Back

Shareholders' meeting appoints the new Board of Directors of the Company

Shareholders' meeting appoints the new Board of Directors of the Company

Publish date: 05/02/2016

DeLclima S.p.A.

Shareholders’ Meeting appoints the new Board of Directors

Treviso, February 5, 2016 - The Shareholders’ Meeting of DeLclima S.p.A. (the “Company” or “DeLclima”) today appointed the Board of Directors of the Company according to the slate voting mechanism as per applicable law and the By-Laws.

The Shareholders’ Meeting set as six the number of members of the Board of Directors and fixed the duration of mandate as until the date of the Shareholders’ Meeting which will be called to approve the 2016 Annual Accounts.

Following voting on the basis of slates, the Board of Directors comprises the following members, all sourced from the only slate filed by the majority shareholder Mitsubishi Electric Corporation: Yasumichi Tazunoki (Chairman), Paola Annunziata Tagliavini, Carlo Grossi, Yukako Wada, Domenico Guidi and Yoshiomi Araki.

Of these, the Directors Paola Annunziata Tagliavini and Domenico Guidi declared themselves independent according to the combined provisions of Article 147-ter, paragraphs 4 and 148, paragraph 3 of Legislative Decree 58/1998 (the “CFA”) and Article 3 of the Self-Governance Code of Listed Companies of Borsa Italiana S.p.A. (the “Self-Governance Code”), with which DeLclima complies.

The Shareholders’ Meeting also allocated to the members of the Board of Directors an annual remuneration of Euro 30,000.00.

The curriculum vitae of the members of the Board of Directors are available on the Company website (www.del-clima.com, “Governance” - “Shareholders’ Meeting” - “2016”  - “slates for the appointment of Board of Directors presented by the shareholder Mitsubishi Electric Corporation”) and also on the authorised storage mechanism 1INFO at www.1info.it.

The minutes of the Shareholders’ Meeting will be made available to the public on the Company’s website, in addition to the authorised storage mechanism, by March 5.

Based on the information available to the Company, the members of the new Board of Directors do not hold DeLclima shares.

Board of Directors’ motions 

The Board of Directors, meeting after the Shareholders’ Meeting:

  1. confirmed Carlo Grossi as the Chief Executive Officer of the Company, conferring to him, in line with that previously in place, powers of ordinary administration, with the exception of those otherwise attributed by the applicable regulation, by the By-Laws or maintained by the Board of Directors;
  2. confirmed Carlo Grossi Vice Chairman of the Company as per Article 14 of the By-Laws;
  1. evaluated the independence, established by Article 147-ter, paragraphs 4 and 148, paragraph 3 of the CFA and Article 3 of the Self-Governance Code, of the directors appointed by the Shareholders’ Meeting. On the basis of the declarations made by the directors and the information available to the company, the Board of Directors declared the independence in accordance with the CFA and the Self-Governance Code of directors Paola Annunziata Tagliavini and Domenico Guidi. The Board therefore noted that two of the six directors qualify as independent in accordance with the CFA and the Self-Governance Code. The Board of Statutory Auditors verified the correct application of the assessment criteria and procedures adopted by the Board to evaluate the independence of its members;
  1. evaluated that the composition of the new Board of Directors complies with the gender balance rule under Article 147-ter, paragraph 1-ter of the CFA and Article 11 of the By-Laws, since two of the six members of the Board of Directors (specifically the directors Yukako Wada and Paola Annunziata Tagliavini) belong to the less represented gender;
  1. appointed directors Domenico Guidi (Chairman) and Paola Annunziata Tagliavini as members of the “Remuneration and Appointments Committee”:  
  1. appointed directors Paola Annunziata Tagliavini (Chairman) and Domenico Guidi as members of the “Control and Risks and transactions with related parties Committee”;
  1. appointed independent directors Domenico Guidi as Lead Independent Director and Chief Executive Officer Carlo Grossi as the Director in charge of the Internal Control and Risk Management System, in accordance with the Self-Governance Code.