Governance

Juventus Football Club S.p.A., listed on Borsa Italiana, has a traditional administration system that divides powers between the Shareholders’ Meeting, the Board of Directors and the Board of Statutory Auditors.

The corporate governance system of Juventus, including rules and methodologies for planning, management and control, which are necessary for Company operation, was defined by the Board of Directors in accordance with regulations applicable to listed companies, Corporate Governance Code and international and national best practice.

Control environement key factors include:

• ethical values (Code of Ethics);
• the central role of the Board of Directors;
• transparency of management;
• the distribution of responsibilities for the management, monitoring and evaluation of the Internal Control and Risk Management System;
• the risk management system in line with best practice;
• the remuneration system focused on the specificities of the sector;
• employees.

Follows a brief description of roles and responsibilities of the control bodies of Juventus. For more details please refer to the Corporate Governance Reports.

Board of Directors:

• is vested with all and every power for the ordinary and extraordinary management of the Company
• defines the guidelines of the Internal Control and Risk Management System and determine the level of risk compatible with the Company’s strategic objectives
• evaluates the adequacy of the Internal Control and Risk Management System

Director in charge of Internal Control and Risk Management System:

• implements the guidelines defined by the Board of Directors looking after for planning and management of the Internal Control and Risk Management System
• reports to the Control and Risk Committee (or Board of Directors) issues and problems resulting from the activity

Control and risk committee:

• expresses opinions on the identification of the main risks for the company
• expresses opinions on the adequacy and operation of the Internal Control and Risk Management System through the activities performed by the Internal Audit
• reports to the Board of Directors about the results of the activities

Remuneration and Appointments committee:

• makes recommendations concerning remuneration plans for Directors and key management personnel as well as the performance targets
• periodically assesses the adequacy and the overall consistency of the remuneration policy

Internal Audit:

• assesses the adequacy and effectiveness of the Internal Control and Risk Management System
• prepares periodic reports containing an evaluation on the adequacy of the Internal Control and Risk Management System
• assesses the reliability of information systems including accounting systems

Financial Reporting Officer:

• implements adequate administrative and accounting procedures for the drafting of financial statements
• attests about the adequacy and effective implementation of the administrative procedures for the Annual Report

Risk manager:

• ensures the implementation of an effective system for the identification, monitoring and governance of the main risks

Financial Controller:

• collaborates with the company departments verifying the process of achieving the objectives and the results of the management

Employees:

• depending on the specific tasks assigned within the Company, the employees ensure effective and efficient functioning of the Internal Control and Risk Management System

Supervisory Body:

• supervises the functioning and the observance of the Model of Organization, Management and Control ex-Legislative Decree 231/01
• suggests new implementation of the Model to the Board of Directors
• reports to the Board of Directors about the results of the activities

Board of Statutory Auditors:

• assesses compliance with the law
• verifies the observance of administration principles
• for those aspects under its responsabilities, monitors the correct implementation of corporate governance regulations established by the Internal Control and Risk Management System

Independent Auditors:

• verifies the accounts and the correct entry of operations in accounting records

Data Protection Officer:

• to advise and cooperate with the controller  in relation to the protection of personal data;
• to monitor compliance with relevant data protection obligations and with the policies of the controller having due regard to the risk associated with processing operations taking into account the nature, scope, context and purposes of processing;
• to cooperate with the supervisory authority and act as the contact point, for the supervisory authority and for the data subjects, on issues relating to personal data processing;
• to provide advise where requested as regards the data protection impact assessment (Data Protection Officer: Simone Bongiovanni – Studio Legale Bongiovanni – email address: privacy@juventus.com)