Salcef

Corporate Governance

Board of Directors

Piero Paolo Delprato
Chairman of the Board of Directors and CEO

Engineer with a Master in Business Administration. Since 2006, he has been a shareholder and director of SAYE, which operates as a holding company for investments and services. In 2008, he became a director of OMP Racing S.p.A. (now Racing Force S.p.A.). Since 2019, he has been Chairman of Bell Racing Europe S.A. (now High Protection Systems) and Bell Racing Helmets International WLL (now Racing Force International WLL).

As Chief Executive Officer, he holds a number of operational and managerial powers, relating to relations with banks and personnel management.

Stephane Alexandre Cohen
Executive Director – CO-CEO

From 1986 till today, Stephane Alexandre Cohen acted as CEO, Chairman or Executive Director of his various companies in Europe, Asia and the USA, making him a truly global entrepreneur and business person. He forged in-depth and practical experience in all the aspects of structuring and managing small and medium size companies, from finance, manufacturing, Research & Development, marketing and sales in many different environments and countries.

As Managing Director, he holds a number of powers in the field of business development.

Silvia Portaluri

graduated in maritime and transport economics at the University of Genoa. From 2003 to February 2020 she works as an employee at Maersk Italia S.p.A. covering the following tasks: customer service import agent from 2003 to 2005; customer service import team leader from 2006 to 2011; customer service import/export team leader from 2011 to 2018; customer service import/export manager - global key client from 2018 to February 2020.

From March 2020 to date, she works as an employee at Ocean Network Express company where, from March 2020 to January 2021, she held the position of customer service import team leader. From February 2021 she takes up the position of Customer Service Import Manager.

Alexandros Haristos

Is a Business Manager who started his career in management consultancy in London (UK), where he helped executive directors and top managers of major listed companies with organizational issues. In this context, Alex developed the ability to quickly understand and translate strategies into modelling tools and use them to deliver solutions in a variety of industries. He left consultancy to be an entrepreneur when he was 29 years old, and developed a real estate business and an industrial services company, Dinamo, based in Italy. Leveraging on the experience he had acquired in re-structuring and developing businesse of different nature, alex saw the opportunity of acquiring distressed small businesses with two characteristics: excellent technical know-how, and potential to grow. In 2018, Alex founded Zeronoise, that was then sold to Racing Force Group, of which today he’s Chief Operating Officer and shareholder.

Filippo Salomone

He graduated with honours in 1994 in Economics and Commerce, University of Genoa. In 1994, he qualified as a Chartered Accountant. Since 1997, he has been enrolled in the Register of Technical Consultants of the Court of Genoa for category 03. In 1999, he obtained the qualification of auditor, while in 2008 he was enrolled in the Register of Experts of the Arbitration Chamber for Public Contracts. Since 2010, he has been a member of the National Association of Italian Tax Advisors (ANTI). Since 2011, he is enrolled in the register of experts of the Court of Genoa for the category "Accountants". Thanks to his proven professional experience in commercial law, corporate law, bankruptcy law, tax law, with specific assignments in voluntary and out-of-court settlements, corporate and tax consultancy, tax litigation, he works as Curator with the Bankruptcy Section of the Court of Genoa; Technical Consultant for civil and criminal matters, Technical Consultant for the Court of Genoa and the International Arbitration Chamber of Milan, expert certifier of out-of-court reorganisation plans pursuant to Art. 67, paragraph 3, letter d) of R.D. 267/1942, the so-called Bankruptcy Law, tax defender before provincial and regional tax commissions and regional sections of the Central Commissions, member of the Board of Chartered Accountants and Accounting Experts of Genoa for the period 2013 - 2016 and for the period 2017 - 2021. He has also held a number of academic positions, including contract professor of Bankruptcy Law at the Faculty of Economics and Business of the University of Genoa for the period 1998 - 2001 and contract professor and holder of the course in "Commercial Law" for the degree in "Foreign Languages and Cultures for Business and Tourism" at the Faculty of Languages of the University of Genoa for the period 2001 - 2005. Finally, he is the author of several publications including a paper on "Le operazioni sul capitale delle società per azioni", in Trattato Teorico Pratico delle Società, edited by Prof. Giorgio Schiano di Pepe, ed. Ipsoa, 1999 and a paper commenting on articles 2448 - 2456 of the Italian Civil Code (relating to the dissolution and liquidation of companies). (relating to the dissolution and liquidation of S.p.A.), in Codice Civile Commentato, edited by Guido Alpa and Vincenzo Mariconda, ed. Ipsoa, 2005.

Guido Maria Pedone

He graduated in Law, University of Parma. As a business manager, from December 2019 to date, he worked as partner and non executive director of OMP Racing S.p.A. (now Racing Force), Bell Racing Holdings Sàrl (now Racing Force Holdings Sàrl), Bell Racing Helmets International Wll (now Racing Force International), Bell Racing Europe S.A. (now High Protecion Systems), 2SM Europe S.A; from December 2021 to December 2017, as founding partner and non-executive director of Performa Investments PTE Limited; from September 2010 to March 2017, as founding partner, director and CFO,of Silver Arrows Marine; from May 2007 to December 2011, as founding partner and executive director of GMP Asia Management PTE Limited; from October 2006 to date, as partner and publisher of various motorsport books and corsanews of Milkane Ltd; from 2002 to date, as founding partner and executive director of GMP Consulting LLC; from July 2001 to December 2001, director and fiduciary business consultant of Profida Servizi Fiduciari S.A.

Marco Caneva
Independent Director

Over the last 10 years he has served on the boards of directors of Italian and foreign companies in a variety of sectors, leveraging his international experience in finance, gained in the previous decade at one of the best-known US investment banks where he worked on mergers, acquisitions, equity, debt and hybrid listings. Between 2009 and 2017, he was investment manager of a large Italian family office, which he left to launch his own consulting firm (GBADV ITALIA S.r.l.) providing support to institutional investors in extraordinary finance transactions on the Italian market.

Independent Director pursuant to the combined provisions of Articles 147-ter and 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998, as well as pursuant to Article 3 of the Corporate Governance Code.

Board of Statutory Auditors

Luca Parenti
Chairman of the Board of Statutory Auditor

Graduated in Economics and Commerce from the Free University of Rome (LUISS), he is a Chartered Accountant, Auditor and Honorary Consul of the Republic of Malta for Tuscany and Marche since 2008. Since 1981, he has worked as a freelance consultant for a leading professional firm, providing financial consultancy services for the acquisition of subsidised loans in Italian and foreign currencies, including for the export sector (export-financing). He has been a member of the study group "Osservatorio di Legislazione Economica" as an expert in credit and finance (Chamber of Deputies). He has been a researcher at the Free University of Social Studies (Rome) in the chair of Banking and Professional Techniques. He holds positions as board member and auditor in companies operating in economic sectors at national and international level. He has been a speaker at conferences on specialised topics in the tax and financial sector. He is a contributor to periodical publications on tax and financial issues. He has drafted a specific publication on the subject of subsidised financing. During his career, he has gained experience in the corporate, financial and tax sectors, particularly in the financial services sector where he provides tax and legal advice related to the wealth management sector and special transactions such as assistance in relation to applications for listing on the stock exchange and with national and international institutional investors (private equity funds), acquisitions, mergers and debt restructuring. His activity has also focused on all services related to the internationalisation of companies for tax, contractual, financial and commercial aspects.

Roberto Strumia
Standing Statutory auditor

Graduated in Economics and Commerce on 17 July 1992 from the Faculty of Economics and Commerce of the University of Turin. State examination for qualification as a Chartered Accountant taken in the first session of 1996. Enrolled in Section A of the Register of Chartered Accountants and Accounting Experts for the districts of Ivrea, Pinerolo and Turin at no. 1998 with seniority since 29/10/1996. Entered in the Register of Auditors established by Decree of the Ministry of Justice of 12 April 1995 under no. 111457 - Ministerial Decree 17/12/1999 - no. 100. Registered in the Judge's Register of Technical Consultants. Registered in the Register of Criminal Experts at the Ordinary Court of Turin under the C.p.p. Accredited conciliator at the Piedmont Chamber of Arbitration until 2013. Member of the Arbitration and Conciliation Study Group. Member of the "Local Authorities" and "Social Balance Sheet" Study Group set up by the Order of Chartered Accountants of Turin. Delegate of the Court for real estate executions.

Alessandro Miglio
Standing Statutory auditor

Since 1988, he has been providing accounting, corporate and business consultancy, contractual consultancy, tax consultancy, management control consultancy, in the area of extraordinary transactions, acquisition and disposal of companies and company packages, company and corporate valuations.

Giancarlo Strada
Alternate Statutory auditor

He graduated in economics and commerce in 1978. He has been registered as a chartered accountant since 1980 and in 1995 he joined the register of auditors. He is a founding partner of Studio Professionale Strada Borghetti Cavo e Associati, established in 1992. Within the firm, Giancarlo Strada mainly provides consultancy on corporate and commercial matters, in extraordinary transactions such as mergers, demergers, joint ventures and company valuations. He also coordinates the firm's activities in insolvency and pre-bankruptcy matters, personally collaborating with the Court of Genoa since 1981 as Curator, Judicial Commissioner and Technical Consultant. He has acted as certifier and financial advisor in numerous cases of composition with creditors, restructuring agreements pursuant to art. 82 bis of the Finance Act and reorganisation agreements pursuant to art. 67 of the Finance Act. He works in the field of corporate governance, holding the position of Chairman of the Board of Statutory Auditors, Statutory Auditor or Director in numerous companies, including listed companies included in the FTSE MIB index, operating in the insurance, financial, banking, commercial and industrial sectors. He acts as a Sole Arbitrator and as a member of Arbitration Boards. He is a member of the International Fiscal Association (IFA) and of the Italian Trust Association. From time to time, he also lectures at conferences and training events, mainly on insolvency, corporate and trust matters. He has assisted, by carrying out evaluations and preliminary due diligence and participating in negotiations, in management buy-outs, acquisitions and disposals of numerous packages of shares in companies operating in various sectors. He has assisted in the establishment of OICVR, closed-end investment funds under Italian law and in the preparation of prospectuses prior to the collection of savings from the public, taking care of the preliminary phase with CONSOB and the Bank of Italy.

Enrico Pezzini
Alternate Statutory auditor

Graduated in 2003 in Economics and Commerce at the University of Economics and Commerce of Genoa. In 2008 he became a Chartered Accountant and Auditor, and works in the field of extraordinary operations, tax consultancy, management control, financial statement analysis and commercial law consultancy. Today he holds the position of Sole Director, Statutory Auditor and Auditor in several companies.

Auditors Firm

KPMG S.p.A. with registered office located in Piazza della Vittoria, 15, 16121 Genova (GE), appointed on 14th May 2020, as independent auditing firm for the period 2020-2022.