Transparent governance to create sustainable value
Our Governance
Corporate Governance
Our corporate governance system is based on the central role of the Board of Directors of the parent company Sorgenia SpA, on a balanced representation and distribution of roles among corporate bodies, on ongoing dialogue with stakeholders, and on transparency—both towards the market and within internal procedures. It is an essential element for us in creating sustainable value.
Shareholders and Corporate Structure
Code of Ethics
The set of values and principles that inspire all companies within the Sorgenia Group.
Our Code of Ethics is the shared document through which we aim to clearly and unambiguously define the values and principles that guide our activities, in compliance with national and international regulations, while taking into account the expectations of all our stakeholders.
The Code of Ethics forms the ethical and value-based foundation of our Organizational, Management and Control Model pursuant to Italian Legislative Decree 231/2001, ensuring fairness, transparency, and legality in the conduct of our business activities.
Corporate Bodies
The governance of Sorgenia SpA is structured through the following bodies:
Shareholders’ Meeting, Board of Directors, Board of Statutory Auditors, and Supervisory Body.
Shareholders’ Meeting
The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors or, in their absence or impediment, by the Vice-Chairman, if appointed, or, in the absence or impediment of the latter as well, by a person elected by the meeting itself. The Chairman is assisted by a Secretary, who may also not be a shareholder, appointed by a majority vote of the participants in the meeting.
The voting procedure on individual items is determined by the Chairman, excluding secret ballots. Each shareholder is entitled to one vote for each share held.
The ordinary Shareholders’ Meeting resolves on matters provided by law and, in particular:
- approves the financial statements;
- appoints and dismisses directors;
- appoints the statutory auditors and the Chairman of the Board of Statutory Auditors and, where required, the entity responsible for statutory auditing;
- determines the remuneration of directors and statutory auditors and, where required, of the entity responsible for statutory auditing;
- resolves on the liability of directors and statutory auditors;
- resolves on any other matters assigned by law to the competence of the meeting;
- approves any rules governing the conduct of the shareholders’ meetings.
The Extraordinary Shareholders’ Meeting resolves on amendments to the Articles of Association, on the appointment, replacement and powers of liquidators, and on the issuance of bonds and other financial instruments.
Board of Directors of Sorgenia SpA
The Board of Directors, on December 2, 2025, appointed the Chief Executive Officer and General Manager, granting him specific powers for the role. With a subsequent resolution dated February 3, 2026, following the resignation of one Board member, the Board proceeded with the co-option appointment of Dr. Stefano Venier.
The current Board of Directors will remain in office until the Shareholders’ Meeting approving the financial statements as of December 31, 2027, and is composed as follows:
Ettore Francesco Sequi – Chairman
Michele Enrico De Censi – Chief Executive Officer and General Manager
Corrado Santini – Director
Alessandra Moiana – Director
Paolo Bugini – Director
Richard Salvatore Sberlati Jr – Director
Stefano Venier – Director
Oyefolabi Oworu – Director
Board of Statutory Auditors of Sorgenia SpA
The Board of Statutory Auditors is responsible for overseeing the activities of the directors and ensuring that the management and administration of the company are carried out in compliance with the law and the Articles of Association. The current Board of Statutory Auditors was appointed at the Shareholders’ Meeting on December 2, 2025, and will remain in office until the Shareholders’ Meeting approving the financial statements as of December 31, 2027. It is composed as follows:
Maurizio Di Marcotullio – Chairman
Luca Aurelio Guarna – Standing Auditor
Rosita Natta – Standing Auditor
Supervisory Body
The Supervisory Body (OdV) is an internal corporate body, provided for by Italian Legislative Decree 231/2001, and is endowed with autonomy, independence, and professionalism. It is responsible for overseeing the functioning, compliance, and updating of the “Model 231.”
The current Supervisory Body of Sorgenia S.p.A. was appointed by the Board of Directors on December 2, 2025, and will remain in office until the Shareholders’ Meeting approving the financial statements as of December 31, 2027. It is composed as follows:
Luciana Sara Rovelli - Chairman
Sara Tarantini - External Member
Davide Artioli - Internal Member
231 Model
A responsible approach to doing business
Legislative Decree No. 231 of 8 June 2001 introduced into the Italian legal system a regime of administrative liability for entities in relation to certain criminal offences committed, in their interest or to their advantage, by individuals in senior positions, as well as by persons subject to their direction or supervision. In order to comply with regulatory requirements and to effectively manage the risk of committing offences relevant under the aforementioned Decree, Sorgenia has adopted an Organisation, Management and Control Model. The adoption of this Model also serves as a tool to promote and strengthen a corporate culture based on the principles of legality, fairness and transparency, in line with the ethical and social values that inspire the Group.