Month: April 2015

Monday 4 May sees the debut on La5 of a new programme: Donna Moderna Live, a lifestyle show inspired by the editorial formula of Donna Moderna, Italy’s most widely read women’s magazine.

“Donna Moderna Live is an extraordinary adventure for our magazine and all of us working every day in the service of the brand; writing for the web site, feeding the social network, interacting with the community and putting the magazine together every week,” declared Annalisa Monfreda, the editor-in-chief of Donna Moderna. “Television offers us an unexplored narrative opportunity while at the same time complementing everything we have done so far. There is content that only TV cane fully valorise. Moreover, the protagonists of Donna Moderna Live will be the journalists, contributors and experts that already surround the magazine: people who have the DNA of the magazine in their blood and are truly passionate about what they write. Now they have the chance to transmit that passion in a less mediated, more direct and emotional context.”

Donna Moderna Live, which is produced by Magnolia, is a television format in 40 episodes that will be broadcast from Monday to Friday at 7.45 pm. The programme, presented by, Lucilla Agosti, a radio presenter and speaker, aims to simplify and, at the same time, enrich the lives of viewers by providing practical advice and trends through features that are in synergy with Donna Moderna.

Donna Moderna Live is an original format created by Branded Content Unit Magnolia “We are extremely happy to be working with Mondadori on this new adventure and to bring the content and style of a magazine like Donna Moderna to television for the first time,” claimed Ludovica Federighi, Head of BCU Magnolia. “With Mondadori and the Donna Moderna team we have built an original format, able to transmit the themes covered by the magazine in a deeper and more exciting way, ensuring an innovative experience for readers and viewers.”

The features of Donna Moderna Live

Every day of the week a particular issue will be developed starting from a key word of interest for women – beauty, fashion, wellness, food, homes. Each of these themes will inspire the various slots that make up the programme: from Help, in which experts respond to readers questions, Tutorial, in which a range of coaches provide step by step guidance on how to use make up, execute a recipe, realise a look or a new idea for home decoration or find the ideal new sports activity to keep you in shape.

Each week Donna Moderna Live, will also follow day by day the transformation of a ‘normal’ woman into a “Donna Moderna cover star” thanks to the style, fashion and fitness suggestions of a Donna Moderna journalist. The Mondadori magazine is the only title on the market that highlights “normal women” in its fashion coverage. Mothers, wives, friends, singles, career women, with all their good and bad points, put themselves in the expert hands designers, stylists and photographers to realise the dream of becoming a “model for a day”. And Donna Moderna Live video coverage of this project is attracting enormous success.

And, of course, there will also be advice for Mothers and the world that surrounds them.

Another interesting slot full of ideas is certainly CasaFacile Interiors, inspired by the Mondadori magazine of the same name: a docu-reality that helps women to find solution for furnishing, reordering and personalising various elements of the home. With the valuable assistance of furniture stylists, readers/viewers can take ideas and tips to modify parts of their home, also thanks to a “Before & After” appointment that provides a detailed outline of all the steps required to transform a room and create the home you want.

Also Food, produced in cooperation with the magazine Cucina Moderna, will have a space in every episode of Donna Moderna Live. In the studio a food coach will prepare and explain a recipe, revealing the secrets of the most tasty dishes.

Donna Moderna Live also offers a cooking feature called Dedicated to in which a reader, helped and supported by a chef, will prepare a recipe to which she is particularly attached.

Donna Moderna Live is also fitness and wellness. Lessons for pilates, yoga, pole-dancing, belly dancing and tango will be available every day. There are so many way to keep yourself in shape and with this slot, in every episode and with the help of an expert, viewers can discover the secrets and characteristics of various activities.

An all-round programme for women that also recounts stories of women who have followed their dreams. Women who, with courage and determination, have taken on ambitious challenges: collective, in couples, professional, but in any case linked to personal satisfaction.

Donna Moderna Live can also be seen on the web site donnamodernalive.com, on social networks using the hashtag #donnamodernalive and on the Facebook and Twitter accounts of Donna Moderna.

A communication campaign for the launch of Donna Moderna Live has been put together that will appear in the press, on radio and TV, with promos on Mediaset channels, web and outdoor.

Donna Moderna Live, inspired by the Mondadori magazine Donna Moderna, is a programme created by Magnolia for La5. Executive producer Magnolia: Maurizio Gulino. Project chief: Agata Gambuzza. Director: Michele Rho.

Donna Moderna Live has been produced with the contributions of: L’Oréal – Gruppo Fini – Upim – De’ Longhi – Yes-Zee by Essenza – Acqua Vitasnella – Ghd.

The Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., held on today’s date and chaired by Marina Berlusconi, examined the 2014 consolidated financial statements, showing a positive net result of euro 0.6 million and approved the financial statements of Arnoldo Mondadori Editore S.p.A. at 31 December 2014. The Shareholders’ Meeting also resolved to entirely cover the year’s loss of the parent company – equal to euro 12,888,013.64 – through the utilization of reserves for an equal amount in accordance with the proposal made by the Board of Directors.

In his report, the CEO Ernesto Mauri illustrated the Group’s key highlights in 2014, as already communicated last 12 March 2015.

Moreover, the Shareholders’ Meeting resolved on the following items on the agenda:

APPOINTMENT OF THE BOARD OF DIRECTORS

The Shareholders’ Meeting appointed a new Board of Directors composed of the following members: Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Pasquale Cannatelli, Bruno Ermolli, Roberto Poli, Danilo Pellegrino, Alfredo Messina, Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi, Mario Resca and Cristina Rossello.

The Board of Directors’ composition complies with the provisions set out in Article 147-ter, par. 1- ter of Italian Legislative Decree No. 58/1998 in the matter of gender balance.

The curricula of the Board of Directors’ members are made available in the Company’s web site at www.gruppomondadori.it (Governance section).

The entire Board of Directors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.

The directors Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi and Cristina Rossello meet the requirements for independent directors set out in Article 148, par. 3, of Italian Legislative Decree No. 58/1998. It should be noted that the Board of Directors met after the Shareholders’ Meeting and verified that the aforementioned directors comply with the requirements for independent directors in accordance with the Governance Code of listed companies promoted by Borsa Italiana S.p.A. (“Governance Code”).

The Board of Directors confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.

The Board of Directors also appointed the members of the following committees in compliance with the principles established by the Governance Code adopted:

• Control and Risk Committee: Angelo Renoldi (Chairman), Marco Spadacini and Cristina Rossello;
• Remuneration and Appointments Committee: Marco Spadacini (Chairman), Bruno Ermolli and Cristina Rossello;
• Committee for Related Party Transactions: Angelo Renoldi (Chairman), Cristina Rossello and Marco Spadacini.

Moreover, Oddone Maria Pozzi was confirmed Executive Manager responsible for the drafting of the corporate accounting documentation.

APPOINTMENT OF THE BOARD OF AUDITORS AND OF THE CHIEF STATUTORY AUDITOR

The Shareholders’ Meeting appointed a new Board of Auditors, composed of the following members: Ferdinando Superti Furga (Chief Statutory Auditor), Francesco Antonio Giampaolo e Flavia Daunia Minutillo (Standing Statutory Auditors); Francesco Vittadini, Annalisa Firmani ed Ezio Maria Simonelli (Substitute Statutory Auditors).

The Board of Auditors’ composition complies with the provisions set out in Article 148, par. 1- bis of Italian Legislative Decree No. 58/1998 in the matter of gender balance.

The curricula of the Board of Auditors’ members are made available in the Company’s web site at www.gruppomondadori.it (Governance section).

The entire Board of Auditors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES

Given the approaching expiry of the previous authorization resolved on 30 April 2014, the Shareholders’ Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the Treasury Shares acquired by the Company in compliance with Article 2357-ter of the Italian Civil Code.

During the period covered by the aforementioned authorization approaching its expiry, the Company did not buy treasury shares either directly or indirectly through subsidiaries. The Company sold the treasury shares in its portfolio through a private placement that was completed on 18 June 2014. Therefore, at the date of the Shareholders’ Meeting, the Company does not own any treasury shares either directly or indirectly through its subsidiaries.

Here below is the information provided relating to the purchase plan authorized by the Shareholders’ Meeting also with reference to the provisions of Article 144-bis of Consob Regulation No. 11971/1999:

1. Motivations

• to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
• to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

2. Maximum number of purchasable Treasury Shares
The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital. Considering that, as above indicated, the Company does not own to date, either directly or indirectly, treasury shares, the new authorization attributes therefore to the Board of Directors the power to purchase up to maximum No. 26,145,834 shares equal to 10% of the share capital.

3. Criteria for purchasing Treasury Shares and indication of the minimum and maximum purchasing cap
Purchases shall be made on the regulated markets pursuant to Article 132 of Italian Legislative Decree n. 58/1998 and Article 144 bis, par. 1, letter B of Consob Regulation n. 11971/1999 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals and also in compliance with any additional applicable regulations.

The minimum and maximum purchase price is determined under the same conditions established by the preceding Shareholders’ Meeting authorisations and, therefore, at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes the purchase transactions will be completed in compliance with the conditions established in Article 5 of EC Regulation n. 2273/2003, and, specifically:

• the Company shall not purchase treasury shares at a price higher than the higher between the price of the latest single transaction and that of the highest single bid traded in the regulated market in which such purchase takes place;
• in terms of daily purchase volumes, the Arnoldo Company shall not purchase a quantity of shares higher than 25% of the daily average volume of Mondadori Editore S.p.A. shares traded in the regulated market in the 20 trading days preceding the dates of purchase.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in Article 87-bis of Consob Regulation No. 11971/1999.

4. Duration
The authorization to purchase treasury shares shall last until the approval of the financial statements at 31 December 2015 and in any case for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

REMUNERATION REPORT

The Shareholders’ Meeting also provided its favourable opinion on the first Section of the Remuneration Report regarding the policy adopted for the 2015 financial year in the matter of remuneration to directors and executive managers with strategic responsibilities.

The minutes of the Shareholders’ Meeting shall be made available according to the criteria and terms established by law.

Mondadori’s 2014 Report, drafted in accordance with the most up-to-date version (GRI-G4) of the Global Reporting Initiative (GRI) Sustainability Reporting Guidelines, including the Media Sector Disclosures, is approved by the Board of Directors.
On the basis of the current coverage of the General Standard Disclosures and the Specific Standard Disclosures, associated with material aspects, the “in accordance” option to the GRI-G4 standard as declared by Mondadori is “in accordance – core”.

“ENERGY FOR CREATIVITY” is the name of the big exhibition event organised by the monthly INTERNI during the FuoriSalone.

Supported by Expo Milano 2015 as a partner and with the patronage of the City of Milan, “ENERGY FOR CREATIVITY” will take place in the Courtyards of the University of Milan, from today until the 24 May.

A large number of world renowned architects and designers have been involved in the project, including: Daniel Libeskind with Libeskind Design, Antonio Citterio and Patricia Viel and Partners with Gruppo Cosentino, Alessandro and Francesco Mendini with Deborah Milano, Piuarch with Marazzi, Luca Trazzi with Veuve Clicquot, Steve Blatz and Antonio Pio Saracino with Marzorati Ronchetti, Vetreria Bazzanese and Zordan, Bernard Khoury with Margraf, Philippe Starck with Tog, Kengo Kuma & Associates with Tjm Design – Kitchenhouse, Alessandro Michele with Richard Ginori and many more.

“Our exhibition event, which is now in its 18th edition, provides a space for experimentation for installations of different sizes, able to stimulate inter-disciplinary synergies,” says Gilda Bojardi, editor of INTERNI. “Alongside the display of models and prototypes, micro-architecture, indoor and outdoor pavilions, illuminated installations and video projections, will be also theme-based exhibitions, performances, conferences and meetings,” the editor concluded.

Co-producer of the initiative is the international foundation Be Open, which conceived and promoted The Garden of Wonders. A Journey through Scents, an exhibition about the relationship between perfume and design at the Orto Botanico in the Brera district of the city, and Audi. The latter has contributed with the Invitation Tower installation, designed and built by Audi Design, but above all with the Audi City Lab, a space in Via Montenapoleone where INTERNI will stage a series of events that will focus on design and its relationship with light, connectivity and creative digital disciplines.

With this exhibition event, which gives Milan a unique and extraordinary visibility, the INTERNI system confirms its absolute leadership in the professional living segment, with a market share of over 45% in terms of space in the period January-March 2015.

To reinforce the magazine’s role as a communication tool in the world of architecture and contemporary design, the latest issue of INTERNI will feature a new design and layout developed by art director Claudio Dell’Olio.

And with issue n° 650 of Aprile 2015, INTERNI renews also the editorial formula with a both a new layout and structure enriched with new features and background detail, such as the section PhotographINg with images as the protagonists: details of installations, designs and products, freely combined to present themes and ‘provocations’ from contemporary design. The pages specifically dedicated to design have been reinforced and given greater detail through interviews and thanks to the contributions of Italian and international journalists and critics, able to offer to the readers of INTERNI an increasingly multifaceted and inter-disciplinary reading of design.

An additional new feature announced to coincide with the FuoriSalone is the new internimagazine.com, which will exploit even more the potential of digital and the web, strengthening the ecosystem that revolves around the brand. The structure, design and content of the site has been completely reconfigured and a new version of the “Design Index” section will be created in order to bring together companies and professionals and becoming an important marketplace for the world of design.

In order to find your way around the ever richer array of events during the Milan Design Week, we couldn’t forget the Guida FuoriSalone® – which is also available as a free app for iPad and Android operating systems on tablets, smartphones and iPhone – which offers a systematic overview of more than 400 events and a day-by-day agenda of all the appointments involving the companies, designers and architects participating in the FuoriSalone, and the Guida Zee Milano (only in the digital version included with the app) with a selection of new itineraries and fashion spaces fashion around the city as it prepares for the Universal Exposition: from design to shopping, department stores and restaurants, as well as hotels.

Arnoldo Mondadori Editore S.p.A. informs that as of today’s date at the Company’s legal offices, at the authorized storage device 1info (www.1info.it) and on the Company’s website at www.gruppomondadori.it (Governance section) the following documents are made available:

– The 2014 annual report, including the Parent Company’s financial statements, the Group’s consolidated financial statements at 31 December 2014, the Directors’ Report on Operations and the Statements pursuant to article 154 bis, par. 5, of Italian Legislative Decree No. 58/1998;

– The reports from the Independent Auditors;

– The Board of Auditors’ report;

– The 2014 report on corporate governance and ownership structure;

– The remuneration report pursuant to article 123-ter of Italian Legislative Decree No 58/1998.