Board of Directors

The Board of Director, appointed by the General Shareholders Meeting on June 27, 2018, consists of fifteen members and will remain in office until the approval of the Financial Statement as at 31 December 2020. The Board is invested with all the most wide ranging powers for the ordinary and extraordi­nary management of the company.

Fedele Confalonieri

Chairman

Pier Silvio Berlusconi

Deputy Chairman and Chief Executive

Marina Berlusconi

Marina Brogi

Andrea Giovanni Canepa

Raffaele Cappiello

Marco Giordani

Costanza Esclapon de Villeneuve

Gina Nieri

Giulio Gallazzi

Francesca Mariotti

Danilo Pellegrino

Niccolo' Querci

Stefano Sala

Carlo Secchi

Member of the executive committee

Executive committee

The Executive Committee, appointed by the Board of Directors on June 28, 2018, consists of six members:

Fedele Confalonieri

Chairman

Pier Silvio Berlusconi

Deputy Chairman and Chief Executive

Marco Giordani

Director

Gina Nieri

Director

Niccolo' Querci

Director

Stefano Sala

Director
Members by right pursuant to the Company Bylaws.
The Ex­ecutive Committee will remain in office for the same time period as that of the mandate of the Board of Directors (until the approval of the Financial Statement 31.12.2020). The Board of Directors has given the Executive Committee all the powers of ordinary and extraordinary administration of the company, within the maxi­mum value limit of 130,000,000.00 Euros for each individual operation, but with the exception of those operations that fall, exclusively, within the compe­tencies of the Board of Directors.

Control, risk and sustainability committee

The Control, Risk and Sustainability Committee, appointed by the Board of  Directors on June 28, 2018, is composed by these members of Board of Directors:

Carlo Secchi

Chairman

Marina Brogi

Director

Costanza Esclapon de Villeneuve

Director
The Control, Risk and Sustainability Committee will remain in office for the same time period as that of the mandate of the Board of Directors (until the approval of the Financial Statement 31.12.2020). The Committee has been attributed  also the task to supervise sustainability issues related to the relevant business and to its interactions with all the stakeholders.
 

Remuneration committee

The Remuneration Committee, appointed by the Board of Directors on June 28, 2018, is composed by the following members of the Board of Directors:

Marina Brogi

Chairman

Andrea Giovanni Canepa

Director

Francesca Mariotti

Director
The Remuneration Committee will remain  in office for the same time period as that of the mandate of the Board of Directors (until the approval of the Financial Statement 31.12.2020). The Board of Directors has given the Compensation Committee the competen­cies laid down by the Company Corporate Governance Code of the company. Specifically, the Committee formulates proposals it presents to the Board of Directors and it expresses its periodic evaluations regarding the following:
- To periodically evaluate the adequacy, the overall coherence and the actual application of the general policy that is applied regarding the compensation of the Chairman, of the Vice Chairman and Managing Director and of those company executives who have strategic responsibilities, while availing itself, regarding those company executives who have strategic responsibilities, of the relative information supplied by the Chairman, by the Vice Chairman and Managing Director and also formulating proposals regarding this subject to the Board of Directors;
- To express a prior opinion regarding the proposals of the Board of Directors and in this context of the Chairman and/or pf the Vice Chairman and , relative to the compensation of the Chairman, of the Vice Chairman and Managing Director, as well as regarding the setting of the performance goals that are related to the variable part of the compensation Mediaset Group Report on Corporate Governance and the Company's Ownership Structure package. It shall also monitor the effective application of the decisions that are made by the Board of Directors regarding these matters;
- To express a prior opinion regarding the proposals of the Board of Directors and in this context of the Chairman and/or of the Vice Chairman and Managing Director, relative to the criteria that are used for the definition, by the delegated bodies of Mediaset S.p.A., of the compensation of those company executives who have strategic responsibilities and also regarding that of the other key executives of the Mediaset Group;
- To express a prior opinion regarding the proposals of the Board of Directors and in this context of the Chairman and/or of the Vice Chairman and Managing Director, relative to the general regulating of the giving of compensation, i.e. the attributing, the renunciation or the repayment, regarding the employees belonging to the Mediaset Group, who have been designated to hold offices within administrative and controls bodies and/or in committees nominated by administrative bodies of subsidiary or participated companies, both Italian and foreign;
- To formulate proposals to the Board of Directors regarding the criteria, the categories of beneficiaries, the quantities, the timeframes, the conditions and the methodologies of those compensation plans that are based on shares.

Governance and nomination commitee

The Governance and Nominations Committee, appointed by the Board of Directors on June 28, 2018, is composed by the following members of the Board of Directors:

Raffaele Cappiello

Chairman

Francesca Mariotti

Director

Carlo Secchi

Director
The Governance and Nominations Committee will remain in office for the duration of the Board of Directors, or in other words until the General Meeting called to approve the financial statements at 31 December 2020.

The Governance and Nominations Committee has been attributed the competences provided by the Self-Disciplinary Code of Borsa Italiana with regard to the Appointments Committee, in addition to those appropriate to ensure that the governance rules are revised, updated, implemented and observed.
 

The related parties committee

The Related Parties Committee, appointed by the Board of Directors on June 28, 2018 is composed of following Directors:

Marina Brogi

Chairman

Giulio Gallazzi

Director

Carlo Secchi

Director
The Related Parties Committee will remain in office for the same time period as that of the mandate of the Board of Directors (until the approval of the Financial Statement 31.12.2020). The Board of Directors has given the Related Parties Committee the competencies laid down by Consob Related parties Regulations, to exercise in compliance with the "Procedure for related party transactions" of Mediaset S.p.A.

The procedure is available here.

Board of statutory auditors

The Boards of Statutory Auditors appointed by the General Shareholders Meeting on June 26, 2020, consists of six members and will remain in office until the approval of the Financial Statement as at 31 December 2022.

Chairman: 
Giovanni Fiori

Statutory Auditors: 
Riccardo Perotta
Flavia Daunia Minutillo

Alternate Auditors: 
Francesca Di Donato
Leonardo Quagliata
Francesca Meneghel

Secretary of the Board of Directors

Emanuela Bianchi

Auditing Firm

The Shareholders' Meeting of 28th June 2017 entrusted the auditing company Deloitte & Touche S.p.A. with the audit of the Yearly and Consolidated Financial Statements, as well as the limited accounting review of the Abbreviated Half-Yearly Financial Statements for the financial years 2017/2025.