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
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
HEAD OF INTERNAL AUDIT
The Head of Juventus Internal Audit department.
The financial year to which the Report refers.
The Organisation, Management and Control Model required by
Legislative Decree 231/2001, adopted by the Board of Directors and
The Organisation, Management and Control Model pursuant to
Article 7, paragraph 5, of the FIGC By-Laws, adopted by the Board of
The Guarantee Body responsible for monitoring the operation of and
compliance with the Prevention Model.
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.
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.
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
The Report on Corporate Governance and Ownership Structure drafted
pursuant to Article 123-bis of the Consolidated Law on Finance.
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
COMPANY OR ISSUER OR JUVENTUS
Juventus Football Club S.p.A., the Issuer to which the Report refers.
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.
JUVENTUS FOOTBALL CLUB S.P.A.
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.
JUVENTUS FOOTBALL CLUB S.P.A.
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