Arnoldo Mondadori Editore S.p.a. MIL:MN
Arnoldo Mondadori Editore S p A : Report on corporate governance and ownership structure 2025 (4 mb)
Source: MarketScreener
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE OF ARNOLDO MONDADORI EDITORE S.P.A.
Pursuant to article 123-bis TUF (traditional administration and control model)
Report approved by the Board of Directors of
Arnoldo Mondadori Editore S.p.A. dated 19 March 2026 and relating to the financial year closed on 31 December 2025
The report is available on the company's website https://www.gruppomondadori.it
TABLE OF CONTENTSIntroduction 7
Profile of the Issuer 7
Disclosure on ownership structure (under art. 123-bis.1, TUF) as at 19 march 2026 8
Compliance (under art. 123-bis.2.a), part one, TUF) 13
Board of directors 13
Role of the Board of Directors 13
Appointment and replacement (under art. 123-bis.1.l), part one, TUF) 14
Composition (under art. 123-bis.2.d) and d-bis, TUF) 18
4.4. Operation of the Board of Directors (under art. 123-bis.2.d), TUF) 20
Role of the Chairman of the Board 21
Executive Directors 22
Independent Directors and Lead Independent Director 22
Management of corporate information 23
Board Committees (under art. 123-bis.2.d), TUF) 24
Self-assessment and succession of Directors - Remuneration & Appointments Committee 24
Remuneration of Directors - Remuneration Committee 25
Remuneration of Directors 25
Remuneration Committee 26
Internal control and risk management system - control & risks committee 26
Chief Executive Officer 29
Control, risk and sustainability committee 30
Head of Internal Audit department 32
Supervisory board and organisational model pursuant to legislative decree no. no. 231/2001 33
Independent auditors 33
Manager responsible for the preparation of the company's financial statements and sustainability reporting
33
Coordination between the parties involved in the internal control and risk management system 34
Directors' interests and related-party transactions 35
Board of Statutory Auditors 37
Appointment and replacement 37
Composition and functioning (pursuant to article 123-bis, paragraph 2, letters d) and d-bis) TUF) 39
Investor Relations 41
Shareholders' Meetings 42
Additional corporate governance practices (ex art. 123-bis.2.a), part two, TUF) 44
Changes after the reporting date 44
Remarks on the letter of the chair of the Corporate Governance Committee 46
Articles of Association indicates the current Articles of Association of Mondadori, available on the website, most recently amended by the Extraordinary Shareholders' Meeting of 18 December 2024.
Board of Directors or Board: indicates the Board of Directors of Arnoldo Mondadori Editore S.p.A.
Board of Directors Regulations indicates the regulations adopted by the Board of Directors
governing the organisation and internal functioning of the Board of Directors, in line with the recommendations of the Corporate Governance Code
Board of Statutory Auditors indicates the Board of Statutory Auditors of Arnoldo Mondadori Editore S.p.A.
Civil Code or C.C.: indicates the Civil Code approved by Royal Decree No. 262 of 16 March 1942 (as amended and supplemented)
Consolidated Sustainability Reporting: indicates the reporting of information on sustainability issues
in accordance with Legislative Decree No. 125 of September 6, 2024, implementing EU Directive 2022/2464/EU of the European Parliament and of the Council, the European Sustainability Reporting Standards (ESRS), and the provisions of Article 8 of Regulation (EU) No. 852/2020 on the European taxonomy, included in the 2025 annual financial report published on the Company's website
Consolidated Finance Law or TUF: indicates Legislative Decree No. 58 of 24 February 1998, as
amended and supplemented
Consob: indicates the National Commission for Companies and the Stock Exchange
Consob Issuers' Regulations or Issuers' Regulations:
indicates the Regulation concerning issuers promulgated by Consob with deliberation no. 11971 of 1999 (as subsequently amended and integrated)
Consob Market Regulations: indicates the Regulation concerning markets promulgated by Consob with Deliberation no. 20249 of 2017
Consob Related Parties Regulation: indicates the Regulation concerning related-party
transactions promulgated by Consob with Deliberation no. 17221 of 12 March 2010 (as subsequently amended)
Corporate Governance Code or Code: indicates the Corporate Governance Code of the listed
companies drafted and approved in January 2020 by the Corporate Governance Committee, effective as of 1 January 2021
Corporate Governance Committee: the Italian Corporate Governance Committee for listed
companies, promoted by Borsa Italiana S.p.A. and by ABI, Ania, Assogestioni, Assonime and Confindustria
CSRD decree: means Legislative Decree No. 125 of 6 September 2024, which transposes and implements the CSRD Directive into Italian law
ESRS indicates the sustainability reporting principles defined in Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023
Key Management Personnel indicates the persons identified pursuant to Consob Regulation No. 17221/2010, i.e. the Mondadori managers who, by virtue of the tasks and powers assigned to them, have the power and responsibility, directly or indirectly, for the planning, management and control of the activities of the Company and/or its subsidiaries
Financial year: indicates the financial year to which this Report relates, i.e. the year ending 31 December 2025
231 Model indicates the organisation, management and control model adopted by Mondadori pursuant to Legislative Decree no. 231 of 8 June 2001, most recently updated on 14 May 2025.
Mondadori, Issuer, Company or AME: indicates Arnoldo Mondadori Editore S.p.A., a company
incorporated under Italian law with head office in Milan, via Gian Battista Vico n. 42, VAT no. 08386600152, tax code and registration number with the Companies' Register of Milan-Monza Brianza-Lodi 07012130584
Report: indicates the report on corporate governance and corporate structure that companies are required to prepare and publish pursuant to Article 123-bis of the Consolidated Law on Finance, approved by the Board of Directors of Arnoldo Mondadori Editore S.p.A. on 19 March 2026
Remuneration Report: indicates the report on the remuneration policy and compensation paid, drawn up pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Issuers' Regulation and published on the Company's website
INTRODUCTION
The purpose of this Report approved by the Board of Directors of Arnoldo Mondadori Editore S.p.A. on 19 March 2026 is to provide a periodic and analytical illustration of the corporate governance system and ownership structure adopted by the Company, in compliance with the provisions of art. 123-bis of the Consolidated Law on Finance, as well as with the current legislative and regulatory provisions on disclosure on adherence to codes of conduct.
The disclosure provided in accordance with the content profiles of the aforementioned Article 123-bis and the Corporate Governance Code, to which the Company adheres. Information on the choices made by the Company in terms of applying the principles set forth in the Code and adhering to the specific recommendations, including the actions and methods of implementation, are illustrated within paragraphs of the Report, prepared in line with the indications of the Format of Borsa Italiana.
The information contained in the Report refers to the financial year 2025 as well as, with respect to specific topics, updated as of the date of the Board of Directors' approval meeting.
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PROFILE OF THE ISSUER
Arnoldo Mondadori Editore S.p.A., a company with shares listed on the Borsa Italiana Euronext STAR Milan market
- is one of the largest Italian publishers and media companies.
The Mondadori Group is Italy's leading book publisher, with publishing houses and brands under the umbrella of Mondadori Libri S.p.A., including Mondadori, Giulio Einaudi Editore, Piemme, Sperling & Kupfer, Frassinelli, Rizzoli, BUR, Fabbri Editori, Rizzoli Lizard and Mondadori Electa, joined more recently by De Agostini Libri, UTET, Star Comics and Silvio Berlusconi Editore. It is also active in art and illustrated book publishing, management of museum concessions and organisation of cultural exhibitions and events through the subsidiary Electa S.p.A., and present in the illustrated book sector in the USA and at international level with Rizzoli International Publications Inc. and Chelsea Green Publishing Company.
Furthermore, the Mondadori Group is the leading player in educational publishing, through Mondadori Education, Rizzoli Education, and D Scuola, with an offer covering every order of educational establishment from pre-schools to universities.
Mondadori's book business is supported by the largest network of book stores in Italy, managed by Mondadori Retail S.p.A., with more than 500 stores managed directly or through franchising agreements, the book club formula and the mondadoristore.it e-commerce website.
Through its company Mondadori Digital S.p.A., operational as of 1 January 2026, the Mondadori Group is Italy's leading multimedia publisher in digital and social media as well as being active in the MarTech solutions sector with the digital company AdKaora. The Group is also present in the magazine segment through Mondadori Media S.p.A.
Corporate governance system
Arnoldo Mondadori Editore S.p.A. has chosen a corporate governance system organised on the basis of the
"traditional" administration and control model pursuant to arts. 2380-bis et seq. of the Civil Code.
In particular, the governance structure adopted by the Company is based on a Board of Directors and a Board of Statutory Auditors appointed by the ordinary general meeting of shareholders, with roles, functions, composition and responsibilities as set out in this report.
The Board of Directors has formed a Remuneration & Appointments Committee and a Control, Risks & Sustainability Committee, both with advisory and consultative functions as recommended by the Corporate Governance Code, and a Related Parties Committee pursuant to the Consob Related Parties Regulation and the procedures concerning related-party transactions adopted by the Company.
The Board of Directors is vested with full powers of ordinary and extraordinary administration and plays a central role in the Issuer's corporate governance system by determining the strategy and organisation of the Company and the Group.
The Board of Statutory Auditors monitors the effectiveness of the internal control and risk management systems, ensures compliance with the law and the Articles of Association, and exercises oversight over the Company's management. It also monitors compliance with the principles of correct governance, with a specific focus on the fitness for purpose and operation of the Company's organisational, administrative and accounting structure.
The engagement for auditing the separate financial statements and the consolidated financial statements for the nine financial years 2019-2027 and providing the additional services as per Lgs.Decree 39/2010 was conferred on the EY
S.p.A. auditing firm by the shareholders' meeting of 17 April 2019.
The remainder of this Report will examine in detail the main aspects relating to the functioning, composition and powers of the corporate bodies of Arnoldo Mondadori Editore S.p.A.
Sustainability
Within the framework of the strategic policy activities exercised by the Board of Directors, the pursuit - through a process of gradual formation with a view to integration with the Strategic Plans - of sustainable success, configured by the creation of long-term value for the benefit of shareholders, taking into account the interests of all stakeholders relevant to the Issuer, is of specific importance.
The Issuer has published, on a mandatory basis as an integral part of the management report for the financial year 2025, the Sustainability Report prepared in accordance with Legislative Decree No. 125 of 6 September 2024 implementing EU Directive 2022/2464/EU of the European Parliament and of the Council, the European Sustainability Reporting Standard (ESRS) and in accordance with Article 8 of Regulation (EU) 852/2020 on the European Taxonomy, which requires companies obliged to Sustainability Reporting to disclose economic activities considered eco-sustainable. Sustainability Reporting is available at https://www.gruppomondadori.it (governance section//Shareholders' Meeting and Investors Section) and on the authorised storage mechanism "1Info" (https://www.1Info.it).
the contents detailed in the Group's Sustainability Report were identified on the basis of the results obtained following the double materiality analysis (Impact Materiality and Financial Materiality), examined and approved by the Board of Directors, with the advisory and preliminary support of the Risk and Sustainability Control Committee.
The double relevance analysis was carried out in line with the new European Sustainability Reporting Standards (ESRS), and identified significant impacts, risks and opportunities in order to, on the one hand, provide a comprehensive view of the Issuer's environmental, social and governance performance, and, on the other hand, outline the pursuit of long-term value creation for the benefit of all relevant stakeholders of the Group. In 2025, as a further reinforcement of the analysis conducted in previous years, stakeholder engagement, aimed at assessing material impacts, was pursued through the involvement of a number of strategic suppliers, leading financial analysts, as well as employees, teachers and customers.
Sustainability plan
The new three-year Sustainability Plan 2026-2027-2028 approved by the Board of Directors enhances the centrality of the Mondadori Group's role as a publisher, emphasising in particular the dimension of social sustainability, alongside environmental and governance sustainability. The results of the dual materiality analysis are structured into three sustainability pillars, strongly linked to the company's identity and business strategy, which are broken down into objectives, actions and targets. The three pillars identified are:
quality and social value of the publishing offer, through the promotion of reading and accessibility of content;
efficiency and environmental responsibility of the supply chain;
valorisation and inclusion of people, through policies of inclusion, social welfare and promotion of human rights along the value chain.
Please refer to the above-mentioned sustainability reporting for detailed information on, inter alia, (i) the methodology and general criteria for preparing the document, (ii) the Group's business model and value chain (iii) the sustainability strategy and issues relevant to the Group, (iv) the environmental, social and governance information (v) and the description of the process and results of the double relevance analysis.
It is specified that:
the Issuer falls within the definition of an SME pursuant to Article 1, paragraph 1, letter w-quater.1) of the TUF and Article 2-ter of the Regulation on Issuers due to a capitalisation value referred to 2025 equal to Euro 553,000,000.00, below the threshold indicated by the reference legislation.
the Issuer comes under the Code's definition of company with concentrated ownership and therefore has flexible options for application of the Code, which are outlined, in particular, in paragraph 16 of this report.
As the parent company, the Issuer is responsible for defining and approving the strategic guidelines relating to the Issuer itself and the Group, and exercises management and coordination functions in accordance with Article 2497 et seq. of the Italian Civil Code over the subsidiaries referred to in Article 2459(1) of the Italian Civil Code.
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DISCLOSURE ON OWNERSHIP STRUCTURE (UNDER ART. 123-BIS.1, TUF) AS AT
19 MARCH 2026
Share capital structure (pursuant to Art. 123-bis, paragraph 1, letter A) of the TUF)
As at the date of approval of this Report, the share capital of Arnoldo Mondadori Editore S.p.A. was Euro 67,979,168.40 fully subscribed and paid-up, represented by 261,458,340 ordinary shares with a par value of Euro
0.26 each. Shares are recorded in a central dematerialised securities depository and are traded on the Mercato Telematico Azionario (MTA) - Euronext STAR Milan market organised and run by Borsa Italiana S.p.A.
Mondadori shares are registered, indivisible, and freely transferable shares which grant the right to vote at the Company's ordinary and extraordinary shareholders' meetings in accordance with law and the Articles of Association; furthermore, they grant the additional administrative and capital rights envisaged by law on shares with voting rights.
There are no other classes of shares or securities not traded on regulated markets.
No other financial instruments are issued that confer the right to subscribe newly-issued shares.
The structure of the share capital at 31 December 2025 is illustrated in Table 1 attached to this Report.
Restrictions on the transfer of securities (pursuant to Art. 123-bis, paragraph 1, letter b) TUF)
There are no restrictions on the transfer or holding of shares, nor are there any clauses for approval by the Company or other security holders regarding the transfer of shares.
Significant investments in share capital (pursuant to Art. 123-bis, paragraph 1, letter c) of the TUF)
Table 1 attached to this Report illustrates the major shareholdings in excess of 5% of capital or above the materiality threshold, held directly or indirectly, as reflected in the stock ledger supplemented by the notices received pursuant to Art. 120 TUF and by other available information.
Securities carrying special rights (pursuant to Art. 123-bis, paragraph 1, letter d) of the TUF)
No shares have been issued that confer special control rights.
The extraordinary Shareholders' Meeting of 27 April 2017 approved an amendment to art. 7 of the Articles of Association with the introduction of a system of "increased voting rights" (pursuant to art. 127-quinquies of the TUF), which, among other things, provides for a double voting right to be assigned to each share held by the same party for a continuous period of not less than 24 months, as from registration in the special list set up by the Company. As of the date of this Report, 139,359,650 shares representing 53.30% of the share capital and 69.538% of the voting capital were registered in the special list. Increased voting rights had vested on all the shares referred to above as of the date of this Report.
For further information about increased voting rights, see the Regulation for Increased Voting Rights published on the Company website https://www.gruppomondadori.it.
The Issuer's Articles of Association do not contemplate shares with multiple voting rights.
Shareholding by employees: mechanism for exercising voting rights (pursuant to Art. 123-bis, paragraph 1, letter e) of the TUF)
There is no specific mechanism for the exercise of voting rights - referring to a system of employee share ownership under the Performance Share Plans or MBO Plans in place - other than or in addition to the voting rights applicable to the generality of the shares constituting the entire share capital or providing for voting rights not directly exercised by employees.
Voting restrictions (pursuant to Art. 123-bis (1)(f) TUF)
There are no restrictions on the exercise of voting rights with the exception of the treasury shares held by the Company on which voting rights are suspended pursuant to art. 2357-ter Civ. Code.
Shareholder agreements (pursuant to Article 123-bis(1)(g) of the TUF)
On 15 September 2023, the Company, pursuant to arts. 122 of the TUF and 129.2, and 130.1, of the Issuers Regulation, announced the publication, on the "1Info" authorised storage mechanism (https://www.1info.it) and the Investors section of the Mondadori website, of the extracts pursuant to art. 129 of the Issuers Regulation and the essential information pursuant to art. 130 of the Issuers Regulation concerning the material agreements pursuant to art. 122 of the TUF contained in the shareholder agreements relating to, among other topics, Fininvest S.p.A. and Arnoldo Mondadori Editore S.p.A., signed on 11 September 2023 by Marina Berlusconi, Pier Silvio Berlusconi, Barbara Berlusconi, Eleonora Berlusconi and Luigi Berlusconi and also on 11 September 2023 by Marina Berlusconi and Pier Silvio Berlusconi.
On 22 December 2023 the Company, pursuant to arts. 122 of the TUF, 129.2 and 131.4.b of the Issuers Regulation, published on the "1Info" authorised storage mechanism (https://www.1info.it) and the Investors section of the Mondadori website a notice of termination of the material agreements, pursuant to art. 122 of the TUF, contained in the Shareholder Agreement signed on 11 September 2023 by Marina Berlusconi, Pier Silvio
Berlusconi, Barbara Berlusconi, Eleonora Berlusconi and Luigi Berlusconi relating to, among other topics, Fininvest S.p.A. and Arnoldo Mondadori Editore S.p.A.
On 16 January 2025, the Company, pursuant to Article 122 of the TUF and Articles 129 and 131(4)(b) of the Regulation on Issuers, announced that the extracts pursuant to Article 129 of the Regulation on Issuers and essential information pursuant to Article 130 of the Regulation on Issuers were made available to the public through the authorised storage mechanism "1Info" (www.1 info.it) and on Mondadori's web site in the Investors section, relating to significant agreements pursuant to art. 122 of the TUF contained in the shareholders' agreement concerning, among other things, Fininvest S.p.A, Arnoldo Mondadori Editore S.p.A. and Banca Mediolanum S.p.A. signed on 13 January 2025 by Marina Berlusconi and Pier Silvio Berlusconi.
Change of control clause (pursuant to Art. 123-bis, paragraph 1, letter h) of the TUF) and provisions of the Articles of Association about takeover bids (pursuant to Art. 104, paragraph 1-ter and 104-bis, paragraph 1)
The loan agreements entered into by AME from time to time provide, as is standard practice for these types of contracts, for possible early repayment in the event of a change in the Company's control structure. In particular, it is envisaged that in the event of a change of control of AME, the Loans will be fully and automatically cancelled, they will no longer be available for use and the lenders' commitment to make the loans available will be deemed immediately, fully and definitively cancelled. AME shall, therefore, repay any utilisation disbursed and not yet repaid under the aforesaid loans, also paying to the lenders the interest accrued and unpaid to that date, commissions and any other amount due to them within 5 (five) business days from the event that produced the change of control.
With regard to public tender offers, the Issuer's Articles of Association:
do not derogate from the provisions of the Passivity Rule envisaged by art.104.1 and 1-bis of the TUF;
do not envisage the application of the breakthrough rule contemplated by art. 104-bis.2 and 3 of the TUF.
Delegated powers to increase the share capital and authorise the purchase of treasury shares (pursuant to Art. 123-bis, paragraph 1, letter m) of the TUF)
The Extraordinary Shareholders' Meeting held on 24 April 2024 resolved:
to grant, pursuant to art. 2443 of the Italian Civil Code, the power to the Board of Directors to increase the share capital, on one or more occasions, also in divisible form pursuant to art. 2439 of the Italian Civil Code, within a period of five years from the date of this resolution, by a maximum nominal amount of € 75,000,000.000 through one or more rights issues pursuant to art. 2441 paragraph 1 of the Italian Civil Code, with the power for the Board of Directors to establish, from time to time, the issue price, including any share premium, the dividend entitlement and the term for subscription of the new shares;
b) without prejudice, within the amount limits established in art. 23, paragraph 2 of the Articles of Association, to the authority of the Board of Directors as regulated by art. 2410 of the Italian Civil Code regarding the issue of non-convertible bonds, to grant the Board of Directors, pursuant to art. 2420-ter of the Italian Civil Code, the power to issue bonds convertible into shares, on one or more occasions, to be offered to the rights holders pursuant to art. 2441, paragraph 1 of the Italian Civil Code, for an amount that, taking account of the bonds outstanding at the resolution date of each issue, does not exceed the limits allowed by law from time to time and does not in any case exceed the maximum nominal amount of € 250,000,000 (two hundred and fifty million), establishing the procedures, terms and conditions thereof and the related regulation, including, pursuant to art. 2420-ter paragraph 1 of the Italian Civil Code, powers relating to the corresponding share capital increase to service the conversion through the issue of ordinary shares with the same characteristics as those outstanding, for a maximum nominal amount of € 250,000,000, within a period of five years from the date of this resolution.
to grant, pursuant to art. 2443 of the Italian Civil Code, to the Board of Directors the power to increase the share capital on a cash basis, on one or more occasions, also in divisible form pursuant to art. 2439 of the Italian Civil Code, within a period of five years from the date of the resolution, with the exclusion of option rights pursuant to art. 2441, paragraph 4.2, of the Italian Civil Code, through the issue, in one or more tranches, of a number of ordinary shares not exceeding 10% of the total number of shares constituting the share capital of Arnoldo Mondadori Editore at the date of the exercise of the power, and in any case for a nominal amount not exceeding € 20,000,000.00, with the power for the Board of Directors to determine, from time to time, the issue price, including any share premium, the dividend entitlement, and the term for subscription of the new shares, and also to allocate all or part of the share capital increase to service the conversion of bonds issued by third parties, both in Italy and abroad, or warrants, provided that, in accordance with art. 2441, paragraph 4 of the Italian Civil Code, the issue price corresponds to the shares' market value and that such correspondence is confirmed in a specific report by the Standing Auditor or the independent auditing firm.
In consideration of the expiration of the previous shareholder authorisation granted on 24 April 2024 and to ensure that the Board of Directors would retain the power to take any opportunities for the investment and trading of treasury shares, the Shareholders' Meeting of 16 April 2025 resolved to renew the authorisation to buy back own shares, pursuant to art. 2357 Civ. Code, for a duration expiring on the approval of the financial statements as at and for the year ended 31 December 2025. Furthermore, pursuant to art. 2357-ter Civ. Code, the Shareholders' Meeting authorised the use of bought back shares, on the grounds detailed below.
The main elements of the share buy-back program authorised by the Shareholders' Meeting are set out below:
Reasons
The request to authorise the buy-back and disposal of Company shares is intended to enable the Company to buy back and dispose of own ordinary shares, as determined from time to time by the Board of Directors, in accordance with the shareholder authorisation. This in accordance with the previous shareholder authorisations and in compliance with current European and national law, and with the allowed market practices, including the New Market Practice no. 1 adopted by Consob with Resolution no. 21318 of 7 April 2020 subsequent to the favourable opinion expressed by the ESMA on 22 January 2020.
The specific reasons for the request to authorise the buy-back and disposal of own shares are as follows:
to use bought-back shares or existing treasury shares as consideration for the acquisition of equity
investments under the Company's investment policy;
to use bought-back shares or existing treasury shares in relation to the exercise of conversion rights or other rights on financial instruments issued by the Company, subsidiaries or third parties, and to use the treasury shares for loan, exchange or conferral transactions or to service extraordinary capital transactions or financing transactions or incentives that involve the allocation or disposal of treasury shares;
to carry out, directly or through brokers, investment transactions in order to contain sharp swings in listed share prices, normalise trading and share price trends and support the stock's liquidity on the market, so as to promote regular trading independently of the normal variations associated with market trends, all in compliance with current regulations;
to take investment or disinvestment opportunities, also in relation to available liquidity, when deemed by the Board of Directors to be of strategic interest;
to use the treasury shares to service share-based incentive plans set up pursuant to art. 114-bis of the TUF, as well as issues of bonus shares to the employees or to the members of the Company's governing bodies or to the Shareholders.
Maximum number of shares that may be bought back
The authorisation refers to the purchase, on one or more occasions and also in multiple tranches, of a maximum number of ordinary shares with a nominal per-share value of 0.26 Euro, which - taking account of the treasury shares already held by the Company and of the shares that might be acquired by subsidiaries - does not overall represent more than 10% of the share capital.
In accordance with art. 2357 paragraph 1 of the Italian Civil Code, the share buy-backs shall be within the limits of the distributable profits and available reserves reflected in the most recently approved financial statements at the time of the execution of each purchase transaction. The authorisation includes the power to dispose subsequently of the shares that have been bought back, in whole or in part, on one or more occasions and also before reaching the maximum number of shares that may be bought back.
Buyback procedures and information on the minimum and maximum consideration
Purchases shall be organised in compliance with arts. 132 of the TUF and 144-bis, paragraph 1, heads b) and d-ter)
of the Issuers' Regulation, and therefore:
on regulated markets or through multilateral trading systems, in accordance with the operating procedures established in the organisation and management regulations of the markets themselves that do not allow the direct pairing of purchase bids with predetermined offers to sell, and in accordance with any other national and community laws;
with the procedures established by the market practices allowed by Consob, as per the combined provisions of art. 180, paragraph 1, head C) of the TUF and art. 13 of Regulation (EU) no. 596/2014 ("Allowed Market Practices").
Furthermore, share buybacks may also be executed through the procedures envisaged by art. 3 of the Delegated Regulation (EU) no. 2016/1052 in order to benefit, where there are appropriate grounds, from the exemption as per art. 5, paragraph 1 of Regulation (EU) no. 596/2014 relating to market abuse with reference to insider dealing and market manipulation.
Disposals of treasury shares may be executed, on one or more occasions and also before eventually reaching the maximum number of own shares that may be bought back, both through the sale of the shares on regulated markets
and by means of other trading procedures compliant with applicable Italian and community law and Allowed Market Practices.
The proposed authorisation envisages that the purchases be made at a per-share price in accordance with national and community regulations and allowed market practices, provided that the minimum and maximum purchase consideration be set at a per-share price that is not more than 20% below the official Mondadori share price on the day preceding the day of the purchase, and not more than 10% above the official share price on the day preceding the purchase.
In any case - unless prices and volumes are otherwise determined through application of the conditions envisaged by Allowed Market Practices as defined in point 6 below - the price shall be set in compliance with the trading conditions established by Delegated Regulation (EU) no. 1052/2016. Specifically, shares shall not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent bid on the trading floor where the purchase is carried out. In terms of volumes, the daily purchased amounts shall not exceed 25% of the average daily trading volume for Mondadori shares in the 20 trading days preceding the purchase dates or in the month preceding the month of the notice required by art. 2, paragraph 1 of Regulation (EU) no. 1052/2016.
With regard to considerations, sale transactions or other disposals of treasury shares shall be executed:
if arranged in cash, at a price that is not more than 10% below the share price recorded on the Mercato Telematico Azionario - Euronext Milan market organised and managed by Borsa Italiana S.p.A. in the trading session that precedes each transaction;
if arranged as part of extraordinary transactions - as referred to in point 1 above - on financial terms to be determined by the Board of Directors based on the nature and characteristics of the transaction, also taking into account the Mondadori share price trend;
if arranged to service the Performance Share Plans, in accordance with the conditions and procedures set out in the Shareholder resolutions that established the Plans and in the respective regulations.
Term
The term of the purchase authorisation is requested beginning from the date of any resolution approving the proposal by the Shareholders' Meeting until the Shareholders' Meeting called to approve the financial statements as at and for the year ended 31 December 2025, and in any case for a period not exceeding 18 months from the date of approval.
Within the term of the authorisation that may be granted, the Board of Directors will be empowered to buy back own shares on one or more occasions and at any time, in freely determined volumes and times subject to applicable laws and allowed market practices, with the graduality deemed to be in the interest of the Company.
The term of the authorisation for the disposal of treasury shares is requested without time limits, in view of the absence of time limits under current law and of the advisability of enabling the Board of Directors to act with the greatest flexibility, also as regards timing, when disposing of shares.
Buy-backs executed during the financial year
During the financial year under review and up to the date of this report, the Company bought back a total of 1,172,934 own shares on the market, representing 0.448% of the share capital. The purchases were carried out in execution of the buy-back programmes as at art. 5 of Regulation (EU) 596/2014, disclosed to the market and intended exclusively to service the three-year Performance Share Plans established by the ordinary Shareholders' Meeting pursuant to art.114-bis of the TUF.
Over the same period, 507,774 shares already held in portfolio as treasury shares were allocated to the Beneficiaries of the 2022-2024 Performance Share Plan.
Including the 1,268,471 shares in portfolio at the date of the shareholders' meeting of 16 April 2025, at the date of
this report the Company holds a total of 1,460,697 treasury shares, representing 0.558% of the share capital.
Management and coordination activities (pursuant to Art. 2497, et seq., of the Italian Civil Code)
While Fininvest S.p.A. holds a controlling share pursuant to art. 2359 Civ. Code, it does not exercise management and coordination activities as per arts. 2497 et seq. Civ. Code over Arnoldo Mondadori Editore S.p.A., and confines itself to financial management of its equity investment in the Company. It is specified that:
the disclosures required by art. 123-bis.1.i) TUF (agreements in place between the Company and its directors which call for severance pay in the event of resignation or dismissal without just cause, or in the event of termination of employment as a result of a public takeover bid) are provided in the section of the Report on remuneration;
the disclosures required by art. 123-bis.1.l), part one TUF (provisions applicable to the appointment and replacement of directors) are provided in the section of the Report on the Board of Directors.
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COMPLIANCE (UNDER ART. 123-bis.2.A), PART ONE, TUF)
Arnoldo Mondadori Editore S.p.A. adheres to the Corporate Governance Code as approved by the Corporate Governance Committee in January 2020 and published on the website https://www.borsaitaliana.it, recognising the Code as a reference model for its own organisational structure and corporate governance practices.
The corporate governance system applied by the Company is described below, indicating the procedures and measures adopted or planned for compliance with each principle or recommendation.
Arnoldo Mondadori Editore S.p.A. and its subsidiaries are not subject to non-Italian laws that influence its corporate governance structure.
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BOARD OF DIRECTORS
Role of the Board of Directors
The Board of Directors plays a central role in the Issuer's corporate governance system by determining the strategy and organisation of the Company and the Group and, pursuant to the Articles of Association, has full powers of ordinary and extraordinary management of the Company, without prejudice to the powers and functions reserved by law to the shareholders' meeting.
As recalled and explained in the "Sustainability Profiles" section, within the framework of the strategic policy activities exercised by the Board of Directors, the pursuit - through a process of gradual formation with a view to integration with the Strategic Plans - of sustainable success, configured by the creation of long-term value for the benefit of shareholders, taking into account the interests of all stakeholders relevant to the Issuer, is of specific importance.
Specifically, in exercising this role, the Board of Directors :
examines and approves the projected results set out in the budget and the industrial and financial strategic plans of the Company and the Group, based on its analysis of key issues for the long-term creation of value, and monitors their implementation;
using the information it receives from the Chief Executive Officer on at least a quarterly basis, assesses general operating performance and at least annually compares actual results with the projected results in the budget;
with the advisory and recommendatory support of the specific Committee, defines guidelines for the internal control and risk management system, determining the level of compatibility of said risks with management consistent with the strategic objectives, including in its assessments the risks that could become significant over the medium/long-term with regard to sustainability;
examines and approves the corporate governance system of the Company and the structure of the Group;
with the support of the Control, Risks & Sustainability Committee, evaluates the fitness for purpose of the administrative and accounting organisational structure of the Company and strategically significant subsidiaries, with particular reference to the internal control and risk management system as detailed in point
below;
at least once a year, ascertains that the internal control and risk management system is fit for purpose in consideration of the characteristics of the Company and its risk profile, and assesses its effectiveness;
at least once a year, and after consulting with the Board of Statutory Auditors and the Director in charge of the internal control and risk management system, approves the action plan prepared by the Head of the Internal Audit Function;
appoints and revokes the Head of the Internal Audit Function as proposed by the director in charge of the internal control and risk management system, after obtaining the favourable opinion of the Control, Risks & Sustainability Committee and consulting with the Board of Statutory Auditors. With the support of the Control, Risks & Sustainability Committee, it also verifies that the Internal Audit function is provided with adequate resources to carry out its responsibilities;
after consulting with the Board of Statutory Auditors, evaluates the findings set out by the independent auditor in any qualified opinion letter and in its report on the fundamental questions that emerged during the statutory audit;
attributes and revokes the powers of the Chief Executive Officer, determining their limits and exercise, and, on a proposal of the Remuneration & Appointments Committee and after consultation with the Board of Statutory Auditors pursuant to art. 2389 C.C., determines the remuneration of the Chief Executive Officer and the other directors with special responsibilities;
on the proposal of the Chair in agreement with the Chief Executive Officer, adopts a procedure for the internal management and public disclosure of documents and information concerning the Company, with particular reference to insider information;
approves in advance all Company transactions with a material impact on business performance, financial position or cash flow. In particular, the following matters are deemed to be of significant importance and fall within the exclusive remit of the Board of Directors, namely, the review and approval of transactions relating to:
acquisitions, conferrals and sales of equity investments, company divisions and real estate assets;
joint venture agreements;
the issue of personal guarantees and collateral to third parties in the interest of the Company or of its subsidiaries, for amounts over 20 million Euro;
investments in property, plant and equipment for amounts over 5 million Euro per investment.
The Board of Directors of AME also decides on transactions carried out by subsidiaries that are of significant strategic, economic, equity or financial importance to the Group.
In particular, the transactions identified as significant to be submitted to the approval of the Board of Directors of Arnoldo Mondadori Editore S.p.A. are:
transactions that are liable to significantly influence the share price pursuant to the TUF, and as such are subject to mandatory disclosure to the market; and
transactions with a value exceeding, in terms of amount or consideration, EUR 15 million.
Appointment and replacement (under art. 123-bis.1.l), part one, TUF)
The appointment and replacement of Directors are regulated by current law, as enacted and, to the extent allowed, by the Articles of Association.
The provisions of art. 17 of the current Articles of Association with regard to the procedures of the list voting system used to appoint Directors are set out below. Please note that the Articles of Association do not provide for the possibility of the outgoing Board of Directors to submit a list.
Pursuant to art. 17.1 of the Articles of Association, Arnoldo Mondadori Editore S.p.A. is governed by a Board of Directors consisting of not fewer than 7 and not more than 15 members, and the number of directors within these limits is established by the Shareholders' Meeting.
Pursuant to art. 17 of the Articles of Association, the Directors are elected by list voting and must be in possession of the requirements indicated by the applicable primary and secondary legislation and may be re-elected.
Under Consob Determination no. 155 of 27 January 2026, the current minimum ownership stake required for the submission of lists at Arnoldo Mondadori Editore is set at 2.5% of its share capital. The same minimum ownership stake of 2.5% was applicable at the time of the appointment of the Board of Directors by the Shareholders' Meeting of 24 April 2024.
As a company listed on the Euronext STAR Milan segment of Borsa Italiana, under art. 2.2.3.3 of the Borsa Italiana Regulation, in order to maintain its STAR status Arnoldo Mondadori Editore S.p.A. is required, among other things, to guarantee an adequate number of non-executive and independent directors, all with appropriate professionalism and competences for the tasks assigned to them, in compliance with current law.
During 2021, the Board of Directors approved amendments to align the Articles of Association with the new provisions of law concerning gender balance in the governing and control bodies of listed companies, pursuant to arts. 147-ter.1-ter and 148.1-bis TUF (as most recently amended by Law no. 160/2019).
Specifically, Law no. 160/2019 increased the share of the less represented gender in the governing and control bodies of listed companies from one third to two fifths.
Two fifths of the members of the Board of Directors in office in the financial year - elected by the Shareholders' Meeting of 24 April 2024 - are made up of the "less represented gender" in compliance with the laws on gender balance.
Pursuant to art. 17.3 of the Articles of Association, in relation to the subdivision of the directors to appoint, lists that have not obtained a percentage of votes equal to at least half that required for their presentation are not taken into account, as allowed by art. 147-ter of the TUF.
The provisions of the Articles of Association regulating the composition and appointment of the Board of Directors guarantee compliance with legal requirements as per art. 147-ter of the TUF and its implementing rules, as indicated in art. 17 of the Articles of Association set out below.
The Company is not subject to additional laws concerning the composition of the Board of Directors other than the provisions of the Civil Code and the TUF, referenced by art. 17 of the Articles of Association set out below.
Article 17 of the Articles of Association:
The Company is managed by a Board of Directors composed of seven to fifteen directors, who must meet the requirements envisaged by the applicable primary and secondary regulations and whose terms of office may also be renewed.
Before proceeding with the appointment of the members of the Board of Directors, the Shareholders' Meeting shall determine the relevant number and the term of office in compliance with the time requirements established by law.
The Board of Directors is appointed by the Shareholders' Meeting on the basis of lists containing not more than fifteen candidates, with each one being attributed a progressive number. A candidate may only be present in one list, otherwise s/he is ineligible for election. Shareholders with voting rights have the right to submit lists, alone or together with other shareholders, when they represent at least the percentage of share capital, subscribed as of the date of submission of the list, determined and published by Consob pursuant to the regulation adopted by means of resolution no. 11971 of 14 May 1999 and subsequent changes and additions (hereinafter also "Issuers Regulation"). The ownership of the share capital is determined by taking into account the shares that have been registered in favour of the shareholders on the day on which the list is filed with the Company, with reference to the subscribed capital as of the same date. The relevant confirmation or certification may be notified or produced also subsequent to the filing of the list, provided that it is served to the Company within the term established for the publication of the lists by the Company. The Company allows the shareholders who wish to submit lists to submit them by at least one means of remote communication, in accordance with the procedures indicated in the relevant call for the Shareholders' Meeting which allow for the identification of the shareholders upon submission. The interest percentage required for the submission of the lists of candidates for election to the Board of Directors is specified in the notice of call for the Shareholders' Meeting convened to deliberate the appointment of the Board. No shareholder may submit or vote more than one list, either directly or through nominees or trust companies. Shareholders belonging to the same group - being herein intended as the parent company, subsidiaries and companies under joint control - and shareholders who have adhered to a shareholders' agreement pursuant to article 122 Lgs.Decree no. 58/1998 referring to the Issuer's shares, may not submit nor vote more than one list, directly or through third parties or trust companies. Any list that contains no more than seven candidates shall include and identify at least one candidate who meets the criteria set out in Lgs.Decree no. 58/1998 for the independent directors of listed companies (hereinafter also "Independent Directors pursuant to Lgs. Decree no. 58/1998" or "Independent Director pursuant to Lgs.Decree no. 58/1998"). Any list that contains a number of candidates exceeding seven shall include and identify at least two candidates who meet the criteria for directors set out in Lgs.Decree no. 58/1998. In order to ensure a gender balance in compliance with the applicable laws and regulations, lists containing three or more candidates must have candidates of both genders, in the proportions indicated by the applicable laws and regulations governing gender balance. The lists are filed with the Company by the twenty-fifth day preceding the date scheduled for the Shareholders' Meeting on first or single call convened to deliberate the appointment of the members of the Board of Directors, and made available to the public at the Company's registered office, on the website and by other means envisaged by the applicable regulatory provisions, at least twenty-one days before the date of the Shareholders' Meeting. The lists shall include: a) information relative to the identity of the shareholders who have submitted the lists with indication of the overall percentage interest; b) a declaration from the shareholders who have submitted the lists and other than those who hold, individual or collectively, a controlling interest or a relative majority, certifying the non-existence or the existence of relations with the latter, as per article 144-quinquies, first paragraph, of the "Issuers Regulation"; c) exhaustive information on the personal and professional characteristics of the candidates as well as a declaration by the candidates certifying that they meet the requirements envisaged by law and that they accept the candidacy, as well as their eventual compliance with the independence requirements specified in article 148, paragraph 3 of Lgs.Decree no. 58/1998. The lists submitted without compliance with the afore specified provisions shall not be presented for voting. Before the vote, the Chair of the meeting shall make reference to any declarations under letter b) above, inviting participants, who have not filed or contributed to the filing of any lists, to declare any possible relations as specified above. Should a party that has relations with one or more reference shareholders vote for a minority list, the existence of such relationship becomes relevant only if the vote is decisive for the appointment of the director. In relation to the breakdown of the directors to be appointed, the lists that have not obtained a percentage of votes at least equal to half that required for the relevant submission are not taken into account.
17.3-bis If several lists have obtained the percentage of votes required pursuant to the paragraph above, the directors shall be elected as follows: a) the number of candidates elected to the office of director in the list that has obtained the highest number of votes shall be: (i) directors to be elected except for the last, according to the progressive order of the list or (ii) those indicated in the same list in which their number is lower than the number of directors to be elected; b) also elected will be the remaining director, or the higher number of directors in the cases indicated under
(ii) above, from the list that is second in terms of the number of votes obtained and is not connected, directly or indirectly, with the shareholders that submitted or voted for the list that obtained the highest number of votes. If more than one director is selected from the second list, the candidates indicated therein shall be elected in the progressive order in which they are listed. If two or more lists have obtained an equal number of votes, the one presented with the highest share of capital will prevail, or, in the event of a tie, the one with the largest number of shareholders. The first ranking candidate in the list that has obtained the highest number of votes shall be appointed Chair of the Board of Directors. If independent directors are not elected from the majority list pursuant to Lgs.Decree 58/1998, in the
minimum number provided by the provisions of the law and the regulations, instead of the candidate in the first place of the second list in terms of the number of votes obtained, the first candidate, in progressive order, of that list with the aforementioned independence requirement will be elected. If following the completion of the voting and the procedures above the composition of the Board of Directors is not in line with the laws applicable from time to time regarding gender balance, as many elected candidates as necessary will be excluded, from among those that are last in order of preference on the majority list, and replaced with candidates that have the necessary gender characteristics taken from the list based on the progressive order in which they are listed, provided the minimum number of independent directors pursuant to Lgs.Decree 58/1998 as required by the applicable provisions is reached. If the procedures set forth in the previous paragraphs of this section 3-bis do not provide the result required with regard to Independent Directors pursuant to Lgs. Decree 58/1998 and/or gender balance, the replacement will be made with a resolution of the Shareholders' Meeting carried by relative majority, following presentation of candidacies of individuals who possess the necessary independence requirements or who belong to the less represented gender.
Should one single list be presented, the Shareholders' Meeting shall express its vote on it and, if that list obtains the majority requested by articles 2368 et seq. of the Italian Civil Code, the candidates, in progressive order, shall be elected directors up to the number of directors established by the Shareholders' Meeting. The candidate indicated as first in the list is appointed Chair of the Board of Directors. If by this process for the appointment of a Board of Directors the regulatory provisions concerning independent directors and/or the balance between genders are not satisfied, the procedure outlined in paragraph 3-bis above of this article will be adopted.
In the absence of lists or if no person obtains the percentage of votes indicated under par. 3 above of this article or in the case in which through the voting procedure by list the number of candidates elected is lower than the number established by the Shareholders' Meeting, the Board of Directors shall be respectively appointed or supplemented by the Shareholders' Meeting according to the majorities established by law.
In the event that one or more directors cease to hold office for whatever reason, the remaining directors shall replace them by co-opting new directors pursuant to art. 2386 Civ. Code, subject to the obligation to ensure the minimum number of Independent Directors pursuant to Lgs.Decree 58/1998 and the applicable provisions with regard to gender balance. In particular: a) if the departing director was selected from a list containing names of candidates that were not elected, the Board of Directors will make the replacement by appointing, in progressive order, the first candidate who was not elected from the list from which the departing director was elected, provided
(i) the candidate can be elected at the given time and is willing to take on the office and (ii) the provisions applicable from time to time regarding gender balance are complied with; b) if an Independent Director pursuant to Lgs.Decree 58/1998, departs, the Board of Directors will make the replacement by appointing, to the extent that this is possible, the first of independent directors who were not elected from the list from which the departing independent director was elected, provided that the provisions applicable from time to time regarding gender balance are complied with;
if there remain no candidates from the aforementioned list who were not elected previously, or the procedures for replacement do not allow for compliance with the presence on the Board of the minimum number of Independent Directors established pursuant to Lgs.Decree 58/1998 and to the laws applicable from time to time regarding the less represented gender, or if, at the time of election, lists are not submitted, the Board of Directors will replace the departing directors without observing the provisions set forth under points a) and b) above, in compliance with the regulations applicable from time to time regarding independent directors and gender balance. The appointment, by the shareholders, of directors to replace outgoing directors, including co-opted directors, is made freely with the majorities established by law, without prejudice to the obligation to comply with the minimum number of Independent Directors pursuant to Lgs.Decree 58/1998 and the applicable provisions with regard to gender balance.
The appointment of the members of the Board of Directors by the Shareholders' Meeting of 24 April 2024 was on the basis of the lists presented, pursuant to art. 17 of the Articles of Association and in compliance with current laws and regulations, as follows: one by the majority shareholder Fininvest S.p.A., owner of an interest of 53.299% of the share capital for a total of 139,355,950 shares, and the other by a shareholder grouping of asset managers and institutional investors, holding a total of 15,660,100 shares representing 5.989% of the share capital.
The lists in question were accompanied by the declarations of the individual candidates attesting the non-existence of causes of ineligibility and incompatibility and the existence of the requirements for the assumption of office, and by a curriculum vitae setting out personal and professional characteristics and, where relevant, indicating their qualification as independent pursuant to the Corporate Governance Code and art. 147-ter of the TUF and current regulations.
The shareholders forming the grouping of asset managers and institutional investors filed together with the lists, also pursuant to Consob Communication no. DEM/9017893 of 26 February 2009, declarations attesting to the absence of connections and or significant relationships with the shareholders who alone or together hold a controlling or relative majority interest, as envisaged by articles 147-ter.3, 148.2 of the TUF and 144-quinquies of the Issuers Regulation.
The list presented by the shareholder Fininvest S.p.A. obtained a percentage of votes in relation to the voting capital equal to 79.39%, while the list presented by the grouping of shareholders formed by asset management companies and institutional investors obtained a percentage of votes in relation to the voting capital equal to 20.60%.
During 2021, the Board of Directors, on the proposal of the Remuneration & Appointments Committee, approved the "Policy on criteria for assessment of the independence requirements for directors" ("Policy"), available on the website in the Governance section.
With a view to the possible exclusion of the independence requirement for directors as per recommendation 7 of the Code, the Policy defines the quantitative and qualitative criteria for assessing the significance:
of any business, financial or professional relations of the independent directors with:
Arnoldo Mondadori Editore S.p.A.;
the subsidiaries of Arnoldo Mondadori Editore S.p.A.;
the executive directors and top management of Arnoldo Mondadori Editore S.p.A. and the companies controlled by Arnoldo Mondadori Editore S.p.A.;
the party that controls Arnoldo Mondadori Editore S.p.A. or, if the controlling party is a company, with that company's executive directors or top management;
of any additional remuneration - with respect to the fixed fee for the post and that envisaged for participation in the committees recommended by the Code or envisaged by current laws - that the independent directors might receive for other posts in:
Arnoldo Mondadori Editore S.p.A.;
companies controlled by Arnoldo Mondadori Editore S.p.A.;
the company that controls Arnoldo Mondadori Editore S.p.A.
Identification of the Significance Criteria
Business or financial relations or professional services
Quantitative Significance Criteria
Relations of a business or financial nature or professional services with the parties indicated above at subheads 1) a), b), c), d) are deemed significant when, in the Reference Period (meaning the period including the current financial year and the three previous financial years with respect to the assessments of the independence requirements of the directors to be performed at least on an annual basis by the Board of Directors), they are, individually or cumulatively, equal to or greater than the values indicated below, subject to application of the cap indicated in paragraph "Maximum amounts ('Caps')" below.
relations of a business or financial nature:
(5)% of the most recent annual revenues of the enterprise or entity of which the Director holds control or is an executive Director, or of the professional firm or consultancy of which s/he is a partner; and/or
(5)% of the costs sustained by the Mondadori Group in the most recently closed financial year that can be related to the same type of contractual relationship.
Professional services:
(5)% of the most recent annual revenues of the enterprise or entity of which the Director holds control or is an executive Director, or of the professional firm or consultancy of which s/he is a partner; and/or
(2.5)% of the costs sustained by the Mondadori Group in the most recently closed financial year that can be related to engagements of a similar kind.
Qualitative Significance Criteria
When a director is also a partner of a professional firm or of a consultancy company, the professional relations of the firm and/or the consultancy company with the parties indicated above at subheads 1) a), b), c), d) may also qualify as significant - irrespective of the quantitative criteria indicated above - when:
they may have a material effect on the director's position and role in the firm or consultancy company, or
they relate to important transactions of the Company and the group to which it belongs.
Maximum amounts ("Caps")
The following commercial or financial relationships or professional services with the parties listed in point 1(a), (b),
(c) and (d) above shall be deemed significant in any event - irrespective of the values referred to in the preceding point "Business or financial relationships or professional services" - if, during the Reference Period, they amount, individually or in aggregate, to a value equal to or greater than the amounts set out below:
50,000.00 Euro if the payment is made directly to the director as a natural person;
€ 100,000.00 if the payment is made not directly but to professional firms / consultancy companies of which the director is a partner or to companies controlled by the director or of which they are an executive director.
Additional remuneration
Additional Remuneration received by the director for other posts in the parties indicated above at subheads 2) (a)(b)(c) are qualified as significant when, individually or cumulatively, they exceed 50% of the fixed fee for the post of director and that established for participation in the committees recommended by the Code or envisaged under current laws, received on an annual basis from Arnoldo Mondadori Editore S.p.A. by the director in question.
Composition (under art. 123-bis.2.d) and d-bis, TUF)
The Board of Directors was appointed by the Shareholders' Meeting on 24 April 2024, with a three-year term of office, that is, until the Shareholders' Meeting to approve the financial statements as at and for the year ending 31 December 2026 is composed as follows:
3 Executive Directors:
Marina Berlusconi, Chair
Although the Chair does not hold individual management authority in the Company, she qualifies as an Executive Director since she works alongside the Chief Executive Officer on the development of strategies to be submitted to the Board of Directors for approval
Antonio Porro, Chief Executive Officer and General Manager
Alessandro Franzosi, who qualifies as an Executive Director based on his executive positions in the Company as Central Director for Administration, Finance & Control
9 Non-Executive Directors, defined as such because they do not hold individual management authority or executive positions in the Company (or in strategic Group companies), or positions in the controlling company of relevance to the Company:
Pier Silvio Berlusconi
Elena Biffi, Independent Director
Pietro Bracco, Independent Director
Francesco Currò
Paola Elisabetta Galbiati, Independent Director
Danilo Pellegrino
Riccardo Perotta, Independent Director
Marina Rubini, Independent Director
Cristina Rossello
The personal and professional biographies of each member of the Board of Directors can be found on the corporate website - Governance section.
Please refer to Table 2 attached to this Report for specific details on the composition of the Board of Directors, including the lists from which the Directors appointed by the Shareholders' Meeting were drawn.
Diversity criteria and policies in the composition of the Board and the corporate organisation
During the year 2024, the Board of Directors, upon the proposal of the Remuneration and Appointments Committee, approved, also in relation to the results of the self-assessment process carried out during the year and in view of its renewal, the Guidelines on the qualitative and quantitative composition deemed optimal of the Board of Directors (the "Board of Directors Guidelines"), also with reference to the identification of diversity criteria for the composition of the Board.
Taking into account what is indicated by the Code on the subject of professional characteristics, experience, including managerial experience, and diversity, and considering the skills deemed necessary also in light of the characteristics of the sector in which the Company operates, in formulating the Board of Directors Guidelines, the Board of Directors has noted the opportunity of:
ensuring and enhancing gender diversity, in compliance with the Code and the applicable laws and regulations;
enhancing the various professional skills on the Board of Directors, given the advisability of the presence of persons with competences in the sector in which the Company operates, in finance, law and corporate governance, digital technology, internal control system, sustainability, communication, in order to ensure the appropriate skills and professionalism of the members of the administrative body.
The Company has identified the aforementioned Board of Directors Guidelines to Shareholders as a suitable tool for implementing diversity criteria in the composition of the Board.
The current composition of the Board of Directors as regards age, gender and educational/professional background provides a mix of the main complementary professional skills necessary for the strategic and substantial contribution required by the management of the Company and its specific line of business.
The Company has also requested the presenters of the lists for the appointment of the Board of Directors to provide adequate information, in the documentation submitted for the filing of the list, on the compliance of the list with the aforementioned Guidelines adopted by the Board of Directors.
With reference to the corporate organisation, during 2021 a new Diversity & Inclusion function reporting directly to the Chief Executive Officer was set up, to valorise diversity in terms of gender, age and competences and foster inclusivity in the Company.
Limit on accumulation of positions held in other companies
Within the framework of the aforementioned Guidelines, the Board of Directors has recommended that due consideration be given to the number of positions held and the availability of time that candidates for the office of Director could guarantee in the performance of their duties, considering them key components for the effective performance of the role. Regarding this, the Board has recommended, among other thinks, to perform an accurate assessment of the time availability of candidates for the position of Director be carefully considered, also taking into account any other positions held in other listed or large companies.
This position also applies with reference to the Regulation of the Board of Directors mentioned in section 4.4 below, which provides that acceptance of the position requires all the Company Directors to make a prior assessment of their ability to devote the necessary time to diligent performance of the tasks and responsibilities assigned to them. The following table lists the positions held by the current members of the Board of Directors of Arnoldo Mondadori Editore S.p.A. as director in other listed and non-listed companies, and, for the purposes of completeness, offices held within the Mondadori Group, even for a period of less than a year.
Board of Directors
Positions held
Marina Berlusconi
Chair of the Board of Directors of Fininvest S.p.A.
Director of MFE-MEDIAFOREUROPE N.V.
Director of the Mediolanum Foundation
Antonio Porro
Chair of the Board of Directors of Mondadori Libri S.p.A.
Chair of the Board of Directors of Mondadori Media S.p.A. Chair of the Board of Directors of Mondadori Plai S.p.A. Director of De Agostini Libri S.r.l.
Director of Giulio Einaudi Editore S.p.A.
Director of Mondadori Digital S.p.A.
Pier Silvio Berlusconi
Chair of the Board of Directors of Medusa Film S.p.A.
Chair and Chief Executive Officer of R.T.I. S.p.A.
Deputy Chair and Chief Executive Officer of Mediaset S.p.A. Chief Executive Officer di MFE-MEDIAFOREUROPE N.V. Director of Publitalia '80 S.p.A.
Director of Fininvest S.p.A.
Chair of the Board of Directors of MFE Advertising S.p.A.
Pietro Bracco
Director of Ferrovie dello Stato Italiane S.p.A.
Francesco Currò
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Elena Biffi
Director of FinecoBank S.p.A.
Director of Revo Insurance S.p.A.
Alessandro Franzosi
Director of Attica Publications S.A.
Director of D Scuola S.p.A.
Director of Giulio Einaudi editore S.p.A. Director of Mondadori Digital S.p.A. Director of Mondadori Libri S.p.A. Director of Mondadori Retail S.p.A. Director of Mondadori Media S.p.A.
Director of Mondadori Plai S.r.l.
Danilo Pellegrino
Chair of the Board of Directors of Alba Servizi Aerotrasporti S.p.A.
Chair of the Board of Directors of ISIM S.p.A. Deputy Chair of Il Teatro Manzoni S.p.A. Chief Executive Officer of Fininvest S.p.A.
Director of MFE-MEDIAFOREUROPE N.V.
Paola Galbiati
Director of Fondazione Dr. Ambrosoli Memorial Hospital
Riccardo Perotta
Director of Mittel S.p.A.
Chair of the Board of Statutory Auditors Cassa Lombarda S.p.A. Chair of the Board of Statutory Auditors Creset S.p.A.
Chair of the Board of Statutory Auditors FSI SGR S.p.A.
Chair of the Board of Statutory Auditors Saipem Offshore Construction S.p.A. Auditor of Boing S.p.A.
Auditor of Pirelli C. S.p.A.
Auditor of Servizi Energia Italia S.p.A.
Marina Rubini
Director of Banca Nazionale del Lavoro S.p.A.
Cristina Rossello
Chair of the Board of Directors of Immobiliare Leonardo S.r.l.
Chairman of the Board of Directors of Terni de Gregory Foundation
Director of Spafid S.p.A.
Director of Il Teatro Manzoni S.p.A.
Director of C&C WEALTH MANAGEMENT S.r.l.
Operation of the Board of Directors (under Art. 123-bis.2.d), TUF)
The Board of Directors has adopted a regulation that sets out the principles and procedures by which the Board itself and the Board Committees operate, to ensure effective management of meetings and information provided at and before meetings.
Specifically, with regard to content, the regulation governs:
methods and timing for the drafting and approval of minutes of meetings, subject to approval by the Board at the opening of the first meeting following the meeting to which the minutes refer;
procedures for the management of pre-meeting information for the Directors. Through the Secretary to the Board, the Chair ensures that the Directors receive adequate information about the items on the agenda of each meeting. In this regard, the data and information subject to the information flows to the Board of Directors are managed through an electronic platform suitable to ensure the confidentiality of such information flows.
Ancillary documents on the items on the agenda of the meetings are made available to each Director and Statutory Auditor no later than the third day before the day of the meeting. This term was met in the financial year under review. With regard to urgent matters, prior transmission of information is supplemented and/or replaced by special pre-Meeting sessions or analytical illustration of the documentation at the Meeting.
When the information made available is voluminous or complex, and if deemed appropriate by the Chair, it may be accompanied by a summary of key points for the discussion.
The Directors and Statutory Auditors are required to keep the documents and information acquired in the performance of their duties confidential and to comply with the procedures adopted by the Company for the internal management and public disclosure of such documents and information.
With reference to management of insider information as per Regulation (EU) no. 596/2014, the specific "Insider Information Procedure" approved by the Board of Directors is applied.
In 2025, the Board of Directors held 6 meetings, which were regularly attended by the Board of Statutory Auditors. Each meeting lasted, on average, 2.30 hours.
When the Board of Directors meets to discuss agendas with a large number of items or questions of particular importance of complexity, it is customary to for the company to hold specific "pre-Board" sessions for a prior collective examination of the items on the agenda and related documents made available to the directors.
Table 2 attached to this Report shows the attendance rate at the meetings of each director.
With regard to the meetings of the Board of Directors planned for 2026, as of the time of writing, 2 meetings had been held and the following additional meetings are planned, as per the published corporate calendar1:
13 May 2026: approval of additional periodical financial information at 31 March 2026;
30 July 2026: approval of the half-year financial report at 30 June 2026;
12 November 2026: approval of additional periodical financial information at 30 September 2026.
Participation of managers at meetings of the Board of Directors and the Committees
The rules that govern the operation of the Board of Directors and the Board Committees regulate the access of the Board and the committees to the relevant company functions in relation to the issue under discussion, as well as the participation at meetings of company managers or other parties or external consultants whose presence is deemed useful.
These persons attend board meetings only for the discussion of the items of relevance to them and are required to comply with the confidentiality obligations established for board meetings.
Specifically, in agreement with the Chief Executive Officer or at the request of the Directors, the Chair may ask that the meetings of the Board of Directors be attended by Company executives or subsidiary heads of division and, as applicable, consultants, to attend Board meetings in order to illustrate specific issues relating to items on the agenda or concerning their business divisions.
The meetings of the Board Committees are usually attended by the managers most directly concerned with the functions covered by the Committees. Specifically, the CFO, the Head of Internal Audit and the Head of Compliance for the Risks & Sustainability Committee and the Head of Human Resources & Group Organisation for the Remuneration & Appointments Committee.
Induction program
With regard to the entire three-year term of office of the Board of Directors and in relation to the need to achieve adequate information flows among internal managers and the Board of Directors, specific induction sessions
1The Company is required to draw up and publish quarterly results by virtue of its inclusion, since 29 November 2016, in the Euro Next STAR Milan Segment.
reserved for Directors and Statutory Auditors are planned and implemented to provide participants with an adequate knowledge of the business sector in which the Company operates, of company dynamics, and of the evolution of the relevant regulatory framework.
In particular, during the current term of office of the Board of Directors, induction sessions have been held, coordinated by the Chief Executive Officer and delivered by Group managers and external consultants, covering the following topics:
session dedicated to illustrating the management and organisational impacts of the implementation of the CSRD (Corporate Sustainability Reporting Directive);
a session dedicated to the illustration of the Group's organisational structure based, in particular, on the presentation of the roles and organisational charts referring to the various Group Head Offices and Business Directorates;
session dedicated to illustrating the Group's different business areas, with a special focus on the Books area. Further sessions are also planned to be held before the end of the Board's term of office dedicated to other already identified specific topics, such as: (i) the impacts of artificial intelligence on the business, and (ii) the way digital activities are managed and developed.
Role of the Chairman of the Board
In accordance with the Articles of Association, the Chair of the Board of Directors, who does not hold individual management powers, legally represents the Company before third parties and in court. The Chair works alongside the Chief Executive Officer on the development of corporate business strategies to be submitted to the Board of Directors for approval.
Through the procedures indicated below, the Chair provides a link between the executive and the non-executive directors and ensures the effective operation of the Board.
Specifically, with the assistance of the Secretary to the Board, the Chair ensures:
that pre-meeting information and supplementary information provided during meetings is adequate to allow the directors to perform their role in an informed manner;
that the activities of the board committees with preparatory, recommendatory and advisory functions are coordinated with the activities of the board of directors;
in agreement with the Chief Executive Officer, depending on the subject under discussion, that the heads of functions of the Company and the Group companies attend the board meetings, also at the request of individual directors, to provide details about the items on the agenda;
that all the members of the governance and control bodies are able to take part, after their appointment and during their term of office, in initiatives set up to provide them with an adequate understanding of the company's line of business and company dynamics and their evolution with regard to the company's sustainable success, and of the principles of correct risk management and of relevant laws and regulations;
the fitness for purpose and transparency of any board self-assessment process, with the support of the Remuneration & Appointments committee;
the appointment and termination of the secretary to the Board of Directors and the definition of the secretary's powers and professionalism requirements.
Secretary to the Board of Directors
The Board of Directors is responsible for the appointment and termination of the Secretary, on the proposal of the Chair, and for establishing the professionalism requirements and powers of the Secretary, specifying that such requirements and powers are set out in the Board Regulation.
Specifically, the Secretary to the Board is a Company employee or an external party with at least three years professional experience with the Corporate Affairs function of listed Issuers or who has acquired, in a different capacity, an appropriate professional experience with regard to the laws governing listed companies and regulated markets.
On 24 April 2024, on the proposal of the Chair and after ascertainment of professionalism requirements, the Board of Directors appointed a Secretary to the Board, to hold office until the mandate of the current Board expires, unless otherwise decided. The Secretary assists the Chair with activities relating to the calling and proceedings of meetings of the Board of Directors, as well as with the activities indicated above.
The Secretary, with impartiality of judgement, provides the Directors with assistance and juridical advice to ensure the regular exercise of their functions. In the event of the absence of the Secretary, on the proposal of the Chair the Board of Directors names a replacement for the specific meeting.
Executive directors
Chief Executive Officer and General Manager
During the year 2024, following the renewal of the Board of Directors, which expired with the approval of the financial statements as of 31 December 2023, the Board of Directors confirmed Mr Porro as Chief Executive Officer and, also for the purpose of greater distinction of the strategic versus managerial and operational areas of responsibility, also assigned Mr Porro the position of General Manager, to be exercised reporting directly to the Board of Directors from a managerial, organisational and hierarchical standpoint, and through the coordination of the Group Central and General Business Directorates. Specifically:
The Chief Executive Officer is granted organisational and strategic powers to be exercised in accordance with the guidelines defined by the Board of Directors and through the coordination of strategic corporate departments. In particular, the powers granted pertain to:
the definition and implementation of organisational, administrative and accounting structures appropriate to the nature and size of the Company and the Group, to be submitted to the Board of Directors for evaluation;
the coordination of strategic policy-making activities, through, in particular, the formulation and drafting of the medium- and long-term industrial and financial plans of the Company and the Group, with related strategic assumptions and objectives, to be submitted to the Board of Directors for approval;
activities relating to the establishment and maintenance of the internal control and risk management system, also in accordance with the relevant recommendations of the Corporate Governance Code. In this regard, the Chief Executive Officer is identified as the person responsible for establishing and maintaining the internal control and risk management system.
The Chief Executive Officer reports periodically to the Board of Directors and the Board of Statutory Auditors at their meetings, and in any case at least on a quarterly basis, as required under art. 2381 Italian Civil Code and with regard to the main activities performed in the exercise of his/her powers and, in particular, on any atypical or unusual transactions or transactions with related parties, approval of which is not reserved to the Board of Directors.
The General Manager is responsible for overseeing the Company's operational management in line with the strategic objectives defined by the Board of Directors, through the conferral of management powers, with the exclusion of the acts and operations reserved to the exclusive and non-delegable competence of the Board of Directors as indicated and listed in paragraph 4.1 "Board of Directors Role" above.
No interlocking directorate situation exists.
Executive Committee (ex art. 123-bis.2.d), TUF)
No "Executive Committee" has been formed.
Other executive directors
There are no executive directors other than those indicated in section 4.3 above.
Independent Directors and Lead Independent Director
Independent directors
With reference to the current Board, the assessments of compliance with the independence requirements have also referred to the information provided by each director at the first Board meeting following their appointment, and during the year under review. The outcome of the evaluations carried out in connection with the appointment of the Board of Directors was announced in a press release to the market.
As a result of the checks, the Board of Directors ascertained that the independence requirements were met and maintained by the following Directors: Elena Biffi, Marina Rubini, Paola Galbiati, Pietro Bracco, Riccardo Perotta.
In conducting its checks, the Board referred to all the independence requirements indicated by the Code and to the "Policy on criteria for assessment of the independence requirements for directors" adopted by the Board, which governs the significance criteria on commercial, financial or professional relations or additional remuneration, which might compromise the independence requirement. A detailed description of this policy can be found in section 4.2 above.
The independence of the directors is assessed at least once a year by the Board of Directors, and the Board of Statutory Auditors verifies the correct application of the criteria adopted by the Board to ascertain the independence of the directors during the year.
The number and competences of the Independent Directors are adequate for the size of the Board and the activities of the Company, and permit the formation of Board Committees, described in the following sections.
Lead Independent Director
On 24 April 2024 the Board of Directors named Independent Director Paola Galbiati as Lead Independent Director to hold office until the expiry of the mandate of the Board. The Lead Independent Director:
makes use, where necessary, of company facilities for the exercise of the tasks entrusted;
coordinates the work of the Independent Directors only;
is the liaison and coordinator for petitions and contributions from Non-Executive Directors and, in particular, from Independent Directors, within the Board of Directors.
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MANAGEMENT OF CORPORATE INFORMATION
Management and disclosure of significant and insider information
The Board of Directors has adopted a specific procedure on Material Privileged Information, which was last updated
during the 2019 financial year (the "Procedure").
The Procedure, which also complies with the indications of the Guidelines on Management of Insider Information published by Consob in October 2017, assigns responsibility for managing and applying the Procedure to the Central Manager Group Administration, Finance & Control, who is assisted, as applicable, by the Legal & Corporate Affairs Division, the M&A Function, the Investor Relations Function and the Communication & Media Relations Division, as well as by other functions in relation to the contents and type of information. The Procedure is designed to regulate:
the ways in which corporate documents and information concerning Arnoldo Mondadori Editore S.p.A. are monitored, managed and circulated within the Company, based on confidentiality criteria, especially with regard to significant and insider information;
the ways in which insider information is disclosed to the market and the public, in accordance with applicable laws and regulations;
the creation and maintenance of the registers of persons with access to significant and insider information. The Procedure is published on the corporate website - Governance section.
Internal Dealing
The procedures for the management and disclosure of documents and information concerning the Company include the most recent procedure adopted by the Board of Directors on 12 May 2022 pursuant to national and community internal dealing laws ("Internal Dealing Laws"), contained, inter alia, in art. 114.7 of the TUF, in articles from 152-sexies to 152-octies of the Consob Issuers Regulation, in EU Regulation no. 596 of 16 April 2014 on market abuse and subsequent amendments ("MAR") and in the related enacting regulations, and also in the indications provided by the ESMA. The purpose of the procedure is to:
identify the parties required to make the disclosures envisaged by the Internal Dealing Laws;
inform said parties: (i) that they have been identified, (ii) about the obligations arising from their identification, and (iii) about the procedures they are required to follow to make the disclosures envisaged by law, in order to provide the public and the authorities with precise and correct information transparency in respect of the transactions performed by them on financial instruments issued by the Company, or derivatives and other related financial instruments issued by the Company;
govern the procedures for compliance with the above disclosure obligations;
identify the party responsible for receiving, managing and releasing the above disclosures to the market. Specifically, the procedure governs disclosure obligations to Consob, the Company and the market for all transactions - with an overall value of 20,000 Euro and, once the 20,000 Euro threshold has been reached, all transactions subsequently performed in the same calendar year irrespective of value - on shares or debt instruments issued by the Company, on derivatives or other related financial instruments by (i) members of the Board of Directors and the Board of Statutory Auditors of Mondadori, and (ii) executives who, while not members of the above bodies, have regular access to inside information relating directly or indirectly to Mondadori and hold the power to take management decisions that might affect the future development and prospects of Mondadori, and by persons closely associated with them, as well as (iii) by parties who perform management functions in the Mondadori Group.
These disclosures may be made, on behalf of the parties indicated above, by the Company, if so empowered to do so.
Blackout period
Under the Internal Dealing procedure, the parties subject to requirements are prohibited from carrying out, on their own account or on the account of third parties, directly or indirectly, significant transactions during the 30 calendar days that precede the release of statements on the approval of the separate financial statements and the consolidated financial statements, the approval of the half-year financial report, the approval of the quarterly additional financial information.
The Mondadori Board of Directors or, in cases of proven urgency, the Chair of the Board of Directors may authorise a party subject to requirements to conduct negotiations during a black-out period, on the basis of specific circumstances and conditions required by the procedure.
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BOARD COMMITTEES (under art. 123-bis.2.d), TUF)
Introduction
Within the Board of Directors, the following Committees have been formed:
the Remuneration & Appointments Committee;
the Control, Risks & Sustainability Committee;
the Related Parties Committee, in compliance with the Consob Regulation that governs transactions with related parties.
With regard to the Remuneration & Appointments Committee, since 2012, in view of the Company's organisational requirements, the Board of Directors has grouped appointment and remuneration powers under a single Committee. There are no Committees with fewer than three members, and the work of each Committee is coordinated by a Chair.
The duties and functions of each Committee are established under a resolution of the Board of Directors and enacted in each Committee's Regulation, also approved by the Board. Minutes of the committee meetings are kept by the secretary. In pursuing its activities, the committee has access to all the corporate units and functions necessary to carry out its duties.
The Board of Directors approved specific budgets to perform the functions assigned to the Committees.
Additional committees (other than those required by law or recommended by the Code)
No other Committees have been established.
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SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - REMUNERATION & APPOINTMENTS COMMITTEE
Self-assessment and succession of Directors
As a general rule, and in relation to the Issuer's qualification as a company with concentrated ownership, the Board of Directors conducts - with the assistance of an external consulting firm specializing in this field - a self-assessment and assessment of its committees at least every three years prior to the renewal of the Board and with the advisory and preparatory support of the Remuneration & Appointments Committee.
Consistently with the above, the Board of Directors ceased with the approval of the financial statements as at 31 December 2023 implemented, in view of the aforementioned expiry, a self-assessment on the size, composition and operation of the Board and its Committees, examining the role played by the Board in drawing up strategy and monitoring operating performance and the fitness of purpose of the internal control and risk management system. Among other things, the process concerned the quali-quantitative composition of the Board of Directors, in order to provide the shareholders with the outgoing Board of Directors' indications prior to the renewal, in accordance with the Corporate Governance Code. These indications are the subject of a summary document ad hoc, called "Guidelines on the qualitative and quantitative composition deemed optimal for the Board of Directors of Arnoldo Mondadori Editore S.p.A.".
Remuneration & Appointments Committee
In view of the Company's organisational requirements, the Board of Directors has grouped appointment and
remuneration powers under a single Committee (the Remuneration & Appointments Committee).
Composition and operation of the remuneration & appointments committee (under art. 123-
bis.2.d), TUF)
Remuneration and Appointments Committee appointed by the Board of Directors on 24 April 2024 consisting of 3 non-executive directors, the majority of whom are independent, with a term of office set for 3 financial years and, precisely, until the shareholders' meeting to approve the financial statements as at 31 December 2026. Specifically, the Remuneration and Appointments Committee is composed of:
Elena Biffi Chair - Non-Executive and Independent Director Paola Galbiati Non-Executive and Independent Director Cristina Rossello Non-Executive Director
The current members of the Remuneration and Appointments Committee have well-established professional expertise in the relevant sector and adequate knowledge and experience in financial and remuneration policy matters.
The Committee held 4 meetings in 2025, each duly minuted. Each meeting was also attended by the Chair of the Board of Statutory Auditors, at the request of the Committee itself, and the average duration was 75 minutes. With regard to 2026, the Committee has held 2 meetings at the date of approval of this Report.
Table 3 attached to this Report shows the attendance rate of each director. The meetings in 2025 covered:
a review of the implementation of the Remuneration Policy during 2025;
verification of Vesting Conditions related to the 2022-2024 Performance Share Plan;
examination of the Remuneration and Compensation Report to be submitted to the Board of Directors for approval;
examination of the proposal to the Board of Directors to set up a 2025-2027 Performance Share Plan.
Functions of the Remuneration & Appointments Committee
The Board of Directors has tasked the Remuneration & Appointments Committee with the following functions and duties:
to assist the Board of Directors, in an advisory capacity, in the formulation of the remuneration policy for the Directors and Key Management Personnel as per art. 123-ter TUF;
to present proposals or express opinions on the remuneration of the executive directors, the other directors with special responsibilities and the directors who are members of board committees, and on the setting of performance targets linked to variable remuneration. In particular, during the year, the Committee advised the Board of Directors on the criteria, categories of beneficiaries, quantities, terms, conditions and modalities of the existing share-based remuneration plans, as well as supported the Board of Directors on the executive activities related to the aforesaid plans;
to monitor the actual application of the remuneration policy and, specifically, to verify that performance targets are met;
to perform a regular assessment of the overall adequacy and consistency of the remuneration policy for Directors and Key Management Personnel;
to assist the Board of Directors in the self-assessment of the Board of Directors and its Committees and in the formulation of guidelines for the qualitative and quantitative composition of the Board of Directors deemed to be optimal, taking into consideration the outcome of the self-assessment;
subject to legal requirements, to identify and propose candidates for the post of Director in the event of co-optation;
to support the Board of Directors with regard to the eventual presentation of a list by the outgoing Board of Directors, through use of procedures that ensure its composition and transparent presentation;
to propose to the Board of Directors the possible adoption of a succession plan for the chief executive officer and the other executive directors.
The Committee may access the necessary information and corporate functions for the performance of its duties. With regard to operating procedures, in compliance with the relevant recommendation of the Corporate Governance Code, the Board of Directors approved the adoption of the Committee regulation as proposed by the Chair. The regulation was subsequently adopted by the Committee itself.
The Committee's meetings, coordinated by the Chairman, are duly minuted.
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REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE
Remuneration of Directors
Remuneration Policy
In general terms and in accordance with the governance model adopted by the Company and market best practice, the Remuneration Policy is drawn up with a view to attracting, motivating and retaining people with the professional skills needed for the Group's growth and to ensuring the attainment of strategic Company objectives for the creation of sustainable value in the medium/long-term, to the benefit of the shareholders and key stakeholders.
As such, the priority is to maintain a close link between remuneration and performance, in both the short and the long term, as the key factor in ensuring that the interests of management are aligned with those of the shareholders, for the continuous improvement of both individual and company performance.
Accordingly, the Company's Remuneration Policy envisages a fixed remuneration system of differentiated variable short-term and variable medium/long-term components, consistent with the following criteria:
an appropriate balance between the fixed component and the variable component in connection with the Company economic and social sustainability objectives, taking into account the sector of activity and the work carried out;
equality and non-discrimination as guiding principles in determining remuneration levels;
the formulation of contractual clauses governing the return to the Company (or the withholding of deferred amounts), in whole or in part, of variable remuneration components that have been disbursed, when determined on the basis of data that subsequently prove to be manifestly incorrect;
clarity, pre-determination and measurability of performance objectives related to the computation of the variable components;
attention on defining objectives consistent with a sustainable development Plan that also promotes attainment of non-financial objectives and, specifically, gender equality; of particular importance on this point is the introduction of non-financial parameters linked to ESG issues with regard to the objectives underlying the Performance Share Plans, as described in detail in the report on remuneration policy and fees paid referred to at the end of this section.
definition of pre-determined limits on the variable remuneration components;
a significant portion of variable remuneration linked to long-term objectives and Total Shareholder Return, disbursed as shares subject to multi-year retention periods.
The details include:
principles and procedures for implementation of the Remuneration Policy;
remuneration of executive directors and key management personnel;
share-based remuneration plans.
For further information, please refer to the report on remuneration policy and remuneration paid, available on the
Company's website and on the authorised data repository "1Info" at https://www.1info.it.
Compensation for directors in the event of resignation, dismissal or severance following a public tender offer (under art. 123-bis.1.i), TUF)
No compensation is envisaged in the event of resignation, dismissal or severance following a public tender offer, nor do preventive agreements exist between the Company and the directors envisaging compensation in the event of resignation or dismissal without just cause.
Remuneration Committee
See section 7.2.
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INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL & RISKS COMMITTEE
Main characteristics of the internal control and risk management system
The internal control and risk management system is a set of rules, procedures and organisational structures established to enable the identification, measurement, management and monitoring of the main risks.
The system forms an integral part of the overall organisational structure and corporate governance system adopted by the issuer, and takes into account the frameworks of reference and best practices at both national and international levels.
Among the major themes addressed by the system, special focus is placed on risk management, as the guiding principle of the internal control system. In this context, the Board of Directors takes on a fundamental role, as evidenced also by its specific function to "determine a risk appetite that is consistent with the issuer's strategic objectives, including within its own assessments the risks that can become significant in terms of medium- and medium/long-term sustainability". Consistently with the specific risk profile, the Board of Directors is also responsible for defining "the guidelines of the internal control and risk management system, so that the main risks pertinent to the issuer and its subsidiaries are correctly identified, and appropriately measured, managed and monitored, and also determining the degree to which the risks are compatible with a corporate management aligned with the identified strategic objectives". The Board of Directors is also responsible for assessing "on at least an annual basis, the fitness for purpose of the internal control and risk management system with respect to the characteristics of the company and its assumed risk profile, as well as the system's effectiveness". In performing these functions, the Board of Directors is assisted by preparatory activities conducted by the Control, Risks & Sustainability Committee.
In 2008, when the first guidelines for the internal control and risk management system were drafted, the Mondadori Group implemented a Risk Management process by adopting a model for the identification, assessment and management of the risks it is exposed to in its area of operations. The model is updated and reviewed every year upon the Risk Assessment, particularly with regard to the business and financial parameters used for risk
assessment and the subsequent formulation of mitigation strategies aligned with the level of risk deemed compatible by the organisation.
Guidelines for the internal control and risk management system
Reference model
In line with the recommendations of the Code and international best practices, the methodology adopts the authoritative CoSO Framework standard. The model integrates risk management directly into business strategy, moving beyond the logic of isolated controls to value creation. Specifically, for the identification and treatment of uncertainties, the principles defined by the CoSO ERM 2017 apply.
The CoSO ERM framework ensures consistency between objectives, corporate mission and Risk Appetite. Mondadori declines this strategy annually in targets for each business direction, integrating risk and opportunity analysis. The system operates by monitoring three key dimensions: objectives, components and scope.
Objectives
The management of the internal control and risk management system offers reasonable assurances with regard to monitoring the risks involved in the achievement of the corporate strategic objectives and related operating objectives, specifically:
operational objectives: effective and efficient business operations, including the safeguarding of company assets;
reporting objectives: evolution from a view focused almost exclusively on balance sheet figures to a multidimensional transparency that includes ESG factors;
compliance objectives: compliance with laws and regulations.
In this context, the risk management process has the following key elements:
Identification of strategic risks, i.e. threats that could prevent the achievement of set business objectives;
focus on sustainability, through the identification and analysis of risks relevant to the viability of the business
in the short to medium and long term (ESG factors and business continuity);
quantitative and qualitative analysis, which is carried out by assessing the individual risk identified in terms of probability of occurrence and potential impact on the organisation;
mapping of controls, by analysing the control methods and mitigation measures currently operational to address these risks;
evaluation of effectiveness, which is done by periodically verifying the ability of existing controls to effectively reduce exposure to the risks detected.
In addition, the process for management of the internal control and risk management system put in place to fulfil the objectives listed above must have the following characteristics:
it must respond promptly to significant risk situations, while making sure that the proper control activities are in place;
in the context of business processes, it must ensure an adequate degree of separation between operational functions and control functions, so that conflicts of interest are avoided in the tasks assigned;
in the context of operational, administrative and accounting activities, it must guarantee use of systems and procedures that ensure the accurate recording of company and business facts and events, as well as reliable and timely information flows within and outside the Group;
it must provide for timely communication to the appropriate Group levels of significant risks and control irregularities, enabling corrective measures to be identified and promptly executed.
Members
The internal control and risk management system takes into account all the components and interrelations to ensure
an appropriate overview of the company's situation.
The Risk Management Process makes the internal control system dynamic through the design of governance and the definition of strategic roles and objectives. It comprises the identification of risk events, the structuring of communication flows and the constant monitoring of activities. This integrated management makes it possible to oversee the entire organisation, ensuring a timely response to changes in the business environment.
Area
The definition of the internal control and risk management system concerns the entire Group and considers all its different business areas in an integrated manner.
Periodic communication
To meet system management information needs, all the update and reporting document flows are implemented among the individuals and bodies involved in the management of the internal control and risk management system:
Board of Directors, Control, Risks & Sustainability Committee, Director in charge of the Internal Control and Risk Management System, Internal Audit.
Internal control system in relation to financial reporting and sustainability processes
The Internal Control over Financial Reporting, hereinafter "ICFR" and on Sustainability Reporting, hereinafter "ICSR", are integral parts of the Internal Control and Risk Management System that Mondadori has adopted, based on its organisational, operational and corporate governance configuration, as well as the specific regulatory framework of the sectors in which it operates.
Internal Control over Financial Reporting
Mondadori has adopted a risk management and internal control system relating to the half-year (consolidated) and annual (separate and consolidated) reports, in accordance with the principles outlined in the CoSO Internal Control
- Integrated Framework (2013). In order to ensure the attestation of the Executive in charge, a mapping of the relevant companies and processes has been carried out, using quantitative and qualitative criteria. For each process, risks and control objectives related to the preparation of the financial statements and the functioning of the internal control system were identified.
Within the framework of the aforementioned control system, Mondadori has defined clear roles and responsibilities between the various corporate functions and the related information flows. These are formalised within the Regulation of the Executive in Charge, as described below.
On a six-monthly basis, a periodic review of the adequacy of the controls performed by Group companies is scheduled, with the definition of action plans to address any critical issues that emerge during the assessment.
In addition, the Administrative Executives of the subsidiaries issue a statement every six months on the reliability and accuracy of the data provided for the preparation of the consolidated financial statements.
Verification activities are coordinated by the Executive in charge and conducted with the support of the Internal Audit Department. The results are shared with the Executive in Charge before the meeting of the Board of Directors that approves the consolidated figures as at 30 June and the draft annual and consolidated financial statements as at 31 December.
Internal Control System on Sustainability Reporting
In line with the Supplementary Guidelines ("Achieving Effective Internal Control over Sustainability Reporting (ICSR): Building Trust and Confidence through the COSO Internal Control - Integrated Framework") published by CoSO on 30 March 2023, which provides guidelines for effective internal control over sustainability reporting and in compliance with the principles set out in the ESRS 2 - GOV5 guidelines supporting the Corporate Sustainability Reporting Directive (CSRD), Mondadori has launched a process aimed at implementing an Internal Control on Sustainability Reporting (''ICSR''), harmonising it with the framework already adopted by the Group for the Internal Control on Financial Reporting. Specifically, Mondadori undertook the following activities, coordinated by the Investor Relations & ESG Reporting department:
Development of a procedure, approved by the Board of Directors with the preparatory support of the Control, Risk and Sustainability Committee, governing the stages of drafting, approval, publication and filing of the Sustainability Report.
The procedure regulates the process of drawing up and approving sustainability reports by outlining the roles, responsibilities and information flows inherent in the corporate bodies and control bodies and the corporate functions involved in the operational and control activities relating to the drawing up of sustainability reports. In the 2025 financial year, in particular, the annual internal attestation procedure was further advanced, through the formalisation of a process relating to the collection, review and completeness of sub-attestation letters transmitted by corporate functions and companies included in the reporting scope;
Implementation of a risk and control matrix, aimed at ensuring the integrity of Sustainability Reporting and the effective functioning of the internal control system;
definition of a methodology for the prioritisation of Disclosure Requirements (DR), based on quantitative and qualitative criteria, in order to identify the perimeter of DR relevant to the Internal Control System;
implementation, according to a step-by-step approach, of risk and control matrices for the DRs identified as relevant to the Internal Control System, following the scoping exercise described above.
The periodic verification of the adequacy of controls on Sustainability Reporting, already started during the Year, provides for an operational monitoring entrusted to the corporate departments and functions of the Group companies included in the reporting scope responsible for ensuring the correct functioning, updating and application of the operating procedures relating to the formation and processing of data and associated controls.
In addition, an independent audit is carried out by the Internal Audit department with the task of monitoring the proper implementation of control procedures, assessing the effectiveness of reporting processes and identifying any areas for improvement or non-compliance.
The results of the Internal Audit function's activities are shared with the Investor Relations & ESG Reporting function, the Executive in Charge and the Control, Risk and Sustainability Committee prior to the Board of Directors' meeting approving the Sustainability Report.
Determination of the level of compatibility of risks with achievement of strategic objectives
Based on the methodology adopted, as explained above, Mondadori provides for the annual definition and sharing with management of the Group's mission/vision and strategic objectives.
The level of Risk Appetite in relation to achievement of the identified strategic objectives is determined and updated on an annual basis, as part of the Risk Management process. The process determined risk thresholds that enabled three risk levels to be identified (High, Medium, Low) so as to analyse the level of compatibility between expected risk value and attainment of objectives.
The composition, operation and activities of the parties involved in the internal control and risk management is described below.
RISK MANAGEMENT
The Risk Management function, part of the ESG Reporting e Risk Management, monitors the risk management process, supervising activities and coordinating those involved.
The analysis process involves each identified risk being categorised within an internal model and assessed from two perspectives: the inherent and the residual.
"Inherent" is defined as the risk considered in its natural state, i.e. the theoretical level of exposure in the absence of any corrective or mitigating action by management. It measures the impact of the potential damage, assessed not only in economic-financial terms, but also considering the effects on reputational damage, market share and operational efficiency; the probability expresses the estimated frequency with which the negative event could occur. Once the starting risk has been defined, the analysis moves on to residual risk, which takes into account the effectiveness of the mitigation actions and controls already implemented by the company.
Each risk element is linked to the strategic objectives at Group level, identified by the CEO and set out in the three-year plan approved by the Board of Directors and, at the level of individual Directorates, as defined by first-line management.
The identification and assessment of inherent and residual risks is carried out by the heads of business units (Risk Owner), in relation to their areas of responsibility, through a self-assessment process and also signalling any mitigation actions.
Once the data have been collected and processed, the Risk Management department submits the risk picture that has emerged to the heads of each Directorate (the first-line management) for verification and official validation.
Subsequently, risks are consolidated through two key steps: the grouping of risks into homogeneous categories by nature or type, followed by the assignment of a specific weight for each Department, commensurate with the strategic importance and impact that the individual Department has on the entire Group.
The Risk Management process is updated through an annual review of the risk assessment, to be carried out in accordance with the procedures described above; the results of this review are communicated via specific information channels to the corporate bodies and relevant company departments.
Chief Executive Officer
The Board of Directors has identified the Managing Director, Antonio Porro, as the person in charge of setting up and maintaining the internal control and risk management system, through the following:
execution of the guidelines laid down by the Board of Directors and oversight of the development, implementation and supervision of the internal control and risk management system, while constantly verifying its fitness for purpose and effectiveness;
identification of the main risks for the Company, taking into account the characteristics of the operations of Arnoldo Mondadori Editore S.p.A. and its subsidiaries, and presentation of said risks to the Board of Directors for review;
requesting the Internal Audit function to carry out checks on specific operational areas, as well as on compliance with internal rules and procedures in the performance of business operations, and informing the Chair of the Board of Directors, the Chair of the Control, Risks & Sustainability Committee and the Chair of the Board of Statutory Auditors when such requests are made;
prompt reporting to the Control, Risks & Sustainability Committee (or to the Board of Directors) on problems or critical situations that may have emerged in the performance of his duties or were brought to his attention, so that the Committee (or the Board) may take the necessary measures.
In the implementation of the guidelines established by the Board of Directors, the Director in charge of the internal control and risk management system organised and coordinated the Risk Assessment process as described in this report, specifically in the section entitled "Description of the Internal Control and Risk Management System".
Control, Risk and Sustainability Committee
Composition and operation of the control, risks & sustainability committee (ex art. 123-bis.2.d), TUF)
With regard to the period covered by this report, the composition of the Control Risk and Sustainability Committee was as follows:
Paola Elisabetta Galbiati Independent Director, Chairman
Pietro Bracco Independent Director
Cristina Rossello Non-Executive Director
The Control, Risks & Sustainability Committee performs advisory and recommendatory functions for the Board of Directors and, through appropriate preparatory work, supports the assessments and decisions of the Board of Directors with regard to the fitness for purpose of the internal control and risk management system, and the definition of the system guidelines as well as guidelines for the approval of the financial reports.
The Committee monitors the efficiency and effectiveness of corporate processes, the reliability of financial information, compliance with laws and regulations and protection of corporate assets, sustainability issues connected with the company's operations and relations with all stakeholders.
The Committee coordinates its activities, within its sphere of competence, with the activities of the Board of Statutory Auditors, the independent auditors, the Head of the Internal Audit Function and also with the Director in charge of the internal control and risk management system and the Manager in charge of preparation of the corporate accounting documents.
In 2025 the Control, Risks & Sustainability Committee held 10 meetings coordinated by the Committee Chair and duly minuted, with an average duration of 1.5 hours, with the participation from time to time of the members of the Board of Statutory Auditors and the Head of the Internal Audit Function; it also met with the Deloitte Risk Advisory consultancy firm, the Ernst & Young auditing firm for the 2019-2027 nine-year engagement, and the heads of some Company functions.
Table 3 attached to this Report shows the attendance rate of each director. During 2025, the Control, Risks & Sustainability Committee:
approved the 2025 annual Internal Audit activities program for the Company and its subsidiaries drawn up by the Head of the Internal Audit Function and verified its implementation;
carried out the testing activities within the framework of the compliance under Law 262/2005 of the "Accounting" process (Accounts Closure and Consolidation) relating to the 9 companies in scope in 2025;
analysed the work performed by Internal Audit in 2025, agreeing with the recommendations made and proposing recommendations of its own. It examined the structure and activities of Internal Audit, also to provide support for the supervisory bodies of the Parent Company and the subsidiaries;
examined the preliminary analysis illustrated by corporate management and approved the impairment testing procedure for the separate financial statements as at and for the year ended 31 December 2024 adopted by the Company, noting that the final measurements and valuations relating to the eventual impairment of tangible and intangible assets and equity investments would be the subject of specific examination and approval by the Board of Directors;
reviewed risk reporting as at 31 December 2024;
examined the 2024 annual report and the 2025 first-semester report on the Committee's activities during the above-mentioned periods and found no anomalies;
analysed the results of the Risk Assessment; the scope of activity covered both the Parent Company and the Italian subsidiaries;
took note of the Annual Report on the activities of the Internal Audit Function prepared by the Head of Internal Audit;
analysed the findings of the independent auditors in the report on the key issues that emerged during the audit. No failings were observed in the internal control system in terms of financial disclosure, and there were no uncertainties worthy of note regarding business continuity;
Acknowledged the report of the executive in charge of preparation and certification of the annual and consolidated financial statements, with results of the testing activities of Law 262/2005;
took note of the Sustainability Report 2024 pursuant to Legislative Decree No. 125/2024 and the general elements of the relevant internal control system;