Órganos sociales

The strategic value of sustainability for Gefran is demonstrated by a series of governance choices that our Group has formally implemented, in line with this vision. In particular, in May 2020, the Board of Directors of Gefran Spa established the Sustainability Committee among its board committees and approved its regulations.
Gefran’s Sustainability Committee is responsible for supervising all the Group’s sustainability activities and reporting progress to the Board of Directors.

To carry out these tasks, the Committee makes recourse to a Working Group, which includes representatives of the various company departments. The Working Group is responsible for developing all activities conducive to the definition and implementation of Gefran’s sustainability strategy and for drafting the first sustainability policy document. The Working Group carries out these activities also through close collaboration with representatives of all Gefran Group subsidiaries.

The Control and Risks Committee (CRC), which has the task of supporting, with adequate preliminary investigation activity, evaluations and decisions of the Board of Directors regarding the internal control and risk management system, as well as of checking the proper application of accounting standards and their consistency for the purposes of preparing the consolidated financial statements;

The Control and Risks Committee of the Board is currently made up of three Directors, the majority of whom are independent (1 woman and 2 men), all accounting and financial and/or risk management experts; this membership was considered adequate by the Board of Directors, which appointed it.

The Appointments and Remunerations Committee submits opinions to the Board of Directors on its size and composition and submits recommendations regarding the professional figures whose presence in the Board is deemed appropriate. The Committee submits to the Board of Directors candidates for the office of Director in cases of cooptation.

Submits proposals or expresses opinions to the Board of Directors on the remuneration of executive directors, other directors with special duties and managers with strategic responsibilities and sets performance objectives associated with the variable component of their remuneration; it also monitors the application of the decisions adopted by the Board, checking in particular that the performance objectives are actually achieved.

Pursuant to Article 23 of the Articles of Association, the Board of Statutory Auditors comprises three standing auditors and two deputy auditors, who shall remain in office for three years and may be re-elected.

The Board of Statutory Auditors is tasked with monitoring compliance with the law and the memorandum of association, proper management of the Company and the appropriateness of the internal control system. It also attends Board of Directors’ meetings and Shareholders’ Meetings.

The Board of Statutory Auditors, appointed by the Shareholders’ Meeting on 23 April 2024, and in office until the financial statements for 2026 are approved, is made up of three standing auditors and two deputy auditors.

The External Auditor appointed to carry out the external audit of the consolidated and separate financial statements is a company appointed by the Shareholders’ Meeting from those included in the register kept by Consob.

The current external auditor is PRICEWATERHOUSECOOPERS S.P.A., which was appointed by the shareholders’ meeting on 21 April 2016, for the financial periods from 2016 to 2024, based on a reasoned proposal by the Board of Statutory Auditors.

Following the approval of the Financial Statements for the year ending December 31, 2024, the external auditing appointment awarded to PricewaterhouseCoopers S.p.A. for the fiscal years 2016-2024 by the Shareholders’ Meeting on April 21, 2016, will expire due to completion of its term of office.

Having considered the reasoned recommendation of the Board of Statutory Auditors regarding the appointment of the external auditors, the Shareholders’ Meeting resolved to appoint Deloitte & Touche S.p.A. as the external auditors for nine fiscal years (2025-2033), i.e., from the approval of the financial statements for the year ending December 31, 2024 until the approval of the financial statements for the year ending December 31, 2033.

Italian Legislative Decree No. 231/2001 has introduced into the Italian legal framework an administrative liability of legal entities in connection with criminal offenses.

Pursuant to this decree, Gefran has adopted an organizational, management and control model aimed at preventing criminal offenses that may generate a criminal/administrative liability for the Company and has appointed a Body with independent powers of operation and supervision, and in charge of ensuring compliance with and updating of the models (“Supervisory Body”).

By resolution dated November 12, 2024, the Board of Directors has appointed a Supervisory Body, made up of Monica Vecchiati (Chairman) and Vittorio Grasso (Internal member of the Supervisory Body), and provided the same with rules and adequate instruments to be able to operate.

The Supervisory Body members hold their office for the period set by the Board of Directors in the resolution of appointment, that is, from the resolution of the Board of Directors of November 12, 2024 and up to December 31, 2027.

The Supervisory Body may also make use of external collaborations to conduct those actions deemed necessary.

The Supervisory Body is currently composed of one external member (the Chairman) and one internal member of the Company. The composition is considered appropriate to ensure the proper execution of the duties of the Body, and the cooperation among the several parties involved in the internal control and risk management system, also pursuant to Recommendation 33 of the Corporate Governance Code.

The Internal Audit function, with the task of checking, both continuously as well as in relation to specific requirements and in compliance with international standards, the operation and appropriateness of the internal control and risk management system, via an audit plan approved by the Board of Directors, which is based on a structured analysis of the main risks. The main strategic and operating risks are identified and assessed through a risk assessment, the results of which are described and discussed with all relevant bodies for the internal control and risk management system and with the Board of
Directors. This activity enables specific actions to be identified to mitigate the risks identified. Based on the economic and financial results achieved in the last few years, the Company considers that there are currently no significant uncertainties of an extent to raise significant doubts as to its ability to continue to operate as a going concern.

The Internal Audit function is entrusted to Piermario Barzaghi, a person from outside the company who is autonomous and independent; he was appointed by the Board of Directors, based on a favourable opinion from the Control and Risks Committee. KPMG Advisory S.p.A. was tasked with conducting internal audit activities.

The Executive in charge of the financial reporting, who has direct supervision of the control model pursuant to Law 262/2005 and of the related administrative and accounting procedures, in connection with the constant updating of the same.

On August 4, 2022, after the positive opinion of the Board of Statutory Auditors, the Board of Directors of Gefran S.p.A. appointed the Group Chief Financial Officer, Paolo Beccaria, as financial reporting manager.