GOVERNANCE

SHAREHOLDERS

Covivio S.A. maintains control of Central Sicaf with 51% of the shareholding and also provides for the property management and administrative services. Two foreign institutional investors control the remaining shares: EDF (24,50%) and PREDICA (24,50%).

THE GOVERNANCE SYSTEM

Central Sicaf’s governance system adopts the traditional administration and control system based on the functional articulation of three independent entities, with the aim of achieving maximum efficiency and the absence of conflicts of interest:

  • Board of Directors
  • Remuneration Committee
  • Investment Committee

GOVERNANCE STRUCTURE

The Board of Directors is composed of 9 members appointed on 9 April 2020 who will remain in office for two financial years and specifically until the shareholders’ meeting called to approve the financial statements as for 31 December 2021. • O. Estève (Chairman) • M. Bignami (CEO) • A. Dal Pastro (Director) • D. Percoco (Indipendent Director) • M. Leone (Indipendent Director) • P. Berrin (Director) • A. Gosselin (Director) • M. Arlot (Director) • E. Chabas (Director)
On 09 April 2020 the Remuneration Committee was established, currently composed of 3 members. • D. Percoco (President) • A. Gosselin • M. Arlot
On 9 April 2020 the Investment Committee was also set up, with an advisory function, pursuant to the Articles of Association. • B. Pivetta • C. Vaccaro • H. Grimaldi
The Single-Supervisory Body was established, with a duration equal to that of the mandate of the Board of Directors. • M. Dell’Antonia
Board of Statutory Auditors consists of: • M. Bortolomiol (President) • E. Rollino (Standing Auditor) • B. Cavalieri (Standing Auditor) • C. Mione (Alternate Auditor) • F. Rossi (Alternate Auditor)
The company has adopted a model of organisation of management and control pursuant to Legislative Decree 8 June 2001, n. 231 (Organisational Model 231) which was adopted on 28 July 2017. The Organisational Model 231 consists of a general section, a special section, as well as the sanctions system.
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COMMUNICATION PURSUANT TO ARTICLES 3, 4, 5 OF REGULATION (EU) 2019/2088 (the “SFDR”)

Introduction and definitions
The purpose of this communication is to illustrate the choices made by the Company as expressly required by Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 (so-called “SFDR”) on sustainability disclosure in the financial services sector with reference to:
information about the policies on the integration of sustainability risks adopted by the Company in its investment decision-making processes and in the provision of advisory services (Art. 3 SFDR);
information in case the Company takes into account or does not take into account the main adverse effects of investment decisions on sustainability factors (Art. 4 SFDR);
information on how the Company has aligned its remuneration policy with the sustainability risk management objectives (Art. 5 SFDR).

TRANSPARENCY OF SUSTAINABILITY RISK POLICIES
Central Sicaf aims to comply with the global framework for sustainable development defined on 25 September 2015 by the United Nations General Assembly by directing its investment choices towards sustainable development goals.
Central Sicaf applies the Enviromental, Social and Governance principles and criteria adopted by Covivio, as outlined in the Covivio ESG Strategy adopted by the latter and accessible via the link.
In carrying out its activities, taking into account its own characteristics and those of its owns real estate portfolio, the Company is carrying forward the process of adhering to the principles of responsible finance and approaches its activity as management company by promoting, where possible, and adopting gradual metrics that take into account the impacts in ESG terms, with particular regard to the quality, characteristics and preservation of its real estate portfolio.

In this regard, the Company has adopted a risk policy that will be subject, from time to time, to updating and evolution, also in terms of the risk model, also taking into account the aforementioned ESG profiles (as well as the legislation, also regulatory, applicable), considering and in accordance with its own characteristics, also in terms of management policies, the size and nature of the real estate portfolio.

NEGATIVE EFFECTS ON SUSTAINABILITY AT THE SUBJECT LEVEL
With regard to how the Company takes into account the potential negative effects of its investment decisions on ESG sustainability factors (Art. 4 of EU Regulation 2019/2088), the Company decided to adopt an ‘explain’ approach with reference to the consideration of the main negative effects of its investment decisions on ESG sustainability factors.
In this regard, the Company reports that, so far, the management policy guidelines do not envisage the execution of investments.

In addition to the foregoing, the Company also represents that, at the present time, it is not possible to identify, prioritise and, therefore, objectively measure the main negative effects of its investment decisions, should they occur, on sustainability factors (i.e. environmental, social and personnel issues, respect for human rights and issues relating to the fight against active and passive corruption), given the lack of precise indicators and metrics through which to verify the degree of likelihood of their occurrence, as well as their intensity and possible irremediable nature.

In view of the foregoing, the Company reserves the right to consider a different approach in this matter should the management policy in terms of investment change and, at the same time, should the necessary regulatory and interpretative clarifications occur.
The Company will provide timely updates on this aspect.

MANAGEMENT

Marco Bignami is the CEO of Central Sicaf S.p.A He majored in industrial engineering and graduated from Politecnico (Milan). He also attended SDA Bocconi where he got a master’s degree in Real Estate. Mr. Bignami has now a multi-year career in real estate. Marco has worked for Beni Stabili SIIQ (now Covivio) since 2007 and he has taken up a new position as Head of Business Development starting from 2009. He deals with divestment of mature or non-strategic assets as well as asset acquisition to increase the profitability and quality of the company’s investment portfolio. He was CEO of Beni Stabili Real Estate Advisory S.r.l. (now Covivio) and he oversaw the management of special projects. He was also CEO of Npls Re Solutions a joint-venture between Beni Stabili SIIQ (now Covivio) and Gruppo Gabetti to supervise and salvage Non-Performing Loans from November 2013 to July 2015. Prior to this, Marco worked for Aedes S.p.a dealing with real-estate development and the company’s joint-ventures.
Head of Treasury and Finance, Paola joined the Beni Stabili Group (now Covivio) after other tasks in different industrial companies. She has a strong expertise in banking and loan management within the real estate market.