Governance system

The governance system adopted by Poste Italiane - i.e. the system of administration and control aimed at ensuring the effective management of the company - is essentially oriented towards creating value for shareholders in the medium and long term, while taking account of the interests of the other stakeholders and considering the importance of the services we provide to society.


In 2015, in view of the initial public offering of a 35.3% interest in the company, we modified our governance structure, which had previously been that typical of a fully state-owned enterprise. We therefore adopted a noteworthy series of measures to define our governance system in accordance with the law, the principles and recommendations of the Corporate Governance Code for Listed Companies, which we adopted in 2015, the recommendations formulated by Consob and international best practices.

Our governance model is of the "traditional" variety, characterised by the dichotomy between the Board of Directors and Board of Statutory Auditors.

In December 2020 the board of directors of the Company decided to fully adopt the new Italian “Corporate Governance Code”, published by the Italian Stock Exchange Committee for corporate governance in January 2020 and replacing the previous Code of Conduct for listed companies. Within this framework, the Company adopted also a new policy aimed at managing the dialogue with shareholders – the engagement policy - and has updated the regulations of the board of directors meetings, as well as the regulations of the board Committees and other documents defining the corporate governance system of the Company.

Governance model

Shareholders' Assembly

Appoints and removes Directors, Statutory Auditors and the external audit firm

Board of Statutory Auditors
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Board of Directors

Control ad Risk Committee - Remuneration Committee
Nominations and Corporate Governance Committee
Related and Connected parties Committee
Sustainability Committee

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External Audit Firms
Chief Executive Officer

Leads all the first level organizational departments

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  • Shareholders’ Meeting This is the body of the company that expresses the will of the shareholders and takes the decisions of greatest importance to company life, such as appointing and dismissing members of the Board of Directors and Board of Statutory Auditors and approving the financial statements, amendments to the Articles of Association and extraordinary transactions (such as capital increases, mergers and de-mergers)
  • Board of Directors consists of nine members6 (eight non-executives and one executive) and normally meets once a
    month to examine and resolve on the operating performance and vote on resolutions regarding the results of operations, proposals relating to the organisational structure and transactions of strategic importance. The roles of the General Manager and Chairwoman are clearly distinct and both of them have the power to represent the Company.
  • Committees The Board of Directors has established five Board Committees to provide proposals and advice: the Appointments and Corporate Governance Committee, the Remuneration Committee, the Audit and Risk Committee, the Sustainability Committee and the Related and Connected Parties Committee.
  • Chairwoman of the Board of Directors leads and oversees the Board. She is the Company’s legal representative and exercises the powers established by law, the Company’s By-laws, and those granted by the Board of Directors at its meeting on 8 May 2023.
  • Chief Executive Officer has the powers for the administration of the Company except for those otherwise attributed by law and by the By-Laws and except for the powers that the Board of Directors has reserved to itself. The Chief Executive Officer is also the Company’s legal representative within the scope of the powers delegated to him.
  • General Manager Manager participates in Board meetings without voting rights. All organisational structures report to the General Manager - who reports to the Chief Executive Officer - with the exception of (i) the Internal Auditing function (which reports directly to the Board of Directors under the supervision - with the aim of liaising with the Board of Directors - of the Chairwoman) (ii) the corporate function dedicated to the international development of the Poste Italiane Group’s activities, which reports to the Board of Directors (iii) BancoPosta RFC, and thus the entire BancoPosta function, which continues to report to the Chief Executive Officer; (iv) the insurance, asset management, payments and e-money businesses, which continue to report to the Chief Executive Officer.
  • Board of Statutory Auditors It consists of three regular auditors and two replacement auditors appointed by the Shareholders' Meeting. It supervises compliance with the law and Articles of Association, observance of the principles of sound management, and in particular, the adequacy of the organisational, administrative and accounting system used by the Company and its actual functioning.  
  • Review by the Court of Accounts The financial management of Poste Italiane is subject to review by the Court of Accounts, in accordance with Law 259 of 21 March 1958. This process is carried out by a magistrate of the Court of Accounts, who attends sessions of the Board of Directors and Board of Statutory Auditors.
  • Independent auditor Deloitte&Touche S.p.A. has been appointed independent auditor for financial years from 2020 to 2028.

 

6 In replacement of Director Armando Ponzini, who resigned from office as of 31 July 2024, the Board of Directors, in its meeting of 26 March 2025, appointed by co-optation
Alessandro Marchesini who will remain in office until the next Shareholders’ Meeting.

Report on the Corporate Governance and on the Ownership structure

Poste Italiane has been an issuer of shares listed on the Mercato Telematico Azionario (MTA) organised and managed by Borsa Italiana S.p.A. since 27 October 2015. Consequently, each year the company publishes: