Board of Directors

The Board of Director, appointed by the General Shareholders Meeting on June 23, 2021, consists of fifteen members and will remain in office until the approval of the Financial Statement as at 31 December 2023. 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

Chief Executive Officer

Marina Berlusconi

 

Marina Brogi

 

Stefania Bariatti

 

Raffaele Cappiello

 

Marco Giordani

Chief Financial Officer

Costanza Esclapon de Villeneuve

 

Gina Nieri

 

Alessandra Piccinino

 

Giulio Gallazzi

 

Danilo Pellegrino

 

Niccolo' Querci

 

Stefano Sala

 

Carlo Secchi

 
Board Regulations is available here

Executive committee

The Executive Committee, appointed by the Board of Directors on September 18, 2021, consists of five members:

Pier Silvio Berlusconi

Chief Executive Officer

Marco Giordani

Director

Gina Nieri

Director

Niccolo' Querci

Director

Stefano Sala

Director
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 31.12.2023).

Control, risk and sustainability committee

The Control, Risk and Sustainability Committee, appointed by the Board of  Directors on June 24, 2021, is composed by these members of Board of Directors:

Alessandra Piccinino

Chairman

Raffaele Cappiello

Director

Carlo Secchi

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 as at 31.12.2023).

The Control, Risks and Sustainability Committee carries out the activities provided for by art. 6 of the Corporate Governance Code and oversees sustainability issues, including the Consolidated Non-Financial Statement pursuant to Legislative Decree 30 December 2016, no. 254.

Remuneration committee

The Remuneration Committee, appointed by the Board of Directors on June 24, 2021, is composed by the following members of the Board of Directors:

Stefania Bariatti

Chairman

Marina Brogi

Director

Carlo Secchi

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 as at 31.12.2023).

The Board of Directors has given the Remuneration 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 of 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 24, 2021, is composed by the following members of the Board of Directors:

Marina Brogi

CHAIRMAN

Giulio Gallazzi

Director

Stefania Bariatti

Director
The Committee has the following responsibilities:
- monitor compliance and periodic updating of the corporate governance rules and compliance with the principles of conduct adopted by the Company, informing the Board of Directors;
- examine in advance the contents of the annual Report on corporate governance and ownership structures;
- to support the Board of Directors on the activities of: i) the evaluation of the board and its committees; ii) the definition of the optimal composition of the board and its committees; iii) the identification of candidates for the office of director in case of the director’s co-optation; iv) the possible submission of a slate by the outgoing board, ensuring the transparency of the process that led to the slate’s structure and proposition; v) the development, updating and implementation of succession plan for the Chief Executive Officer and the other executive directors.

The related parties committee

The Related Parties Committee, appointed by the Board of Directors on June 24, 2021 is composed of following Directors:

Costanza Esclapon de Villeneuve

CHAIRMAN

Marina Brogi

Director

Alessandra Piccinino

Director
The Related Parties Committee is responsible for stating prior opinions in accordance with the regulation containing provisions on transactions with related parties, introduced by Consob with resolution No. 17221, 12 March 2010, as most recently amended by Consob with resolution No. 21624/2020, where provided, on the Company's interest in carrying out transactions with Related Parties, as well as on the convenience and correctness of the related conditions, according to the methods and times provided for in the Procedure for Transactions with Related Parties.

The procedure is available here.

Secretary of the Board of Directors

Emanuela Bianchi

Auditing Firm

The statutory audit of the Company’s accounts has been assumed, in accordance with Dutch law, therefore pursuant to Article 25 of the Articles of Association, by Deloitte Accountants B.V., which has been taken over from the earlier independent auditors Deloitte & Touche S.p.A., as established by resolution of the shareholders’ meeting of 23 June 2021, until the end of the term of its office, i.e., until the approval of the financial statements with respect to the financial year 2025. Therefore, Deloitte Accountants B.V. has been appointed as statutory auditor to audit the Company’s financial statements for the financial years 2021 – 2025.