Corporate Governance

Governance System

Governance System of Reply S.p.A. is based on a traditional organizational model.

 

Board of Directors

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.

 

Board of Statutory Auditors

The Board of Statutory Auditors monitors compliance with law and articles of association and has a function of management control as provided by law.


Company Officers


Organisation Model 231 and Code of Ethics

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)

Corporate Governace Report

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 13 and Annual Report on Remuneration (Italian Version)
Corporate Governance Report 12 and Annual Report on Remuneration
Corporate Governance Report 11 and Annual Report on Remuneration
Corporate Governance Report 10
Corporate Governance Report 09
Corporate Governance Report 08
Corporate Governance Report 07
Corporate Governance Report 06
Corporate Governance Report 05

Regulation of transactions with related parties

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)


Shareholder's Agreement

Essential information of shareholder’s agreement disclosed to Consob pursuant to art. 122 of d.lgs. No. 58, 24.2.1998.
Reply SpA: Essential information of Alika shareholder’s agreement (Italian)

Stock Option Plan

Information provided pursuant to article 84 bis of R.E. n. 11971/1999 as amended by resolution No. 15915 of May 3, 2007.
Stock Option Plan (Italian)