Governance

Board of Directors

Role, appointment and composition




The Board of Directors has a central role in Rai Way’s governance system. It exclusively manages the company, and works with the diligence required by the nature of the role, based upon the specific abilities of each member.

Roles

The Board of Directors has all administrative power in the Company, and may take any actions deemed necessary for the implementation of business purposes, excluding only those reserved for the AGM. The Board’s methods and abilities are determined by a specific regulation, adopted by the same Board in accordance with laws, regulations, and statutes.

In particular, the Board of Directors evaluates the adequacy of the organisational, administrative, and financial structure of the company, with particular reference to the Internal Auditing and Risk Management System. In addition to the powers that cannot be delegated by law, the Board of Directors is also responsible for resolutions concerning:

  • general guidelines, the adoption and amendment of industrial, strategic and financial plans
  • the appointment and dismissal of the General Manager and Chief Financial Officer.

Appointment

Directors are elected by the Shareholders' Meeting on the basis of the slate voting system. Names are chosen from lists submitted by shareholders who, on their own or together with other Shareholders, own Rai Way shares representing at least 2.5% of the share capital with voting rights or representing a lower percentage established by mandatory provisions of law or regulations.

Composition

The current Board of Directors, composed of seven members, including four women, was appointed by the the Shareholders' Meeting of 24 June 2020. It will remain in office until approval of the Financial Statements for the year ending 31 December 2022.

Four directors are women and six meet the independence requirements of the law and by the Code of Corporate Governance for Listed Companies.

The Board includes managerial and professional profiles with adequate knowledge and experience, particularly in the field of technological infrastructures (media and communications), finance, and risk management.


Maurizio Rastrello - Chairman
Aldo Mancino - Chief Executive Officer
Riccardo Delleani - Director (independent)
Annalisa Raffaella Donesana - Director (independent)
Roberta Enni - Director
Barbara Morgante - Director (independent)
Umberto Mosetti - Director (independent)
Donatella Sciuto - Director (independent)
Paola Tagliavini - Director (independent)





Maurizio Rastrello

Born in Verona in 1955, he has a degree in Statistical and Actuarial Sciences.
In 1978, he was a researcher at Cresme and in 1979 he was chosen as assistant controller in the Planning and Control Department of Sigma Tau SpA. Between 1981 and 1991 he worked at IRI, in the Inspectorate and Management Control and then in Planning and Control Department, where he was involved in the evaluation and control of plans, budgets, financial statements, investment projects, purchase and sale of companies and specific audits, with reference, in particular, to companies of the Finmare and Fincantieri groups and - later - Finmeccanica and Alitalia groups. He also held the positions of Statutory Auditor and Board Member in several IRI companies: Italia di Navigazione, Cantiere Navale Luigi Orlando, Grandi Motori Trieste, Sisma, Ansaldo Componenti and Elsag. He joined Rai in 1991 as Head of the Structure for the verification of objectives and management actions (Management Analysis and Reporting) of the General Inspectorate and, three years later, he was appointed Head of the Planning, Budget and Control Structure of the Rights Management Directorate. From 1995 to 1996 he worked in the General Management Staff as the person responsible for checking the regularity of acts and compliance with procedures for operations falling within the competence of top management. In 1996 he assumed responsibility for the management support of Rai1. In 1998 he joined Rai Sport, where he coordinated the administrative-managerial tasks related to the company's divisionalisation process. In the same year he was controller of the TV Division Canale 3 and Related Offers. In 2004 he became Head of the TV Area organisational unit of the Finance and Planning Department. In August 2012, he was assigned the position of Head of the Chairman's Secretariat and in September of the same year he became its Deputy Manager. Starting from December 2015, he was Deputy Manager of the General Manager's Staff, with responsibility for the Structure in charge of economic, technical-specialist and contractual analyses. From August 2016 to February 2017, without prejudice to his position as Deputy Manager of the General Manager's Staff, he was also assigned interim responsibility for the Internal Auditing Department. From December 2017 to March 2019, he served as Head of the General Manager’s Staff, a Department that has been referred to as the Chief Executive Officer’s Staff since August 2018. As of July 2019, he has been appointed Head of the Structure in charge of Sustainability Report.

Since 27 April 2022, he has been Director and Chairman of the Board of Directors of Rai Way S.p.A..

Aldo Mancino

Riccardo Delleani

Annalisa Raffaella Donesana

Roberta Enni

Barbara Morgante

Umberto Mosetti

Donatella Sciuto

Paola Tagliavini