Corporate Governance

Corporate Governance
SICIT operates from the Chiampo (VI) headquarters and the Arzignano (VI) branch. The Group manufactures and business-to-business sells of biostimulants for agriculture, retarders for plaster with basis of amino acids and peptides and animal fat from the by-product of animal origin (fleshings), as a product for producing biofuel.

Sicit Chemitech S.p.A.: it is based in Chiampo (VI) and it was incorporated in 2000, mainly carries out analysis and quality control activities for the Group. It provides its services almost exclusively to the Parent. It carries out quality control services (in particular analysis and laboratory tests), production and issuing of technical documentation and certificates, and technical consultancy to the commercial department. It also provides support to SICIT’s Research and Development laboratories.

SICIT Commercial Consulting Shanghai Ltd.: it is based in Shanghai, was established in 2016 to develop business opportunities in the Chinese market and for registration of bio stimulants in China.

SICIT USA Inc.: it is based in Larchmont, New York, USA, was incorporated in 2018 to distribute the products in the North American market. It operates in the retarders for plaster for the gypsum industry.

Ownership structure
SICIT Group S.p.A. is a joint-stock company registered in Italy at the Vicenza Companies Register. As of 31 December 2019, the share capital of the SICIT Group S.p.A. is composed of the following categories of shares and warrant: 19.6M ordinary shares, 195K special shares owned by Promosprint Holding S.r.l. and 6.8M warrant. SICIT Group S.p.A. ordinary shares and warrants are traded on the Mercato Telematico Azionario (MTA, STAR segment), organised and managed by Borsa Italiana. Following the significant ordinary shareholders as of 31.12.2019 are reported (the effects of 195,000 special shares are not included below):

In answering in an effective way of its stakeholders’ interests, SICIT has adopted a traditional administration and control model that requires the presence of the Assembly, the Board of Directors, the Board of Statutory Auditors, and of the independent auditors. Therefore, the business management is entrusted to the Board of Directors, the supervision functions to the Board of Statutory Auditors, and the audit of the accounts, as well as the accounting control, to the independent auditors appointed by the Shareholder Assembly.

Board of Directors
The Board of Directors is composed of a number of directors between 7 and 11, including non-members, elected by the Shareholders’ Meeting. The Shareholders’ Meeting, before proceeding with the appointment, determines the number of directors.

On 20 April 2020, the Ordinary Shareholders’ Meeting of SICIT Group S.p.A. elected current Board of Director, which will remain in charge until the approval of the financial statements as of 31 December 2022.

As of 31 December 2019, the Board of Directors was composed as follows:

The Board of Directors of SICIT also resolved on 20 April 2020 to establish an Executive committee. The executive committee as of 31 December 2019 is composed by five member: Rino Mastrotto (Chairman), Massimo Neresini (Chief Executive Officer), Giuseppe Valter Peretti (Chairman of the board of directors), Raymond Totah and Matteo Carlotti as Directors. The Executive Committee has the task of ensuring that the operational management of the Company is developed in harmony with the general management guidelines established by the Board of Directors, also supporting the activities of the Managing Director.

Board of Statutory Auditors
The Board of Statutory Auditors of SICIT consists of three standing auditors and two alternate auditors who, in accordance with the law, remain in charge for three financial years, expiring on the date of the ordinary Shareholders’ Meeting called to approve the financial statements for the third financial year of their office and may be re-elected.
The Board of Statutory Auditors in charge was elected on 20 April 2020 and remains in office until the date of the approval the financial statements as of 31 December 2022 during the Shareholders’ Meeting. All members of the Board of Statutory Auditors meet the requirements of eligibility, honour and professionalism laid down by law.
As of 31 December 2019, the Board of of Statutory Auditors was composed as follows:

Due to the election of the Board of Directors by the Ordinary Shareholders’ Meeting on 20 April 2020 and the adaptation of the Company’s governance structure in relation to STAR issuer qualification, the Board of Directors of the Parent Company deliberated to set up internal committees in order to implement the provisions of the Conduct Code, in details:

• Remuneration and appointment committee, composed by three non-executive directors, two of whom are independent, in the persons of the independent director Carla Trevisan (Chairwoman), the independent director Marina Salamon and the non-executive director Matteo Carlotti.
• Control, risk and related party committee, composed by three independent directors, in the persons of Carla Trevisan (Chairwoman), Isabella Chiodi and Ada Villa.

As of 31 December 2019, above internal committees had no competence in relation to the Appointment and Related Parties, assigned by the Board of Directors to the respective Committees in 2020.