Corporate Governance SOMEC S.p.A.
Somec S.p.A. has adopted a traditional system of governance. The Shareholders’ Meeting therefore appoints both the Board of Directors and the Board of Statutory Auditors.
The shareholders’ meeting is the body that expresses the will of the shareholders through resolutions that are taken in accordance with the law and Somec SpA’s By-Laws.
The Chairman, the Managing Directors and the Independent Directors of Somec S.p.A. were appointed by the Shareholders’ Meeting of 4 May 2023 and will remain in office for a period of three financial years, i.e. until the date of the Shareholders’ Meeting for the approval of Financial Statements as at 31 December 2025.
| POSITION | NAME SURNAME | PLACE OF BIRTH | DATE OF BIRTH |
|---|---|---|---|
| Chairman – Managing Director | Oscar Marchetto | Ponte di Piave (TV) | 11/06/1964 |
| Managing Director | Alessandro Zanchetta | Oderzo (TV) | 13/05/1969 |
| Managing Director | Gian Carlo Corazza | San Vito al Tagliamento (PN) | 01/07/1963 |
| Managing Director | Davide Callegari | Treviso (TV) | 28/11/1974 |
| Independent Director and Lead Independent director (1) | Gianna Adami | Cittadella (PD) | 17/06/1957 |
| Independent Director (1) | Elena Nembrini | Bergamo (BG) | 27/03/1963 |
| Independent Director (1) | Giuliana Borello | Vibo Valentia (VV) | 17/10/1982 |
(1) Director with the independence requirements pursuant to art. 148, paragraph 3 of the TUF
The Board of Statutory Auditors of Somec S.p.A. was appointed by the Shareholders’ Meeting of 4 May 2023 and will remain in office for a period of three financial years, i.e. until the date of the Shareholders’ Meeting for the approval of Financial Statements at 31 December 2025.
| POSITION | NAME SURNAME | PLACE OF BIRTH | DATE OF BIRTH |
|---|---|---|---|
| Chairman | Michele Furlanetto | San Donà di Piave (VE) | 27/12/1967 |
| Standing Auditor | Luciano Francini | San Fior (TV) | 22/06/1959 |
| Standing Auditor | Annarita Fava | Treviso (TV) | 29/03/1968 |
| Standing Auditor | Lorenzo Boer | Treviso (TV) | 13/03/1973 |
| Standing Auditor | Barbara Marazzi | Treviso (TV) | 08/03/1975 |
On 4 May 2023, the Board of Directors set up the Control, Risk and Sustainability Committee made up of three Independent Directors, in office until the approval of Financial Statements as at 12.31.2025, with the task of supporting -with adequate preliminary activities – assessments and decisions of the Board of Directors relating to the internal control and risk management system, as well as those relating to the approval of the periodic financial reports; the Committee also supports the Board of Directors on sustainability.
| POSITION | NAME SURNAME |
|---|---|
| Independent Director and Chairman of the Committee | Elena Nembrini |
| Independent Director and Chairman of the Committee | Gianna Adami |
| Independent Director and Chairman of the Committee | Giuliana Borello |
On 4 May 2023, the Board of Directors established the Remuneration and Appointments Committee made up of three independent Directors, in office until the approval of Financial Statements as at 31.12.2025, with the task of formulating proposals and periodically assessing the adequacy, the overall consistency and concrete application of the policy for the remuneration of Directors and Executives with strategic responsibilities; submit proposals or express opinions to the Board of Directors on the remuneration of Executive Directors and Directors with particular offices; monitor and verify the achievement of the assigned performance objectives; formulate nomination proposals.
| POSITION | NAME SURNAME |
|---|---|
| Independent Director and Chairman of the Committee | Gianna Adami |
| Independent Director and Chairman of the Committee | Elena Nembrini |
| Independent Director and Chairman of the Committee | Giuliana Borello |
On 4 May 2023, the Board of Directors set up the Related Parties Committee which performs the functions envisaged by the Regulation on “Transactions with related parties” adopted by Consob with resolution no. 17221 of 12 March 2010 and subsequent amendments and additions, also taking into account the indications and guidelines for the application of the aforementioned Regulation provided by CONSOB with communication no. DEM/10078683 of 24 September 2010.
| POSITION | NAME SURNAME |
|---|---|
| Independent Director and Chairman of the Committee | Gianna Adami |
| Independent Director and Chairman of the Committee | Elena Nembrini |
| Independent Director and Chairman of the Committee | Giuliana Borello |
The accounting control function of Somec S.p.A. is entrusted to EY S.P.A.
via Meravigli 12, CAP 20123 Milano
C.F. 00434000584 – P.IVA 00891231003
