Governance Structure
Board of Directors
Cristiano Alessandro Crippa
After obtaining a technical-commercial diploma, he completed an AUC (Reserve Officer Cadet) course. Since 1992, following his military service, he contributed to the establishment and development of the Issuer, in which he holds the position of Chairman of the Board of Directors. Since 2018 to May 2022, Cristiano had held the position of Managing Director of DA-TOR S.p.A., an Italian mechanical engineering company specialising in components for the hydraulics sector.
Roberto Alessandro Crippa
Having graduated in Chemical Engineering from the Milan Polytechnic, he started working at the Issuer in 2002, initially in product development and later as author and co-author of several international patents. He has been a director of the Issuer since 1999. Since 2018 to May 2022, Roberto had held the position of Managing Director of DA-TOR S.p.A., an Italian mechanical engineering company specialising in components for the hydraulics sector. In 2019, Roberto was named among the “Top 100 Italian managers” by the prestigious Forbes magazine. He is Vice Chairman of the Board of Directors of the issuer.
Stefano Felici
He holds a degree in Engineering from the Milan Polytechnic and a PhD in Electronic Engineering. He has gained significant experience in the semiconductor sector. From 1999 to 2003, his position with the Issuer was director of research and development and from 2003 to 2007 as director of process and product development. From 2007 to 2015, he held the office of general manager of Technoprobe America, heading sales and operations in the US market, of which he is the legal representative as of the Date of the Admission Document. Since 2018, he has held the position of director of Technoprobe Japan. Since 2019, he has been a director of Microfabrica and Technoprobe Suzhou (having held the office of legal representative in the latter until 2021). Since 2021 he has been a director of Technoprobe Korea and Chief Executive Officer of the Issuer.
As Chief Executive Officer, he holds the usual operational, managerial and financial powers.
Giulio Sirtori
After graduating from high school, from 1986 to 1991 he was operations coordinator for the congress centre at Palazzo delle Stelline in Milan. From 1996 to 2000 he held the position of Director of the Lariano Economic Productive Events Structure. From 2000 to 2007 he was Managing Director of Lecco Terziaria S.r.l. and General Secretary of the Lucca Trade Association. From 2007 to 2008 he was Deputy Secretary General of the Union of Commerce, Tourism, Services and Professions of the province of Lecco. Since 2008 he has held the position of Director of Confindustria Lecco and Managing Director of Union Service S.r.l. and since 2015 he has been General Manager of Confindustria Lecco and Sondrio. He has held and continues to hold directorships in several corporations. He is independent and non-executive director of the issuer.
Paolo Enrico Dellachà
Paolo Enrico Dellachà holds a master’s degree in Electronic & Management Engineering from the Milan Polytechnic and joined the Group in June 2009 as General Manager. He was appointed Chief Executive Officer in December 2010 and since then has led the Group in its organic expansion and evolution, as well as in several significant transactions, including the formation of the joint venture with ThyssenKrupp (he is currently Deputy Chairman of the Supervisory Board of ThyssenKrupp Nucera – he has been Chairman of the Shareholder Board from 2018 to 2021) and the acquisition of several companies in both Electrode Technologies and Water Technologies businesses. In 2017 he has led the entry of the private equity fund Blackstone in the capital of De Nora as minority shareholder, and in 2020 the exit of Blackstone and the entry of Snam, Italian gas infrastructure company engaged in energy transition, always as minority shareholder. In 2022 he has led the IPO of De Nora. Before joining the Group, he was General Manager of Sympak Group (processing & packaging technologies for the food industry), where he worked for nine years. Prior to Sympak, he worked in Romaco Group (processing & packaging technologies for the pharmaceutical industry), where he held several positions and ended as General Manager of Romaco Unipac S.p.A. He is independent and non-executive director of the issuer.
Elisabetta Cugnasca
Graduated in Economics and Business at the Commercial University L. Bocconi with an address in “Business Administration”, she obtained the “International Director Programme” at INSEAD. She began his professional career in 1999 as senior auditor in Arthur Andersen, in the auditing division but also participating in several projects of the consulting division and in 2001 joined the Autogrill Group where she holds multiple roles: Head of Investor Relation, Head of Group Controlling and Head of Group Internal Audit. After an experience in the Aquafil Group as Deputy CFO since 2022 she is Head of IR in the Interpump Group. In 2015, she was appointed to the Board of Directors of the Parco Tecnologico Padano Foundation and the Investment Committee of Italian Venture I – venture capital fund of CDP Equity – a position she still held. In 2020, she was appointed to the Board of Directors, the Management Control Committee and the Supervisory Board of IW Bank of the UBI Banca Group and the Board of Directors of Be Shaping The Future DigiTech Solution of the Be Shaping The Future Group: these experiences in the financial sector paved the way for the appointment of Zurich Bank to the Board of Directors in 2021 and subsequently to the Chairman of the Risk Committee. For the recognized experience, President of the Italian Investor Relator Association from 2014 to 2020 and now Honorary President. In the university field, she has been a lecturer in Investor Relations and Financial Communication since 2011, beginning his Master of Corporate Finance at SDA Bocconi, currently at the Catholic University and IULM; she has been a lecturer at Borsa Italiana since 2016. She is independent and non-executive director of the issuer.
Susanna Pedretti
Graduated in law from the University of Milan in September 2001 and qualified to practice law since November 2005. She is Founding Partner of Auditability S.r.l. S.B., a consulting firm that deals with “governance, compliance and sustainability”, internal control systems and risk management of industrial and commercial companies, and specializes in the issues of compliance ex D.Lgs. 231/2001 and internal control systems, corporate governance. She is Independent Director of Digital Bros S.p.A., where she also serves as Chairman of the Remuneration Committee and member of the Risk Committee; Fine Foods & Pharmaceuticals N.T.M. s.p.a., where she also holds the role of Chairman of the Risk and OPC Committee, and member of the Remuneration Committee as well as Beewize S.p.A., where she serves as Chairman of the OPC Committee, member of the Risk Committee and the Remuneration Committee. She is member or Chairman in Supervisory Bodies ex D.Lgs. 231/2001. She is independent and non-executive director of the issuer.
Gregory Stephen Smith
Graduated in Electronic Engineering at the University of Pennsylvania in May 1985, he perfected his technical knowledge by attending a Master at the Worcester Polytechnic Institute on phase-locked loop, digital signal processing, state space analysis and computer system design. He began his career at Raytheon Company, first as an engineer and then as a manager, and then at LTX company. He is Chairman and CEO of Teradyne Inc. He is a non-independent, non-executive director of the issuer.
Antonio Sanna
Graduated in Law and in Political Science Economic Address, he has held the roles of manager, General counsel, board counsel, Secretary of the Board of Directors and Compliance Officer at listed companies of the corporate groups Tim Telecom, Aereoporti di Roma, Gemina, Autostrade per l’Italia, and ACEA. From December 2017 to June 2020. He was Head of Risk & Compliance of the Acea Group. From June 2020 Antonio Sanna has been Head of the Legal, Corporate and Corporate Affairs Department of the Acea Group and serves as Secretary of the Board of Directors and up to June 2023 Group Senior Advisory. He is independent and non-executive director of the issuer.
Board of Statutory Auditors
Nadia Fontana
Chairman of the Board of Statutory Auditors
Graduated in Economics at the University of Rome La Sapienza. Qualified as Chartered Accountant, enrolled in the Register of Chartered Auditors and appointed as tax expert by Rome Civil Court. Member of the Commission” Updating and reviewing the principles of conduct of the Board of Statutory auditors of listed companies” of the National Council of Chartered Accountants CNDCEC and Vice-President of the “Board of Statutory Auditors” Commission of the Order of Chartered Accountants of Rome. Until March 2022, partner of the “Studio Tributario e Societario”, tax and law member firm of the international network Deloitte, where she carried out her professional activity with a focus on consulting and assistance in favor of leading Italian and international groups. From 1988 to 2002 she was associate and then partner at Andersen Legal, correspondent, for legal and tax of Arthur Andersen Worldwide. From 1986 to 1988 she carried out PhD at La Sapienza University in Rome at the Chair of Commercial Law. She has achieved extensive experience in corporate matters of listed companies and groups and in both local and international taxation. She has also acquired extensive experience in merger and acquisition transactions, stock market listings and in corporate reorganization and financial restructuring processes as well as in domestic and international tax planning. She has experience in Corporate Governance and has held positions in the field of Control of listed companies supervised by Banca d’Italia and ECB and IVASS. She has developed skills in the analysis of control systems and organizational models, holding positions in supervisory bodies ex D. Lgs. 231/2001. She is a non-executive director, member of CCG and Related Parties Committees at Illimity Bank S.p.A; member of Statutory auditors at Moncler S.p.A, Terna Rete Italia S.p.A and at Belmond Italia group (LVMH group).
Diana Rizzo
Statutory Auditor
Graduated in Economics at the University of Modena in 1982, she is enrolled in the Register of Chartered Accountants, the Register of Official Auditors and Auditors as well as the Register of Experts and Technical Consultants. She is a founding member of the Studio dei Professionisti (with offices in Modena and Sassuolo), where she works. After having gained a wide experience in the field of consulting on budget, tax, business consulting and contracts in general, in recent years has specialized in strategic consulting for industrial companies, rationalization and restructuring of corporate groups, including generational changes, analysis and execution of M&A transactions, as well as extraordinary transactions in general. At the same time, she has specialised in internal controls, risk management, ESG issues and corporate governance of listed companies. She has held and currently holds positions of Chairman of the Board of Statutory Auditors or Statutory Auditor in listed companies, within which she participates in the work of all the board committees.
Edoardo Colombo
Statutory Auditor
Graduated in Economic and Social Disciplines at the Bocconi University of Milan. He is a partner of the auditing company and accounting organization PKF Italia and directs its office in Milan. Its business areas include, in addition to auditing, the preparation of independent accounting opinions, technical advice on IFRS, financial due diligence, independent assessments and revisions of business plans under debt restructuring procedures. Provides administrative and accounting advice to listed and multinational companies. Chartered Accountant and Legal Auditor, he was coordinator of the Scientific Committees and Research Groups of Assirevi and lecturer in Business Valuation at the Bocconi University of Milan.
Roberta Provasi
Alternate Auditor
Graduated in Economics at the Catholic University of Milan in 1991. Since 2015, she has held the position of associate professor of Business Administration (SECS P07) at the University of Milan-Bicocca and since May 2021 she has been qualified in the 13B1-Business Administration sector. She is qualified to practice as a Chartered Accountant and Auditor since 1991 and has been registered in the Register of Statutory Auditors since 2003. She has held and holds various positions as Mayor, Chairman of the Board of Listed and Unlisted Companies and as Statutory Auditor.
Marco Pedretti
Alternate Auditor
Graduated in Business Administration in 2001, he is qualified to practice the profession of Chartered Accountant and to the consultancy in labor matters since 2005 and enrolled in the Register of Statutory Auditors since 2006. He has held and holds various positions as Auditor, Chairman of the Statutory Auditor of Listed and Unlisted Companies and as Legal Auditor.
Committees
Control, Risk & Sustainability Committee
The Committee is charged with the task of supporting the Board of Directors, with consultative and advisory functions, in the assessment and decisions relating to the Internal Control, Risk Management System and ESG liabilities
The Committee comprises three independent directors:
Susanna Pedretti (Chairman), Giulio Sirtori. and Elisabetta Cugnasca
Related-Parties Committee
The Committee is charged with the task of supporting the Board of Directors, with consultative and advisory functions, in relation to transactions with related parties.
The Committee comprises three independent directors:
Antonio Sanna (Chairman), Elisabetta Cugnasca and Susanna Pedretti
Nomination and Remuneration Committee
The Committee is charged with the task of supporting the Board of Directors, with consultative and advisory functions, in the assessment and decisions relating to appointments and remuneration and incentives.
The Committee comprises three independent directors:
Giulio Sirtori (Chairman), Susanna Pedretti and Paolo Enrico Dellachà.
Auditing firm
The shareholders’ meeting of Technoprobe S.p.A. on April 6th 2023, appointed PwC as auditing firm for the financial years 2023-2031.
Lead Independent Director:
Giulio Sirtori
Officer in charge of the preparation of Company accounting documents:
Stefano Beretta
Board Counsel:
Elisa Facciotti