To be truly efficient and ensure the absence of conflicts of interest or other risks, the governance system must be based on a governance structure that is able to ensure that the individual roles are clearly defined and kept separate.
In this perspective, our governance structure adopts a traditional system of administration and control based on the functional organisation of three independent bodies:
The Board of Directors
The Board of Auditors
A number of Internal Committees.
Board of Directors
Antirion’s Board of Directors oversees the ordinary and extraordinary management of the company, performing all tasks required to achieve the company purpose. Moreover, it is responsible for strategic supervision, which is performed by determining the investment policies for the funds and assets managed by the AMC, as well as by defining the corporate strategies.
Within the asset management activities, the Board of Directors establishes the funds, by approving their relative management regulations, and defines the general strategies for managing the fund portfolios.
The Board of Directors is composed of five members, including two independent directors:
Franco Passacantando / Chairman
Since 2015, Independent Member of the Board with Salini Impregilo S.p.A. Since 2016, Independent Member of the Board with Euroclear Plc and Euroclear SA/NV. From 2010 to 2016, consulting services provided to the World Bank Treasury. From 2008 to 2013, Member of the Board at Società Italiana di Iniziative Edilizie e Fondiarie (SIDIEF). From 1981 to 2013, manager at the Bank of Italy, also in charge of the Bank’s capital funds and market investments, completing his experience as Vice Governor. From 1995 to 2003, Member of the Board of the World Bank and Chairman of the Audit Committee.
Marco di Tolle / Director
Since 2013, member of the Technical, Scientific and Legislative Committee of the Lombardy Region. Since 2016. member of the Judicial Council of the Appeal Court of Milan. From 2009 to 2011, Member of the Board of the Confalonieri Foundation. Adjunct professor at the Faculty of Engineering and Architecture at the University of Pavia (DIET) for town planning and urban planning techniques courses. From 2001 to 2004, Member of the Board of the Municipal Casino of Campione d’Italia S.p.A. From 2005 to 2009, Vice Chairman and subsequently Chairman of the Building Commission of the Municipality of Milan, also with responsibility for landscape. From 1999 to 2004, Councillor for Territory and Infrastructure of the Province of Milan.
Roberta Casali / Independent Director
From 2007 to January 2017, manager of the Corporate and Investment Banking Division of Intesa Sanpaolo S.p.A., Member of the Board of IMI Investimenti (2010-2013), Centro Factoring (2013) and Centro Leasing (2013). From 2004 to 2006, Head of Governance Functions at Banca Caboto S.p.A. (Intesa Group). From 1989 to 2004, a manager and director in the Area of Payment System and Oversight of the Banca d’Italia and Member of several Committees and Working Groups at domestic and international level (ECB, BIS).
Luigi Ginetti / Independent Director
Since 2007, Member of the Board of GEOSER S.r.l. From 2006 to 2011, Member of the Board of Fin. Est S.p.A. From 1998 to 2001, Member of the Board of Concrete S.p.A. From 1996 to 2001, CEO of Gen.Co S.r.l.
Board of Auditors
The main task of the Board of Auditors is to monitor compliance with applicable laws, the Articles of Association and the principles of correct administration. In particular, it monitors the suitability and operation of the company’s organizational, administrative and accounting functions, as well as the allocations established by the applicable special laws.
The Board of Auditors is composed of three statutory members and two deputies, each of whom meets the requirements set forth in the applicable laws, and of course complies with the requirements of integrity, professionalism and independence required by the sectoral regulations:
Gianpaolo Colnago, Chairman
Andrea Magnoni, Statutory Auditor
Massimo Gallina, Statutory Auditor
Elena Albertoni, Deputy Auditor
Gian Luca Milanesi, Deputy Auditor.
Each with their own specialisation, the Internal Committees express mandatory and/or binding opinions about the business plan of each fund, any operation in conflict of interests and investment/disinvestment operations.
Each Internal Committee is composed of members with extensive experience in the real estate, financial, fiscal, economic or legal fields.
The company has a Code of Ethics and an Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/2001 concerning the “Rules on the administrative liability of legal entities, Companies and associations, with or without legal status”.