The Board of Directors appoints Roberto Cingolani as Chief Executive Officer and General Manager, Lorenzo Mariani co-managing director and confers certain powers on the president Stefano Pontecorvo
It met today, for the first time, under the chairmanship of Amb. Stephen Pontecorvo, the Board of Directors of Leonardo Spa, appointed by the Shareholders' Meeting previously held, also on today's date.
The Board, within the framework of a new organizational structure that will be perfected in the next few weeks and which will lead to a significant rationalization of the structure, has conferred on the Chairman Stefano Pontecorvo, who is responsible for the legal representation of the Company and the corporate signature pursuant to the law and Articles of Association, some attributions relating, inter alia, to "Institutional Relations", "Group Security" and coordination for "Facilitated Finance" projects.
The Board also appointed Prof. Roberto Cingolani as Chief Executive Officer and General Manager, granting him all the related powers for the management of the Company and the Group, with the exception of specific powers that the Board, in addition to those that cannot be delegated pursuant to by law, has reserved to its own jurisdiction.
The Board also approved the establishment, as of 1 June 2023, of the new Business & Operations General Management to which Ing. Lorenzo Mariani with the role of Co-General Manager.
Evaluation of independence
On the basis of the declarations made by the Directors and the information available to the Company, in today's meeting the Board of Directors ascertained that all the Directors possessed the requisites of integrity and the absence of causes of ineligibility and incompatibility, as required by the current legislation, as well as the possession of the independence requirements established by law, referred to in the Company's Articles of Association, by the Chairman Stefano Pontecorvo and the Directors Trifone Altieri, Giancarlo Ghislanzoni, Enrica Giorgetti, Dominique Levy, Francesco Macrì, Cristina Manara, Silvia Stefini, Elena Vasco and Steven Wood.
The Board also verified the existence of the independence requirements established by the Corporate Governance Code for all the aforementioned non-executive Directors and, therefore, with the exception of the Director Marcello Sala by virtue of his employment relationship with the Ministry of the Economy and Finance.
In its assessment, the Board adopted the same parameters and application criteria contemplated by the Corporate Governance Code and implemented in the Board Regulations, together with the "Criteria for assessing the significance of commercial, financial, professional relationships and additional remuneration" (approved on 27 January 2022 and available in the Corporate Governance section of the Company's website). The Board of Statutory Auditors positively verified the correct application of the assessment criteria and procedures adopted by the Board.
The Company is therefore largely in line with the indications of the aforementioned Code, referring to companies with greater capitalization and implemented in the Regulations of the Board, which provides that at least half of the board is made up of independent directors.
The Board will proceed, on the occasion of a forthcoming meeting, to reconstitute the internal Board Committees within it.
Appointment of Manager Responsible
Lastly, the Board proceeded to appoint the Manager responsible for preparing the corporate accounting documents pursuant to art. 154-bis of the TUF and articles 25.4 and 25.5 of the Articles of Association, confirming in this office Alessandra Genco, Chief Financial Officer of the Company, until the expiry of the current Board.