PRESS RELEASE
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• Powers delegated to the Board Members. Luigi Cologni confirmed as Chief Executive Officer of the Company.
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• Approval of the qualitative and quantitative criteria for assessing the significance of relationships set forth in Recommendation no. 7, letter d), of the Corporate Governance Code.
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• Board Member requirements verified.
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• Board Committees established and members appointed.
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• Financial Reporting Manager confirmed.
Filago, 28 April 2022
Neodecortech S.p.A. (“NDT” or the “Company“), one of Europe’s top players in the production of decorative papers for laminated panels and flooring used in interior design, listed on the Euronext STAR Milan organized and managed by Borsa Italiana S.p.A. – Euronext STAR Milan segment, announces that the Board of Directors of the Company, in the new setup appointed by the Shareholders’ Meeting of 27 April, met today and resolved as follows:
Granting of powers to the members of the Board of Directors
The Board of Directors confirmed Luigi Cologni and Massimo Giorgilli as managing directors, and confirmed Luigi Cologni as Chief Executive Officer of the Company, as well as director in charge of the internal control and risk management system and employer pursuant to Legislative Decree no. 81 of 9 April 2008.
Approval of the qualitative and quantitative criteria for assessing the significance of relationships set forth in Recommendation no. 7, letter d), of the Corporate Governance Code
Additionally, the Board of Directors, pursuant to Recommendation 7, letter d), of the Corporate Governance Code, to which the Company adheres, defined the following quantitative and qualitative criteria for assessing the significance of any additional remuneration paid to Directors by the Company and/or its subsidiaries or parent companies, compared to the fixed remuneration due for the position of director of the Company and for attendance in the Board committees established by the Company:
“Significant” shall be deemed to be the additional remuneration received by the director or statutory auditor of Neodecortech (or their respective Immediate Family Members), as applicable, for additional positions in corporate boards, committees or bodies of Neodecortech, its subsidiaries, the entity controlling the Company and companies subject to common control, which, taken together, result in a gross annual amount exceeding the fixed remuneration for the position received by the director or statutory auditor whose independence is at issue in Neodecortech (including, if any, the remuneration provided for attendance in Board committees, as well as any remuneration envisaged as Chairman or Vice Chairman of the Board of Directors, or as Chairman of the Board of Statutory Auditors).
For the purposes of the above: (a) “fixed remuneration for the position” shall mean: (i) the annual remuneration determined by the Shareholders’ Meeting for all the Directors and Statutory Auditors or established by the governing body for all the non-executive directors within the total amount resolved by the Shareholders’ Meeting for the whole governing body; (ii) the annual remuneration, if any, attributed by reason of the particular office held by the individual non-executive director within the governing body (Chairman or Deputy Chairman) defined according to the best practices envisaged in the Corporate Governance Code (i.e. taking into account the common remuneration practices in the relevant industries and for companies of similar size, also considering foreign comparables); (b) “compensation envisaged for attendance in Board committees” shall mean any annual compensation that the individual director may receive by reason of attendance in Board committees envisaged in the Corporate Governance Code or committees/bodies provided for by applicable law (including for any attendance of directors or statutory auditors in the supervisory board), excluding in any event any compensation resulting from attendance in any executive committees.”
For further information on the quantitative and qualitative criteria adopted by the Board of Directors, on 23 February 2022, pursuant to Recommendation 7, letter c), of the Corporate Governance Code for assessing the significance of its business, financial or professional relationships with the Company, reference should be made to section 4.3 of the Report on Corporate Governance and Ownership Structure prepared pursuant to Article 123-bis of the TUF available at the Company’s registered office, on the Company website at www.neodecortech.it (Investor/Corporate Governance/Documents and Shareholders’ meetings/Shareholders’ meetings section), and on the authorized storage mechanism 1Info, at www.1info.it.
Verification of the professionalism, integrity and independence requirements of directors
Additionally, the Board of Directors – based on the statements made by the directors and the information available to the Company – acknowledged the satisfaction of the legal requirements for all directors, and ascertained and confirmed the satisfaction of the independence requirements for Directors Adriano Bianchi, Sara Bertolini, Ida Altimare and Cinzia Morelli, pursuant to Article 148, paragraph 3, of Legislative Decree no. 58 of 24 February 1998 (“TUF“) (as referred to in Article 147-ter, paragraph 4, of the TUF), as well as Article 2 of the Corporate Governance Code. The Board of Statutory Auditors assessed the correct application of the criteria and procedures adopted by the Board to evaluate the independence of its members.
The equity investments held by Directors Luigi Cologni and Massimo Giorgilli, members of the previous Board, were disclosed in the Report on Remuneration Policy and Compensation Paid, prepared in accordance with Article 123-ter of the TUF, available at the registered office, on the Company website at www.neodecortech.it (Investor/Corporate Governance/ Documents and Shareholders’ meetings/Shareholders’ meetings section), and on the authorized storage mechanism 1Info, at www.1info.it.The remaining members of the Board of Directors do not hold any shares in NDT.
The curricula vitae of the members of the Board of Directors are available on the Company website at www.neodecortech.it (Investor/Corporate Governance/Board of Directors section).
Establishment of Board committees
The Board of Directors also resolved to set up, for the three-year period 2022-2024, the Board committees formed as follows:
– Related Party Committee (formed of Directors Sara Bertolini (Chair) and Cinzia Morelli and Adriano Bianchi);
– Remuneration and Appointments Committee (formed of Directors Ida Altimare (Chair) and Vittoria Giustiniani and Cinzia Morelli, all with specific expertise in financial matters or compensation policies, as assessed by the Board on appointment);
– Control, Risk and Sustainability Committee (formed of Directors Adriano Bianchi (Chairman), Luca Peli and Ida Altimare, all with specific expertise in the Company’s line of business and in risk management, as assessed by the Board on appointment).
Appointment of the Financial Reporting Manager
Lastly, Fabio Zanobini, the Company’s Chief Financial Officer, who has the appropriate expertise in administration, finance and control, as well as the necessary integrity requirements, was confirmed by the Board of Directors as the Financial Reporting Manager, prior to the opinion of the Board of Statutory Auditors.
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NDT’s Board of Statutory Auditors, on the basis of the statements made by the Statutory Auditors and the information available to the Company, ascertained the existence of the independence requirements set forth in (i) article 148, paragraph 3, of the TUF, as referred to in article 147-ter, paragraph 4, of the TUF; as well as (ii) article 2 of the Corporate Governance Code, promptly acknowledging the results of such assessments during the meeting of NDT’s Board of Directors.
Neodecortech S.p.A.
Neodecortech is one of Europe’s top players in the production of decorative papers for laminated panels and flooring used in interior design. The Group’s business is in the production of complete and technologically advanced solutions for the realization of interior design projects, covering all stages of the production process for the production of decorative paper, from raw material management, through surface finishing and impregnation, up to the finished product and the management of end-of-line logistics. The Group offers 7 product categories: decorative papers; decorative printings; finish foil; melamine film; PPF and PPLF; laminates; EOS anti-fingerprint surfaces (www.neodecortech.it).
ISIN Code ordinary shares: IT0005275778
For further information:
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Specialist e Corporate Broking BPER Banca S.p.A. [email protected] 051-2756537 www. bper.it |
Investor Relator Neodecortech S.p.A. T +39 035 99 63 02 F +39 035 99 52 25 Luigi Cologni[email protected]www.neodecortech.it |
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This press release is for informational purposes only and does not constitute an offer to the public or an invitation to subscribe or purchase financial instruments in Italy or any other country where such offer or solicitation would be subject to restrictions or authorization by local authorities or otherwise prohibited by law. This press release may not be published, distributed or transmitted to the United States, Canada, Australia or Japan. The shares mentioned in this press release cannot be offered or sold in either Italy or the United States or any other jurisdiction without registration under the applicable provisions or an exemption from the obligation to register under the applicable provisions. The shares mentioned in this press release have not been and will not be registered under the US Securities Act of 1933 nor under the applicable provisions in Italy, Australia, Canada, Japan or any other jurisdiction.
Neodecortech S.p.A. – Via Provinciale 2, 24040 Filago (BG) Italy Tel. +39 035996111 – Fax +39 035995225 – www.neodecortech.it
There will be no offer to the public of the Company’s shares either in Italy or in the United States, Australia, Canada or Japan or elsewhere.
