The Sustainability Committee is currently composed of four directors, three of whom are non-executive and independent.
Francesco Caltagirone Jr. | Executive Director, Chief Executive Officer and Chairman
Born in Rome on 29 October 1968, he began his entrepreneurial career in the family business at the age of 21. After 6 years of experience in the construction sector, he joined Cementir in 1995 and has been appointed Group Chairman in 1996. His entrepreneurial vision has led the internationalization of Cementir through targeted and profitable acquisitions and investments, by transforming it from an Italian domestic company to a multinational Group with operations in 18 countries and 5 continents, a diversified business portfolio and a multicultural workforce.
Francesco Caltagirone is CEO of Cementir Holding N.V, Chairman of the Board of Cementir Holding N.V., CEO of Aalborg Portland Holding A/S, Chairman of Aalborg Portland España S.L, Chairman of Globo Cem S.L., Chairman of Cementir España S.L., Director of Caltagirone S.p.A., Vice Chairman of Caltagirone Editore S.p.A., Director of ICAL S.p.A. (Immobiliare Caltagirone S.p.A.), Director of Finanziaria Italia S.p.A., Sole Director of Pantheon 2009 s.r.l., Sole Director of Alberone 2009 s.r.l., Owner of Chupas 2007 s.r.l. and Member of the General Council of Assonime.
Adriana Lamberto Floristan | Non Executive Director - Independent
Born in Pamplona (Spain) on 11 September 1973, in 1996 she graduated in law at the Universidad de Navarra in Spain. In 1998 she obtained an LL.M. in International and European Trade Law at the University of Leicester in England. In 1999 she became a lawyer in Spain and after, in 2001, in Italy where she later attended the Master in Capital Markets and Financial Institutions Laws and Regulation at the University of Milan. She worked as a lawyer in the Corporate and M&A sectors of prestigious international law firms and she is holding important positions in Italian and European networks of institutional investors involved in active engagement with corporations to enhance a sustainable development. In 2023 she obtained the certification from the Polytechnic of Milan in ESG Analysis and Investing, a relevant certification on ESG matters for professionals in the sector and followed the training course "The Effective Board" organized by Nedcommunityg.
- Non Executive Director and Member of the Sustainability Committee, Audit Committee and Remuneration and Nomination Committee of Cementir Holding N.V.
- Vice Chairwoman of Etica Sgr S.p.A.
Benedetta Navarra | Non Executive Director - Independent
She graduated cum laude in Economics and Commerce from the LUISS – Guido Carli University in Rome and in Law from the “La Sapienza” University in Rome. She then attained the titles of Lawyer, Chartered Accountant and Auditor.
She has acquired considerable experience in the corporate law, banking and financial market sectors.
She has accrued significant experience in managing, also out-of-court, company crises, in project financing, securitisation of bank credits and the responsibility of intermediaries when providing investment services, also during penalty procedures adopted by the Supervisory Authority.
She has a specific knowledge and experience: in the preparation and auditing of annual accounts - gained through the appointment, in the last decade, to several management and control bodies of industrial companies, banks and financial legal industries, also listed; in ESG topics – gained through the appointment to several management and control bodies of industrial companies, banks and financial legal industries, also listed and – moreover – the constant participation to ESG Committees of the same companies. ESG topics have also been deepened within the universitary activity.
She assisted the Ministry of Economy and Finance with the privatisation of Banca Nazionale del Lavoro, Mediocredito Centrale – Banco di Sicilia, Credito Industriale Sardo, Cassa Depositi e Prestiti.
She has held important national and international positions as a member of the Board of Directors, even in listed companies (Yapi Kredi Bankasi; Koc Financial Service; Yapi Kredi Sigorta), member of Supervisory Board (UniCredit Bank Czech Republic and Slovakia, a.s., Ukrsotsbank PJSC), of Chairperson or member of the Board of Statutory Auditors (Poste Italiane S.p.A., Equitalia S.p.A., CDP Reti S.p.A., Buddy Bank S.p.A., Guala Closures S.p.A., Italo S.p.A., Isola dei Tesori S.r.l., DMO Pet Care S.r.l.; LVenture Group S.p.A., Sviluppo HQ Tiburtina S.r.l.) and as a member of the Supervisory Body (CDP Reti S.p.A., LVenture Group S.p.A., Promo.ter Roma).
She currently chairs the Board of Directors of Italgas S.p.A., standing member of the Board of Statutory Auditors of Unicredit S.p.A., standing member of the Board of Statutory Auditors of Mundys S.p.A. (formerly Atlantia S.p.A.), member of the Board of Directors of Aeroporti di Roma S.p.A., member of the Board of Auditors of Fondazione Telethon, and is Chair of the Supervisory Body of Equitalia Giustizia S.p.A. and member of the Supervisory Body of ConfCommercio enterprises for Italy province of Roma Capitale.
Annalisa Pescatori | Non Executive Director - Independent
Born in Rome on 20 July 1964, she graduated with honors in law from the University of Rome La Sapienza and in 1991 she passed the bar exams at the Court of Appeal of Rome. She is currently Equity Partner of Grimaldi Alliance. Over the years of professional activity, she gained consolidated experience in particular in the field of corporate, financial, regulatory and corporate governance issues. She started her career in I.M.I. – Istituto Mobiliare Italiano S.p.A., Rome where she followed, since the beginning, the privatization process and she dealt also with Japanese markets.
From 2015 until 2022 she held the position of independent director of Banca Generali S.p.A, as well as Chairman of the Credit Committee and member of the Control and Risks and Appointment Governance and Sustainability Committee.
- Independent Director and Chairman of the Remuneration Committee of Ream SGR p.a..
- Non-Executive Director of innovative-RFK S.p.A.
- Non-Executive Independent Director of Newton S.p.A.
- Non-Executive Independent Director of Optimares S.p.A.
Purpose and responsibilities of the Sustainability Committee
The Sustainability Committee prepares the decision-making process of the Board of Directors in formulating and implementing a strategy in line with a view on long-term value creation by Cementir Holding N.V. and its subsidiaries, regarding the development and promotion of a healthy, safe and secure environment for the Company’s stakeholders as well as the sustainable development and social responsibility and prepares any related decision-making at the Board level.
The main task of the Sustainability Committee is to develop a Group Sustainability Strategy.
The Sustainability Committee shall:
- assist and advise the Board on its supervision of the Group’s policies, programs and related risks, concerning sustainability matters, (including, but not limited to) sustainability matters related to public issues of significance to the Group and its stakeholders that may affect the Group’s business, strategy, operations, performance or reputation;
- receive regular reporting from any subsidiaries’ Sustainability Committees and the Sustainability Working Group to respectively collect any required information and provide requested insights and advice to the Board;
- provide regular reporting to the Board;
- act under any authority delegated by the Board relating to global and local sustainability matters, including with respect to setting out, monitoring, evaluating and reporting on policies and practices, management standards, strategy, performance and governance;
- review and approve goals and guidelines for environmental, social and governance compliance, aligned with Group’s commitments and legal requirements;
- review, discuss and propose the Group’s sustainability initiatives and engagement;
- assist in the Board’s supervision of risks relating to sustainability matters overseen by the Sustainability Committee;
- review, assess and make recommendations:
- to the Board as to the Group non-financial reporting and annual sustainability report;
- to the Board and to other Group bodies such as subsidiaries’ Sustainability Committee and/or Group Management Team regarding any sustainable development policy, including overall strategy or specific guidelines, management standards, key performance indicators of the Group relating to sustainability-related issues with the aim of ensuring that Group’s policies and procedures are in line with best practice;
- to the Board and to other Group bodies such as the Remuneration Committee on sustainability-related targets for management incentives at Group, regional and BU level;
- recommend to the Board health and safety targets for the Company and the Group;
- support the development of a health and safety culture in the Company and the Group also through its management;
- annually provide reports of its actions to the Board and make recommendations to the Board and to other Group bodies as it considers appropriate;
- review and reassess the adequacy of this Charter and recommend to the Board any improvements to the Charter that the Sustainability Committee considers necessary or appropriate;
- undertake such other responsibilities or tasks within sustainability matters as the Board may delegate or assign to the Sustainability Committee from time to time.