Governance

EI Towers’ Corporate Governance consists of the set of rules and procedures which embody the system for managing and controlling the Company.

The organization of EI Towers, based on the traditional administration and controls system, consists of the following company bodies: the Shareholders’ Meeting, the Board of Directors and the Board of Statutory Auditors.

Board of directors

The Board of Directors, appointed by the Shareholders’ Meeting on April 18, 2019, consists of ten members and will remain in office until the approval of the financial statements as at December 31, 2020. The Board is vested with all the broadest of powers for the ordinary and extraordinary management of the Company. The Board of Director is composed as follow:

Simone Sole
Vice – Chairman

Fabio Albano
Director

Paolo Bugini
Director

Marco Mezzetti
Director

Mauro Miglio
Director

Luigi Motta
Director

Board of statutory auditors

The Board of Statutory Auditors, appointed by the Shareholders’ Meeting on November 14, 2018, consists of five members and will remain in office until the approval of the financial statements as at December 31,  2020. The Board of Statutory Auditors is composed as follow:

Marco Armarolli

Chairman

Massimo Trotter
Effective Auditor

Roberto Cassader
Effective Auditor

Share capital structure

EI Towers’ share capital is Euro 2,826,237.70 fully subscribed and paid in, represented by 28,262,377 shares of no fixed nominal value.

Class of shares
% on share capital
Shareholders
Class A shares
60%
F2i TLC 2 S.p.A.
Class B shares
40%
Mediaset S.p.A.

Shareholders structure

The chart on the side represents the current control structure of EI Towers.

Bylaws

The bylaws define the primary characteristics of the company as well as the principal rules for the company’s organization and operation. They describe the governance system adopted by the company and also outline the fundamental criteria for the composition and division of the powers attributed to corporate bodies as well as the relationships between such bodies. More specifically, by supplementing provisions of the law, the bylaws outline the criteria and the procedures for identifying the parties which contribute, at the highest level, to the management and control of the company. The bylaws also describe the rights accruing to shareholders, the means for exercising such rights and they may be modified by means of a resolution of the extraordinary shareholders’ meeting.

Bylaws

Code of Ethics

Like other leading national and international groups and companies, EI Towers Group has adopted a code of ethics that defines all of the values that the EI Towers Group recognizes, adopts and shares, at all levels, in the exercise of its business activities. The principles and provisions of the Code of Ethics provide specific examples of the general duties of diligence, honesty and fairness that characterize the performance of work and behavior in the workplace. The principles and provisions of the Code of Ethics are binding on the directors, all persons bound by a contract of employment with the EI Towers Group, and all those who work for the Group, regardless of the relationship that links them.

Code of Ethics

Organizational Model

The Board of Directors of EI Towers approved the Organizational, Management and Control Model of the Company on October 31, 2012. This version has been updated most recently by resolution of the Board on January 30th 2020. EI Towers’ objective in adopting its Model is to introduce a series of general conduct principles and procedures that are in accordance with Legislative Decree 231/2001 both in terms of the prevention of the illegal conduct and administrative offences referred to in the Decree and in terms of checking that the Model is implemented and that any eventual sanctions are enforced.

Organizational Model

Whistleblowing

EI Towers Group has adopted a Whistleblowing Procedure which defines the management process for whistleblower reports of violations and irregularities, also alleged, in respect of applicable laws and regulations, the provisions of the Code of Ethics of EI Towers Group, the Organisational, Management and Control Model pursuant to Legislative Decree 231/2001 and current corporate policy and Organisational Guidelines. The aim of the Procedure is to provide guidelines for submitting and managing whistleblower reports, and to ensure that operating activities are performed with professionalism, transparency, fairness and confidentiality.

Whistleblowing