TOPICS INDUSTRIES JOIN ABOUT BEL BRA DEU ENG FRA ITA LOGIN INVESTORSCORPORATE GOVERNANCE CORPORATE GOVERNANCE BOARD OF DIRECTORS The Board of Directors is the statutory managing body of the company encompassing all powers with regards to the ordinary and extraordinary administration of the company. The Board of Directors primarily carry out a management and control function with relation to the general activities of the company and the subsidiary companies. The Board of Directors delegate powers to the managing directors and to the executive committee and revoke them. At present, the Board of Directors is made up of nine (9) directors of which six (6) executive. The nomination and substitution of directors is disciplined by "voting list" mechanisms. BOARD OF DIRECTORS MEMBERS Chairman, Chief Executive Officer Mario Rizzante Chief Executive Officer Tatiana Rizzante Executive Directors Filippo Rizzante Daniele Angelucci Marco Cusinato Maria Elena Previtera Patrizia Polliotto (1) (2) (3) Secondina Giulia Ravera (1) (2) Francesco Umile Chiappetta (1) (2) (1) Directors not invested with operational proxy (2) Independent director, according to the Corporate Governance Code (3) Lead independent director OTHER CORPORATE BODIES STATUTORY AUDITORS The Board of Statutory Auditors is responsible for the supervision of compliance with the law and by-laws. President: Ciro Di Carluccio Statutory Auditors: Piergiorgio Re Ada Alessandra Garzino Demo COMMITTEES The Board of Directors has set up consulting committees, The Internal Control and Risks Committee and the Remunerations. INTERNAL CONTROL AND RISKS COMMITTEE The Board of Directors has internally constituted an Internal Control and Risks Committee composed of Ms. Secondina Giulia Ravera and Mr. Francesco Umile Chiappetta, Non-Executive and Independent Directors and Ms. Patrizia Polliotto, Lead Independent Director. The Internal Control and Risks Committee: • Evaluates together with the Director responsible for the preparation of the company's accounting documents, the auditor, and the Board of Statutory Auditors, the correct utilisation of the accounting principles and, in the event of groups, their consistency for the purpose of the preparation of the consolidated balance sheet; • Expresses opinion on specific aspects relating to the identification of the principal risks for the company; • Examines the periodic reports relating to the evaluation of the system of internal control and risk management, and those of particular relevance prepared by the Internal Audit function; • Monitors the independence, appropriateness, effectiveness and efficiency of the Internal Audit function; • May ask the Internal Audit function to perform checks on specific operating areas, simultaneously notifying such request to the Chairman of the Board of Directors; • Report to the board, at least on a half yearly basis, on the occasion of the approval of the balance sheet and the half yearly report, on the activity carried out, as well as on the adequacy of the internal control and risk management system. REMUNERATIONS COMMITTEE The Board of Directors has internally constituted a Remunerations Committee composed of Ms. Secondina Giulia Ravera and Mr. Francesco Umile Chiappetta, Non-Executive and Independent Directors and Ms. Patrizia Polliotto, Lead Independent Director. In accordance with art. 5 rec. 26 of the Corporate Governance Code, no Director shall participate in meetings of the Remunerations Committee in which proposals are submitted to the Board of Directors relating to his/her remuneration. INDEPENDENT AUDITORS The independent audit firm is responsible for checking that the company's accounts are properly kept and that managerial operations are correctly reflected in the accounting records. The auditors also verify that the separate and consolidated accounts correspond to the accounting records and to verifications performed and that they are in compliance with the applicable regulations. The Shareholders' General Meeting held on 19 April 2019, approved the appointment of PricewaterHouse Coopers S.p.A. as the Company's independent auditors for the nine-year period 2019-2027 which includes the audit of the separated Financial Statements, the annual consolidated Financial Statements and the half-year condensed consolidated Financial Statements. ANNUAL REPORTS CORPORATE GOVERNANCE REPORTS This Report reflects and illustrates the governing structure that the Company has adopted in accordance with the indications set forth in the new March 2006 edition of the Corporate Governance Code. This Report is given to shareholders and sent to the market regulator Consob, which holds the report available for the general public. They are currently available in Italian and English. Corporate Governance Report 20 Corporate Governance Report 19 Corporate Governance Report 18 Corporate Governance Report 17 Corporate Governance Report 16 Corporate Governance Report 15 Corporate Governance Report 14 (Italian Version) Corporate Governance Report 13 Corporate Governance Report 12 Corporate Governance Report 11 REMUNERATION REPORT This Report is given to shareholders and sent to the market regulator Consob, which holds the report available for the general public. They are currently available in Italian and English. Annual Report on Remuneration 2020 Annual Report on Remuneration 2019 Annual Report on Remuneration 2018 Annual Report on Remuneration 2017 Annual Report on Remuneration 2016 Annual Report on Remuneration 2015 Annual Report on Remuneration 2014 (Italian Version) Annual Report on Remuneration 2013 Annual Report on Remuneration 2012 Annual Report on Remuneration 2011 CONSOLIDATED DISCLOSURE OF NON FINANCIAL INFORMATION Consolidated Disclosure of non financial information 2020 Consolidated Disclosure of non financial information 2019 Consolidated Disclosure of non financial information 2018 Consolidated Disclosure of non financial information 2017 ARTICLES OF ASSOCIATION The Articles of Association of Reply S.p.A. are the written constitution of the company. Company By-Laws (Italian Version) OTHER CORPORATE INFORMATION RELATED PARTIES The aim of the present regulations is to highlight rules of behaviour for all interested parties, so that they may communicate to the Company their relevant position in carrying out operations with Reply S.p.A.; and, for Reply S.p.A., to set operational rules for the fulfilment of said operations. The stipulations are currently only available in Italian. Procedura con le operazioni con Parti correlate in vigore dal 1° luglio 2021 (Italian Version) Procedura con le operazioni con Parti correlate in vigore fino al 30 giugno 2021 (Italian Version) ETHIC CODE An integral part of the Organization Model 231 is the Code of Ethics, which has been updated according to the provisions of the same Decree and has the purpose of defining the fundamental ethical principles and rules of behaviour that must be respected, thus creating the appropriate conditions that will guarantee that Reply's activity will be inspired by the principles of fairness and transparency, and reducing the risk that the crimes listed in the Decree might be committed. The Code of Ethics is currently available in Italian and English. Code of Ethics ORGANIZATION MODEL 231 The coming into force of the Legislative Decree 8 June 2001 Nr.231 introduced into the Italian legal system a new set of rules on "Administrative liability, ascertained in the criminal law proceedings", chargeable to legal persons for some crimes committed by administrators, managers, employees or external collaborators in the interest or to the advantage of the company (among others, corporate crimes and crimes against Public Administration). Model 231 is a specific Italian stipulation. Thus this set of rules is currently only available in Italian. Modello 231 (Italian Version) WHISTLEBLOWING POLICY Reply issued the whistleblowing policy to provide its shareholders, employees, collaborators, customers, and generally to its stakeholders with a channel to report any action taken by anyone that constitutes or may constitute a violation of laws and/or regulations, principles enshrined in the Reply Code Of Ethics, company policies, rules and procedures that can give rise to economic, financial or reputational damage for Reply Group companies. Whistleblowing Policy MODERN SLAVERY STATEMENT The Modern Slavery Act 2015 is an Act of the Parliament of the United Kingdom. It is designed to tackle modern slavery as a crime and a violation of fundamental human rights taking various forms, such as slavery, servitude, forced and compulsory labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain. The Reply Ltd Group is committed to preventing slavery and human trafficking in its corporate activities and supply chains. Modern Slavery Statement SHAREHOLDER AGREEMENTS Essential information of shareholder's agreement disclosed to Consob pursuant to art. 122 of d.lgs. No. 58, 24.2.1998. Shareholder Agreements (Italian Version) - published on 25/05/2021 PROCEDURE FOR PRIVILEGED INFORMATION, INSIDER REGISTER AND INTERNAL DEALING Procedure for Privileged Information, Insider Register and Internal Dealing It is currently available in English. Internal dealing documents archive POLICY FOR MANAGING DIALOGUE WITH SHAREHOLDERS Policy for managing dialogue with shareholders (Italian Version) This website installs third-party cookies, after explicit user consent, to allow visitors of the Reply websites to be recognized by third parties during their navigation on third-party platforms and be informed about Reply initiatives possibly promoted on these platforms. 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