Governance

BOARD OF DIRECTORS

GHC’s current Board of Directors consists of 11 directors.

INDIPENDENCE CRITERIA FOR ADMINISTRATORS

On 30 April 2021, the board of Directors resolved that four of eleven Directors would qualify as independent on the basis of the information provided by them, both with reference to the provision of art.148, par.3, of the TUF (as recalled by Article 147-ter, par.4, of the TUF), and with reference to the provision of the Corporate Governance regulations promoted by Borsa Italiana, taking into consideration the quantitative and qualitative criteria for assessing the significance of the reports that may compromise the independence of the directors, as identified by the Board of Directors.

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ALESSANDRO M. RINALDI

Mr. Alessandro M. Rinaldi holds a degree in Economics from Luiss Guido Carli University, obtained in 1983. Mr. Alessandro M. Rinaldi has begun his career in Gruppo IMI—Fideuram, then in 1988, after a brief experience at an investment firm in New York (Findim Investment SA), he founded in Italy a stock exchange commission company (società commissionaria di Borsa), which would become, in 1994, in Fineco Investimenti Sim and started working within the Banca Popolare di Brescia banking group, which is listed on the Milan Stock Exchange, where he also assumed the position of member of the Board of Directors.

Later he took charge of Family Office, first founding a specialized company, the COFIB—Compagnia Fiduciaria di Beni S.p.A.—which in 2012 merged with the fiduciary company of Banca Leonardo Group, absorbed few yers later by the CA-Indosuez Wealth Italy Bank, where he served as Vice President of Credit Agricole Indosuez Fiduciaria S.p.A.

He is currently President of GHC - Garofalo Health Care and a member of the Board of Directors of Banca Patrimoni Sella & Co of the Sella Banking Group.

Since 2003, he collaborated with several Italian universities as an adjunct professor at the Faculty of Business Economics at the Gabriele D’Annunzio University of Pescara for the corporate finance course (2003 - 2014) and since 2016 at the “Financial Methods for the Stock Exchange—Technical Analysis” course of the Master in “Management Engineering” at the University of Tor Vergata in Rome. He has also taught at the Faculty of Economics for the course of Corporate Finance and for the course of Valuation and Accounting in M&A transactions at the University "LUISS Guido Carli" (2003-2020). He is also President of the Foundation Isabella Rossini ETS which pursues the purpose of social solidarity and support for disadvantaged persons as indicated by art.10 of Legislative Decree no. 460/97.

ALESSANDRO M. RINALDI

President

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MARIA LAURA GAROFALO

Ms. Maria Laura Garofalo has obtained a Law degree at the University “La Sapienza ” of Rome and has gained experience in several Roman law firms as a qualified lawyer. She has also been enrolled as a lawyer.

She obtained her Master degree from the LUISS Guido Carli University of Rome in “Small and Medium-sized Business Management” and “Company Tax Law, and followed several courses on drafting, interpreting and analyzing financial statements.

Between 1991 and 1994 she held the office of director at Cofib Investimenti SIM and, from 1991, she has also served as director at Casa di Cura European Hospital, starting her career within the private health care business. Since 1994 she has taken up the position of CFO of Gruppo Aurelia 80 and Casa di Cura Città di Roma, where she became Chairman and CEO in 1996. Since 2000 (i.e. since our incorporation) she has been the initiator of the geographical and sector diversification process involving the GHC Group. This process led to GHC's listing on the MTA of the Italian Stock Exchange on November 9, 2018, as the first and currently only private operator in the healthcare sector, and which, based on a precise growth strategy defined by Maria Laura Garofalo, is set to continue. She is a founding member of “Federlazio Salute” and among the awards received are the Ernst & Young “Entrepreneur of the Year” award (2011) and the prize promoted by Equita Sim with the sponsorship of Bocconi University and Borsa Italiana for the best strategy for using the capital market (2019).

In 2019 Forbes Magazine mentioned her among the 100 most influential women in Italy. She holds several board membership positions in certain entities of our Group. Since 2019, May, she is member of the General Council of Confindustria. At the report date, she holds the position of Chief Executive Officer of Garofalo Health Care S.p.A. and member of the Board of Directors of some companies of the GHC Group.

On June 2, 2020, she was awarded by the Italian President Sergio Mattarella with the honour of Cavaliere al Merito del Lavoro and in October 2020 she received the prestigious Marisa Bellisario Award for entrepreneurship.

MARIA LAURA GAROFALO

Chief Executive Officer

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CLAUDIA GAROFALO

Ms. Claudia Garofalo holds a degree in Economics and Management of Companies and Health Services at the Catholic University of the Sacred Heart in Rome (Bachelor and Master's degree).

In 2014 she worked as an analyst at the consulting firm Deloitte & Touche.

Since September 2008, she holds the position of sole director of Villa Von Siebenthal and from 2014 to 2018 she held the position of business controller at GHC Group. Since 2018, she has been responsible for the Finance Area of Holding GHC S.p.A. and was PMO (Project Management Office) during the listing process of the Company on the MTA segment of the Italian Stock Exchange, which was successfully concluded in November 2018.

On an interim bases, she holds the position of Purchasing Manager of the Parent Company GHC S.p.A

CLAUDIA GAROFALO

Executive Director

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GUIDO DALLA ROSA PRATI

Laureato presso l'Università di Parma, ha subito maturato una significativa esperienza nel management sanitario occupandosi di progetti finalizzati alla costruzione di strutture ospedaliere in paesi in via di sviluppo finanziati da enti sovranazionali (Nazioni Unite, Banca Mondiale, MAE, Comunità Europea). Nel 1997 assume incarico di Amministratore Delegato del Polimabulatorio Dalla Rosa Prati srl e Centro Diagnostico Europeo, trasformando il centro fisioterapico di famiglia in una struttura di riferimento per Parma e provincia, specializzato in diagnostica per immagini, laboratorio, fisiatria/fisioterapia, polispecialistica e odontoiatria.

Con l'ingresso nel Gruppo GHC avvenuto nel 2019, oltre a mantenere la guida della struttura assume anche incarico di Presidente del Consiglio di Amministrazione di Hesperia Hospital Modena SpA e di Ospedali Privati Riuniti SpA di Bologna. E' inoltre Presidente del Consiglio di Amministrazione di SO.GE.A.P SpA Aeroporto Internazionale di Parma e socio della Bioethic Shelter & Emergency srl, azienda specializzata nella realizzazione di progetti nell'ambito degli aiuti internazionali ai Paesi in via di sviluppo finanziati da WB, UN, EU, Cooperazione Italiana...

GUIDO DALLA ROSA PRATI

Executive Director

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GIUSEPPE GIANNASIO

Mr. Giuseppe Giannasio holds a degree in Business Administration with a specialisation in Corporate Finance at Bocconi University of Milan.

From 1992 to 1997 he worked as finance manager in several companies of the Montedison Group. From 1997 to 2005 he worked in the San Donato Hospital Group, where he became CEO.

From 2007 to 2016 he was CEO of Affidea Italia and Affidea Croatia, companies belolging to a pan European healthcare group providing outpatient healthcare services, and from 2016 to 2017 he was head of the Western Europe area.

From January to June 2018, he has also been CEO of Ledcon s.r.l., a consulting company in the healthcare and life science sector.

GIUSEPPE GIANNASIO

Non-Executive Director

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ALESSANDRA RINALDI GAROFALO

Ms. Alessandra Rinaldi Grofalo has obtained a degree in Medicine and Surgery at the University of Rome "Tor Vergata", with a thesis in Vascular Surgery.

From 2016 to 2018 she took up intership periods at important important hospitals, such as "Bambin Gesù" Children's Hospital, Casilino Polyclinic and “Tor Vergata” Polyclinic, also in Rome. She has volunteered at Caritas, at the Private Neuropsychiatric Hospital Villa Von Siebenthal and at several nursing homes and at assisted living facilities for the elderly.

She has served as Vice-Chairperson of the Isabella Rossini Onlus Foundation since 2015 and as a member of the board of directors of Hesperia Hospital since 2018.

Since March 14, 2019, she has been enrolled at no.64914 of the Register of Surgeons of Rome OMCeO and since 2020 she has been working as a medical resident at the school of specialisation in vascular surgery at the Padua hospital

ALESSANDRA RINALDI GAROFALO

Non-Executive Director

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JAVIER DE LA RICA

Laureato in Legge all’Università Autonoma di Madrid ed un Master in Business Administration presso la IESE Business School di Barcellona, ha maturato una vasta esperienza in ambito bancario.

Inizia il suo percorso professionale presso la Manufacturers Hanover Trust Company dove nel 2003 ricopre incarico di Amministratore Delegato per poi assumere il ruolo di vicedirettore della filiale spagnola della JPMorgan Chase Bank. E’ stato Responsabile di private banking, asset allocation e relazioni con i corporate clients della Chase Manhattan Bank Group.

Dal 2007 al 2017 è stato Vice Presidente della succursale spagnola di Mediobanca Banca di Credito Finanziario S.p.A., creata insieme a Borja Prado.

Dal 2015 è co-fondatore e partner di Peninsula Capital Advisors ed è membro del consiglio di amministrazione di diverse società tra cui la Kiko Milano SpA, Peninsula Holdings Sarl, Salto System SL, Aernnova Aerospace Corporation SA, Grupo Veterinario Petsalud S.L..

JAVIER DE LA RICA

Non-Executive Director

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FEDERICO FERRO-LUZZI

Graduated in Law in 1993 at the University of Rome "La Sapienza", he began his career as a lawyer athe Libonati firm in Rome.

Since 2009 he is holder of the chair of Private Law at the Department of Economics and Business Studies at the University of Sassari where, since 2016, he became the reference for the prevention of corruption and transparency.

From October 14, 2009 to October 13, 2015, he was appointed by the Bank of Italy as a member of the Rome College of the Deciding Body of the Finance Bank Arbitrator and from November 23, 2016 to May 2018, he was appointed by Consob as a member of the Arbitror for Financial Disputes.

Since May 2014 he has been an independent director at Saipem S.p.A. and member of the Appointements and Remuneration Committee and the Sustainability, Scenarios and Governance Committee.

Since April 2018 he has been Indipendent Director of Banca Sistema S.p.A., member of the Internal Control and Risk Management Committee, Ethics Committee and the Appointments Committee Since 2015, he has collaborated with numerous scientific journals and authored essays and articles in several legal journals.

FEDERICO FERRO-LUZZI

Independent Director

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GIANCARLA BRANDA

Dopo la Laurea in Giurisprudenza e successivamente in Economia e Commercio, entrambe presso l'Università "La Sapienza" di Roma, ha conseguito l'abilitazione per il patrocinio in Cassazione ed è inoltre iscritta all'albo dei dottori commercialisti di Roma e al registro dei Revisori Legali. Esercita l'attività di avvocato tributarista ed è esperta di reddito di impresa e di imposizione diretta nell'ambito del settore industriale e finanziario. Ha eseguito numerosi incarichi di due diligence connessi ad operazioni di acquisizioni e di privatizzazione di Società bancarie e finanziarie. Svolge attività di assistenza tecnica nel contenzioso tributario nei gradi di merito e legittimità. E' socia dello Studio Salvini e Soci (Studio Legale e Tributario fondato da F.Gallo).

Tra i numerosi incarichi è presidente del Collegio Sindacale di Saras SpA (2018/2020) e sindaco effettivo di Aci Progei SpA (2020/2022) e di ACI Consult SpA in liquidazione volontaria. E' componente del Consiglio di Amministrazione di Fineco Bank SpA (2020/2022) e presidente del Collegio Sindacale del Consorzio Studi e Ricerche Fiscali (2020/2023).

GIANCARLA BRANDA

Independent Director

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FRANCA BRUSCO

Graduated in Economics and Commerce at the University of Messina, since 2002 she has been enrolled in the Accountants' and Auditors' Registers.

She is the owner of an accountant's office in Rome and Milan and provides assistance and consultancy in corporate, accounting nad tax matters to companies, trade associations and public bodies. She is Chairperson of the Board of Statuatory Auditors of Lazio Ambiente S.p.A. and Biancamano S.p.A. and is a Statutory Auditor of CDP Industria S.p.A. and Cassa Depositi e Prestiti S.p.A..

She is a member of the Board of Statutory Auditors of the Port System Authority of the Southern Mediterranean Sea, of the Galleria Borghese National Museum, of the Music for Rome Foundation and Sole Auditor of AIRRI.

From April 2016 to April 2019, she was Chairperson of the Board of Statutory Auditors of ENAV S.p.A. (listed) and since April 26, 2019 she has benen a Statutory Auditor as well as Chairperson of the Board of Statutory Auditors of the subsidiary D-Flight S.p.A.

FRANCA BRUSCO

Independent Director

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NICOLETTA MINCATO

Graduated in Law in 1993 at the University of Rome "La Sapienza", she have set and passed the ordinary judiciary's exam and in 1999 she became a lawyer. She started her professional career at the Studio Libonati-Jaeger in Rome (1996-2005), then at the Studio Ripa di Meana in Rome (2006-2007).

In 2008 she founded the Studio Mincato & Russo Associati. She is qualified at the defense among Supreme Courts with expertise in commercial and company law, civil law, banking and financial law, administrative liability of legal entities ex D.Lgs. 231/2001; assistance for compliance matters, immigration law and international protection.

She is Board Member of the Astaldi SpA, and since 2004 member of several Supervisory Boards (Astaldi s.p.a., Ge. Sat. S.c. a r.l. - Management Company of Ospedali Toscani, MetroBlu s.c.a r.l., BTC Brennero Tunnel Construction s.c.a r.l., CreditAgri Italia s.c.p.a., Aquilanti s.p.a.).

NICOLETTA MINCATO

Independent Director

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