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    JUVE   IT0000336518

JUVENTUS FOOTBALL CLUB S.P.A.

(JUVE)
  Report
Real-time Estimate Quote. Real-time Estimate Cboe Europe - 01/21 03:17:50 am
0.355 EUR   -0.56%
01/20Milan, Juventus return to San Siro after recent losses
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Juventus Football Club S p A : Report on Corporate Governance 2020/2021

12/06/2021 | 11:12am EST

REPORT ON CORPORATE GOVERNANCE

2 0 2 0 / 2 0 2 1

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

pursuant to article 123-bis of the consolidated law on finance

(Traditional administration and control model)

Date of the Report: 17 September 2021

This Report refers to the 2020/2021 financial year and is available on the Company's website www.juventus.com

TABLE OF CONTENTS

GLOSSARY

4

INTRODUCTION

6

1.

PRESENTATION OF THE COMPANY

6

1.1

Issuer Profile

6

1.2

Corporate Governance Model

7

1.3

Principles and values

8

1.4

Declaration on the nature of SME

9

2.

OWNERSHIP STRUCTURE

9

2.1

Share capital

9

2.1.1

Share capital structure and significant shareholding

9

2.1.2

Restrictions on the transfer of securities

10

2.1.3

Securities that confer special rights

10

2.1.4

Shareholdings of employees: mechanism for exercising voting rights

10

2.1.5

Restrictions on voting right

10

2.1.6

Shareholder agreements

10

2.1.7

Change of control provisions and provisions of the By-Laws concerning take over bid

10

2.1.8

Authorisations to increase company share capital and for the purchase of treasury shares

10

2.1.9

Agreements concerning allowances for Directors

10

2.1.10

Regulations applicable to the appointment and replacement of Directors and to amendments made to the By-Laws

10

3.

DISCLOSURE ON CORPORATE GOVERNANCE

11

3.1

Shareholders' meeting and rights of Shareholder

11

3.1.1

Procedures for convening and attending the Shareholders' Meeting

11

3.1.2

Shareholders' Meeting

12

3.2

Board of Director

13

3.2.1

Composition

13

3.2.2

Role of the Board of Directors

16

3.2.3

Meetings

17

3.2.4

Self-assessment of the Board of Directors and Committees

18

3.2.5

Remuneration of Directors and Managers with strategic responsibilities

18

3.2.6

Composition of the Board of Directors

19

3.3

Internal committees of the Board of Directors

19

3.3.1

Remuneration and Appointments Committee

19

3.3.2

Control and Risk Committee

20

3.4

Board of Statutory Auditors

23

3.4.1

Composition

23

3.4.2

Role of the Board of Statutory Auditors

23

3.4.3

Meetings

24

3.5

Independent Auditors

24

3.6

Internal Control and Risk Management System

25

3.6.1

Main players in the Internal Control and Risk Management System and their roles and responsibilities

26

3.6.2

Coordination among entities involved in the Internal Control and Risk Management System

30

3.6.3

Identification, evaluation and management of risks

30

3.6.4

Evaluation of the system's adequacy

31

3.6.5

Internal Control and Risk Management System in relation to the financial reporting process

31

3.6.6

Organisation, Management and Control Model pursuant to Legislative Decree 231/2001

34

3.6.7

Organisation, Management and Control Model pursuant to Article 7, paragraph 5, FIGC By-Laws

35

3.6.9

Interests of Directors and Related Party Transactions

35

3.7

Processing of company information and inside information in particular

36

3.8

Relations with Shareholders and Investors

37

4.

CHANGES AFTER THE END OF THE FINANCIAL YEAR

38

5. CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN

OF THE CORPORATE GOVERNANCE COMMITTEE

38

SUMMARY TABLES

39

COMPANY BY-LAWS

43

CORPORATE GOVERNANCE

3

GLOSSARY

SHAREHOLDERS' MEETING

Shareholders' Meeting of Juventus.

SHAREHOLDERS

Juventus Shareholders.

CODE OF CONDUCT

The Code of Conduct of listed companies in the version approved in

July 2018 by the Committee for Corporate Governance and promoted

by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and

Confindustria. The Code of Conduct is available on the website of the

Committee for Corporate Governance at the following link: http://www.

borsaitaliana.it/comitato-corporate-governance/codice/codice.htm.

CODE OF ETHICS

The Code of Ethics adopted by Juventus.

BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors of Juventus

CONTROL AND RISK COMMITTEE

Committee with an advisory role for internal control and risk

management, established within the Board of Directors.

REMUNERATION AND APPOINTMENTS

Committee with an advisory role for remuneration policies for Directors

COMMITTEE

and managers with strategic responsibilities, established within the

Board of Directors.

BOARD OF DIRECTORS

The Board of Directors of Juventus.

LEGISLATIVE DECREE 231/2001

Italian Legislative Decree no. 231 of 8 June 2001, as amended

("Provisions on the administrative liability of corporate bodies,

companies and associations, also without legal status, pursuant to

Article 11 of Italian Law no. 300 of 29 September 2000").

FINANCIAL REPORTING OFFICER

The Juventus Financial Reporting Officer appointed by the Board of

Directors in compliance with Article 154-bis of the Consolidated Law

on Finance.

HEAD OF INTERNAL AUDIT

The Head of Juventus Internal Audit department.

FINANCIAL YEAR

The financial year to which the Report refers.

231 MODEL

The Organisation, Management and Control Model required by

Legislative Decree 231/2001, adopted by the Board of Directors and

subsequently amended.

PREVENTION MODEL

The Organisation, Management and Control Model pursuant to

Article 7, paragraph 5, of the FIGC By-Laws, adopted by the Board of

Directors.

GUARANTEE BODY

The Guarantee Body responsible for monitoring the operation of and

compliance with the Prevention Model.

SUPERVISORY BODY

The Supervisory Body appointed to control the operation of and

compliance with the 231 Model, established by the Board of Directors

pursuant to Legislative Decree 231/2001.

RELATED-PARTY PROCEDURE

The Juventus "Procedure for the management of transactions with

related parties" approved by the Board of Directors, pursuant to the

CONSOB Related-Party Regulations, as last amended on 30 June

2021 and applicable from 1 July 2021.

SHAREHOLDERS' MEETING CODE

The Shareholders' Meeting Code of Juventus - approved by the

Shareholders' Meeting on 26 October 2004 - for Shareholders'

Meetings to take place in an orderly and functional way.

ISSUERS' REGULATION

The regulation issued by CONSOB with resolution no. 11971 of 1999

on issuers (as subsequently amended).

CONSOB RELATED-PARTY REGULATIONS

The regulation issued by CONSOB with resolution no. 17221 of 12

March 2010 on transactions with related parties, as subsequently

amended.

REPORT

The Report on Corporate Governance and Ownership Structure drafted

pursuant to Article 123-bis of the Consolidated Law on Finance.

REMUNERATION REPORT

The Remuneration Report prepared pursuant to Article 123-ter of the

Consolidated Law on Finance and Article 84-quater of the Issuers'

Regulation and in compliance with Schedule 7-bis of Annex 3A to the

Issuers' Regulation.

COMPANY OR ISSUER OR JUVENTUS

Juventus Football Club S.p.A., the Issuer to which the Report refers.

BY-LAWS

The Company By-Laws, as per the latest version registered with the

Turin Companies' Register on 14 January 2020.

CONSOLIDATED LAW ON FINANCE OR TUF

Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated

Law on Finance), as subsequently amended.

4

JUVENTUS FOOTBALL CLUB S.P.A.

CORPORATE GOVERNANCE

5

INTRODUCTION

This Report, approved by the Board of Directors of Juventus on 17 September 2021, provides a general and complete overview of the corporate governance system adopted by Juventus.

In compliance with specific regulatory and legal requirements1 and in line with the recommendations of Borsa Italiana S.p.A., the Report contains information on the ownership structure and the compliance of Juventus with the Code of Conduct, explaining the choices made in applying the corporate governance principles and the corporate governance practices actually applied. It should be noted that on 31 January 2020, the Corporate Governance Committee approved the new Corporate Governance Code and that the companies that adopt this code apply it from the first financial year starting after 31 December 2020 (i.e. starting from 1 July 2021 with reference to Juventus), informing the market in the Report on corporate governance and ownership structure to be published in 2022.

Specifically, the Report describes the overall corporate governance system adopted by Juventus and the concrete application procedures in the Financial Year of the recommendations contained in the Code of Conduct "principles" and "application criteria".

This Report, which is published in the "Corporate Governance" section of the Company's website www.juventus.com and on the authorised storage mechanism www.1info.it, consists of five sections: the first describes the profile, structure and values of Juventus, the second focuses on information on the ownership structure; the third analyses and provides information on corporate governance, in particular on the implementation of the provisions of the Code of Conduct, on the main characteristics of the Internal Control and Risk Management System, also in relation to the financial reporting process, and, more generally, the main governance principles applied, the fourth outlines any changes from the close of the reference year; the fifth reports the considerations on the letter of the chairman of the Corporate Governance Committee published in the reference year.

The information in this Report refers to the 2020/2021 financial year, save for updates on specific issues during the Board of Directors' meeting approving this report. As indicated in paragraph 5, no further changes were made to the Corporate Governance structure.

1. PRESENTATION OF THE COMPANY

1.1 ISSUER PROFILE

Juventus is a professional football club listed on the Mercato Telematico Azionario ("MTA") regulated market organised and managed by Borsa Italiana S.p.A. which, thanks to its more than century-long history, has become one of the most representative and popular football teams at domestic and international level. The Company's core business is participation in national and international competitions and the organisation of matches. Its main sources of income come from the licensing of television and media rights (in relation to the matches played), sponsorships, revenues from the Allianz stadium and friendly matches, direct retail, e-commerce and trademark licensing for the creation of products, as well as the marketing of additional services to fans. Moreover, the Company earns additional revenues from the management of players' registration rights.

Juventus is the parent company of the group of the same name, whose consolidation procedure includes the Issuer and the wholly-owned company B&W Nest Srl (the "Group").

The Company is owned by EXOR N.V., a company under Dutch law also listed on the MTA and in turn owned by the Dutch company Giovanni Agnelli B.V.

1 Article 123-bis of the Consolidated Law on Finance

1.2 CORPORATE GOVERNANCE MODEL

The corporate governance system of Juventus, comprising rules and methodologies for planning, management and control, which are necessary for Company operations, was defined by the Board of Directors in compliance with regulations applicable to the Company as a listed issuer, and as a signatory to the Code of Conduct and based on international and national best practices.

The Issuer adopts a traditional type of administration system, which, save for the functions of the Shareholders' Meeting, assigns strategic management to the Board of Directors, which heads up the company's corporate governance system, and supervisory functions to the Board of Statutory Auditors. Moreover, the Board has set up two internal committees to advise and make proposals to the Board itself: the Control and Risk Committee and the Remuneration and Appointments Committee. Minutes of each Committee meeting are recorded and the Chairman of the Committee provides information on it at the first useful Board of Directors' meeting.

Auditing is assigned to independent auditors appointed by the Shareholders' Meeting.

In compliance with the provisions of the By-laws, the Board of Directors has granted the Chairman and the Vice Chairman similar management powers, as further specified in paragraph 3.2 below. However, functions and responsibilities for determining the Company's strategic and organisational guidelines are the exclusive responsibility of the Board of Directors.

The Board of Directors, with the favourable opinion of the Board of Statutory Auditors, has appointed the Chief Financial Officer as the Financial Reporting Officer.

The Board of Directors, on the proposal of the director in charge of the internal control and risk management system and after obtaining the favourable opinion of the Control and Risks Committee, as well as having consulted the Board of Statutory Auditors, appointed, in January 2021, the new Head of the Internal Audit department, who joined the Company operationally on 1 April 2021.

The Control and Risk Committee acts also as the Related-Party Committee, as governed by CONSOB Related-Party Regulations.

Revision of the organisational and operational model and new senior management organisational structure

As part of the process of revising the operational and organisational model that was launched in May 2020, the Company adopted a new organisational structure that involves the concentration of its activities in two macro-structures: the Football Area and the Business Area.

The coordination of each area is assigned to a Managing Director, who reports directly to the Executive Chairman, Andrea Agnelli: Fabio Paratici, for the Football Area, and Stefano Bertola, for the Business Area. The contract with Fabio Paratici ended on 30 June 2021.

As part of both the revision of the organisational and operational model and the new senior management structure, on 4 January 2021 Stefano Cerrato was appointed as the Company's Chief Financial Officer and Investor Relator, replacing Stefano Bertola who had taken on those positions on a pro-tempore basis in July 2020. Moreover, two new individuals joined the Company, reporting directly to the Executive Chairman Andrea Agnelli: Cesare Gabasio as General Counsel and Chief Legal Officer and Tiziana Zancan as Chief People Officer. At the date of the Report, the employment relationship between Juventus and Tiziana Zancan was terminated. Starting from 1 August 2021, the position of Chief People and Culture Officer has been entrusted to Greta Bodino.

As of 1 April 2021, Stefano Cerrato, who reports to the Managing Director of the Business Area Stefano Bertola, replaced the latter, who had assumed pro tempore the position of Financial Reporting Officer in July 2020.

The Board of Directors on 30 June 2021 resolved to assign proxies for the management of the Football Area and the related powers to Maurizio Arrivabene, director of the Company, elected by the Shareholders' Meeting held on 25 October 2018 and taken from the list presented by the majority shareholder EXOR N.V.

6

JUVENTUS FOOTBALL CLUB S.P.A.

CORPORATE GOVERNANCE

7

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Juventus Football Club S.p.A. published this content on 06 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2021 16:11:09 UTC.


© Publicnow 2021
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Net income 2022 -179 M -203 M -203 M
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Nbr of Employees 870
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