Bioera S.p.A.: Relazione su governance e asset ownership al 31 dicembre 2015

Bioera S.p.A. is a company listed on the Italian Stock Exchange that operates as a holding company in the organic and natural products sector. The company follows a traditional model of governance, in accordance with the principles of the Corporate Governance Code, although it has not adhered to all the recommendations due to its size and complexity.

The company’s governance structure includes the Assembly of Shareholders, the Board of Directors, and the Board of Statutory Auditors. The Board of Directors has also established a Remuneration Committee composed of independent and non-executive directors. In addition, the company has a person responsible for preparing financial statements and a Committee for Related Party Transactions.

Bioera publishes an annual Social Report on its website, which details the company’s initiatives and activities in terms of corporate social responsibility, including support for non-profit organizations and projects focused on childhood and disadvantaged individuals.

Regarding the company’s ownership structure, Bioera’s share capital consists of ordinary shares with voting rights, all of which are listed on the Italian Stock Exchange. The fully subscribed and paid-up share capital amounts to €13,000,000, divided into 36,000,266 ordinary shares with no nominal value.

There are no restrictions on the transfer of shares, and there are no special voting rights or employee share ownership plans. The company does not have any agreements among shareholders, except for a shareholders’ agreement between Biofood Italia S.r.l., Daniela Garnero Santanchè, and the company. These shareholders collectively hold 53.397% of the company’s share capital.

Overall, Bioera’s governance model is based on a set of rules, principles, and procedures that are periodically updated according to regulations and best practices. The company is committed to corporate social responsibility and regularly communicates its initiatives through its Social Report.

Bioera S p A : Relazione sul governo societario e gli assetti proprietari al 31 dicembre 2015

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