Board’s strategic and financial impact; – determine the level


board of Directors is awarded
with all and every power for the ordinary and extraordinary management of the
Company. Thus, it has the power to take all the measures considered necessary and appropriate to achieve
the company purpose.

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Particularly, the Board of Directors:

–       defines
the guidelines of the Internal Control and Risk Management System (ICRMS);

–       decides
on transactions of significant strategic and financial impact;

–       determine
the level of risk compatible with the Company’s strategic objectives;

–    regularly reports and disclosures to the

–    appointment and replacement
of directors and managers;

–    examines and periodically evaluates the
adequacy of the ICRMS;

–   provides guidance for Shareholders to the
appointment of the new board by the outcomes of the assessment of the previous

Meetings of
the board

meetings of the board of directors take place, as described in article 13 of
the Bylaws, on the basis of lists of candidates filed at the company within
twenty-five days before the date of the meeting called to deliberate. The right
to submit lists is owned only by shareholders who are holders of shares with
voting rights, whose ownership percentage required has been identified by
Consob in 2.5% of the share capital. The Council meets, even outside the
registered office, but in EU countries, at least quarterly, convened by its
President or a Vice President or whomsoever is authorized whenever he deems it
appropriate, or when it is requested by at least three Directors or at least
two statutory auditors or executive bodies. For the validity of the council
resolutions, it requires the presence of a majority of members, also
participates on a permanent basis the manager in charge and invited the heads
of corporate functions. The meetings are governed by law and the bylaws and is
allowed the opportunity to be held by teleconference. During the year there
were 6 meetings of the Board of Directors having to examination and
deliberations on the performance of the quarterly management, semi-annual and
annual and the organizational structure, the proposals submitted by the
directors, the budget for the year 2016 / 2017 and the update of the Model 231.

Remuneration of

September 21, 2016, the Board of Directors, upon proposal of the Appointments
and Remuneration committee, approved the Remuneration Report, as described in
the art. 123-ter of TUF, available on the website ( through
which the Company provides all the information regarding the remuneration
policy adopted by Juventus. This report will be submitted to the resolution,
non-binding, the forthcoming Shareholders’ Meeting for the approval of the
Annual Report.

Director in
charge of Internal Control and Risk Management System

person implements the guidelines defined by the Board of Directors and reports
to the Control and Risk Committee (or BoD) issues and problems resulting from
the activity. Since 2011, Director in charge of ICRMS is Aldo Mazzia.


The Shareholders’ Meeting is the
body that expresses the will of the shareholders and is chaired by the Chairman
of the Board of Directors or, in his absence, by the Vice President.


The Assembly deliberates on
matters reserved to it by law for the budget and allocation of the result,
appointment and removal of directors, appointment of auditors and the
independent auditors, and in extraordinary session it decides about bylaws
changes, the share capital increases and the issuance of bonds, and on the
approval of merger plans or division and so on. Under the bylaws, the general
meeting for the approval of the Financial Statements it shall be convened by
the Board of Directors in the municipality of the registered office or elsewhere
in Italy, ordinarily at least once a year within one hundred twenty days from
the financial year. The Assembly is also convened whenever the board deems it
appropriate and in the cases provided by law. The Assembly is convened by
notice published on the website of the company, The notice may indicate a single
call or there may be a first, second and, for extraordinary meetings, a third


“The notice convening the Meeting
shall include the information, as follows:

day, time and venue of the meeting, indicating days for subsequent calls;

list of items to discuss and a description of procedures to comply with in
order to take part in the meeting and vote, also by proxy;

identity of the entity designated by the Company to act as proxy and the relative
procedures to follow;

date when entities lawfully entitled to take part in and vote at the
Shareholders’ Meeting shall be holders of shares;

on 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’

procedures and times for updating/supplementing the agenda.”


from: (2018). Report on Corporate Governance 2015/2016- online Available at:


To facilitate the attendance of
shareholders at Meetings, the Company pays the utmost attention to the choice
of the venue, date and time.
In pre-meeting documents prepared by the Board of Directors in compliance with
applicable laws and published on the website, Shareholders are
given all information necessary so that they may take informed decisions during
the Shareholders’ Meeting, as well as information on procedures for the Remuneration
and Appointments Committee to carry out its functions.CommitteesThe Board of Directors has
established two committees to provide consultancy and proposals: The
Appointments and Remuneration Committee and The Control and Risk Committee.Appointments and Remuneration
CommitteeThe committee was appointed by the
Board of Directors which is composed entirely of independent directors, which
Paolo Garimberti as President, Assia Grazioli Venier and Caitlin Mary Hughes,
whose meetings are also attended by the Chairman of the Board of Auditors and
the managers corporate structures of Juventus. The Committee plays mainly
advisory functions such as formulating proposals to the Board of Directors
regarding the compensation plans of the Managing Directors and Directors who
hold particular offices, proposing to the Board of Directors candidates for the
office of Director, expressing opinions regarding the size and composition of
the Board of Directors.Control and Risk CommitteeThe Committee was appointed by the
Board of Directors of 23 October 2015 and it is composed entirely of
independent directors, which, Daniela Marilungo, as President, Paolo Garimberti
and Assia Grazioli Venier, whose meetings can also participate in the Board of
Auditors, the independent auditors, the Financial Reporting Officer and the
Internal Audit Manager, as well as the heads of the corporate structures of
Juventus. The Committee’s mission is to assist the Board of Directors in
defining the internal control system and risk management of the company, to
verify that internal procedures are followed to ensure a proper and efficient
management and to identify and prevent possible risks of a financial and
operational nature. The Committee maintains relations with the Board of
Auditors, which helps to define the agenda of the meetings, the independent
auditors, the Internal Audit Department, the Legal Officer and the Financial
Reporting Manager.  The Committee meets
at least once a year with the Supervisory Board required by Legislative Decree no.
231/2001 for the exchange of information related to their respective control
activities. Other
organs of corporate governance systemOther organs that are part of the
governance system are:   Internal Control System And Risk
Management- The Enterprise risk manager: this officer ensures the implementation of an
effective system for the identification, monitoring and governance of the main
risks;-  The Privacy Officer: this officer ensures the
protection of personal data;- Employees with operating control tasks: depending on the specific tasks assigned within the
Company, the employees ensure effective and efficient functioning of the
Internal Control and Risk Management System The company is committed to
promoting and maintaining an adequate Internal Control System and Risk
Management to allow adequate safeguarding of equity, efficiency and
effectiveness of business processes, in accordance with laws and bylaws. It has
been described referring to the model CoSO report3, which
represents international best practice for assessing the adequacy of the
internal control system, the principles of the Code of Conduct and other best practices on a national and
international level.As part of the control system, the
more specific activities of identification and risk management are part of the
risk management process, which is realized in the normal course of business
operations, also according to business development and corporate strategies
based on the definition of a Risk Model, classifying
the risk factors that may affect the achievement of business objectives,
development of a methodology for risk assessment and risk evaluation and the
collection and processing of data necessary to the development of a risk
Reporting. Board of Statutory AuditorsThe Board of Statutory Auditors
was appointed by the shareholders on 23 October 2015 and is made, as described
in the Bylaws, of three standing members and two alternate auditors. It
monitors on compliance with the law and the articles of association, compliance
with the principles of proper administration, the independence of the auditor
and the administrative and accounting system to ensure that they are
represented properly operating events. The selection of auditors and alternate
auditors must be made between those enrolled in the register of auditors who have worked on statutory audit of accounts
for a period not less than three years whose appointment is through lists filed
at the companies of voting shareholders holders. The Bylaws then ensures that
an effective member of the Board of Auditors appointed by the minority with the
Chairman.      Supervisory BodyThe members of the supervisory
board 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 been
established pursuant to Legislative Decree 231/2001. It monitors the operation
of and compliance with the Organisation, Management and Control Model, and it
oversees updates, reporting at least annually to the Board of Directors on
monitoring outcomes. This body has the specific professional competencies to
conduct the task assigned and take constant action. It also suggests new implementation
of 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 of
auditing the accounts is the Ernst & Young S.p.A., which was appointed by
the 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 the
correct reporting of operating events in the accounting records, the compliance
of the financial statements to the standards that regulate the preparation and
fair presentation of the financial position and results financial year.
Furthermore, the independent auditors also perform additional reviews required
by regulatory and other tasks assigned by the Board of Directors.Internal Audit managerThe Internal Audit Manager is
appointed with the approval of the Board of Directors, the CCR and Board of
Statutory Auditors. This person is tasked with ensuring that the Internal
Control and Risk Management System is functioning and adequate, and to assess the
reliability of information systems including accounting systems. The Manager
may engage consultants to acquire necessary information and opinions on aspects
concerning issues to be addressed and, to this end, may use the financial
resources necessary. Alessandra Borelli is the Internal Audit Manager of the
Company.Financial Reporting OfficerThe Financial Reporting Officer
(or Manager) is the person charged with preparing the Company’s accounting
documents, appointed by the Board of Directors as required by art. 154-bis of
TUF and by art. 18 of the Bylaws. He also implements adequate administrative
and accounting procedures for the drafting of financial
statements, and attests, with CEO/CFO, about the adequacy and effective
implementation of the administrative procedures for the Annual Report. This
officer must have a university education and at least five years’ experience in
accounting, economics and finance, together with any further requirements laid
down 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 of
Statutory Auditors and Internal Control and Corporate Governance Committee (now
called “Control, Risk and Corporate Governance Committee”), appointed Alberto
De Vecchi, the Chief Financial Officer of the Group, as Financial Reporting
Manager.   Opinions and recommendationsJuventus
F.C. S.p.A. must not produce the consolidated
financial statements because it is a controlled entity but does not control
the companies in which it has invested. Figures of the financial statements are
quite in line with the average of the sectors in which the company operates.
Juventus F.C. ‘s performances are
better than the average performances of Italian football clubs, and probably in
the future years the company will outperform the market. The company has also
entered new businesses and it’s making new investments to diversify sources of
revenues, 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 documents
drafted, Juventus F.C. gives great importance to personnel and employees’
engagement, as it is a company with high personnel costs and whose core
business is mostly related to the people it employs. Therefore, both the Code
of Ethic and the Sustainability Report enhance the role of internal and
external stakeholders in tackling issues such as racism and social youth
exclusion through the promotion of spots values and team spirit. In fact,
sport, but especially football, because of its visibility and popularity
worldwide, 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 team
performances; this may explain also why there are version of the Company’s
official website in other languages different then Italian and English
(Spanish, Chinese, Japanese, Arab, Indonesian), but not all official drafted
documents are translated into those languages. As we can see from the above
description of the corporate governance systems, the entity adopts a traditional
corporate governance system. The structure adopted fits very well with the
business carried out by Juventus, since it’s an Italian-based company and it
has not control over other subsidiaries. Juventus has also a Privacy Officer,
and that the company enhance the role that employees themselves do have in
performing operating controls tasks, that are not exclusively delegated to
internal and external auditors or control risk managers.What
we feel to advise is directly related to the scandal we mentioned above.
Following this circumstance, the company’s new mission has become: “The
desire to promote ethics in sport and bridge the gap between the professional
and business side of football, while maintaining the utmost respect towards
fans and all sport enthusiasts.” 

in order to rehabilitate its name and be able to better fulfil his mission, we
propose the creation of a special committee that deals mainly with this problem
and that at the same time coordinates the work of all bodies aimed at
transparency of the company.