A meeting of the Board of Directors of Beni Stabili on December 15, 2010, approved the decision to exercise the option of converting to the special SIIQ (Società di Investimento Immobiliare Quotata) regime for the Parent Company, Beni Stabili SpA, and the option of converting to the SIINQ (Società di Investimento Immobiliare Non Quotata) regime in the case of the subsidiaries, ImSer 60, RGD and New Mall.
Conversion will be effective from the 2011 fiscal year.
As part of its portfolio development strategy linked to the Company's conversion to a SIIQ, Beni Stabili has also purchased two shopping centers (Beinasco and Nerviano, with a total value of approximately 104 million) out of the three currently owned by RGD, by repurchasing the investment in this company held by Immobiliare Grande Distribuzione ('IGD').
The third shopping center owned by RGD (Ferrara 'Darsena', with a value of approximately 44 million) will continue to be 50-50 owned with IGD. Beni Stabili's net outlay will be approximately 55 million.
The Board also proceeded to elect Prof. Enrico Laghi as the Company's new Chairman, and coopted Mr. Jean Laurent on to the Board to replace Mr. Charles Ruggieri, who resigned on November 15, 2010.
Beni Stabili notes that Prof. Enrico Laghi, who is currently a Director of the Company, also has the role of 'independent' within the Board, pursuant to the Consolidated Finance Act and the Company's Corporate Governance Code. As Chairman of the Board, Prof. Laghi is also a member of the Company's Executive and Investment Committee, which he chairs.
With regard to election of the Chairman, having examined this specific case and applying the 'substance over form' principle, as recommended by Borsa Italiana in application criteria 3.C.1 of the Corporate Governance Code, the Board deems that Prof. Laghi's assumption of the role of Chairman does not imply that he no longer qualifies as independent, considering also that, in accordance with the Company's existing corporate governance arrangements, the Chairman does not have executive powers.
The Board has, therefore, concluded that Prof. Enrico Laghi continues to qualify as independent, as previously decided during the Board meeting of March 29, 2010, also based on the high ethical and professional standards shown during his period in office, which enable him to exercise independence of judgment.
In checking the correct application of the assessment criteria and procedures adopted by the Board in evaluating the independence of its members, the Board of Statutory Auditors is in full agreement with the Board's conclusions and has endorsed Prof. Laghi's election.
Source: Beni Stabili