Governance system | Gruppo Mondadori

Mondadori has adopted a traditional administration and control model, comprising a Board of Directors and a Board of Statutory Auditors appointed by the Shareholders’ Meeting.
Mondadori has also identified the Code of Conduct issued by Borsa Italiana S.p.A. as its benchmark in defining its own governance system.

Shareholders meeting

Board of Statutory Auditors
1 Chairman
2 standing statutory auditors
3 substitute auditors

External auditors

Board of Directors
3 executive directors
9 non-executive directors
of which 5 independent

Chairman Chief Executive Officer and General Manager

Management

Risk Management and Compliance

Remuneration and Appointments Committee
3 non-executive directors of which 2 independent, including the Chairman

Control, Risk and Sustainability Committee
3 non-executive directors of which 2 independent, including the Chairman

Related-Party Commitee
3 non-executive and indipendent directors

Director in charge of establishing and maintaining the internal control and risk management system
Board of Directors

Manager in Charge of Financial Reporting
CFO appointed by the Board after consulting with the Board of Statutory Auditors

Head of Internal Audit

Supervisory and Oversight Body
Collective body appointed by the Board of Directors