The Mondadori Group’s sustainability governance system

The Mondadori Group has adopted a corporate governance system based on the principles of transparency, integrity and accountability, in line with leading international practices and relevant Italian regulations.

Arnoldo Mondadori Editore S.p.A. applies the “traditional” administration and control model, as provided by Articles 2380-bis and following of the Italian Civil Code, structured around three main bodies:

  • Board of Directors, responsible for both ordinary and extraordinary management, defining the Company’s and the Group’s strategic and organizational guidelines;
  • Board of Statutory Auditors, tasked with monitoring compliance with regulations and the bylaws, the observance of sound management principles, and the adequacy and proper functioning of the organizational, administrative and accounting systems;
  • Independent Audit Firm, in charge of auditing the separate and consolidated financial statements, the half-year report and the Sustainability Report.

All corporate bodies are appointed by the Shareholders’ Meeting. The Board of Directors is elected through a slate voting system, which also ensures the representation of minority shareholders.

Adoption of the Corporate Governance Code

Arnoldo Mondadori Editore S.p.A. adheres to the Corporate Governance Code promoted by Borsa Italiana S.p.A., which serves as the reference framework for structuring governance and defining operational practices.

The central role of the Board of Directors

The Board of Directors plays a key role in guiding the Group’s strategy, approving multi-year business plans and overseeing the implementation of corporate policies, with particular attention to sustainability objectives and long-term value creation, in line with the interests of all stakeholders.

Within its functions, the Board has established internal committees with preparatory, advisory and propositional duties:

  • Control, Risks and Sustainability Committee
    Established in accordance with the Corporate Governance Code, it consists of three non-executive, independent Directors, including the Chair. The Committee supports the Board in assessments relating to the internal control system, risk management and ESG issues. Members will serve until the approval of the financial statements as of December 31, 2026.
  • Remuneration and Appointments Committee
    Responsible for providing recommendations and opinions on remuneration policies and on the selection and appointment processes of directors and executives with strategic responsibilities.
  • Related Parties Committee
    Operates in compliance with CONSOB regulations on related party transactions, ensuring transparency and fairness in dealings with parties connected to the Company, in line with adopted internal procedures.

Code of Ethics

The Mondadori Group has adopted the Organization, Management and Control Model pursuant to Legislative Decree 231/2001 to prevent crimes and administrative offenses, thereby strengthening its governance framework. This Model is integrated with the assignment of functions and powers and helps foster ethical behavior among employees and collaborators. It is regularly updated in line with regulatory developments.

Supporting the Model, in 2012 the Group adopted a Code of Ethics applicable to all Group companies. The Code sets out general and specific principles towards internal and external stakeholders, defining conduct rules to be observed in professional activities. It forms an integral part of employment contracts, and violations are subject to contractual penalties, including termination. Compliance with the Code and Model 231 is also required from suppliers and partners.

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