Governance System of Reply S.p.A. is based on a traditional organizational model.
The Board of Directors is the statutory managing body of the company encompassing all powers with regards to the ordinary and extraordinary administration of the company. The Board of Directors primarily carry out a management and control function with relation to the general activities of the company and the subsidiary companies.
The Board of Directors delegate powers to the managing directors and to the executive committee and revoke them. At present, the Board of Directors is made up of eight (8) Directors of which five (5) executive. The nomination and substitution of directors is disciplined by “voting list” mechanisms.
The Board of Statutory Auditors monitors compliance with law and articles of association and has a function of management control as provided by law.
The coming into force of the Legislative Decree 8 June 2001 Nr.231 introduced into the Italian legal system a new set of rules on "Administrative liability, ascertained in the criminal law proceedings", chargeable to legal persons for some crimes committed by administrators, managers, employees or external collaborators in the interest or to the advantage of the company (among others, corporate crimes and crimes against Public Administration).
With the aim of ensuring correct and transparent conditions required by the decree, Reply has introduced its own "organizational, managerial, and control model". The Model establishes rules and provides for procedures that must be respected by the whole personnel of the Group and by any other persons interacting with the Group (clients, suppliers, collaborators, partners, etc.).
This model endows Reply with an efficient organizational and managerial system, one that is able to single out and prevent the risk of the crimes included in the decree being committed. The adoption of the Model has involved the appointment of a specific "Supervisory Body" with the task of verifying the effectiveness and suitability of the Model, and of attending to its updating.
An integral part of the this Model is the Code of Ethics, which has been updated according to the provisions of the same Decree and has the purpose of defining the fundamental ethical principles and rules of behaviour that must be respected, thus creating the appropriate conditions that will guarantee that Reply’s activity will be inspired by the principles of fairness and transparency, and reducing the risk that the crimes listed in the Decree might be committed.
The organizational Model was approved on 28 March 2008 by the Board of Directors of Reply S.p.A. and in the month of May by all of the Group’s companies.
Modello 231 (Italian)
Code of Ethics (Italian)
Reati 231 (Italian)
This Report reflects and illustrates the governing structure that the Company has adopted in accordance with the indications set forth in the new March 2006 edition of the Corporate Governance Code.
This Report is given to shareholders and sent to the market regulator, which holds the report available for the general public.
Corporate Governance Report 10
Corporate Governance Report 09
Corporate Governance Report 08
Corporate Governance Report 07
Corporate Governance Report 06
Corporate Governance Report 05
The shareholders of Reply S.p.A. meet at least once a year, upon summons by the Board of Directors and under the direction of the Chairman of the Board of Directors.
Documents relevant to the shareholders' meeting of Reply S.p.A. 2013:
Convocazione Assemblea Ordinaria e Straordinaria degli Azionisti
Estratto Convocazione Assemblea Ordinaria e Straordinaria degli Azionisti
Modulo di delega generica
Modulo di delega rappresentante designato
Relazione illustrativa Assemblea degli Azionisti
Documents relevant to the shareholders' meeting of Reply S.p.A. 23 April 2013
Documents relevant to the shareholders' meeting of Reply S.p.A. 2012
Documents relevant to the shareholders' meeting of Reply S.p.A. 2011
Documents relevant to the shareholders' meeting of Reply S.p.A. 2010
The aim of the present regulations is to highlight rules of behaviour for all interested parties, so that they may communicate to the Company their relevant position in carrying out operations with Reply S.p.A.; and, for Reply S.p.A., to set operational rules for the fulfilment of said operations.
Regulation of transactions with related parties (Italian)
Regulation of transactions with related parties as of 31.12.2010 (Italian)