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Corporate Governance

Corporate GovernanceBoard of Directors

Composition
The Board of Directors is composed of eleven members appointed by the Shareholders on 5th February 2019 for the period 2019-2021 and so it expires on the date of the Shareholders’ Meeting that will be convened for the approval of the financial statements as at 31 December 2021.
The Board is composed of the following members:

Flemming Ørnskov  - Chairman

From 2013 to 8 January 2019, Flemming Ornskov was Chief Executive Officer at Shire, the global leader in serving patients with rare diseases through the development of best-in-class therapies across a core of rare disease areas including immunology, hematology, genetic diseases, neuroscience, internal medicine and ophthalmics. 
Flemming Ornskov has extensive international, strategic and operational experience in the pharmaceutical and biotech sectors, as well as medical expertise as a physician with training in pediatrics.
Prior to joining Shire, he held the positions of Non-Executive Chairman of Evotec and Non-Executive Director of PCI Biotech Holding. From 2010 to 2013, he was Chief Marketing Officer and Global Head, General and Specialty Medicine at Bayer.
Previous leadership roles included Global President, Pharmaceuticals and Over-the Counter (OTC) at Bausch & Lomb; Chairman, President and Chief Executive Officer of LifeCycle Pharma; and President and Chief Executive Officer of Ikaria. 
Earlier in his pharmaceutical career, he held roles of increasing responsibility at Merck and Novartis, following a distinguished period working in hospitals and academic medicine. 
Flemming Ornskov received his MD from the University of Copenhagen, MBA from INSEAD, and Master of Public Health from Harvard University.
He serves as Co-Chair of The Global Commission to End the Diagnostic Odyssey for Children with a Rare Disease, a multi-disciplinary group of experts led by Shire, Microsoft, and EURORDIS-Rare Diseases Europe, which seeks to address the diagnostic challenges for patients living with a rare disease, particularly for children.  
He served previously as a Member of the Dolder Group, an organization of leading biotech and pharmaceutical CEOs dedicated to addressing industry-wide challenges, such as counterfeit medications, anti-microbial resistance, and pandemic preparedness.
Flemming Ornskov currently serves as Non-Executive Director for the Waters Corporation (listed company) and the Swiss-American Chamber of Commerce and works with Takeda Pharmaceuticals Co. under a fixed-term employment agreement that will last until 31 March 2019.


Alfredo Altavilla – Vice Chairman​

Alfredo Altavilla 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 Actuant Corp. (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) and Conceria Pasubio 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..


Silvia Elisabetta 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.

Michaela Castelli - Independent

She worked in leading Italian law firms dealing with corporate law and financial markets. She consolidated her professional experience in Borsa Italiana S.p.A., where she assisted listed companies with respect to extraordinary transactions, price sensitive information, compliance and corporate governance. She held the position of secretary of the scientific committee that was responsible for updating the listed companies’ Code of Conduct and she was responsible for listing legal department in charge of the admission to listing of shares and other financial instruments, with delegations on sensitive procedures.
She participated in consultation procedures on regulations and on the preparation of company operating procedures for the market management’s company, CONSOB supervised entity.
Expert in the organization, corporate compliance, internal controls, and legislation 231.
Consultant and member of Boards of Directors of listed companies, auditor in boards of statutory auditors and member of numerous supervisory bodies.
Author of professional publications and lecturer in several continuous education courses on corporate law and financial markets; participation in numerous conferences as a speaker.
She currently holds the following positions:
Board of Directors

  • Chairman of the Board of Directors of Sea S.p.A.
  • Chairman of the Board of Directors, member of the Risk and Control Committee, member of the Executive Committee and of the Ethical and Sustainability Committee of Acea S.p.A..
  • Member of the Board of Directors, Chairman of the Internal Control Committee of Sea Aeroporti di Milano S.p.A..
  • Member of the Board of Directors, Chairman of the Internal Control Committee, Chairman of the Related Parties Transaction Committee and Member of the Remuneration Committee of Istituto Centrale delle Banche Popolari Italiane S.p.A. (Nexi Group).
  • Member of the Board of Directors and of the Compensation Committee and Chairman of the Audit, Risk and Sustainability Committee of Recordati S.p.A..
  • Member of the Board of Directors, Member of the Remuneration Committee and Internal Control Committee of La Doria S.p.A..
  • Member of the Board of Directors, Member of the Remuneration Committee and Related Parties Committee of Stefanel S.p.A..
  • Member of the Board of Directors of My Best S.p.A..
Board of Statutory Auditors
  • Member of the Board of Statutory Auditors of Nuova Sidap S.r.l. (Autogrill S.p.A. Group)
  • Member of the Board of Statutory Auditors of Eurtel S.r.l. (Eur S.p.A. Group)
  • Member of the Board of Statutory Auditors of Autogrill Italia S.p.A.
  • Member of the Board of Statutory Auditors of Autogrill Europe S.p.A.
Supervisory Board
  • Chairman of the Supervisory Board of Teva s.r.l. (Teva Pharmaceutical Industries Ltd Group, listed in the NYSE).
  • Chairman of the Supervisory Board of La Doria S.p.A.

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 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 Pharmaceuticals plc, Cello Health plc and Alliance Pharma plc, all listed on the London Stock Exchange.


Francisco Javier de Jaime Guijarro

Francisco Javier de Jaime Guijarro graduated in law from Universidad Pontificia de Comillas (Madrid) in 1987 and in 1990 obtained a master in business administration at the University of Houston (USA). 
He started his career in 3i Group in 1990 as investment controller at the London office (1990-1991) and after as regional director at the Madrid office (1992-1997). 
In September 1997 he joined CVC Capital Partners as co-general director to lead the Spanish market, one of the most important market for CVC. In 2003 he was appointed as managing partner of CVC Capital Partners and since 2008 he took the responsibility to also lead the Italian market. 
He is currently a member of the board of directors in the following companies: Baranoa Directorship S.L., Tendam Retail S.A., Tendam Brands S.A., Tendam Fashion S.L.U. , Deoleo S.A., Servet Shareholdings S.L., Vitalia Plus SA, Vivaly Inversiones Globales S.L., Rioja Bidco Shareholdings S.L., Naturgy Energy Group, S.A., Promotora de Informaciones S.A., Clara Vision S.A., MEP Retail España S.L.U., Lecta S.A., Sub Lecta S.A., Torraspapel S.A., CVC Capital Partners (Luxembourg) S.àr.l., CVC Advisers (Luxembourg) S.àr.l., CVC Investment Advisory Services S.L., CVC Advisers (España) SL. È inoltre amministratore della fondazione Fundacion Humana Spes.


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 a partner of BC Partners (London, UK), a private equity firm.
In 2010 he joined CVC Capital Partners, a private equity firm, where he is a Partner responsible for the Italian business.
Giampiero Mazza also holds the following positions: (i) director in CVC Advisers (Italia) S.r.l., Doc Generici S.r.l., Conceria Pasubio S.p.A., Sisal Group S.p.A., Sisal S.p.A., Recordati S.p.A. (ii) chairman with delegated powers in Rossini Investimenti S.p.A., and (iii) chairman in FIMEI S.p.A..

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 partner and Healthcare EMEA at CVC Capital Partners, where she joined in July 2016.
She is currently (i) 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., Rossini Holdings S.à r.l., Rossini Investments S.à r.l., Rossini Luxembourg S.à r.l., Rossini S.à r.l., FIMEI S.p.A. and Recordati S.p.A., and (ii) director with delegated powers in Rossini Investimenti S.p.A..


Fritz Squindo – Managing Director and Chief Financial Officer

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. 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.


Søren Vestergaard-Poulsen​

Søren Vestergaard-Poulsen holds a Masters Degree in Economics and Business Administration from Copenhagen Business School. 
He serves as Managing Partner at CVC Capital Partners, where he joined in 1998. Søren also oversees private equity activities in the Nordic region of Europe. He sits on the board of the CVC Capital Partners advisory business and is a member of the Europe/North America Private Equity Board and the Growth Fund Investment Committee. 
Prior to joining CVC, he worked for McKinsey & Co. 
He is currently a board member of the following companies: AR Packaging Group AB; Sarcina Holdings S. à r.l; Sarcina Holdings Jersey Limited; Ahlsell AB (publ); Mholdings S.à r.l; Kirk Beauty Investments S.A.; Keravel S.à r.l.; NEWS Capital (Luxembourg) S.àr.l, CVC Advisers (Luxembourg) S.à r.l. and Recordati S.p.A. He is also member of the supervisory board of Douglas GmbH.


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 Johanna Le Couilliard.

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.