Board’sfunctioningTheboard of Directors is awardedwith all and every power for the ordinary and extraordinary management of theCompany. Thus, it has the power to take all the measures considered necessary and appropriate to achievethe company purpose.Particularly, the Board of Directors:- definesthe guidelines of the Internal Control and Risk Management System (ICRMS);- decideson transactions of significant strategic and financial impact;- determinethe level of risk compatible with the Company’s strategic objectives;- regularly reports and disclosures to theshareholders;- appointment and replacementof directors and managers;- examines and periodically evaluates theadequacy of the ICRMS;- provides guidance for Shareholders to theappointment of the new board by the outcomes of the assessment of the previouspoint.Meetings ofthe boardThemeetings of the board of directors take place, as described in article 13 ofthe Bylaws, on the basis of lists of candidates filed at the company withintwenty-five days before the date of the meeting called to deliberate. The rightto submit lists is owned only by shareholders who are holders of shares withvoting rights, whose ownership percentage required has been identified byConsob in 2.5% of the share capital. The Council meets, even outside theregistered office, but in EU countries, at least quarterly, convened by itsPresident or a Vice President or whomsoever is authorized whenever he deems itappropriate, or when it is requested by at least three Directors or at leasttwo statutory auditors or executive bodies.
For the validity of the councilresolutions, it requires the presence of a majority of members, alsoparticipates on a permanent basis the manager in charge and invited the headsof corporate functions. The meetings are governed by law and the bylaws and isallowed the opportunity to be held by teleconference. During the year therewere 6 meetings of the Board of Directors having to examination anddeliberations on the performance of the quarterly management, semi-annual andannual and the organizational structure, the proposals submitted by thedirectors, the budget for the year 2016 / 2017 and the update of the Model 231.Remuneration ofDirectorsOnSeptember 21, 2016, the Board of Directors, upon proposal of the Appointmentsand Remuneration committee, approved the Remuneration Report, as described inthe art. 123-ter of TUF, available on the website (www.juventus.com) throughwhich the Company provides all the information regarding the remunerationpolicy adopted by Juventus. This report will be submitted to the resolution,non-binding, the forthcoming Shareholders’ Meeting for the approval of theAnnual Report.
Director incharge of Internal Control and Risk Management SystemThisperson implements the guidelines defined by the Board of Directors and reportsto the Control and Risk Committee (or BoD) issues and problems resulting fromthe activity. Since 2011, Director in charge of ICRMS is Aldo Mazzia.Shareholders’rights.The Shareholders’ Meeting is thebody that expresses the will of the shareholders and is chaired by the Chairmanof the Board of Directors or, in his absence, by the Vice President. The Assembly deliberates onmatters reserved to it by law for the budget and allocation of the result,appointment and removal of directors, appointment of auditors and theindependent auditors, and in extraordinary session it decides about bylawschanges, the share capital increases and the issuance of bonds, and on theapproval of merger plans or division and so on. Under the bylaws, the generalmeeting for the approval of the Financial Statements it shall be convened bythe Board of Directors in the municipality of the registered office or elsewherein Italy, ordinarily at least once a year within one hundred twenty days fromthe financial year. The Assembly is also convened whenever the board deems itappropriate and in the cases provided by law.
The Assembly is convened bynotice published on the website of the company, www.juventus.com. The notice may indicate a singlecall or there may be a first, second and, for extraordinary meetings, a thirdcall. “The notice convening the Meetingshall include the information, as follows:- Theday, time and venue of the meeting, indicating days for subsequent calls;- Thelist of items to discuss and a description of procedures to comply with inorder to take part in the meeting and vote, also by proxy;- Theidentity of the entity designated by the Company to act as proxy and the relativeprocedures to follow;- Thedate when entities lawfully entitled to take part in and vote at theShareholders’ Meeting shall be holders of shares;- Informationon the share capital and procedures for obtaining the text of proposed motions,the reports of the Directors and documents to be submitted to the Shareholders’Meeting;- Theprocedures and times for updating/supplementing the agenda.” (Quotefrom: Juventus.com.
(2018). Report on Corporate Governance 2015/2016-Juventus.com. online Available at: http://www.
juventus.com/en/club/investor-relations/corporate-governance/reports-on-corporate-governance/) To facilitate the attendance ofshareholders at Meetings, the Company pays the utmost attention to the choiceof the venue, date and time.In pre-meeting documents prepared by the Board of Directors in compliance withapplicable laws and published on the website www.juventus.com, Shareholders aregiven all information necessary so that they may take informed decisions duringthe Shareholders’ Meeting, as well as information on procedures for the Remunerationand Appointments Committee to carry out its functions.CommitteesThe Board of Directors hasestablished two committees to provide consultancy and proposals: TheAppointments and Remuneration Committee and The Control and Risk Committee.Appointments and RemunerationCommitteeThe committee was appointed by theBoard of Directors which is composed entirely of independent directors, whichPaolo Garimberti as President, Assia Grazioli Venier and Caitlin Mary Hughes,whose meetings are also attended by the Chairman of the Board of Auditors andthe managers corporate structures of Juventus. The Committee plays mainlyadvisory functions such as formulating proposals to the Board of Directorsregarding the compensation plans of the Managing Directors and Directors whohold particular offices, proposing to the Board of Directors candidates for theoffice of Director, expressing opinions regarding the size and composition ofthe Board of Directors.
Control and Risk CommitteeThe Committee was appointed by theBoard of Directors of 23 October 2015 and it is composed entirely ofindependent directors, which, Daniela Marilungo, as President, Paolo Garimbertiand Assia Grazioli Venier, whose meetings can also participate in the Board ofAuditors, the independent auditors, the Financial Reporting Officer and theInternal Audit Manager, as well as the heads of the corporate structures ofJuventus. The Committee’s mission is to assist the Board of Directors indefining the internal control system and risk management of the company, toverify that internal procedures are followed to ensure a proper and efficientmanagement and to identify and prevent possible risks of a financial andoperational nature. The Committee maintains relations with the Board ofAuditors, which helps to define the agenda of the meetings, the independentauditors, the Internal Audit Department, the Legal Officer and the FinancialReporting Manager. The Committee meetsat least once a year with the Supervisory Board required by Legislative Decree no.231/2001 for the exchange of information related to their respective controlactivities.
Otherorgans of corporate governance systemOther organs that are part of thegovernance system are: Internal Control System And RiskManagement- The Enterprise risk manager: this officer ensures the implementation of aneffective system for the identification, monitoring and governance of the mainrisks;- The Privacy Officer: this officer ensures theprotection of personal data;- Employees with operating control tasks: depending on the specific tasks assigned within theCompany, the employees ensure effective and efficient functioning of theInternal Control and Risk Management System The company is committed topromoting and maintaining an adequate Internal Control System and RiskManagement to allow adequate safeguarding of equity, efficiency andeffectiveness of business processes, in accordance with laws and bylaws. It hasbeen described referring to the model CoSO report3, whichrepresents international best practice for assessing the adequacy of theinternal control system, the principles of the Code of Conduct and other best practices on a national andinternational level.As part of the control system, themore specific activities of identification and risk management are part of therisk management process, which is realized in the normal course of businessoperations, also according to business development and corporate strategiesbased on the definition of a Risk Model, classifyingthe risk factors that may affect the achievement of business objectives,development of a methodology for risk assessment and risk evaluation and thecollection and processing of data necessary to the development of a riskReporting. Board of Statutory AuditorsThe Board of Statutory Auditorswas appointed by the shareholders on 23 October 2015 and is made, as describedin the Bylaws, of three standing members and two alternate auditors. Itmonitors on compliance with the law and the articles of association, compliancewith the principles of proper administration, the independence of the auditorand the administrative and accounting system to ensure that they arerepresented properly operating events.
The selection of auditors and alternateauditors must be made between those enrolled in the register of auditors who have worked on statutory audit of accountsfor a period not less than three years whose appointment is through lists filedat the companies of voting shareholders holders. The Bylaws then ensures thatan effective member of the Board of Auditors appointed by the minority with theChairman. Supervisory BodyThe members of the supervisoryboard are: Paolo Piccatti, as President, Silvia Lirici (Effective Auditor),Roberto Longo (Effective Auditor), Nicoletta Paracchini (Alternate Auditor),Roberto Petrignani (Alternate Auditor).The Supervisory Body has beenestablished pursuant to Legislative Decree 231/2001. It monitors the operationof and compliance with the Organisation, Management and Control Model, and itoversees updates, reporting at least annually to the Board of Directors onmonitoring outcomes. This body has the specific professional competencies toconduct the task assigned and take constant action. It also suggests new implementationof the Model to the BoD.
It is actually composed by Guglielmo Giordanengo(Chairman) Alessandra Borelli and Patrizia Polliotto.External Auditing FirmThe Auditing firm in charge ofauditing the accounts is the Ernst & Young S.p.A., which was appointed bythe shareholders on 26 October 2012 for the years 2012/2013 to 2020/2021,non-renewable.
It is required by law to check the keeping of accounts and thecorrect reporting of operating events in the accounting records, the complianceof the financial statements to the standards that regulate the preparation andfair presentation of the financial position and results financial year.Furthermore, the independent auditors also perform additional reviews requiredby regulatory and other tasks assigned by the Board of Directors.Internal Audit managerThe Internal Audit Manager isappointed with the approval of the Board of Directors, the CCR and Board ofStatutory Auditors. This person is tasked with ensuring that the InternalControl and Risk Management System is functioning and adequate, and to assess thereliability of information systems including accounting systems.
The Managermay engage consultants to acquire necessary information and opinions on aspectsconcerning issues to be addressed and, to this end, may use the financialresources necessary. Alessandra Borelli is the Internal Audit Manager of theCompany.Financial Reporting OfficerThe Financial Reporting Officer(or Manager) is the person charged with preparing the Company’s accountingdocuments, appointed by the Board of Directors as required by art. 154-bis ofTUF and by art.
18 of the Bylaws. He also implements adequate administrativeand accounting procedures for the drafting of financialstatements, and attests, with CEO/CFO, about the adequacy and effectiveimplementation of the administrative procedures for the Annual Report. Thisofficer must have a university education and at least five years’ experience inaccounting, economics and finance, together with any further requirements laiddown by the Board of Directors or the law or regulations. On 10 November 2011,the Board of Directors in office, with the favourable opinion of the Board ofStatutory Auditors and Internal Control and Corporate Governance Committee (nowcalled “Control, Risk and Corporate Governance Committee”), appointed AlbertoDe Vecchi, the Chief Financial Officer of the Group, as Financial ReportingManager. Opinions and recommendationsJuventusF.C. S.p.
A. must not produce the consolidatedfinancial statements because it is a controlled entity but does not controlthe companies in which it has invested. Figures of the financial statements arequite in line with the average of the sectors in which the company operates.Juventus F.C. ‘s performances arebetter than the average performances of Italian football clubs, and probably inthe future years the company will outperform the market.
The company has alsoentered new businesses and it’s making new investments to diversify sources ofrevenues, that otherwise would be too reliant on variable sports results.Juventus’ voluntary disclosure is adequate for the business it runs. As we can see from the documentsdrafted, Juventus F.C. gives great importance to personnel and employees’engagement, as it is a company with high personnel costs and whose corebusiness is mostly related to the people it employs.
Therefore, both the Codeof Ethic and the Sustainability Report enhance the role of internal andexternal stakeholders in tackling issues such as racism and social youthexclusion through the promotion of spots values and team spirit. In fact,sport, but especially football, because of its visibility and popularityworldwide, represents a unique opportunity to promote integration,non-discrimination, mutual respect, and educational values in general. In general, Juventus’communications are addressed more to fans and it’s more focused on teamperformances; this may explain also why there are version of the Company’sofficial website in other languages different then Italian and English(Spanish, Chinese, Japanese, Arab, Indonesian), but not all official drafteddocuments are translated into those languages. As we can see from the abovedescription of the corporate governance systems, the entity adopts a traditionalcorporate governance system. The structure adopted fits very well with thebusiness carried out by Juventus, since it’s an Italian-based company and ithas not control over other subsidiaries.
Juventus has also a Privacy Officer,and that the company enhance the role that employees themselves do have inperforming operating controls tasks, that are not exclusively delegated tointernal and external auditors or control risk managers.Whatwe feel to advise is directly related to the scandal we mentioned above.Following this circumstance, the company’s new mission has become: “Thedesire to promote ethics in sport and bridge the gap between the professionaland business side of football, while maintaining the utmost respect towardsfans and all sport enthusiasts.” So,in order to rehabilitate its name and be able to better fulfil his mission, wepropose the creation of a special committee that deals mainly with this problemand that at the same time coordinates the work of all bodies aimed attransparency of the company.