Board of Directors
The Board of Director, appointed by the General Shareholders Meeting on June 27, 2018, consists of fifteen members and will remain in office until the approval of the Financial Statement 31.12.2020.The Board is invested with all the most wide ranging powers for the ordinary and extraordinary management of the company.
Cologno Monzese, 17.01.2011
The expression "corporate governance" designates those rules and procedures which, together, embody the system for managing and controlling companies. These rules are aimed at ensuring that management is dependable and that a fair balance is struck between managerial power and the interests of the shareholders and stakeholders.
Broadly speaking, the system of corporate governance in the Mediaset Group - a system modelled on the principles drawn up by the corporate governance committee of Borsa Italiana ("Corporate Governance Code") - is based on the central role of the Board of Directors, the transparency of management decisions, the effectiveness of the internal control system, and a rigorous approach to potential conflicts of interest.
Mediaset has put in place the traditional administration and controls system made up of the following company bodies: the Shareholders' Meeting, the Board of Directors, the Executive Committee e the Board of Statutory Auditors. The accounting controls, in accordance with the relative legislative measures that are currently in force regarding these matters, are assigned to an Audit Firm that is inscribed in the special register established by law. The Board of Directors has set up, among its own members, three committees with prosing and consulting functions: the Compensation Committee, the Control and Risk Committee e the Governance and Appointments Committee. The powers and functional methodologies of the Company bodies and Committees are governed by Law, by the Company Bylaws and by the resolutions passed by the competent bodies.
All of the corporate government mechanisms of the Company are subject to continual scrutiny and assessment with regard to changes in the regulatory framework, in trading practices, and in markets, and they are periodically monitored by in-house units to ascertain their level of application.
The Bylaws define the primary characteristics of the company as well as its primary rules of functioning. It describes the governance system adopted by the company and also outlines the fundamental criteria for the composition and division of the...
Code of corporate governance
The Board of Directors of Mediaset S.p.A., from March 2000, decided to put in place the measures contained in the Corporate Governance Code issued by Borsa Italiana (available on the website www.borsaitaliana.it).
Report on Corporate Governance
The annual Report on Corporate Governance and the ownership structure provides a general and complete overview of the corporate governance system adopted by Mediaset S.p.A. In accordance with applicable laws and regulations and taking into account the guidelines and recommendations of Borsa Italiana...
Mediaset in borsa:
26 June 2020
The shareholders of Mediaset S.p.A. (ticker MS), holders of ordinary shares or holders of ADR (CUSIP 584469407), are called on to take part in the Ordinary Shareholders' Meeting in Cologno Monzese (MI), Viale Europa no. 48, on Friday, 26 June 2020, at 10:00 a.m., in a single call, to resolve on the following
A. Financial Statements as at 31 December 2019
2. Allocation of the result for 2019.
B. Report on the remuneration policy and on the remuneration paid pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998.
3. Approval of the Remuneration Policy 2020 (Section I).
4. Nonbinding vote on the Report on the remuneration paid in 2019 (Section II).
C. Appointment of the Board of Statutory Auditors and determination of remuneration
5. Appointment of Statutory Auditors.
6. Determination of the annual remuneration of the Board of Statutory Auditors.
D. Authorisation to the Board of Directors to purchase and sell treasury shares
7. Authorisation for the Board of Directors to purchase and sell treasury shares, including to serve "Stock Option" plans and other medium/long-term incentive and loyalty plans based on shares; relevant and ensuing resolutions.
In accordance with the Law Decree introducing "Measures to strengthen the national health service and to provide financial support for families, workers and businesses related to the COVID-19 epidemiological emergency" No. 18 of 17 March 2020, converted with amendments by Law no. 27 of 24 April 2020 ("Decree"), attendance at the Shareholders' Meeting may only take place through the appointed representative (Computershare S.p.A.) pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 ("TUF"); the aforementioned designated representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF. Physical participation in the Shareholders' Meeting of individuals with the right to vote is prohibited.
Pursuant to the Decree, Directors and Statutory Auditors, as well as other persons whose participation in the Shareholders' Meeting is required, other than those who have a right to vote, may participate in the Shareholders' Meeting by means of telecommunications that ensure their identification, without the need for the chair, secretary and notary public to be in the same place, in order to ensure the smooth running of the meeting. The instructions for participation in the Shareholders' Meeting by means of telecommunications will be made known by the Company to Computershare S.p.A., to the Directors and Statutory Auditors, as well as to the other persons entitled to attend, other than those who have a right to vote.
For further information, especially, on the share capital, on the proxy to the appointed representative, on the right to ask questions, on the right to request the addition of new items to the agenda and to propose new resolutions, on the procedure for appointing the Board of Statutory Auditors, and on the documentation made available relating to the item on the agenda, reference is made to the text of the notice of call which was published on the Company website www.mediaset.it (section Corporate/Governance/ Shareholders' Meeting) and was made available on the eMarket Storage system on the website www.emarketstorage.com.
The documentation relating to the items included in this agenda will be made available to the public, within the terms and in the manner provided for by current legislation, at the Company's registered office, on the Company's website www.mediaset.it (Corporate/Governance/Shareholders' Meeting section), and on the authorised storage mechanism eMarket Storage at www.emarketstorage.com.
The Company Bylaws are published on the Company website www.mediaset.it (/Corporate/Governance/Company Bylaws).
Mediaset Spa - Sede legale I - 20121 Milano via Paleocapa 3 - Cap. Soc. int. vers. € 614.238.333 | Registro Imprese di Milano, C.F. e P. IVA 09032310154
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