Caltagirone Editore : Corporate governance 2022 report

CORPORATE GOVERNANCE

AND OWNERSHIP STRUCTURE REPORT

as per Article 123-bis CFA

Issuer: Caltagirone Editore S.p.A. Website: www.caltagironeeditore.com

Year: 2022

Date of approval of Report: March 7, 2023

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Contents
Consolidated Finance Act/CFA: Legislative Decree No. 58 of February 24, 1998 (as subsequently amended).	.. 4
1. ISSUER PROFILE	5
2. INFORMATION ON THE OWNERSHIP STRUCTURE (as per Article 123-bis, paragraph 1, CFA)	5
a) Shareholders (as per Article 123-bis, paragraph 1, letter a), CFA)	5
b) Restriction on the transfer of shares (as per Article 123-bis, paragraph 1, letter b), CFA)	5
c) Significant holdings (as per Article 123-bis, paragraph 1, letter c), CFA)	5
d) Shares which confer special rights (as per Article 123-bis, paragraph 1, letter d), CFA)	5
e) Voting mechanism (as per Article 123-bis, paragraph 1, letter f), CFA)	6
f) Voting restrictions (as per Article 123-bis, paragraph 1, letter f), CFA)	6
g) Shareholder agreements (as per Article 123-bis, paragraph 1, letter g), CFA)	6
h) Change of control clause (as per Article 123-bis, paragraph 1, letter h), CFA) and statutory
provisions on takeovers (as per Article 104, paragraph 1-ter and 104-bis, paragraph 1)	6
i) Power to increase the Share Capital and authorisation to purchase treasury shares (as per Article
123-bis,paragraph 1, letter m), CFA)	6
l) Direction and co-ordination activities (as per Article 2497 and subsequent of the Civil Code)	6
3. COMPLIANCE (as per Article 123-bis, paragraph 2, letter a), CFA)	6
4. BOARD OF DIRECTORS	6
4.1. ROLE OF THE BOARD OF DIRECTORS	6
4.2. APPOINTMENT AND REPLACEMENT (ex article 123-bis, paragraph 1, letter l), first section,
cfa)	7
4.3. COMPOSITION (as per Article 123-bis, paragraph 2, letter h), CFA)	8
4.4. FUNCTIONING OF THE BOARD OF DIRECTORS (as per Article 123-bis, paragraph 2,
letter d), CFA)	8
4.5. ROLE OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS	9
4.6. EXECUTIVE DIRECTORS	9
4.7. INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR	9
5.0 MANAGEMENT OF CORPORATE INFORMATION	10
6.0 INTERNAL COMMITTEES TO THE BOARD (as per Article 123-bis, paragraph 2, letter d) CFA)	10
7.0 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE	10
7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS	10
7.2 APPOINTMENTS COMMITTEE	11
8.0 DIRECTORS REMUNERATION - REMUNERATION COMMITTEE	11
8.1 DIRECTORS REMUNERATION	11
8.2 REMUNERATION COMMITTEE	11

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9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE

..................................................................................................................................................................................... 11

9.1. CHIEF EXECUTIVE OFFICER	11
9.2. CONTROL AND RISKS COMMITTEE	12
9.3. INTERNAL AUDIT MANAGER	12
9.4. ORGANISATIONAL MODEL pursuant to Legislative Decree 231/2001	12
9.5. INDEPENDENT AUDIT FIRM	12
9.6. EXECUTIVE OFFICER FOR FINANCIAL REPORTING	12
9.7. COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND
RISK MANAGEMENT SYSTEM	13
10. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS	13
11. BOARD OF STATUTORY AUDITORS	13
11.1 APPOINTMENT AND REPLACEMENT	13
11.2 COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (as per Article
123-bis, paragraph 2, letter d) and d-bis) CFA)	15
12. RELATIONS WITH SHAREHOLDERS	16
13. SHAREHOLDER MEETINGS	16
14. FURTHER CORPORATE GOVERNANCE PRACTICES (as per Article 123-bis, paragraph 2, letter a),
second section, CFA)	16
15. CHANGES SUBSEQUENT TO THE YEAR-END	16
16. CONSIDERATIONS ON THE LETTER OF THE CHAIRPERSON OF THE CORPORATE
GOVERNANCE COMMITTEE	16
Tables	18
Table 1: Disclosure on the ownership structure at 31/12/2022	18
Table 2: Structure of the Board of Directors at year-end	19
Table 3: Structure of the Internal Committees at year-end	20
Table 4: Structure of the Board of Statutory Auditors at year-end	21
Attachment 1: Offices held (Indicates offices held in other listed companies and in financial, banking and
insurance companies or companies of a significant size.)	22
Attachment 2: "Principal characteristics of the risk management and internal control system in relation to the
financial disclosure process" in accordance with article 123-bis, paragraph 2, letter b), of the Consolidated
Finance Act	23

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GLOSSARY

Code/CG Code: the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.

Cod. civ./c.c.: the Italian Civil Code.

Committee/CG Committee/Corporate Governance Committee: The Italian Committee for the Corporate Governance of listed companies, promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confindustria.

Board: The Board of Directors of Caltagirone Editore S.p.A..

Issuer: Caltagirone Editore S.p.A.

Year: 2022

Consob Issuers' Regulation: the Regulation issued by Consob Resolution No. 11971 of 1999 (as subsequently amended).

Consob Markets' Regulation: the Regulation issued by Consob through resolution No. 20249 of 2017 (as subsequently amended).

Consob Related Parties Regulation: the Issuer Regulations following Consob Resolution No. 17721 of March 12, 2010 (as subsequently amended) in relation to related parties.

Report: the corporate governance and ownership structure report which the company must prepare as per Article 123-bis of the CFA.

Remuneration Report: The remuneration policy and report which companies are required to draw up and publish in accordance with Article 123-ter of the CFA and Article 84-quater of the Consob Issuers' Regulation.

Consolidated Finance Act/CFA: Legislative Decree No. 58 of February 24, 1998 (as subsequently amended).

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1. ISSUER PROFILE

Caltagirone Editore S.p.A. operates as a "holding" company with investments in the publishing (daily newspapers and free press), advertising and internet sectors. Following the Extraordinary Shareholders' Meeting of April 23, 2018, the company extended its corporate scope to hold investments in companies and entities operating in differing sectors.

The present report illustrates the corporate governance adopted by the Issuer. This system is based on the needs of a holding company and is based, therefore, on the systems of controls of the activities of the companies in which it is present through the operating subsidiaries of the Issuer.

The system is therefore centred on: (i) the central role of the Board of the Issuer in strategic direction; (ii) the transparency of the operational decisions; (iii) the effectiveness of the internal control which is undertaken through the existing control structure within the individual operating units and the individual subsidiaries and the supervision of the Control and Risks Committee appointed by the Board.

Caltagirone Editore S.p.A. is not required to publish a non-financial statement as this is published by Caltagirone S.p.A. as the parent company which consolidates the information of the entire Caltagirone Group.

Caltagirone Editore S.p.A. is defined as an SME in accordance with Article 1, paragraph 1, letter w-quater 1), of the CFA and Article 2-ter of the Consob Issuers' Regulation, as per the list published by Consob on its website. The capitalisation for the three-year period 2020 - 2022 is presented below

2020

2021

2022

CAPITALISATION

116,250,000

140,625,000

120,750,000

Caltagirone Editore S.p.A. is considered a concentrated ownership company.

2. INFORMATION ON THE OWNERSHIP STRUCTURE (as per Article 123-bis, paragraph 1, CFA) at 31/12/2022

a) Shareholders (as per Article 123-bis, paragraph 1, letter a), CFA)

Subscribed and paid-in share capital of Caltagirone Editore at December 31, 2022: Euro 125,000,000.00.

Classes of shares that make up the share capital: Ordinary Shares with voting rights (See Table 1 of the appendix)

Other financial instruments which attribute the right to subscribe to newly issued shares were not issued. No share incentive plans have been introduced which resulted in an increase, including free, of the share capital.

1. Restriction on the transfer of shares (as per Article 123-bis, paragraph 1, letter b), CFA) There are no restrictions on the transfer of securities.
2. Significant holdings (as per Article 123-bis, paragraph 1, letter c), CFA)

The shareholders with holdings above 3% of the share capital, as per the shareholder registry, the communications received in accordance with article 120 of the CFA and the other information available at the date of this report are reported in Table 1 of the appendix.

1. Shares which confer special rights (as per Article 123-bis, paragraph 1, letter d), CFA) There are no shares which confer special control rights.
   No special powers have been attributed to specific roles. The By-Laws do not provide for multi-vote or loyalty shares.

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