In order to ensure the greatest consistency between strategy and conduct, H-FARM has created a system of internal rules that form a model of corporate governance. It is based on the apportionment of responsibilities and a balance between management and control. It features the following:
Slate Voting System with 15% Independent Members
At least one independent member of the Governing Body when the board is made up of 5 (five) to 8 (eight) members, and at least two independent members when the Governing Body has from 9 (nine) to 11 (eleven) members
Presence of Investor Relations Officer
The Governing Body of H-FARM S.p.A. is currently composed of 7 members. They were appointed at the General Meeting of the company on October 21, 2015. Their term of office will draw to a close on December 31, 2017, the date for the approval of the financial statements. Pursuant to Italian law and the Statute, the Governing Body has the authority to set up specialized committees within its own offices and these may be solely tasked with consulting work and producing research and proposals. These functions are a means to facilitate decision-making by the Governing Body in regard to the Company's activities. Additionally, they serve to limit the occurrence of conflict of interest situations. In order to increase the efficiency and effectiveness of its work, the Governing Body set up the Investment Committee on November 2, 2015. It is an internal committee focusing on investments in the business sector of the Issuer. Its task is to evaluate, present and provide an opinion – of a merely consultative and therefore non-binding nature — to the Governing Body in relation to investment opportunities in startups that are deemed most deserving and which also align with the industrial strategy of the Issuer.
Riccardo Donadon was born in Treviso. After attaining a secondary school diploma in Classical Studies, he studied Psychology at the University of Padua. In 1990 he started working with his father in the family business. However, his passion and attraction to the world of American dreams— movies and the Internet — was great.
In September 1998, Riccardo Donadon left Benetton with the 8 people who had accompanied him in the Mall adventure and founded E-TREE. Within a few months E-TREE became one of the leading companies in Italy in the field of Internet services.
Defined as the “no sleeping company” because of its fast-paced work environment, it united the expertise behind devised solutions to an informal work environment where bunk beds, masseur, cook, gym and a pool table blended with the energy of a very young working group. Speed of growth and business methodology allowed the company to reach 26 billion lire in turnover by its third year with an excellent net profit and 160 employees. 100% of E-TREE was sold to the Etnoteam group in 2001. /p>
In September 2003, Donadon left E-TREE and for about a year devoted himself to tending his garden. He was determined to get back into the game, animated as he was by the awareness that the Internet was bringing about a huge revolution for all business models.
In January 2005, Donadon founded H-FARM, fittingly located in some farmhouses in the Ca‘ Tron countryside facing the Venice Lagoon. The dream is threefold: to give life to a small technological hub of internet-related services, to help young people to seize the enormous opportunities offered by the Internet, and finally to give the signal that the old farmhouses that generated the first economy can also play an important role in the social dynamics of the area.
Maurizio Rossi is the co-founder of H-FARM Ventures. Curious, a dreamer and an attentive observer, he likes to understand people's lifestyles, the links with their cultures, and the influence that technologies have on our daily lives.
Pioneer of the startup business and venture capital in Italy, today Maurizio holds the position of Vice Chair of H-FARM and has more than 10 years of experience in the startup sector.
Maurizio's main working experiences are linked to the fashion-footwear sector. In the '80s and '90s he worked on developing and internationalizing the Rossimoda family company, a leader in the luxury footwear sector, which was later acquired by the fashion giant LVMH. Within the Rossi Group, he later founded the division dedicated to the sports sector business that produced and distributed some of the most famous action-sport brands for the international market. These brands included: NoFear, Rusty, Spy Optics, among others.
Between 2003 and 2004, he set up the headquarters for Southern Europe and the Mediterranean for yachtworld.com and boats.com, the word's two main marketplaces for the nautical sector. While in the past he managed to distinguish himself in the world of sport, where he was a champion in offshore racing, today Maurizio is busy running after his 4 children and H-FARM startuppers.
Paolo Cuniberti has over 25 years of experience in the financial services sector.
After graduating from Bocconi University in Milan, for 17 years (from 1990 to 2007) he held senior positions at JPMorgan in London. These included the role of Head of Equity Derivative Origination in EMEA, Head of Equity Capital Markets, and Head of Alternative Fund Coverage.
He was also a member of the JPMorgan European Investment Banking and Equity Management Team, as well as of the Global Equity Derivatives Management team. Continuing in the world of settlement finance, in 2007 he joined Mediobanca to organize the new Mediobanca UK Capital Market platform and he became the Head of the London office.
Former CEO of the MedioBanca Securities division, he followed and coordinated the launch of the Mediobanca Alternative Asset Management platform. In 2012 he approached H-FARM for the first time, becoming an investor. In October 2015, he chose to become part of the H-FARM project and was appointed Executive Chair.
Stefania Baruffato, born in Vicenza in 1970, is currently a member of the Governing Body of H-FARM.
Carlo Ferraresi, comes from Venice. Upon graduating from a high school for science studies, he earned his degree in Political Science from the University of Padua.At the age of 23 he began working in London for Assicurazioni Generali, the Italian insurance company based in Trieste.
After two years in London, he returned to Italy to attain an MBA from SDA Bocconi and then moved to the Corporate Finance office in Trieste to work for the CEO. Two years later he moved to the Marsh Group, where he remained for 4 years and worked on Risk Financing before spending 6 years at Arthur Andersen and Deloitte, where as Senior Director he dealt with consulting and financial advisory services for the major Italian insurance and banking groups.
In 2006 he joined ABN Amro as Senior Banker and later, as Managing Director, he moved to Credit Agricole Corporate Investment Bank for 5 years, where he worked on the main financial products and services for Italian insurance companies. In these years he became involved in the most important strategic and financial operations in the Italian and European insurance markets.
In 2012 he became CFO of the Cattolica Assicurazioni Group with responsibility for the Group's treasury and its investments (15 billion in assets). Further, he is the Investor Relations Officer and is responsible for M & A and the securities belonging to the Group. In 2014 he was appointed Deputy General Manager, with additional responsibility for the Strategic Planning and Management Control of the Cattolica Group. In his role, among other activities, he has worked on the acquisition of FATA, the issuance of subordinated debt instruments, the drafting of the three-year strategic plan, and on increasing capital by 500 million euros. He has been Cattolica General Manager of Market & Distribution Channels Division since July 1, 2017.
Born in Turin in 1959 and raised in Conegliano, Mariacristina Gribaudi has a degree in Management & Organization. Daughter of entrepreneurs, she started working in the family business in 1982, where she remained until 1996, when she decided to set out on a new path, one in the world of retail trade.
Subsequently, she and her husband founded an industrial group that produces keys and today the business counts branches in China, the United States, Germany, England, and Japan, in addition to the Italian one. Mariacristina Gribaudi has always combined work and family.
She is the mother of six children and is, in fact, responsible for Keyline's Planning and Control, Personnel, Marketing and Administration. Her role integrates perfectly with that of her husband, who takes care of Strategic Planning and expansion in foreign markets. Since December 2015, she has been President of the Venice Civic Museums Foundation, which includes 11 venues for over 200,000 artworks from the collections and 2,000,000 specimens from nature.
Giuseppe Miroglio is Executive Chair of the Miroglio Group. He was Chief Executive Officer of the Group from December 2006 until July 2013.
He began his career in the company in 1997 in London, coordinating the activities of the clothing division of the Group. Through this experience he has developed partnerships with the most important British department stores, thereby strengthening relations with the main players in the retail industry.
Two years later, upon his return to Italy, he joined the Governing Body of Miroglio S.p.A. In 1999 he set in motion the retail activities of Elena Mirò, one of the most important brands in the Group's portfolio. In 2003 he became General Manager of the clothing division and focused his attention on the definition of the brand strategy for the Miroglio brands. Currently, he is also on the Board of Euratex, he is a member of the Supervisory Board of the multi-utilities company Egea S.p.A., he sits on the Governing Body of RCR Cristalleria Italiana S.p.A., and is on the Governing Body of H-FARM.
Born on April 4 1972 in Turin, he graduated in Economics and Commerce from Catholic University of the Sacred Heart in Milan.
Board of statutory auditors
The Board of Statutory Auditors consists of 3 statutory auditors and 2 alternate auditors. They are appointed at the General Meeting of the Shareholders in accordance with the procedures established by the Statute of the Issuer. The Board of Statutory Auditors was appointed by the General Meeting of Shareholders on October 21, 2015 and will remain in office until the date of approval of the financial statements for the year ended on December 31, 2017.
The Board of Statutory Auditors is in office until the date of approval of the financial statements for the year ended December 31, 2017. Its members are:
After spending some years on the rugby fields, gaining professional experience in leading auditing firms, and at a leading bank in London, he followed in his father's footsteps and joined the professional firm of chartered accountant, a firm with more than 40 years of history.
His professional experience ranges from working with small and medium-sized enterprises to multinational companies in the oil, manufacturing, and asset management sectors. He has served as a board member for financial companies in addition to a bank. He has served as a member of the “Economics and Environmental Accounting” commission of the Italian Council of Chartered Accountants.
He received his degree in Economics and Commerce at the University of Venice. He has been a member of the Association of Chartered Accountants of Treviso since 1996 and is registered on the Register of External Auditors. In 2008 he earned an MBA at the Cuoa Foundation of Altavilla Vicentina (VI Prov.) and a Certificate in Global Management at the University of Michigan-Dearborn School of Management.
From 1994 to 1997 he worked as an auditor at Coopers Lybrand S.p.A., an auditing company. He works as a Chartered Accountant and is a founding member of the Cortellazzo-Wiel Zardet & Associati of Treviso. It is a professional association specializing in the corporate, tax, accounting, contractual, pre-insolvency, and bankruptcy areas. On behalf of Italian and international companies, he has worked as a consultant and offered his services on administrative and tax issues, along with company valuation, and assistance on extraordinary restructuring and business crisis operations.
He has been appointed Liquidator in the past and is currently carrying out commissions, as assigned by the Italian Ministry of Economic Development. He teaches accounting and corporate finance at various schools and institutions and he has been an honorary fellow in the field of Business Administration at Cà Foscari University in Venice.
He is the author of numerous publications on accounting and on strategic control and organizational systems. He has held and continues to hold the position of external member of the Supervisory Body as per Italian Legislative Decree No. 231/2001, as well as Statutory Auditor for both companies that are listed on the stock exchange and those that are not. He is Secretary of the Finance and Control Accounting Commission established at the Association of Chartered Accountants and Accounting Experts of Treviso and is a member of the Scientific Committee of the Italian Foundation of Chartered Accountants and Accounting Experts, which is in charge of drafting the category guidelines for the construction of organizational and management models pursuant to Legislative Decree No. 231 of June 8, 2001.
Chartered Accountant and Statutory Auditor Born in San Martin (Argentina) on March 8, 1951, he graduated in Economics and Commerce from the University of Venice in 1984.
He is the Chair and member of the Board of Statutory Auditors, as well as Statutory Auditor and Board Member for a variety of companies, including industrial, service, banking, and financial holding companies, in addition to listed corporations. He is the Chair of the Board of Statutory Auditors of a bank.
Areas of specialization include: tax, corporate and budget advice to companies, in particular in the areas of planning and implementation of extraordinary operations and in the restructuring of groups of companies, assessment of companies and brands, and business plan development.
He has attained significant experience in evaluating companies and equity packages.
Year of birth: 1982. Graduated in 2006 with honors in Economics and Finance from Ca‘ Foscari University in Venice. He earned an Executive MBA at SDA Bocconi School of Management in Milan in 2013. He is registered with the Register of Chartered Accountants since 2010 and the Register of External Auditors since 2011. He has been collaborating regularly with the Cortellazzo-Wiel Zardet & Associati studio in Treviso since 2008, and prior to this worked for a corporate and financial consulting firm based in Milan and in Lugano. He mainly deals with the preparation of industrial and reorganization plans, consultancy for the development of startups, company evaluations, market analysis, and the implementation of management control systems.
He graduated in Economics and Commerce from Ca‘ Foscari University in Venice, and worked as an auditor at Arthur Andersen (up to senior level) and as such worked as the Head of the Operating Control Group for leading Italian companies. Since 1994 he has worked as a Chartered Accountant at the Studio Duodo & Pivato of Treviso, where he gained experience in the following areas: corporate and contractual, tax, budgeting and accounting, external auditing of accounts, management control, extraordinary transactions, and insolvency procedures/bankruptcy.
Since 2003 he is a Partner of Studio Duodo & Pivato. He has held/holds the office of Auditor and External Auditor in important companies, in particular: Benetton Group, Eni Group, Gruppo 21 Partners, Beni Stabili Group, Tognana Group – Caberlotto and Della Torre Group.
Board of Advisers
H-FARM S.p.A. was overseen in its listing on AIM Italia – Alternative Capital Market by the following companies:
Nomad: EnVent Capital Markets Ltd, Global Coordinator: Unicredit Corporate & Investment Banking, Advisor: N +1 Advisor, Issuer's Legal Advisor: LCA Studio Legale, Global Coordinator and Nomad Legal Advisor: Gianni Origoni Grippo Cappelli & Partners, Review: BDO Italia SpA, Tax Consultant: Studio Saccardi & Associati.
For the purposes of dissemination and storage of regulated information pursuant to Art. 113 ter of Italian Legislative Decree 58/1998, BIM uses the SDIR-NIS and NIS-Storage circuits managed by BIt Market Services S.p.A., which belong to the London Stock Exchange Group.
The documents of H-FARM S.p.A. may be consulted in this section.