Governance - Board of Directors - Recordati

Board of Directors

The current Board of Directors, appointed by the Shareholders at the Annual General Meeting on 29th April 2022, is composed of twelve members. The Board of Directors stays in charge until the Annual General Meeting for the approval of the Financial Statements as at 31st December 2024. The professional CV of each director is listed below:

Andrea
Recordati

Chairman

Guido
Guidi

Vice Chairman

Robert
Koremans

Chief Executive Officer

Michaela
Castelli

Lead Independent Director

Elisa
Corghi

Independent
Director

Giorgio
De Palma

Luigi
La Corte

Chief Financial
Officer

Joanna
Le Couilliard

Independent
Director

Giampiero Mazza

Piergiorgio
Peluso

Independent
Director

Cathrin
Petty

Kim
Stratton

The Corporate Governance and Ownership Structure Reports may be consulted for further information on the Board of Directors and, in particular, on the following: the procedures for appointing and replacing the board: its role and functioning; the executive officers and bodies: the independent directors.

Guidelines regarding the maximum number of offices

On 6th May 2021, upon the proposal of the Remuneration and Nominations Committee, the Board of Directors defined the following general guidelines regarding the maximum number of offices as directors or statutory auditors in other listed companies or significantly-sized companies that can be considered compatible with an effective performance of the role of Director of Recordati S.p.A

Policy on qualitative and quantitative criteria for the purposes of assessing independence requirements:

On 28th October 2021 the Board of Directors of Recordati S.p.A. defined the following policy on qualitative and quantitative criteria for the purposes of assessing independence requirements, pursuant to recommendation 7, first period, points (c) and (d), in article 2 of the Corporate Governance Code:

Board of Statutory Auditors

Committees

Guido Guidi

Vice Chairman

Born on 27 March 1953, he graduated in medicine, cum laude, in 1979 at the University of Milan, with a specialization, at the same university, first in immunology and allergology, achieved in 1984, and then in rheumatology, achieved in 1989.

Medical doctor since 1980, he was Medical Advisor first in Smith Kline & French Italia from 1981 to 1982 and then, from 1983 to 1985 in Roussel UCLAF Italia, then Medical Director from 1986 to 1989 in Sharper Italia (Roussel UCLAF Group).

In Sandoz Italy since 1990, until 1991 as head of the immunology and transplantation area and from 1992 to 2000 as head of the Specialty Products unit.

Since 2000 he has been in charge of the Southern Europe oncology unit at Novartis and from 2002 to 2012 he was head of the Head of Oncology, Europe at the Milan office where he led the marketing of several oncology products and played a key role in several partnership operations as a Novartis Deal Committee member. From December 2012 to February 2017, at the Swiss headquarters in Basel, he was appointed Head of Pharma, Europe, where he leads the marketing of several key products, coordinates operations and supervises a staff of over 7,000 employees working in more than 50 countries, including Russia and Israel.

Meanwhile he attended business courses in Lausanne in 2000 and from 2003 to 2015 in Boston (USA) at Harvard University.

Throughout his career, he has also been Chairman of the Board of Directors of Novartis Italy, Novartis Spain, Novartis Nordics and Novartis UK, he was a member of the Novartis Pharma Executive Committee (PEC), and Chairman of the Novartis European Executive Committee (EEC), as well as a member of the Novartis Portfolio Management Board, R&D Oncology and Pharma and the EFPIA Executive Committee. He was awarded the Novartis CEO Excellence Award in 2006 and the Novartis CEO Talent Development Award in 2008.

Currently senior advisor at Boston Consulting Group and he holds the positions of:

founder and chairman of the board of directors of AuroraTT S.r.l.;
member of the board of directors of Aurora Science S.r.l.;
member of the board of directors of Philogen S.p.A. (listed on the Borsa Italiana Stock Exchange);
member of the board of directors of Genenta Science S.r.l. (Nasdaq listed company);
member of the board of directors and SAB member of Zambon S.p.A.;
SAB member and consultant of Italfarmaco S.p.A.;
vice President of the board of directors of Recordati S.p.A. (listed on the Borsa Italiana Stock Exchange);
Executive Chairman of Cellestia Biotech AG.

Piergiorgio Peluso

Independent Director

Diploma in humanities, degree in ‘Economics and Social Sciences (D.E.S.)’ from Università Commerciale L. Bocconi, with a specialization in Finance, obtained in 1992, and an experience in Arthur Andersen, he joined Mediobanca S.p.A. in the Participations and Special Affairs Service, dealing with mergers, acquisitions and financial restructuring.

In 1998 he worked at Credit Suisse First Boston in London on mergers, acquisitions and capital market transactions in the financial institutions (banking and insurance) and utilities area.

In 2002 he joined Medio Credito Centrale S.p.A. (Capitalia Group), as Central Director of the Advisory Area, and subsequently assumed direct responsibility for the Corporate Division of the Capitalia Group with the title of Central Director and member of the Executive Committee of the banking group. During the years of his management, he was actively involved in the Capitalia Group’s recovery plan. In 2007, following the merger between Capitalia S.p.A. and UniCredit Group S.p.A., he was confirmed as Head of Investment Banking in Italy and, subsequently, Managing Director of the corporate bank of the UniCredit Group (UniCredit Corporate Banking S.p.A.) and Head for Italy of the Corporate & Investment Banking Division of the banking group.

From 2011 to September 2012, he was General Manager of Fondiaria-SAI S.p.A., working on the relaunch plan of the insurance group and the subsequent integration with the Unipol group. From September 2012 to June 2019, he was Telecom Italia’s CFO, with responsibilities of various kinds in the areas of: planning and control, transformation office, purchasing, real estate and logistics, finance and investments, accounting and financial, tax, mergers and acquisitions and risk management; participation in road shows and meetings with investors; regular attendance in Telecom Italia’s Board of Directors and the Internal Control Committee.

During his career, he has also held the position of Director in several companies, including Banco di Sicilia S.p.A., Edison S.p.A., Gemina S.p.A., Aeroporti di Roma S.p.A., Milano Assicurazioni S.p.A., Fondazione Telecom Italia, Telecom Italia Media S.p.A. and Telecom Argentina S.A. (Argentina).

Since January 2020 he holds the position of member of the Board of Directors of KnowCE Srl, a start- up that deals with the monitoring of infrastructures and diagnostics for risk assessment. He is a member of the Board of Directors of Herambiente S.p.A. and of Recordati S.p.A. (listed on the Borsa Italiana Stock Exchange). Since 1^st March 2023 he is Chief Financial Officer of Autostrade per l’Italia S.p.A..

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