Marcolin: financial year 2004 balance sheet approved
The first extraordinary and ordinary meeting of Marcolin SpA shareholders was held on April 28 and was chaired by Giovanni Marcolin Coffen.
The Shareholders' extraordinary meeting resolved to amend article 15 of the Statute by increasing the minimum number of members of the Board of Directors from 3 to 8 and the maximum number from 9 to 16.
The Shareholders' ordinary meeting approved the balance sheet for financial year 2004 and confirmed the results as set out in the draft balance sheet approved by the Board of Directors on March 18, 2005. In brief, during financial year 2004, the lead company, Marcolin SpA, had income from sales of 98.4 million euros (+15% compared to 2003) and an operating result of 1.7 million euros (against a loss of 6.1 million euros in 2003). Consolidated billings for financial year 2004 stood at 173.2 million euros (+10% compared to 2003) with a net result of approximately 1.2 million euros (against a loss of 4.2 million euros recorded in 2003). In compliance with the proposal put forward by the Board of Directors, net income for the year was allocated in its entirety to reserves.
The Shareholders' ordinary meeting also appointed the new Board of Directors, composed of 12 directors, and the new Board of Auditors; the relevant remuneration was also approved. The new Board of Directors appointed by the shareholders is composed of Giovanni Marcolin Coffen, Diego Della Valle, Cirillo Coffen Marcolin, Emilio Macellari, Maurizio Coffen Marcolin, Carlo Montagna, Antonio Bortuzzo, Luigi Abete, Maurizio Dallocchio, Maurizio Boscarato, Emanuele Alemagna and Matteo Tamburini.
The composition of the administration body reflects the new corporate structure which was determined by the public share offer promoted by the Marcolin family and by brothers Diego and Andrea Della Valle through Ddv Partecipazioni Srl and Adv Partecipazioni Srl (the companies controlled by them); their shares were syndicated in a paracorporate agreement representing 70.872% of the capital stock in Marcolin SpA. Specifically, the Marcolin family and the Diego and Andrea Della Valle are equally represented on the new Board of Directors.
Giovanni Marcolin Coffen and Diego Della Valle were elected President and Vice President, respectively, of the Board of Directors.
During the aforementioned meeting, external auditors PricewaterhouseCoopers SpA were also re-appointed for the three-year period 2005/2007.
After the Shareholders' meeting, an ordinary meeting of the Board of Directors was also held and included the appointment of the Chief Executive Officers and the conferment of their powers. Directors Cirillo Coffen Marcolin and Maurizio Coffen Marcolin were delegated ample powers of management which are essentially unchanged. Powers were also delegated to the President and to Director and General Manager Antonio Bortuzzo. Also appointed were non-executive directors Diego Della Valle, Emilio Macellari, Carlo Montagna; independent non-executive directors Luigi Abete, Maurizio Dallocchio, Maurizio Boscarato, Emanuele Alemagna and Matteo Tamburini.
The new Internal Control Committee is composed of Emanuele Alemagna (President), Carlo Montagna and Maurizio Boscarato, and the new Remuneration Committed is composed of Maurizio Dallocchio (President), Emilio Macellari and Emanuele Alemagna.
The resolutions made today by the corporate bodies will take effect after the amendments to the Statute approved at the Shareholders' meeting have been recorded in the Register of Companies.
Marcolin SpA is continuing with the process of changing to the new Ias/Ifrs international accounting principles. The work currently underway will determine the impact on finances and assets with regard to financial statement 2004. The results will be examined by the external auditors with the aim of adopting the new principles under the terms of the regulations.
