Independence criteria

The AGM held on 27 April 2021 appointed the new Board of Directors; the 12 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2023.

The Board was elected on the basis of the lists submitted by the shareholder Fininvest S.p.A., holder of 53.299% of the share capital for a total of no. 139,355,950 shares, and by a grouping of shareholders formed by asset management companies and institutional investors holding a total of no. 9,856,881 shares, equal to 3.769% of the share capital.

The members of the new Board of Directors are:

• Marina Berlusconi (Chairman), Antonio Porro, Pier Silvio Berlusconi, Alessandro Franzosi, Elena Biffi, Danilo Pellegrino, Francesco Currò, Angelo Renoldi, Cristina Rossello, Paola Elisabetta Galbiati, Valentina Casella (from the majority list submitted by the shareholder Fininvest S.p.A.);
• Alceo Rapagna (from the minority list submitted by a group of shareholders formed of asset management companies and institutional investors).

The majority list gained 80.202% of votes cast at the Meeting.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., which met after the Shareholders’ Meeting, chaired by Marina Berlusconi, appointed Antonio Porro as the new Chief Executive Officer, granting him the relating management powers.

The Board of Directors assessed the meeting of the independence requirements, pursuant to Article 148, paragraph three of the TUF and the Corporate Governance Code, for Directors Elena Biffi, Paola Elisabetta Galbiati, Valentina Casella, Alceo Rapagna and Angelo Renoldi.

The composition of the Board of Directors complies with the provisions on gender equality set out in Article 147-ter, paragraph 1-ter of the TUF.

The Board also appointed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2023: 

• Valentina Casella as Lead Independent Director;
• Alessandro Franzosi as Financial Reporting Manager.