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Corporate Governance

Corporate GovernanceBoard of Directors

The Board of Directors is now composed of twelve members, eight appointed by the Shareholders on 5th February 2019 and four appointed by the Shareholders on 29th April 2020, following the resignations of three directors (who had been appointed on 5th February 2019) and the increase from eleven to twelve in the number of directors approved by the same Shareholders' Meeting on 29th April 2020. The Board of Directors thus composed stays in charge until the Shareholders' Meeting approving the Financial Statements as at 31st December 2021.

The Board is composed of the following members:

Alfredo Altavilla – President

Alfredo Altavilla is Senior Adviser to CVC Capital Partners.
He was Chief Operating Officer Europe, Africa and Middle East (EMEA) of FCA from November 2012 till August 2018. He has also been a member of the Group Executive Council (GEC) and Head of Business Development since September 1, 2011.
He began his career as an assistant at Università Cattolica, Milan.
In 1990, he joined Fiat Auto, where he initially focused on international ventures in the area of strategic planning and product development.
In 1995, he was appointed Head of Fiat Auto China where he set up the first JV in Nanjng and in 1999 head of Asian Operations.
He has been involved in Business Development since 2001, becoming responsible for coordination of the alliance with Genera! Motors and, in 2004, being assigned responsibility for management of all Group all alliances.
In September 2004, Mr. Altavilla was appointed Chairman of FGP (Fiat/GM Powertrain JV) and Senior Vice President of Business Development of Fiat Auto.
In July 2005, he became CEO of Turk Otomobil Fabrikasil A.S. (TOFAS) - a 50-50 joint venture between Fiat Auto and Koç Holding listed on the Istanbul stock exchange - while retaining his role as head of Business Development.
In November 2006, he was named Chief Executive Officer of FPT - Fiat Powertrain Technologies.
In July 2009, he became a member of the Board of Directors of Chrysler Group LLC (Member of the Audit Committee) and in October 2009 was named Executive Vice President of Business Development for Fiat Group.
From November 2010 to November 2012 he was President and Chief Executive Officer of Iveco. He was also a member of the Fiat Industrial Executive Council (FIEC) from January 2011 to November 2012.
He holds a degree in Economics from Università Cattolica, Milan.
He is a Member of the Board of Enerpac Tool. (listed on the NYSE, Member of Audit Committee and Compensation Committee), Tim S.p.A. (listed in Milan and Chairman of the Nomination and Compensation Committee), Conceria Pasubio S.p.A. and I3P (VC Incubator of the Politecnico of Turin)


Guido Guidi  - Vice President 

He graduated in medicine, cum laude, in 1979 at the University of Milan, with a specialization, at the same university, first in immunology and allergology, achieved in 1984, and then in rheumatology, achieved in 1989.

Medical doctor since 1980, he was Medical Advisor first in Smith Kline & French Italia from 1981 to 1982 and then, from 1983 to 1985 in Roussel UCLAF Italia, then Medical Director from 1986 to 1989 in Sharper Italia (Roussel UCLAF Group).

In Sandoz Italy since 1990, until 1991 as head of the immunology and transplantation area and from 1992 to 2000 as head of the Specialty Products unit.

Since 2000 he has been in charge of the Southern Europe oncology unit at Novartis and from 2002 to 2012 he was head of the Head of Oncology, Europe at the Milan office where he led the marketing of several oncology products and played a key role in several partnership operations as a Novartis Deal Committee member. From December 2012 to February 2017, at the Swiss headquarters in Basel, he was appointed Head of Pharma, Europe, where he leads the marketing of several key products, coordinates operations and supervises a staff of over 7,000 employees working in more than 50 countries, including Russia and Israel.

Meanwhile he attended business courses in Lausanne in 2000 and from 2003 to 2015 in Boston (USA) at Harvard University.

Throughout his career, he has also been Chairman of the Board of Directors of Novartis Italy, Novartis Spain, Novartis Nordics and Novartis UK, he was a member of the Novartis Pharma Executive Committee (PEC), and Chairman of the Novartis European Executive Committee (EEC), as well as a member of the Novartis Portfolio Management Board, R&D Oncology and Pharma and the EFPIA Executive Committee. He was awarded the Novartis CEO Excellence Award in 2006 and the Novartis CEO Talent Development Award in 2008.

Currently senior advisor at Boston Consulting Group and teaching professor & coordinator of Medicina Farmaceutica (organized by Università degli Studi di Milano and Istituto Mario Negri), he holds the positions of (i) founder and chairman of the board of directors of AuroraTT S.r.l., (ii) member of the board of directors of Aurora Science S.r.l., Philogen S.p.A., Genenta Science S.r.l. and Tethis S.p.A., (iii) managing director of Geleven S.r.l., (iv) member of the board of directors and SAB member of Zambon S.p.A., (v) SAB member and consultant of Italfarmaco S.p.A..


Andrea Recordati – 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 September 2006, he was appointed Sole Director of the German subsidiary Recordati Pharma GmbH. 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 July 2013 he was appointed Chief Operating Officer, being responsible for all the commercial and production activities of the Group and sitting on several boards of directors within the Group. From 16 august 2016 to 5 February 2019, he was appointed as Vice Chairman and CEO of Recordati S.p.A.. Currently, he is CEO of Recordati S.p.A..


Francesco Balestrieri​

He graduated in Business Administration in 1993 at the Ca’ Foscari University of Venice.

In 1993 he joined Alcon (formerly CIBA Vision), a
division of Novartis, which operates in the eye care sector and develops and markets contact lenses, eye care products, ophthalmic and surgical products, with the position of Head Business Planning and Analysis Italy until 1995, then Project Manager from 1995 to 1996, Head Finance Europe and APAC from 1996 to 1998, Global Head of Financial Planning and Control from 1998 to 2000, General Manager CE and ME from 2000 to 2001, Commercial Head Europe from 2002 to 2005, General Manager DACH from 2005 to 2007, up to the position of President USA, Canada and Latin America from 2008 to 2011, where, as regional manager for USA, Canada and Latin America, he developed and implemented a new strategy for the U.S. market that brings the business in line with growth aspirations.

In 2011 he joined Sandoz, a division of Novartis, which operates in the sector of generic and special medicines, hospital products, biopharmaceuticals and OTC, here he held various positions, always reporting to the CEO of Sandoz, in particular he was President Asia-Pacific until 2013, then President
CEE and Global Head OTC until 2015, President CEEMEA until 2017 and from 2018 to 2019 President Europe where, as a member of the Global Executive Committee, he was in charge of the region’s strategic agenda, preparation and launch of biosimilar products and portfolio review to redefine the market perimeter and ensure investments in line with growth aspirations. In 2019 he assumes the role of ad interim
CEO of Sandoz S.p.A., at the Munich office, until August 2019.

During his career he has also held the position of director at Sandoz S.p.A. and Mipharm S.p.a..

He currently holds the position of sole director of Full Skin S.r.l..

Silvia Candini – Independent

Liceo Classico degree, undergraduate degree in Economics (summa cum laude) at Università Commerciale Luigi Bocconi and Exchange Programme at The Wharton School (MBA) of University of Pennsylvania.
After graduation in 1994, she joins Lehman Brothers London in the Corporate Finance team and, subsequently, in the Origination team, where she works on marketing and structuring of IPOs and convertible bonds. In 1996, she moves to the Debt Origination team at JP Morgan London to cover Italian banks and local authorities as issuers.
From 1998 to 2008 she continues to work at JP Morgan in the fixed income sales & trading department, assuming responsibility for the distribution to Italian institutional clients of “plain vanilla” and structured fixed income products, such as senior and subordinated securities issued by financial institutions (including first subordinated bond issue of Generali), senior and subordinated corporate notes, high yield and emerging markets bonds, securitizations (ABS, MBS and CDOs), Credit Default Swaps, Credit linked Notes. Other relevant structured trades include equity linked notes to traditional funds (Henderson), Hedge Funds (GLG) and Indexes (Itraxx, Eurostock50).
Since 2009, co-founder and managing partner of Studio C&C, providing Family Office and financial advisory services to High Net Worth private clients.
Current roles:

  • Independent Director, Member of the Audit, Risk and Sustainability Committee and Member of the Remuneration Committee with Recordati S.p.A.
  • Independent Director with BPER Banca S.p.A.

Michaela Castelli - Lead Independent Director
Born in Rome on 7 September 1970, graduated in Law and a specialization course in financial law, she began working in London dealing with Capital Market. Has experience working with major legal firms in Italy, dealing with corporate and financial markets law. Worked for the Italian Stock Exchange for 9 year where she dealt with assisting, in close collaboration with the supervisory authority (CONSOB), quoted issuers on matters concerning extraordinary operations, price sensitive information, compliance and corporate governance.
Registered in Milan Bar Association, she is an expert in corporate organization and compliance, internal audits and 231 regulations, she was consultant and member of the Boards of Directors of listed and not listed companies, standing auditor on Boards of Auditors and member of several supervisory boards.
Author of sector publications and lecturer on various continuous education courses on corporate and financial markets law; participated in numerous conferences as a speaker.
 
• Chairperson of Acea SpA, Chairperson of Sea SpA and Nexi SpA, where she is also member of internal Committees. 
• Member of the Board of Directors of Recordati SpA and La Doria SpA
• Chairperson of the Supervisory Board of Teva Srl and Nuova Sidap   
• Member of the Board of Statutory Auditors of Autogrill Italia SpA

Giorgio De Palma​

Giorgio De Palma was born in Milan on 28 August 1974, he earned a summa cum laude degree in nuclear engineering from the Politecnico di Milano and an engineering degree from the École Centrale de Paris.
He began his career at Morgan Stanley, where he worked for more than four years in the M&A team.

In 2005, he joined CVC Capital Partners, where he currently holds the position of senior managing director.

Mr. De Palma currently holds the following offices: (i) Chairman of the Board of Directors of Arzignanese S.r.l., (ii) member of the Board of Directors of Conceria Pasubio S.p.A., Sisal Group S.p.A., Sisal S.p.A. and (iii) sole director of Donizetti Holdings S.r.l.


Joanna Le Couilliard - Independent

Joanna Susan Le Couilliard has 25 years’ healthcare management experience gained in Europe, the United States and Asia.
Much of her career has been in pharmaceuticals at GlaxoSmithKline where, amongst other roles, she headed the U.S. vaccines business and Asia Pacific Pharmaceuticals business and led a program to modernise the commercial model.
She was previously Chief Operating Officer at the BMI group of private hospitals in the U.K. She was Non-Executive Director at Cello Health plc, Frimley Park NHS Foundation Trust in the UK and at the Duke NUS Medical School in Singapore.
She is a graduate of Cambridge University and a Chartered Accountant.
She is currently a Non-Executive Director at Circassia Group plc (formerly, Circassia Pharmaceuticals plc) and Alliance Pharma plc, all listed on the London Stock Exchange.


Giampiero Mazza
Giampiero Mazza graduated summa cum laude from Rice University (Houston, Texas, USA) in 1991 with a degree in Economics and in 1996 completed a Master in Business Administration at the Harvard Business School (Boston, Massachusetts, USA).
He started his career as a business strategy advisor in Bain & Company (Dallas, Texas, USA). He joined James D. Wolfensohn Inc (New York, NY, USA), a firm specialized in M&A transactions.
From 2005 to 2010 he was partner in BC Partners (London, UK), a private equity firm.
In 2010 he joined CVC Capital Partners, a private equity firm, where he actually is Managing Partner, Head of the Italian office and responsible for the Italian business.
Giampiero Mazza also holds the following positions: (i) CEO of CVC Advisers (Italia) S.r.l., (ii) member of the board of directors in Conceria Pasubio S.p.A., Sisal Group S.p.A., Sisal S.p.A., SisalPay S.p.A., Recordati S.p.A., Multiversity S.r.l. (iii) chairman of the board with delegated powers in Rossini Investimenti S.p.A., and in FIMEI S.p.A.

Piergiorgio Peluso - Independent​

Diploma in humanities, degree in “Economics and Social Sciences (D.E.S.)” from Università Commerciale L. Bocconi, with a specialization in Finance, obtained in 1992, and an experience in Arthur Andersen, he joined Mediobanca S.p.A. in the Participations and Special Affairs Service, dealing with mergers, acquisitions and financial restructuring.

In 1998 he worked at Credit Suisse First Boston in London on mergers, acquisitions and capital market transactions in the financial institutions (banking and insurance) and utilities area.

In 2002 he joined Medio Credito Centrale S.p.A. (Capitalia Group), as Central Director of the Advisory Area, and subsequently assumed direct responsibility for the Corporate Division of the Capitalia Group with the title of Central Director and member of the Executive Committee of the banking group. During the years of his management, he was actively involved in the Capitalia Group’s recovery plan. In 2007, following the merger between Capitalia S.p.A. and UniCredit Group S.p.A., he was confirmed as Head of Investment Banking in Italy and, subsequently, Managing Director of the corporate bank of the UniCredit Group (UniCredit Corporate Banking S.p.A.) and Head for Italy of the Corporate & Investment Banking Division of the banking group.

From 2011 to September 2012 he was General Manager of Fondiaria-SAI S.p.A., working on the
relaunch plan of the insurance group and the subsequent integration with the Unipol group.

From September 2012 to June 2019 he was Telecom Italia’s CFO, with responsibilities of various kinds in the areas of: planning and control, transformation office, purchasing, real estate and logistics, finance and investments, accounting and financial, tax, mergers and acquisitions and risk management; participation in road shows and meetings with investors; regular attendance in Telecom Italia’s Board of Directors and the Internal Control Committee.

During his career, he has also held the position of Director in several companies, including Banco di Sicilia S.p.A., Edison S.p.A., Gemina S.p.A., Aeroporti di Roma S.p.A., Milano Assicurazioni S.p.A., Fondazione Telecom Italia, Telecom Italia Media S.p.A. and Telecom Argentina S.A. (Argentina).

Since January 2020 he holds the position of member of the Board of Directors of Sacertis S.r.l., a startup that deals with the monitoring of infrastructures and diagnostics for risk assessment.


Cathrin Petty

Cathrin Petty holds a Master of Arts in Natural Sciences from New Hall, Cambridge University and a post-graduate Diploma in Management Studies from the Judge Institute, Cambridge.
She started her career at Schroders and Schroder Ventures. She has been partner at APAX Partners, and prior to moving to CVC Capital Partners, she was Head of Healthcare EMEA with JP Morgan Chase & Co.
Cathrin Petty also held numerous non-executive positions, including at the NHS (Strategie Health Authority for Greater London), Circassia Pharmaceuticals Ltd, Icon Plc., Qualitest Inc. and Zeneus Pharma Ltd.
Currently, she serves as Managing Partner and Head of Healthcare at CVC Capital Partners, where she joined in July 2016.

Cathrin is currently member of the board of directors in the following companies: Theramex HQ UK Limited, IWH UK Investco Limited, IWH UK Finco Limited, IWH UK Holdco Limited, IWH UK Midco Limited, Sphinx Reserve Co., and Recordati S.p.A.; she is also managing director of  Fimei S.p.A. and Rossini Investimenti S.p.A.


Fritz Squindo – Group General Manager

Fritz Squindo 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. In November 2019 he was appointed Group General Manager. 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.

 

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 a Risk, Control and Corporate Social Responsibility (CSR) 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 05th February 2019, 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 Risk, Control and CSR Committee is composed of the following non-executive and independent directors: Michaela Castelli, Chair, Silvia Candini e Piergiorgio Peluso.

The Remuneration Committee is composed of the following non-executive and independent directors: Johanna Le Couilliard, Chair, Silvia Candini e 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.