President of the Supervisory Board of Interbrand S.r.l. from 2009 to 2012.

President of the Supervisory Board of Lima S.p.A. from 2009 to February 2013.

Member of the scientific editorial board of the Corporate Governance Committee of Borsa Italiana, which reviewed the new edition of the Corporate Governance Code for listed companies of March 2006 (published by Borsa Italiana).

2. Degree and postgraduate courses

University of Milan, Degree in Law, 1994.

Commercial University “L. Bocconi” of Milan, Specialisation course in financial law, 2001.

Course in leadership organised by INSEAD, 2004.

3. Experience in the areas of expertise (*)

- Head of Legal Affairs – Listing Department, Head of the Secretariat of the Institutional Committee (decision-making body) and Secretary of the Supervisory Board at Borsa Italiana S.p.A. (2001 - 2010):

Advisor to the companies of the group  (Monte Titoli, Cassa di Compensazione e Garanzia, Bit Systems) on corporate law, delegations and governance;

Preliminary legal investigation of the procedures for continued suspension and removal of financial instruments from trading (Cirio, Parmalat; Lazio AS, Giacomelli, Argentine Bonds);

Legal assistance with corporate information handling and issuers’ extraordinary transactions;

Preliminary legal investigation of sanction procedures against issuers, sponsors and specialists;

Preliminary legal investigation of the procedures for admission to trading of shares, including as a result of mergers/demergers, and of any other instruments issued by listed companies (Lottomatica, Snam, dual listing of NovusPharma, Vicuron);

Preliminary legal investigation of the procedures for admission to trading of bonds, warrants and fund units (Vittoria assicurazione, Fiat, Roncadin);

Preliminary legal investigation of the procedures for admission to trading of financial instruments (covered warrants, certificates, ABSs, ETFs, etc.);

Examination of the evolution, at both domestic and international level, of corporate law and corporate governance, update of the principles applicable to listed companies and participation in the drafting of documents relating to consultation procedures (parliamentary hearings, consultation documents at both national and EU level, etc.);

Assistance with the procedures for amending the rules on listed issuers;

Gap Analysis, drafting of the organisational model under Legislative Decree No 231/2001.

 

- Advisor at international law firms (Chiomenti and Ughi Nunziante).

- Advisor at the London branch of Banca Commerciale Italiana S.p.A. on syndicated loans and conduit lending (plain vanilla and structured financing), loan securitisation transactions, umbrella facilities, the structuring of loans to support acquisitions, mergers, demergers and the sale of businesses or business units.

4. Professional Skills

Expert in corporate and financial markets law.

Lecturer at several courses on continuous education in corporate and financial markets law, both in Italy and abroad; speaker at numerous conventions.

Author of specialist publications.

 

(*) The information about the professional assistance provided to the clients mentioned above only includes data publicly available.


Elisa Corghi - Independent
  ELISA CORGHI

WORKING EXPERIENCE
Dec. 2016 – today
 
 
Apr. 2016 – today
 
 
Apr. 2015 – today
 
 
Oct. 2014 – Feb. 2016
 
 
 
 
Dec. 2000 – Oct. 2013
 
 
 
 
 
 
 
 

CORNELIANI SpA
Member of the Board of Directors
 
BASICNET SpA
Member of the Board of Directors
 
TECNOINVESTIMENTI SpA
Member of the Board of Directors
 
Startup Team Member (Fashion Online Aggregator for the Italian market)
Definition of a 3-year business plan. Vision and business model development (target and positioning, acquisition channels and selling proposition), content management (blog, Twitter and Instagram), new business development (direct emailing), results monitoring (KPIs definition and reporting system set up)
 
INTERMONTE SIM, Research Department
Senior Financial Analyst, Consumer Stocks - Partner in Intermonte Holding SpA
Stocks under coverage: Recordati, DiaSorin, Amplifon, Davide Campari, Parmalat, Autogrill, World Duty Free, Indesit Company, De’Longhi, Nestlè, Unilever, Danone. Secondary responsibility on Luxottica, Bvlgari, Ferragamo, Tod’s, Brunello Cucinelli, Safilo, Benetton, Geox.
Companies’ financial analysis: in-depth analysis of corporate business plans and accounts; development of estimates and valuation models to assess the fair value of stocks; development of investment cases; discussion of investment recommendations with sales and institutional investors. Organization of roadshows in Europe and the US with companies’ top management and investors.
 
Feb. 2000 – Dec. 2000 KRAFT FOODS Inc. – Food Division
Senior Brand Manager Sottilette Kraft
Definition of a 3-year business plan for the brand. Definition of the brand strategy and its marketing plan (tasks including: re-designing the brand architecture, reactivating the innovation funnel through brand stretching analysis, line-up extension, and implementation of new launches). Definition of the communication strategy (tasks including: reviewing the brand copy strategy and setting up of the new communication campaign; setting up and management of promotional activities). In charge of the brand’s P&L.
 
Feb. 1999 – Jan. 2000
 
 
 
 
 
 
 
 
 
Feb. 1997 – Jan. 1999
 
 
Sep. 1996 – Jan. 1997
 
 
Mar. 1996 – Jun. 1996
BARILLA ALIMENTARE SpA – Bakery Division
Brand Manager Flauti Mulino Bianco
Definition of the marketing strategy for the creation of a new brand (positioning, line-up architecture, communication, offering development, coordination of R&D development activities). Design of the new line-up logo and visual identity. Communication strategy design, aiming at two different target groups: mothers and children. Full execution of TV campaigns and development of collateral activities dedicated to children (press campaigns, telemarketing, brand website). Definition and implementation of key promotional activities, including the re-adoption of Barilla’s in-packs, with production and logistics implications. Qualitative and quantitative panel-based consumer analysis on product, communication and promotions. Financial and economic analysis related to the set up of a new production line. Pack system redesign.
 
BARILLA ALIMENTARE SpA – Bakery Division
Assistant Marketing Manager Minicakes Mulino Bianco
 
CONCEIVE Management Consulting
Assistant Consultant
 
WELLA SpA – Professional Division
Assistant Brand Manager System Professional
EDUCATION  
Jan. 2014 – Dec. 2014
 
Sep. 1991 – Apr. 1996
 
 
 
 
Sep. 1985 – Jun. 1991
IN THE BOARDROOM training program for the new Board of Directors, developed by Valore D and GE Capital, in partnership with Egon Zehnder and Linklaters
Università Commerciale LUIGI BOCCONI, Milano (110/110, with distinction)
Economia Aziendale, Gestione delle Imprese Internazionali (Business Economics) Final dissertation paper “Gestione delle Attività Internazionali: Modelli Alternativi a Confronto, Applicazione al caso Sogefi” (Int’l Activities Management: alternative models, the Sogefi’s case). Supervisor: Prof. P. Mazzola, President: Prof. C. Demattè
Liceo Scientifico BELFIORE, Mantova (58/60)            

Paolo Fresia - Independent

Paolo Fresia originally from Turin, ltaly, holds a First Class Joint Honours B.A degree in Philosophy and Economics from UCL, University College London.

Starting from 2008, he worked with Goldman Sachs as an intern and then full time as fixed income sales trader.

He left the City in 2010 to pursue an M.Phil. in Development Studies at Trinity Hall, University of Cambridge.

From late 2011 to early 2013, Paolo worked with the humanitarian NGO Médecins Sans Frontières ­ Doctors Without Borders. He was posted to Haiti for a year as the mission's Financial Coordinator.

In spring 2013, he moved to Asia to study Mandarin Chìnese and -  since September 2013 - has been a sustainability and corporate social responsibility consultant BSR, Business for Social Responsibility, in their Hong Kong office. He does not have any further responsibilities for the administration or control other companies.


Mario Garraffo - Independent

Mario Garraffo graduated in 1960 with a degree in Economics from the “Bocconi” University in Milano.

From 1960 to 1970, he was Controller and Development Director of La Centrale Finanziaria Generale, a holding company principally involved in the public utilities area (communications and energy). From 1970 to 1980, he was Investment Director at the IFI group; from 1980 to 1985 he was Chief Executive Officer of IFIL- Finanziaria di Partecipazioni and from 1985 to 1993 President of IFINT (now EXOR).

In 1993, he was appointed Chief Executive Officer of Lazard Italia until the acquisition of Vitale, Borghesi & Co. in 1998. Thereafter, he was appointed Chief Executive Officer of UNIM – Unione Immobiliare, a post which he held until the year 2000, when he was appointed as Chairman of General Electric Italia until 2004. He was then a Senior Advisor for General Electric Europe from 2004 until 2007.

He is an independent director and a member of the Compensation  Committee of the GE Interbanca SpA, an Independent Director and a Member of the Audit and Risk Committee of the Recordati S.p.A.

He has been a Trustee of the Johns Hopkins University of Baltimore and  a Trustee of the Johns Hopkins School for Advanced International Studies (SAIS) in Bologna.

From 1995 to 2006 he was President of the Università Bocconi Alumni Association and member of the Board of Directors of the Donna Javotte Bocconi Foundation (founding entity of the Università Bocconi).

 

Dr. Garraffo holds the following additional positions:

- Independent Director and Member of Remuneration Committee of GE INTERBANCA SpA

- Independent Director of Pitagora SpA

- Independent Director of  Quadrivio Capital Sgr


Fritz Squindo - Managing Director and Chief Financial Officer

Fritz Squindo was born in Gressoney St. Jean (Aosta, Italy) on May 19th, 1956 and graduated “cum laude” in Economics at the Bocconi University in Milan, Italy.

He started his career in 1981 in Telettra S.p.A., a telecommunications company within the Fiat Group, where he was employed in the finance department. In 1986 he joined Sanofi S.p.A., the Italian subsidiary of the French pharmaceutical group Sanofi, where he was first Head of Finance and, as from 1990, Head of Management Accounting.

In 1992 he joined Recordati S.p.A. as Head of the Management Accounting department. In 1995 he was appointed Chief Financial Officer and in 2008 also became Managing Director. Since 2013 Mr. Squindo is a member of the Board of Directors of Recordati S.p.A. and is also part of the managing bodies of several Recordati Group companies.


Marco Vitale

Marco Vitale business economist. He has teached for several years business economy at Pavia University (where he also studied at the famous Ghislieri College); Bocconi University, Milan; Libero Istituto Universitario Carlo Cattaneo (for which he was  vice-president, President of the Scientific Committee, and responsible for management area and which he contributed to create). He has been chairman of Istud (Foundation for the business culture and management), which he also contributed to relaunch,  and has been co-ordinator for management area of ISTAO, post-degree management school  founded by  the economist Prof. Giorgio Fuà.

Former partner of Arthur Andersen &  Co., he is founding partner and president of Vitale–Novello & Co. S.r.l., top management consulting firm. In this context he is consultant and member of the board of directors for many important companies.

He has been president from 1984 till 2003 of A.I.F.I. (Italian Venture Capital and Private Equity Association) and promoter and first president of Arca Group, the mutual fund company of popular banks.

He has been  Vice-president, member of the board and of the Executive Committee of Banca Popolare of Milan from 2001 till 2009  and was Chairman of Bipiemme Gestioni S.G.R., the Asset Management Company of the BPM Group.

President of the Rino Snaidero Scientific Foundation; member of the Board of Olivetti Foundation; member of the Board of FAI Foundation. He is a member of UCID Brescia.

He has been President from March 2010  till June 2013 of Fondo Italiano di Investimenti SGR SpA, constituted by the Treasure Ministry, Confindustria, ABI, Banca Intesa, Unicredit, Monte Paschi, Crediop and some popular banks,  with a capital of 1.2 billion Euro, with the aim of sustaining development projects and   internationalization  of little medium companies.

He has been appointed to several  important public tasks.

He contributes to important leading newspapers and business magazines.

He published several books including:

Società, bilanci e borse valori in un mercato mobiliare evoluto (Etas-Kompass); La riforma delle società per azioni (Giuffré); La lunga marcia verso il capitalismo democratico (Ed. Il Sole-24 Ore); Liberare l’economia: le privatizzazioni come terapia alla crisi italiana (Ed. Marsilio); Le Encicliche sociali, il rapporto fra la Chiesa e l’economia (Ed. Il Sole-24 ore); Sviluppo e Spirito d’Impresa (Ed. Il Veltro); America. Punto e a capo (Scheiwiller); Il Mito Alfa (Egea editore, Bocconi); Lezioni di Impresa, da tempi e luoghi diversi – I proverbi di Calatafimi (Piccola Biblioteca Inaz, 2008); Gli angeli nella città (ESD Edizioni); Passaggio al Futuro, Oltre la Crisi attraverso la Crisi (Ed. Egea, Bocconi); Corruzione (ESD Bologna 2010); Responsabilità nell’impresa (Piccola Biblioteca d’Impresa Inaz, 2010);  Spiritualità nell’impresa (Piccola Biblioteca d’Impresa Inaz, 2011); Viaggio nello sport italiano (ESD Edizioni, 2011).

He was editor in Italy and USA of the bilingual version  of the essay  of Carlo Cattaneo: “Intelligence as a principle of public economy”.

Good mountain - climber, he has covered great part of Italy by bicycle, a good way to observe the Italian economy as it really is and not as people say to be.

 

Prof. Vitale holds the following additional positions:

- Director ERMENEGILDO ZEGNA HOLDITALIA SpA

- Director Snaidero SpA

- Director LUVE SpA

- Director SMEG SpA

- Director Banca Passadore SpA

 

The Corporate Governance Report available on the website www.recordati.it may be consulted for further information on the Board of Directors and, in particular, on the following: the procedures for appointing and replacing the board: its role and functioning; the executive officers and bodies; the independent directors.

Committees
The Board of Directors has formed a Remuneration Committee and an Audit, Risk and Sustainability Committee from among its members, both with consultative and proposal-making functions composed exclusively of independent directors.

Finally, when forming the committees following the appointment of the new Board of Directors on 11 April 2017, the Board confirmed its decision made in previous years not to form an Appointments Committee, but expressly reserved the duties assigned to the latter by the Corporate Governance Code to itself sitting in plenary session.

The Audit, Risk and Sustainability Committee is composed of the following non-executive and independent directors: Michaela Castelli (Chairman), Rosalba Casiraghi and Elisa Corghi

The Remuneration Committee is composed of the following non-executive and independent directors: Mario Garraffo (Chairman), Rosalba Casiraghi and Michaela Castelli.

The Corporate Governance Report available on the website www.recordati.it may be consulted for further information on the above mentioned committees and in particular on the procedures for appointing and replacing them and on their role and functioning.