CORPORATE GOVERNANCE
Tecnocap Group is committed to strengthening its corporate governance in line with the highest standards, mantaining a committment to our clients, people and achieving our goals of sustainable growth.
The corporate governance system is based on the principles of correct, reliable, and transparent management and communication, including through ongoing checks on effectiveness.
The company has adopted the traditional governance model whereby its management body is the Board of Directors; the supervisory body for observance of the law, the by-laws and principles of correct management is the Board of statutory auditors, while the audit is carried out by an Auditing firm
BODIES AND COMMITTEES
Proficient at resolving, in both ordinary and extraordinary formats, all the matters reserved to it by Law or the By-laws.
The Board of Directors is invested with the widest powers of ordinary and extraordinary administration of the company, with no limitations, with the right to carry out all activities it considers necessary for the implementation and achievement of the corporate purpose, only excluding those reserved by law to the Shareholders’ meeting.
The Board of Directors is comprised of three members, appointed on September 22, 2023 by the Shareholders’ Meeting.
The Board of Directos of the parent entity Tecnocap SpA is comprised as follows:
- Morlicchio Michelangelo,
Chairman of the Board of Directors - Santomauro Massimo
Board Member - Alotta Carlo
Independent Member
The Board of Statutory Auditors is legally responsible for: the monitoring and the observance of the law and the company by-laws and the compliance with the principles of correct administration; the adequacy of the company’s organisational structure, its internal control and risk management system and the administrative-accounting system, as well as the reliability of the latter in correctly representing management events;
The Board of statutory auditors is comprised as follows:
- Franco Raddi, Chairman
- Riccardo Cacciaglia, Statutory Auditor
- Giuseppe Avagliano, Statutory Auditor
The term of office of all statutory auditors expires on the day the shareholders’ meeting is called to approve the financial statements at December 31, 2025.
Pursuant to Legislative Decree 39 of 27 January 2010 the statutory audit for the three-year period 2021- 2023 is entrusted to the auditing firm Deloitte & Touche S.p.A.
Members:
- Carmine Buoninconti, lawyer – Law office in via Monte Santo, n.25 – Rome
- Daniela Ronchi, lawyer – Law office in via Emilio dei Cavalieri, n. 11 – Rome
- Dott. Roberto Grimaldi – Tecnocap S.p.A. in-house member
CODE OF ETHICS
All activities are carried out in compliance with the law and regulations, in a framework of fair competition, honesty, integrity, fairness, good faith, confidentiality and transparency, in respect of the legitimate interests of customers, employees, commercial and financial partners and of the community in which it operates. Therefore, all those who work in or for the Company, without distinction or exception, are committed to observe these principles within their functions and responsibilities.
ORGANIZATIONAL MODEL
Tecnocap adopted the Organisational Model (according to italian law Legislative Decree 231/01) in order to introduce a company risk protection and management system, as additional requirement of greater transparency and reliability for all Stakeholders.
To implement and apply the Model, the company has appointed an independent Supervisory Body whose members meet all professional and background requirements suited to the type of activity to be performed, ensuring more safeguards for all Stakeholders.
WHISTLEBLOWING PROCEDURE
As part of its procedures for detecting and preventing corruption and its vigilance plan designed to prevent risks regarding human rights, fundamental liberties, personal health and safety and the environment, and more generally to ensure the satisfactory application of its Code of ethics and conduct, Tecnocap has introduced a single procedure making it possible to receive and process all internal whistleblowing reports under conditions of absolute confidentiality.
