26 2024 Sustainability Report Corporate Governance A solid Corporate Governance system, integrated risk management, continuous dialogue with stakeholders, and the fulfillment of commitments to society underpin our daily operations and define our long-term value. Initially incorporated as a limited liability company, since the 1990s Guardini has operated as a joint stock company while retaining its family ownership structure. We adopt a traditional Corporate Governance model, consisting of the Shareholders’ Meeting, a management body - the Board of Directors - and a supervisory body - the Board of Statutory Auditors. The Board of Directors holds the central role in defining the company’s strategic and decision-making direction, with the ultimate goal of ensuring its Sustainable Growth. Specifically, the Board reviews and approves strategic, industrial, and financial plans; defines the nature and level of risk compatible with strategic objectives; evaluates the effectiveness of the internal control system; and decides on transactions considered strategically significant. The Board of Statutory Auditors is responsible for overseeing compliance with the law, the Articles of Association, and the company’s bylaws, ensuring adherence to principles of sound administration and verifying the adequacy of the internal control system. All members of the governing bodies are respected figures in finance and legal affairs, with proven managerial expertise and many years of experience. For further details on the procedures for selecting, appointing, and remunerating members of the Governing Bodies, please refer to the most recent version of the Articles of Association. Board of Directors (in office until 31/12/2024) • Chairman of the Board: Guardini Giovanni - Company representative • Chief Executive Officer: Terzano Anna Maria - Company representative • Chief Executive Officer: Guardini Elena - Company representative with executive role • Chief Executive Officer: Guardini Marco - Company representative with executive role Board of Statutory Auditors (in office until 31/12/2024) • Chairman of the Board of Statutory Auditors: Borgnino Riccardo • Statutory Auditor: Morello Cristina • Statutory Auditor: Scapola Angelo • Alternate Auditor: Bronzo Ettore • Alternate Auditor: Bodo Marco Board of Directors Board of Statutory Auditors Total members 4 5 of which women 2 1 of which men 2 4 of which aged < 30 < 50 years 1 2 of which aged > 50 years 3 3 Compliance and risk management are of fundamental importance and are managed in an integrated and coordinated manner. To ensure that all those operating on behalf of or in the interest of the Company act in accordance with the principles of transparency, fairness, and legality, in 2024 the Company officially adopted the Organizational, Management and Control Model 231, in compliance with Legislative Decree 231/2001. The Supervisory Body, tasked with monitoring its effective implementation, regularly holds meetings and conducts inspections. We announced the adoption of the Model through a dedicated newsletter and our LinkedIn channel, also making it available on the corporate website to ensure that all our partners were informed. In addition, all employees take part in specific training programs designed to promote ethically sound behavior and prevent potential risks.
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