A
hundred and eleven rich and fruitful years of the
conglomerate that was the heartbeat of Italy's
industrialisation finally came to an end yesterday in
Turin as Fiat S.p.A. was formally carved up and the new
Fiat Industrial entity named its board.
A single line press
released issued in Turin attributed to the names of the
new "Fiat" and "Fiat Industrial" entities formed from
the breaking up of the Fiat Group spelt the end of an
amazing fairytale story that began on July 11, 1899 when
Fiat S.p.A. (Fabbrica Italiana Automobili Torino) was
incorporated by Giovanni Agnelli. "Today, the Deed of
Demerger for the partial proportional demerger of Fiat
S.p.A. to Fiat Industrial S.p.A. was executed," read the
simple press release that signaled the end of one of the
most famous and longest chapters in pioneering
industrial history worldwide.
The
final conclusion to the year-long story of the splitting
into two seperate entities of the Fiat Group got
underway last Monday morning when the Borsa Italiana
issued notification of the admission of Fiat Industrial
ordinary, preference, and savings shares to be listed on
the MTA Italian Stock Exchange with an inaugural board
of directors also named: Sergio Marchionne (Chairman),
Alberto Bombassei, Gianni Coda, John Elkann, Robert
Liberatore, Libero Milone, Tommaso Padoa-Schioppa,
Giovanni Perissinotto and John Zhao. The new board will
take office on January 1 and its term of office will
expire on the date of the general meeting of
shareholders called to approve the 2011 financial
statements.
Fiat
Industrial willnow increase its share capital by
€1,913,178,892.50 through the issue of 1,092,247,485
ordinary shares, 103,292,310 preference shares, and
79,912,800 savings shares, having a par value of €1.50
each, to be allotted to the shareholders of Fiat S.p.A.
on the basis of one share in Fiat Industrial S.p.A. for
each share of the same class already held in Fiat S.p.A.
The Demerger will also result in the share capital of
Fiat S.p.A. being reduced by €1,913,178,892.50.
Consequently, as of 1 January 2011, the share capital of
Fiat S.p.A. will be equal to €4,464,084,082.50, fully
subscribed and paid in, consisting of 1,092,247,485
ordinary shares, 103,292,310 preference shares, and
79,912,800 savings shares, having a par value of €3.50
each, whereas the share capital of Fiat Industrial will
be equal to €1,913,298,892.50, fully subscribed and paid
in, consisting of 1,092,327,485 ordinary shares,
103,292,310 preference shares, and 79,912,800 savings
shares, having a par value of €1.50 each.
Directors
of Fiat Industrial S.p.A.
Sergio
Marchionne (Chairman).
Mr. Marchionne holds a
Bachelor of Laws from Osgoode Hall Law School of York
University in Toronto and an MBA from the University of
Windsor. He was appointed Chief Executive Officer of
Fiat S.p.A. in June 2004 (where he has served as a Board
member since 2003), of Fiat Group Automobiles S.p.A. in
February 2005 and of Chrysler Group LLC in June 2009.
Mr. Marchionne was appointed Chairman of CNH Global N.V.
in April 2006 and of SGS S.A. in March 2006 (where he
had served as CEO from February 2002). In May 2010, he
joined the Board of Directors of EXOR S.p.A. Mr.
Marchionne is also a current member of the Board of
Philip Morris International Inc. and served as
non-executive Vice Chairman and Senior Independent
Director of UBS from 2008 until April 2010. From 1983 to
1985, he worked as an accountant and tax specialist for
Deloitte & Touche in Canada. From 1985 to 1988, he was
Group Controller and then Director of Corporate
Development at Lawson Mardon Group of Toronto. In 1989
and 1990, Mr. Marchionne served as Executive Vice
President of Glenex Industries. From 1990 to 1992, he
was Vice President of Finance and Chief Financial
Officer at Acklands Ltd. From 1992 to 1994, also in
Toronto, he held the position of Vice President of Legal
and Corporate Development and Chief Financial Officer of
the Lawson Group, which was acquired by Alusuisse Lonza
(Algroup) in 1994. Between 1994 and 2000, he covered
various positions of increasing responsibility at
Algroup, headquartered in Zurich, until being appointed
Chief Executive Officer. He then went on to head the
Lonza Group Ltd., following its demerger from Algroup,
first as Chief Executive Officer (2000-2001) and then as
Chairman (2002).
Alberto Bombassei (Director).
Mr. Bombassei is Chairman
and Chief Executive of Brembo S.p.A., which was founded
by his father and uncle in 1961. In 2003, he received an
honorary degree in Mechanical Engineering from
Università degli Studi di Bergamo. He also serves as a
board member of: Italcementi S.p.A., Atlantia S.p.A.,
Pirelli & C. S.p.A., Ciccolella S.p.A., and N.T.V. -
Nuovo Trasporto Viaggiatori S.p.A. Since May 2004, Mr.
Bombassei has been Vice President of Confindustria for
Industrial Relations, Social Affairs and Welfare. From
June 2001 to May 2004, he served as President of
Federmeccanica. Formerly, he was Chairman of N&W Global
Vending S.p.A. and a member of the Board of Directors of
Credito Bergamasco S.p.A.
Gianni
Coda (Director).
Mr. Coda holds a degree
in Mechanical Engineering. In March 2008, he was
appointed Chief Executive Officer and General Manager of
Fiat Group Purchasing S.r.l. He joined the Fiat Group in
1979 as Head of Purchasing for Foundry Machinery and
Plant at Teksid. Mr. Coda subsequently held positions of
growing responsibility at Fiat Allis, Fiat Geotech and,
in 1992, he was appointed as Vice President Tractor
Production and assigned responsibility for the
integration of Fiat and Ford New Holland into the
newly-established Agricultural and Construction
Equipment Sector. In 1993, he became a Vice President of
New Holland’s Agricultural Machinery division with
responsibility for engineering, manufacturing and
purchasing. He headed Fiat Ferroviaria from 1996 until
1999, at which time he was assigned responsibility for
Fiat Auto’s Latin American operations. In 2002, Mr. Coda
was appointed head of the Fiat/Lancia/Light Commercial
Vehicles business unit of Fiat Auto and, in 2004, became
head of Purchasing for Fiat Auto. In July 2006, he was
also assigned responsibility for Group Purchasing
Coordination at Fiat S.p.A. and, at the same time,
became a member of Fiat’s Group Executive Council.
John
Elkann (Director).
Mr. Elkann holds a degree
in Management Engineering from Politecnico di Torino. He
was appointed Chairman of Fiat S.p.A. in April 2010,
where he had served as Vice Chairman since 2004 and
board member since December 1997. Mr. Elkann is also
Chairman of EXOR S.p.A. and Giovanni Agnelli & C.
S.a.p.az. In addition, he serves as Chairman of Itedi
and Editrice La Stampa and is also on the boards of RCS
MediaGroup, The Economist Group and Banca Leonardo.
While at university, he worked at various Fiat Group
companies in the UK and Poland (manufacturing), as well
as France (sales and marketing). The formal start to his
career was in 2001, when he joined General Electric as a
member of Group Audit, with assignments in Asia, the USA
and Europe. Mr. Elkann is a member of the Executive
Board of Confindustria and the Italy-China
Foundation. He also serves as Vice Chairman of the
Italian Aspen Institute and the Giovanni Agnelli
Foundation.
Robert
Liberatore (Director).
Mr. Liberatore holds a
Bachelor of Science in Foreign Service from Georgetown
University. He joined GMF - The German Marshall Fund of
the United States, an American public policy institute
dedicated to promoting greater cooperation and
understanding between North America and Europe, as a
Senior Transatlantic Fellow in 2008. He is a director of
the National Democratic Institute, Atlantic Council,
Federal City Council and Chairman of the Board of
Directors of the Faith and Politics Institute. From 1972
to 1975, he was an assistant treasurer and international
corporate loan officer at Chase Manhattan Bank in New
York and Kingston, Jamaica. From 1975 to 1979, he served
as legislative director for Senator Floyd Haskell. Mr.
Liberatore joined Chrysler Corporation in 1985 after 10
years working on Capitol Hill, including 4 years (from
1979 to 1984) as staff director for Senate Leader Robert
C. Byrd. In 1993, he was appointed Head of Global
External Affairs and Public Policy for DaimlerChrysler,
which he left in 2007. In early 2010, Mr. Liberatore
served as consultant for Institutional Affairs for
Chrysler Group LLC.
Libero
Milone (Director).
Mr. Milone underwent his
formal education and professional training in the
Netherlands and United Kingdom. Since April 2008, he has
been Senior Advisor and Honorary Chairman of Protiviti,
the global consultancy firm specialized in corporate
governance and risk management. Since April 2010, he has
been Chairman of Jobnet S.p.A., a personnel management
and recruitment company. Since September 2010, he has
been Chairman of the Compliance Program Supervisory Body
of Weather Investments S.p.A. and, since May 2008, a
member of the Audit Committee for the UN’s World Food
Program. Mr. Milone began his professional career in
1975 with Deloitte & Touche in Italy, where he became an
Audit Partner in 1984. He went on to become head of
Human Resources for Italy, then Europe (1990-1996) and
moved to New York as Managing Director of Human
Resources Worldwide from 1998 to 2003. From 2003 to
2007, he served as Chairman and Managing Partner of
Deloitte & Touche Italia and, during the same period,
was also a member of Deloitte & Touche’s Global Board
and Governance Committee. In 1975, he qualified as a
Chartered Accountant of England and Wales, a
qualification recognized in Italy by Consob in 1983,
becoming a Fellow in 1981. Since 1995, he has been
entered in the Register of Auditors in Italy and, since
2008, he has been a member of NedCommunity, the Italian
association of independent directors.
Tommaso Padoa-Schioppa (Director).
Mr. Padoa-Schioppa is a
graduate in Business from the Università Bocconi in
Milan and holds a Master of Science from the
Massachusetts Institute of Technology (Boston, USA). He
is President of Notre Europe (Paris), the European
research institute established by Jacques Delors in
1996, as well as serving as Chairman of Promontory
Europe and of the Board of Trustees of the IFRS
Foundation. He is also an advisor to the Prime Minister
of Greece. He has been a member of the Group of Thirty
since 1979. Mr. Padoa-Schioppa served as Italy’s Finance
Minister from 2006 to 2008 and until May 2008 was
President of the IMF’s International Financial and
Monetary Committee. From 1998 to 2005, he was also on
the Executive Committee of the European Central Bank. He
previously served as President of Consob, the Italian
stock exchange regulator (1997-1998), Deputy Director
General of the Bank of Italy (1984-1997); and EC
Director General for Economic and Financial Affairs
(1979-1983). He was also Joint Secretary of the Delors
Committee for European Economic and Monetary Union
(1988-1989); President of the EC’s Banking Advisory
Committee (1988-1991), the ECB’s Working Group on
Payment and Settlement Systems (1991-1995), the Basel
Committee on Banking Supervision (1993-1997), the
European Regional Committee of the International
Organization of Securities Commissions (1997-1998),
FESCO (1997-1998), and the G10 Committee on Payment and
Settlement Systems (2000-2005).
Giovanni Perissinotto (Director).
Mr. Perissinotto holds a
degree in Business Administration from Università degli
Studi di Trieste. He joined Assicurazioni Generali in
1980 and worked for several Generali Group companies
abroad until he returned to Trieste in 1988. He was
appointed General Manager of Assicurazioni Generali
S.p.A. in 1998 and Chief Executive in 2001. He is
Chairman of the Supervisory Board of Generali
Investments S.p.A. and is a director of several
companies in the Generali Group (including, Banca
Generali S.p.A., of which he is Chairman, Alleanza
Assicurazioni S.p.A., INA Assitalia S.p.A., Toro
Assicurazioni S.p.A., Participatie Maatschappij
Graafschap Holland N.V., Transocean Holding Corporation,
Generali France S.A. and Generali España Holding
Entidades de Seguros S.A.) and several companies outside
the Generali Group, including Pirelli & C. S.p.A. Mr.
Perissinotto is also a member of the Steering Committee
of Assonime (the Italian association of joint
stock companies), as well as a member of the Executive
Committee of ANIA. Lastly, Mr. Perissinotto is a member
of the Advisory Board of SDA Bocconi School of
Management and served as a member of the Management
Board of Intesa Sanpaolo S.p.A.
John Zhao (Director).
Mr. Zhao holds
a Bachelor’s degree in Physics from Nanjing University,
an MBA from the Kellogg School of Management at
Northwestern University and dual Master’s degrees in
Electric Engineering and Physics from Northern Illinois
University. He is Founder, CEO and Managing Director of
Hony Capital Limited, established in 2003.Prior to
launching Hony Capital, Mr. Zhao held numerous positions
as chairman and chief executive. He was CEO of eGarden
Ventures, CEO of Infolio Inc., Chairman and CEO of Vadem
Ltd. and General Manager of U.S. Robotics. Mr. Zhao
continues to serve as Vice President of Legend Holdings,
parent of Lenovo, which acquired IBM’s personal computer
business.