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Corporate Governance


The Company is organised in accordance with the traditional administration and control model mentioned in articles 2380 bis et seq of the Italian Civil Code, with the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors.

Roberto Colaninno is Chairman and Chief Executive Officer of the Company, Matteo Colaninno is Deputy Chairman and Michele Pallottini is General Manager Finance.

The Company has adopted the Corporate Governance Code of Borsa Italiana S.p.A. and observes all principles of corporate governance contained in the code. With reference to Article 7 of the Code, as amended on 24 March 2010, the Company is currently working to comply with newly introduced recommendations concerning the remuneration of directors and executives with strategic responsibilities.

The Company is subject to the management and coordination of IMMSI S.p.A. pursuant to article 2497 et seq. of the Italian Civil Code.


Board of Directors

The Board of Directors of the Company in office at the date of this Report comprised 11 members appointed by the Ordinary General Meeting of Shareholders of 16 April 2009, based on the one candidate list submitted by the majority shareholder IMMSI S.p.A.. The Board of Directors will remain in office until the date of the Shareholders' Meeting called for approval of the financial statements for the financial year ended 31 December 2011.

The number and authority of non-executive and independent directors are such that they ensure that their opinion has a significant weight in the Issuer’s Board decisions. The non-executive and independent directors bring their specific competencies to Board discussions, contributing to the making of decisions that conform to corporate interests.


The Board of Directors has appointed an Appointment Proposals Committee, a Remuneration Committee, an Internal Control Committee and a Related Party Transactions Committee.


Internal control system

The Board defines the guidelines of the internal control system, considered as a combination of processes aimed at monitoring the efficiency of corporate operations, the reliability of financial information, compliance with laws and regulations and the safekeeping of corporate assets.

In this context, the Board of Directors is assisted by a Director appointed to oversee operation of the internal control system and an Internal Control Committee.

The Board of Directors, in response to a proposal by the Appointed Director and having obtained the opinion of the Internal Control Committee, appointed the Internal Control Supervisor, ensuring that he/she receives adequate means to carry out his/her functions, including - as regards the operating structure and internal organisational procedures - access to information needed for his/her position.

During 2010, the Company also updated its organisation, management and control model pursuant to Legislative Decree 231/2001.


Board of Statutory Auditors

The Board of Statutory Auditors in office at the date of this Report was elected by unanimous vote of the Shareholders' Meeting held on 16 April 2009. The statutory auditors were elected from a single slate of candidates filed by the majority shareholder IMMSI S.p.A., in accordance with the provisions of Article 24 of the Articles of Association, and will hold office until the approval of the annual financial statements for the year ended 31 December 2011.


Corporate Governance Report

The Company produces an annual Report on Corporate Governance and Ownership, describing the corporate governance system adopted by the Issuer, and containing information on corporate ownership and the internal control system. The main contents of this Report are summarised below. The Report is published in full on the institutional site of the Issuer www.piaggiogroup.com under Governance.