Governance

Governance Model

NB Aurora shall be managed by the Board of Directors.
The Board of Directors is vested with the broadest powers to act in the name of NB Aurora and to take any action necessary or useful to fulfil the NB Aurora’s corporate purpose, with the exception of the powers reserved by the Luxembourg law of 10 August 1915 on commercial companies, as amended, Law or by the prospectus and articles of association to the general meeting of shareholders.
Moreover, Neuberger Berman AIFM SARL has been appointed to act as the NB Aurora Alternative Investment Fund Manager, pursuant to the Luxembourg law of 26 July 2016 on reserved alternative investment funds (the “RAIF Law”) and the law dated 12 July 2013 on alternative investment fund managers, as amended from time to time.
NB Aurora has taken a number of steps to ensure, on a voluntary basis, compliance with certain provisions of the Code of Conduct issued by Borsa Italiana S.p.A.. The Code of Conduct is available to the public on Borsa Italiana website (www.borsaitaliana.it).

Board of Directors

The members of the Board of Directors are Francesco Moglia, Patrizia Polliotto, Fereshteh Pouchantchi,  Alessandro Spada and Serena Gatteschi which shall hold office for a period not exceeding three years.

Francesco Moglia

Mr. Moglia has been a Director since the date of incorporation of the Issuer. Other than being a Director of the Issuer, he currently is head of operations for the Renaissance fund, director of NB Renaissance Partners Holdings and conducting officer of the AIFM responsible for the portfolio management function and the monitoring of the Italian Branch of the AIFM. Mr. Moglia was a member of the board of directors of Private Equity International, an Intesa Sanpaolo group company in Luxembourg which manages investments in international private equity funds and joint ventures, as well as other traditional and alternative Luxembourg funds; he also presided the investment committee of that company. Prior to joining the private equity group, he was General Manager of Société Européenne de Banque, in Luxembourg.
He received his Master in Finance from the London Business School.

 

Mrs. Patrizia Polliotto

Mrs. Patrizia Polliotto (Independent Director) has been a Director since 23 July 2018. Other than being a Director of the Issuer, she is a cassationist lawyer specialized in business law, corporate law and contract law, she is the owner of the homonymous law firm based in Turin, Milan and Rome, that deals with civil and administrative matters, with particular reference to banking, corporate and insurance law. Alongside her main professional activity she is also Independent Director in listed and non-listed companies, member of ODV, Director in the Management Committee of Banking Foundation and Liquidator Commissioner appointed by the Italian Ministry of Economic Development, as well as speaker in conferences specialized in the sector.

 

Mrs. Fereshteh Pouchantchi 

Mrs Fereshteh Pouchantchi has been appointed as Director since 26 April 2021.  Other than being a Director of the Issuer, she is a finance professional with extensive experience in auditing, financial processes, financial administration and compliance. She worked at the Société Européenne de Banque (Luxembourg) for more than 20 years, where she was director in charge of the compliance department. Prior to this, she had more than 10 years’ experience in internal and external auditing (with PWC). From 2004 to 2020, she was an Associate Professor in Finance at the University of Luxembourg.
She is currently member of the Luxembourg Bar.
She holds a Doctorate degree in Economics from the Université de Paris II and a Master’s degree in European Private Law from University of Luxembourg.

 

Mr. Alessandro Spada

Mr. Alessandro Spada (indipendent Director) has been a member of the Board of Directors since 23 July 2018. Other than being a director of the Issuer, he is graduated in law. In 1992 he joined the VRV Group, the family owned company specialized in the design and manufacturing of pressure vessels and heat transfer equipment for the oil and gas, chemical, petrochemical and cryogenic industries, where he covered the position of Commercial Director, CEO and President.
Today VRV Srl is part of Chart Industries Inc., and he holds the role of Vice President.
He has been a member of the executive board of Confindustria (Italian Entrepreneurial Association) since May 2009 and vicar vice-president of Assolombarda Confindustria Milano Monza Brianza for Medium Enterprises since June 2017.
He is also President of Confidi Systema! since June 2019 and President of Parcam from July 2017.

 

Mrs. Serena Gatteschi

Mrs Serena Gatteschi  (Independent Director) has been a Director since 29 April 2024. Other than being a Director of the Issuer, she is graduated in Economics and Commerce from the University of Rome “La Sapienza”. Registered in the register of Chartered Accountants of Arezzo and Legal Auditor. She began her career in one of the big four audit firms before becoming the head of Accounting for a company listed in Italy. Subsequently, and until today, she has been practicing as a freelancer at the Gatteschi Law Firm, specializing in commercial law and corporate crisis. She also collaborates with a major audit firm.
From 2018 to 2021, she was an Independent Director of Credito Valtellinese (Creval Spa), a company listed on the Italian Electronic Stock Market, also serving as a member of the Committee for Transactions with Related Parties. Since May 2021, she has been a member of the Supervisory Body ex Dlgs 231/01 of Poste Assicura Spa. She held the same position in the service companies of the Autostrade per l’Italia group. Currently, she is the Effective Auditor of Poste Italiane SpA, Unoaerre Industries SpA, Aboca SpA, and Ki Point SpA (Poste Italiane group). She is the President of the Board of Auditors of Poste Logistics SpA (Poste Italiane group). She is the Alternate Auditor of several other companies, including ITA SpA, Sisal SpA, and Nexi SpA.

Article of Association

Titolo
Updated Articles (statuts coordonnés) 10 November 2020
10-11-2020

    Prospectus

    Titolo
    NB Aurora S.A. SICAF-RAIF – Notice capital increase
    21-09-2020
    Nota di sintesi-Summary ITA translation 18.25
    17-09-2020
    NB Aurora SA SICAF-RAIF – Final Prospectus Dated 17 September 2020
    17-09-2020

      Amendment to the Prospectus and Articles

      Titolo
      Proxy Voting Form for EGM
      23-12-2024
      Redline – Articles
      17-12-2024
      Redline – PPM
      17-12-2024
      Shareholder Consent Form for PPM
      16-12-2024
      Private Placement Memorandum – Draft
      16-12-2024
      Articles of Association – Draft
      16-12-2024
      Nota Esplicativa -Potenziale trasformazione NB Aurora – 16 December 2024
      16-12-2024
      Explanatory Note – Transformation of NB Aurora – 16 December 2024
      16-12-2024