By-laws

The By-laws regulates the terms, essential principles, rules of organization and functioning of the Company.

e-Novia S.p.A. By-laws as amended on the 9th of May 2022.

Board of Directors

The current Board of Directors was appointed by the Shareholders’ Meeting on the 29th of June 2021 and will remain in office until the approval of the Financial Statement for the year ending 31 December 2023.

Composition

He is Chairman of e-Novia, industrial partner of the Italian Strategic Fund, member of the Tod’s Group Board of Directors, director of the Intercos Board of Directors and international manager. He has thirty years of experience in high-responsibility roles within multinationals in the luxury, automotive and consumer goods sectors. In 2013 he conducted the listing on the New York Stock Exchange of the Coty group, a multinational reality of cosmetics and beauty products, as CEO. From 2016 to 2018 he was President of the ICE Agency, the body through which the Italian government promotes Made in Italy in the world and attracts foreign investments in Italy.

He is co-Founder and CEO of e-Novia. Always in ICT innovation and for over twenty years in management consulting and business management. He is a Director of Landi Renzo S.p.A. and a member of its Committees, he was Chief Digital Officer of Messaggerie Italiane, Vice Chairman of the Executive Committee of Edigita, member of the Board of Directors and of the Committees of Dada S.p.A. and Managing Director in CEFRIEL. Former lecturer at the Milan Polytechnic and Turin Polytechnic. He was CEO of FilaNet Inc. in Boston and Partner in EY Consulting. He began his career in the Selenia Spazio laboratories and in the international laboratories of Olivetti in Italy and in Silicon Valley.

He is co-Founder and COO of e-Novia. For over ten years he has been an expert in technological innovation linked to the mobility sector. He obtained a specialization in marketing and innovation management at the Alta Scuola Politecnica, a training project carried out in collaboration between the Politecnico di Milano and the Politecnico di Torino. In 2010 he obtained his PhD in Control Systems and Data Analysis at the Politecnico di Milano. He was also a research assistant at Maynooth University in Ireland. He holds international patents in the field of intelligent mobility and has more than sixty publications on the subject to his credit.

She is Chief Counsel Officer of e-Novia. For over twenty years she has been dealing with legal, administrative and commercial coordination with various projects in the field of technological innovation, of which she manages both the negotiation and signing of contracts, as well as the protection of the intellectual property generated.

He is co-Founder and Chief Financial Officer of e-Novia. After graduating in Engineering and after a PhD from the Milan Polytechnic, he was a researcher at the University of Bergamo. Involved in several projects related to the world of automation, artificial intelligence and mobility, he is the founder of several innovative companies.

He is Chief Financial Officer of Dompé. After gaining experience in international contexts with positions of responsibility in the administrative and financial departments of listed companies, in 2007 he joined the Milanese pharmaceutical company, where he is responsible for administrative, budgeting and controlling processes and purchasing processes.

He is of Counsel in Andersen. For several years he was Senior Advisor in Mercer and in various committees for the remuneration of listed companies of primary importance, with particular reference to the adoption of long-term incentive plans. He was a professor of Business Organization at the University of Ferrara and is the author of four books dedicated to the theme of human capital.

He is an entrepreneur with over ten years of experience in the steel, automotive and energy fields. He is a member of the Executive Committee of the Ori Martin group and of the Board of Directors of various companies such as Sapes, Novacciai, Tension Technology, Borgosesia, Evolvere and Esapro. He is also a member of the Board of the Brescia Chamber of Commerce and of the Board of Directors of Confindustria Brescia.

He is President of Gestioni S.p.A., the holding company of a group of enterprises active in the lifting sector, with production presence in Italy, France, Sweden and Malaysia and commercial activities in over eighty countries around the world. The companies are active in different sectors such as construction, defense and recycling. The leading company of the group is Fassi Gru S.p.A. based in the province of Bergamo, leader in the production of crane for trucks.

He is senior advisor to Pictet Wealth Management. After graduating in 1988 in Economic and Social Disciplines at the Luigi Bocconi University of Milan, he began his career at Cimo S.p.A., in Milan, where, until 1993, he headed the fixed income and derivatives. From 1993 to 1998 he lived in London, where he led the Italian fixed income trading divisions of Credit Suisse First Boston. In London, he was also a member of the Proprietary Trading Group. In the Italian Stock Exchange since 1998, Raffaele Jerusalmi was its CEO from 2010 to 2021. In the same years he was also a member of the Board of Directors of the London Stock Exchange Group (LSEG) and executive director of the Capital Market division. During the period 2009-2021, he was also vice president of several LSEG and Borsa companies and president of Elite Spa. On 2 June 2019 he was appointed “Knight Order of Merit of the Italian Republic” by the President of the Republic.

He is an independent director of several companies and Chief Operational Excellence of Lifestyle Design (formerly the Poltrona Frau Group). He contributed to Ferrari’s IPO and was responsible for FCA’s Strategy Initiatives and Portfolio Management.

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Board of Statutory Auditors

The Board of Statutory Auditors supervises compliance with the law and the By-laws and the observance of the principles of sound management.

The current Board of Auditors was appointed by the Shareholders’ Meeting on the 25th of June 2020 and will remain in office for a period of three fiscal years, until the approval of the Financial Statement for the year ending 31 December 2022.

Composition

Graduated with honors in Business Administration from Bocconi University, she has thirty years of experience in the field of technical consultancy (in the field of criminal proceedings, civil proceedings and arbitration), evaluations of companies and branches of companies, opinions relating to the application of the Italian accounting principles and IAS/IFRS, of corporate restructuring and in general of advisory activities in extraordinary transactions. She is a Chartered Accountant (with qualification since 1990) and Statutory Auditor (with registration in the relevant Register since 1991), a member of the Board of Directors, of the Board of Statutory Auditors (also with the role of Chairman) and of the supervisory body of companies active in various sectors, listed and unlisted. She is also professor of Business Administration at the IULM University.

Graduated from the Catholic University of the Sacred Heart of Milan in 2001, she has been a partner of Studio TCA Triberti Colombo & Associati since 2009. Her professional activity is based on dealing with corporate, tax and accounting issues in companies and corporate groups, as well as execution of extraordinary operations and corporate reorganization. She has gained significant experience in the area of collective credit guarantee consortia pursuant to art. 155 paragraph 4 and pursuant to art. 107 of the Consolidated Law on Banking. Since 2006 she has been enrolled in the Register of Section A of Chartered Accountants under the jurisdiction of the Court of Milan. She is registered in the Register of Auditors and is an auditor and auditor in commercial companies, cooperatives, consortia, associations and foundations.

Graduated in Economics and Commerce, he is enrolled in the Register of Chartered Accountants and Accounting Experts of Milan and in the Register of Statutory Auditors. He is an AIAF financial analyst and Technical Consultant at the Court of Milan (corporate valuations and extraordinary transactions area). In 2006 he founded Generale Fiduciaria S.p.A., an independent trust company (currently 40% owned by the listed group Mutuionline), a first level financial intermediary pursuant to Article 106 of the TUB. In December 2007, he founded the Tavecchio e Associati studio, which carries out its business mainly with private clients, families, industrial companies and financial institutions. From 2011 to 2013 he was Economic Advisor of the Ministry of Economic Development. In 2015 and 2016 he was part of the policy unit at the Office of the President of the Council of Ministers.

Graduated in Economics and Commerce, he has been registered in the Register of Chartered Accountants under the jurisdiction of the Court of Monza since 2001. He is also registered in the Register of Auditors. He has been a Partner of Studio Triberti Colombo e Associati since 2004. He practices in the area of ​​national and international tax law, corporate law, third sector, accounting assistance to companies and international groups, M & TO. In particular, in the field of tax issues, he assists clients in dealing with the financial administration, both in litigation and during audits and inspections. He has also gained considerable experience in the taxation (VAT and excise taxes) on energy products. He holds the positions of Statutory Auditor in leading companies and entities. He collaborates with the Catholic University of the Sacred Heart of Milan (Faculty of Economics) as part of the course of Methodologies and Quantitative Determination of the Company.

Graduated in Law from the University of Palermo, Lawyer at the Milan Bar, he gained twenty years of experience as a corporate lawyer in Italian and foreign multinational groups. He mainly deals with business contracts, corporate law and the implementation of extraordinary transactions. He also oversaw the drafting and updating of numerous organizational models pursuant to Legislative Decree 231/2001 and is President and member of the Supervisory Bodies of several Italian and foreign multinational companies.

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Board Committees

The Board of Directors of e-Novia S.p.A. may set up internal commissions or committees with consultative, investigative or proposal-making functions, determine their duties, powers, remuneration and, when necessary, adopt a regulation for their functioning.

By resolution of the Board of Directors dated 26th of October 2021, e-Novia S.p.A. established the following Committees, defining their duties and powers, the number of members and the rules for their functioning.

  • Remuneration Committee: with consultative, investigative and proposal functions in relation to the remuneration policies of the Company; and
  • Investment Committee: which supports the Board of Directors in relation to (industrial, strategic, and financial) investments aimed to develop intellectual property and to the enhancement of the Company’s shareholdings.

Statutory audit

Statutory auditing of accounts is currently entrusted to the audit firm EY S.p.A.

231 Model

e-Novia S.p.A. adopted, by resolution of the Board of Directors dated 22nd of February 2018, the Organisation, Management and Control model pursuant to Legislative Decree no. 231/2001 and the Code of Ethics, in order to prevent and monitor the risk that offences contemplated by Legislative Decree no. 231/2001 might be committed, additionally to a structured and organic system of control procedures already existing within the company.

e-Novia S.p.A. is aware that the adoption and effective implementation of the Organisation, management and control model represents a necessary integration to the Governance rules and intends to revise it in case the need arises and in order to comply with any amendments of the applicable laws.

The above documents have been updated on 27th May 2021 upon approval of the Board of Directors. 

Organisation, management and control Model