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CC&G has adopted an Emir compliance governance to protect its Client from financials and operational risks with a traditional system of administration and control, whereby corporate management is the responsibility of the Board of Directors and control functions are allocated to the Board of Statutory Auditors.

CC&G’s Corporate Governance system is based on the following:

  • Board of Directors, responsible for the strategic guidance and supervision of the Company’s overall business activities, with policy-making powers in relation to the overall administration and the authority to intervene directly in a series of significant decisions necessary or useful to achieve the company purpose;
  • Independent Directors who are directly committed to task where there are potential conflict of interests, such as: risk management and remuneration of the board members and key staff involved on control functions;
  • Board of Statutory Auditors, which is composed of independent members directly appointed by Shareholders, which also acts as Audit Committee and, according to the Italian Corporate Law, is entrusted with the responsibility of supervising a wide set of aspects, ranging from the compliance with the law and the Company Bylaws, to the efficiency of the internal control system, the internal audit system and the risk management system; statutory audit of the annual accounts; the independence of the statutory auditor or the statutory audit company;
  • an effective internal control system and pro-active risk management system;
  • a strict discipline concerning potential conflicts of interest and solid principles of conduct.

By - Laws

The By–laws of CC&G defines the essential characteristics as well as the primary rules relating to the organisation and operation of the Company.

The By-laws also specifies the name, registered office and duration of the Company; the corporate purpose; the share capital amount as well as the number, characteristics and nominal value of shares; the administration and control model adopted; appointment procedures as well as the rules of operation of corporate bodies; the operation of the Shareholders' Meeting and shareholders’ rights.

The contents of the By–laws supplement legal provisions. For all that which is not expressly provided for in the By–laws, the provisions of the Italian Civil Code and special laws will be applicable.

The By-laws may be amended by means of a resolution of the Extraordinary Shareholders' Meeting.

Copy of the current By-laws

Shareholders' meeting

The Shareholders’ Meeting is the collective body which expresses the shareholders’ will. The Shareholders’ Meeting has the power to resolve on the topics that fall under its competence by law or on the basis of the By-laws; in particular, it:

  • approves the financial statements
  • appoints the members of the Board of Directors and of the Board of Statutory Auditors
  • determines the remuneration of directors and auditors
  • appoints the Auditing Firm

An Extraordinary Meeting is necessary to approve amendments to the By-laws and extraordinary operations, such as capital increases, mergers and demergers.

The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors, who is assisted by a Secretary.

Auditing firm

The Auditing Firm is entrusted to audit the accounts. This task is assigned by the Shareholders’ Meeting following a justified proposal from the Board of Statutory Auditors.

The current mandate to audit the accounts was assigned by the Shareholders’ Meeting on 15 April 2015 to Reconta EY for the 2015 – 2023 period.

Organisational Chart

CCG Organisation