Board committees
The Corporate Governance Code for listed companies adopted by Borsa Italiana assigns a central role to the Board's committees in outlining provisions in line with the governance of listed companies.
The Board of Directors has consequently set up two committees which can carry out preliminary, consultative and / or proposal functions:
- Appointments and Remuneration Committee
- Risks, Related Party Transactions and Sustainability Committee
Appointments and Remuneration Committee
The Appointments and Remuneration Committee, made up of five non-executive directors, three of whom independent, supports the Board of Directors as regards to:
- composition of the Board of Directors and the appointment of its members;
- remuneration and incentive systems of directors and executives with strategic responsibilities.
Nunzio Guglielmino
Nunzio Guglielmino, born in Rome on 14 January 1946, graduated in Law and in Political Sciences from the University of Rome. From 1980 to 1984 he was an official at the Ministry of the Treasury and from 1984 to 1993 he covered the role of Councillor for Economic and Monetary Affairs at the Permanent Representation of Italy in Brussels, actively participating at meetings of the Council of Financial Ministers of the European Union (ECOFIN) and contributing to preparing the Maastricht Treaty as a member of the delegation appointed by the Italian Government. From 1993 to 1995 he worked at the Ministry of Economy and Finance and, in 1996, he was appointed General Manager at the Treasury Department of the Ministry of Economy and Finance. From 1993 to 2000 he was on the Board of Directors of the European Investment Bank and from 2000 to 2015 he was Deputy Governor of the Council of Europe Development Bank (CEB). He was Deputy Chairman of Poste Italiane and Board Director of Cassa Depositi e Prestiti, in Alitalia and in other companies, both public and private. From October 2016 to June 2018 he held the position of expert advisor for the examination and in-depth analysis of EU law matters, at the Presidency of the Council of Ministers.
Since 2015 he has been an independent Board Director of doValue S.p.A., where he chairs the Appointments and Remuneration Committee and he was a member of the Risks and Related Party Transactions Committee.
Since June 2021 he has been an Independent Board Director of doNext S.p.A. (formerly Italfondiario S.p.A.), a company of the doValue Group, of which he is currently Chairman of Board of Director.
Francesco Colasanti
Francesco Colasanti, born in Frosinone on 29/12/1975, graduated in Economics from the LUISS Guido Carli University of Rome. Since 2001 he has worked at Fortress Investment Group where he covers the role of Managing Director and Co-Head of the Fortress European NPL Business.
From 2023, following his appointment as Co-head of Fortress Credit Europe, Mr Colasanti is focused on developing the footprint of Fortress in Spain, Greece, Portugal and other European countries. He has participated in the main investment processes of the Fortress Group in the NPL sector and Private Equity in Europe. Among the most important transactions, in 2015 he has participated to the acquisition of UCCMB (UniCredit Credit Management Bank listed in Milan in 2017 (now doValue). In 2005 he has participated to the acquisition of IGC (Intesa Gestione Crediti Servicer of Gruppo Intesa) and of a financial asset portfolio having GBV equal to 13 billion euros by Intesa SanPaolo; from 2001 to 2022 he has managed the acquisitions in Italy of n. 37 NPL portfolios for approximately 42 billion euros of GBV. In the Greek market since 2019 he has participated to the acquisition of relevant financial assets assigned by Alpha Bank and National Bank of Greece for a nominal value of 11.3 billion. Since 2015 he has been a Board Director of doValue S.p.A. (formerly doBank S.p.A.), where he also covered the role of member of the Appontment and Remuneration Committee. From 2000 to 2001 he worked in PricewaterhouseCoopers, within the audit and transaction support team.
Marella Idi Maria Villa
Marella Idi Maria Villa, born in Milan on 23 October 1977, graduated in Law from the Catholic University of the Sacred Heart in Milan and was authorised to practise as a lawyer in 2006 in Milan.
In the last 20 years she has collaborated with leading national and international law firms, providing assistance in areas related to Banking & Finance, Capital Markets and Mergers and Acquisitions, and advising, in particular, listed companies with reference to the Consob regulations (Consolidated Finance Law and Issuers' Regulation), Bank of Italy rules and Borsa Italiana instructions.
She also acquired experience in debt restructuring of listed companies with banks and in their subsequent recapitalisation, performing consultancy activity in the sector of real estate investment funds and extraordinary corporate operations (acquisitions, mergers and
sale of companies).
She dealt with the banking area of numerous corporate finance, acquisition and leveraged finance, real estate and project finance operations; as part of structured finance, she has assisted investors, arrangers, sellers and issuers during securitisation operations and transfers of credits and in issuances of listed bonds.
She recently assumed the role of Legal Counsel Finance and Capital Markets in Gate Group, a Swiss Group global leader in airline catering, inflight retail and hospitality services, at the group's headquarters in Zurich.
Since 2019 she has been Independent Board Director of doValue S.p.A., at which she currently also performs the role of member of the Appointments and Remuneration Committee.
Giovanni Castellaneta
Giovanni Castellaneta has been Chairman of the Board of Directors of doValue S.p.A. since 2015. Born in Gravina in Puglia (BA) on 11/09/1942, he graduated in Law from the La Sapienza University of Rome.
He was Head of the Press Service and spokesman of the Ministry of Foreign Affairs, Representative of the Italian Government for reconstruction in Albania and Italy’s Permanent Observer in the Organisation of American States. He was Italian ambassador in Iran, Australia and in some Pacific Ocean States, in the USA and in the Bahamas. He was, from 2001 to 2005, diplomatic counsellor of the President of the Council and his personal representative for the G7/G8 Summits.
He has also served in other countries, including Somalia, Portugal, France and Switzerland/UN, and has worked for the FAO in Rome and for the European Commission in Brussels.
From 2002 to 2012 he covered the role of Board Director of Leonardo/Finmeccanica and Vice Chairman of the homonymous Group. From 2010 to 2016 he was Chairman of the Board of Directors of SACE and from 2012 to 2017 he covered the role of Chairman of doNext S.p.A. (formerly Italfondiario S.p.A.).
From 2013 to June 2018, he was Chairman of Torre SGR S.p.A. and from 2014 to 2018 he was Chairman of Milanosesto S.p.A..
At doValue SpA he also covered the role of member of the Risks and Related Party Transactions Committee and he is member of the Appointments and Remuneration Committee.
He has been Director of Exprivia S.p.A. since 2020 and of Vantea S.p.A. since 2021. He has been General Secretary of the Iniziativa Adriatico Ionica (IAI) since June 2017.
He is a Knight of the Grand Cross of the Italian Republic and Officer of the Legion of Honour of the French Republic.
Elena Lieskovska
Experience
2022 - present BAIN CAPITAL SPECIAL SITUATIONS LONDON
Partner – Financial Services
- Responsible for origination, execution and subsequent management of investmentopportunities across the capital structure in broader financial services including lending,insurance, payments, specialty finance and related businesses, focusing on both corporate andasset-backed investments.
2008 - 2022 VÄRDE PARTNERS EUROPE LONDON
Partner – Insurance and Financial Services
- As global head of Insurance led the insurance strategy for the firm with establishment of Vardepermanent capital vehicle and insurance solutions group focused on life and annuity insuranceinvestments.
- Previously led Värde’s private equity investments in financial services, insurance, payments, specialtyfinance and related businesses in Europe. Direct responsibility for over $2bn investment portfolio.Responsible for origination and execution of investment opportunities including post completionmanagement, representation on the boards, and investment exit.
- Prior to that focused on credit investments including consumer and SME performing and non-performingsecured and unsecured loans.
2006 - 2008 LEHMAN BROTHERS INTERNATIONAL LONDON
Executive Director – High Yield / Distressed Debt / Special Situation Group
- Responsible for managing all elements of principal distressed credit / loan single name and portfoliotransactions including deal screening, due diligence, pricing models, financial analysis, counterpartyand partner management, external advisor management, investment committee approvals, and closing.Invested over $500 million in corporate securities, corporate loan portfolios and new lending/specialsituation investments. Jointly responsible for monitoring and management of a portfolio with investmentamount of over $600 million.
2003 – 2006 ALVAREZ AND MARSAL LONDON
Senior Associate – Financial and Operational Restructuring
- Advised three financial investors in acquisition of distressed debt of Ihr Platz GmbH, a German retailergenerating €700 million in revenues, resulting in ownership of the company.
- Completed several advisory assignments, including the out-of-court restructuring of Schulte GmbH, a €600 million in revenues German distributor of building materials, turnaround of Levi Strauss Europe, a €900 million division of Levi Strauss, restructuring of Hagemeyer N.V., a €8 billion in revenues publicly traded European business-to-business distribution services group.
2001 - 2002 GOLDMAN SACHS INTERNATIONAL LONDON
Associate – Investment Banking Division (FIG)
- Advised senior management on strategic opportunities in Europe and South Africa across insurance andbanking. Completed two transactions, identified acquisition candidates, provided valuation andassessed financing alternatives, financial impact and capital market reaction. Worked closely with Equityand Debt Capital Markets teams.
Fall 1999 GOLDMAN SACHS INTERNATIONAL NEW YORK
Fall Internship – Asset Management
- Provided portfolio analysis and participated in asset allocation, investment and risk managementactivities. Interacted with clients and GS Research teams.
1996 - 1999 CONOCO INC. HOUSTON, LONDON
Coordinator, Financial and Performance Analysis, Business Optimization, Strategy, and Business Development
- Conoco Inc. Initial Public Offering. Worked with IPO underwriter on company’s valuation andprospectus. Evaluated other acquisitions, mergers, JVs, and disposition options.
1994 - 1996 EXXON U.S.A. HOUSTON
Analyst / Exchange Accountant, Product Marketing, Supply and Transportation
Education
2000 – 2001 HARVARD BUSINESS SCHOOL BOSTON
Master in Business Administration. Elected Co-President of Finance Club.
1992 – 1994 LOUISIANA STATE UNIVERSITY BATON ROUGE
Bachelor of Science, with highest honours, in Finance.
Risks, Related Party Transactions and Sustainability Committee
Risks, Related Party Transactions Committee and Sustainability, made up of three non-executive independent directors, supports the Board of Directors with adequate preliminary activity for decisions related to the internal control and risk management system, including those related to the approval of periodic financial reports.
It also ensures the oversight of issues regarding related party transactions and those related to sustainability.
Cristina Finocchi Mahne
Cristina Finocchi Mahne graduated in Economics and Commerce from the La Sapienza University of Rome, she gained the MBA from the Luiss Business School and obtained further specialisations in finance, financial communication and management skills in
London and in Los Angeles.
She has gained over 20 years of experience as a C-suite Executive/Board Director in listed banking groups/consulting companies in senior management.
Since 2010 she has sat on the Boards of Directors of FTSE/STAR/AIM Italy and NYSE listed companies (sectors: energy, banking, consumer discretionary, media/IT/communication, industrial/infrastructure, telco towers, healthcare), also gaining consolidated experience in regulated sectors. Since 1999 she has dealt proactively with ESG sustainability.
Since 2021 she has been an Independent Director at doValue S.p.A., where she also covers the role of Chairman of the Risks, Related Party Transactions and Sustainability Committee.
She has been Independent Director in Maire Tecnimont from 2022, and, until April 2023, for 10 years, she was Member/ Chairman of the Control, Risks and Sustainability
Committee, of the Appointments and Remuneration Committee and of the Related Party Transaction Committee in Banco Desio.
Previously she covered board roles at other listed companies, including that of Chairman of the Control, Risks and Sustainability Committee of Elica and of Italiaonline; Chairman of the Appointments and Remuneration Committee of INWIT and of GHC, Director of BF Holding and Natuzzi.
A speaker at national and international conferences, she is the author of publications and articles on economic-financial and ESG sustainability topics.
She is member of CSEA Scientific Committee and she is an adjunct professor at the Faculty of Banking, Financial and Insurance Sciences, Catholic University of the Sacred Heart. She was a lecturer in Advanced Business Administration, Faculty of Economics, La Sapienza University of Rome, and lecturer in Corporate Governance, International MBA, Luiss Business School.
She is a member of the Scientific Committee of the Vatican Centesimus Annus Foundation, and of Kindacom, an executive and consulting communication company on neurosciences applied to business. She is a member of the Global Visionary Awards Committee of WCD (WomenCorporateDirectors), a global foundation that promotes best practices in corporate governance and ESG sustainability in Boards. She is a member of the London Advisory Board of Fordham University NY, USA.
Giovanni Battista Dagnino
Giovanni Battista Dagnino was born in Pully (Switzerland) on 25 April 1966. He graduated from the Milan Bocconi University and achieved a PhD in Business Administration; he is registered on the Register of Statutory Auditors of the Ministry of Economy and Finance. He is a Full Professor of Economics and Business Management at LUMSA University, Palermo campus, where he
teaches “Corporate Governance & Sustainable Leadership”, “Digital Strategy & Marketing” and “Theorizing Digital Strategies”. At LUMSA he also teaches the module "Corporate Strategy and Sustainability" in the Sustainable Development Goals Master Degree, and "Corporate Governance" and "Big Data & Digital Transformation" in the Executive MBA of which he is codirector. In addition, he is a Faculty Member at the European Institute for Advanced Studies in Management of Brussels, a Fellow of the Strategic Planning Society of London and Friend of the European Investment Bank Institute of Luxembourg and the Strategic Management Society of
Chicago. He previously covered the role of Full Professor at the University of Catania from 2006 to 2018, teaching from 2004 to 2018 “Financial and Insurance Business Management” and from 2008 to 2018 “Corporate Strategy” in the Master's Degree Courses in “Business Finance” and in “Business Management”; he has also covered visiting positions in authoritative international business
schools. He is the author of over two hundred publications distributed internationally and nationally on corporate governance, entrepreneurship and business strategy. He has developed operational managerial experiences in enterprises active in the LPG-liquefied petroleum gas industries and in the real estate sector. He was formerly a member of the Young Entrepreneurs Group of Confindustria Palermo, at which he was Director/Treasurer and member of the “Area Euro-Mediterranea” National Commission in Confindustria Roma.
Since 2018 he has been Independent Director of doValue S.p.A., where he covered the roles of Chairman of the Risks and Related Party Transactions Committee and member of the Appointments Committee; currently, he is a member of the Risks, Related Party Transactions and Sustainability Committee.
Roberta Neri
Roberta Neri, born in Rome, she graduated with full marks in Economics and Commerce from the La Sapienza University of Rome. She is qualified as an accountant and is registered on the Register of Statutory Auditors. She began her career at Italsiel S.p.A. - Società Italiana Sistemi Informativi Elettronici, S.p.A.; from 1999 she covered roles of primary responsibility in ACEA S.p.A., dealing firstly with budgets, control and strategic planning and then becoming Head of Planning and Chief Financial Officer. In 2009 she founded Manesa Srl (now Byom Srl), dealing with technical/financial consulting and co-investment services to financial and industrial investors for structured operations in the sectors of Energy and Infrastructures as Managing Director until 2015. Currently she is a partner and member of the board of directors.
From 2015 until May 2020 she was Managing Director of ENAV, where she managed the Company’s IPO process on the Italian Stock Exchange. From March 2015 to September 2015 she was also a member of the Board of Directors, as well as a member of the Related Parties and Control, Risks and Corporate Governance Committees of Autostrade Meridionali SpA.
From April 2015 to April 2017, she was a member of the Board of Directors of Acea SpA, Chairman of the Control and Risks Committee and member of the Related Party Transactions Committee and the Appointments and Remuneration Committee.
From January 2018 to December 2019, she was Chairman of A6, the “European Air Navigation Service Providers” alliance. From 2017 to 2020 she was a member of the Board of Directors of Cementir Holding S.p.A. and of Aireon LLP.
Since September 2018 she has been, firstly, Industrial Advisor and, subsequently, in October 2020. Operating Partner of Asterion, a Spanish fund specialising in infrastructural investments in Europe in the sectors of transport, telecommunications, energy and other utilities.
Since July 2020 she has been a member of the Advisory Board of Equita Group, Italy’s main independent investment bank.
Since October 2020 she has been Chairman of the Board of Directors of MPS Leasing&Factoring.
Since November 2020 she has been Board Director of Sorgenia S.p.A., an role previously covered from 2015 to 2018.
Since 2021 she has been Board Director of doValue S.p.A and member of the Risks, Related Party Transactions and Sustainability Committee.
- Governance
- Ownership structure
- Shareholders meeting
- Board of directors
- Board committees
- Board of statutory auditors
- Code of ethics and 231 model
- Auditors
- Remuneration
- Related parties
- Internal dealing
- Inside information
- Anti-corruption system
- Internal controls and risk management
- AML policy
- Share buy-back