INVESTORS

SEC S.p.A AIM RULE 26 INFORMATION

Description of the business

SEC S.p.A. is a holding company, incorporated in Italy, It is head office for a public relations and advocacy business, headquartered in Milan with operations across western Europe.

Directors

Luigi Piergiuseppe Ferdinando Roth – Non-Executive Chairman

Luigi Roth was appointed to the Board as its Non-Executive Chairman in June 2016. He has significant board experience and his current roles include being President of Alba Leasing S.p.A. (since May 2012), Senior Advisor of Equita SIM S.p.A. (since October 2014), President of Italiana Valorizzazioni Immobiliari S.r.l. (since September 2013) and President of Melior Valorizzazioni Immobiliari S.r.l. (since June 2010), President of Gruppo Lombardo dei Cavalieri del Lavoro (since September 2013) and he holds positions on the boards of Pirelli & C. S.p.A., Autostrada Torino Milano S.p.A., Eurovita Assicurazioni S.p.A. and NTV S.p.A. Noteworthy previous experience includes roles as President of Terna S.p.A., Consorzio Città della Salute e della Ricerca di Milano, Fondazione Fiera Milano and Ferrovie Nord Milano Esercizio S.p.A., as 13well as various positions held on the boards of Meliorbanca, Cassa Depositi e Prestiti S.p.A., Ansaldo Trasporti S.p.A. and Breda Costruzioni Ferroviarie S.p.A. Luigi Roth is also a Knight Grand Cross of Merit of the Italian Republic, Knight of Labour and a Papal Gentleman.

Fiorenzo Vittorio Tagliabue – Chief Executive Officer

Fiorenzo Tagliabue is the founder and controlling shareholder of SEC. He has significant expertise in urban regeneration projects, such as Porta Nuova in Milan (for Hines Group), regeneration of the Fiera di Milano area (for Citylife and Generali-Allianz Group), development plan for Bovisa (for Euromilano) and construction of Fiera in Rho-Pero (for Fiera Milano Foundation). He was the CEO of Nuova Editoriale Italiana S.p.A. from 1983 to 1989 and, in 1985, he founded and became General Secretary for the first three years of Centro Televisivo Vaticano. Mr Tagliabue was a member of the Board of Directors of Teatro La Scala (Milan) Foundation from 2005 until January 2015 and is a member of the board of directors of Banco Alimentare Foundation and of Venice University Institute of Architecture.

Cesare Valli – Managing Director

Cesare Valli was appointed to the Board in July 2015 and has extensive expertise in managing integrated communication projects as well as corporate and product communication campaigns. His experience in the financial sector includes the first privatization campaign ever carried out in Italy, five major privatizations, more than 20 IPOs, M&A, litigation, restructuring and change management plans for large banks and associations. Mr Valli worked for Hill & Knowlton Strategies, Inc. from 1988 to 2015, where he rose through the roles of Strategy Director Europe, President and CEO for Southern Europe and Italy, President and CEO Mediterranean and Eastern Europe and Italy and was a member of the Company Global Council. He was also President of Italian Public Relation Association from 1994 to 1998 and Vice President of Assocomunicazione from 2005 to 2008. Mr Valli is a former Professor on theory and techniques of image promotion at University of Siena and Professor at CUOA Master in Vicenza and at Ca’ Foscari University in Venice. Mr Valli is responsible for the day-to-day running of SEC’s Italian operations.

Mark Glover – Managing Director (also Chief Executive at Newington)

Mark founded Newington in 2006, and has overseen its growth into the dynamic and award winning consultancy that it is today. He splits his time between Newington’s London and Edinburgh offices – offering strategic counsel to board directors across a range of sectors at a local, devolved and national government level. Mark has been actively involved in politics since 1985 – as a councillor for twelve years, which included serving as the Chair of the Labour Group in Southwark (2002-2014), London and sitting on the Federal Executive of the Liberal Democrats in the early 1990s. Mark also sits on the Independent Advisory Group of the Marston Group, is on the Court of the Company of PR Practitioners in the City of London. He was a Founding Director of the Reformer magazine, supports charity UK Youth and is a regular industry awards judge.

Tom Parker – Chief Sales Officer

Tom is President of Cambre Associates and Chief Sales Officer (CSO) at SEC. He launched award-winning Cambre in 2010, and spearheaded it becoming one of Brussels’ leading Public Affairs and Public Relations agencies. In his role as SEC CSO, he works with the SEC Management Committee to establish SEC as a challenger to the communication agency establishment.Tom has over 20 years of experience advising clients large and small in advocacy and reputation management. He pioneered the concept “advocacy 3.0” and has worked across a broad range of sectors for clients including IKEA, the Kingdom of Morocco, Electrolux, Emirates Airline, GSK and Silicones Europe. Tom is President of the British Chamber of Commerce Belgium and European Union. He has a degree Chemistry and a Postgraduate diploma in Law from Nottingham Law School.

David Carr Mathewson – Non-Executive Director

David Mathewson was appointed to the Board in June 2016. Mr Mathewson has experience in advising private and public companies on strategy plus implementation of mergers, acquisitions, debt and equity fund raising and capital reconstructions. Mr Mathewson has spent much of his Executive career as Senior Director of Noble Grossart Ltd. More recently, Mr Mathewson was Finance Director of Playtech plc, between 2010 and 2013, which moved from AIM to the main market during his tenure. Prior to being Finance Director, he was a Non-Executive Director and chaired the audit and risk committees of Playtech plc. Mr Mathewson is a member of the Institute of Chartered Accountants of Scotland.

Paola Bruno - Non - Executive Director

Founder and Managing Director of Augmented Finance Ltd. Advisory company based in London and specialised in M&A, financial and corporate advisory for financial institutions, investment funds and European/North America industrial and tech companies. Independent Director, Chairman of Control and risk committee, member of RemCo and Related Party Committee in Alerion Clean Power SpA. Director and Member of the Risk Committee and Related Party Commitee in doBank S.p.A.

Anna Milito – Chief Financial Officer

Mrs Milito joined SEC in 2003 and since has worked in the administrative team, becoming Chief Financial Officer in 2014. Her role includes coordinating a team composed of seven finance and administration professionals. Prior to joining SEC, Mrs Milito worked for an Italian accountancy firm from 1998-1999 and from 2000-2002 she was consultant to a provincial consortium on regional, national and communitarian financing laws for enterprises in Parma. Mrs Milito has a degree in Business Economics from the University of Parma and is a chartered accountant.



Audit and AIM Compliance Committee

The Audit and AIM Compliance Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and ensuring compliance with the AIM Rules for Companies. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit and AIM Compliance Committee will meet no less than twice each year and will have unrestricted access to the Group’s auditors. The Audit Committee comprises David Mathewson as chairman and Luigi Roth.


Remuneration Committee

The Remuneration Committee reviews the performance of executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Remuneration Committee will meet at least once each year. The Remuneration Committee comprises David Mathewson as chairman and Luigi Roth.


Nomination Committee

The Nomination Committee is responsible for identifying, nominating and approving appointments to the Board, as well as considering the continuing appropriateness of the Board, the future needs of the Company and issues of succession. The Nomination Committee will meet at least once each year. The Nomination Committee comprises David Mathewson as chairman and FT.


Shareholders rights

The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.


Articles of association

Download documents



SEC BY LAWS (ENG)
SEC Statuto (ITA)

Share capital

This information was last updated as at September 4 2018

Number of AIM securities in issue 13.502.53
Percentage of AIM securities not in public hands
Significant shareholders
Fiorenzo Tagliabue* 67.5%
Paola Ambrosino 4.36%
Equita Sim S.p.A. 6.39%
Banca Esperia S.p.A. 4.1%
Edoardo Francesco Maria Romeo 2.95%
*includes members of his family


Admission Document

Download document

Admission Document

Key Advisers

Nominated Adviser and Broker WH Ireland Limited 24 Martin Lane London EC4R 0DR
Financial Adviser UBS (Italia) S.p.A. Corporate Advisory Group Via Palestro, 2 20121 – Milan Italy
Joint stock broker PETERHOUSE: Martin Lampshire e Charles Goodfellow +44 (0)20 7469 0930
Joint stock broker WH IRELAND: Paul Schekleton +44 (0)20 7220 1756
Auditors BDO Italia S.p.A. Viale Abruzzi,94 20131 Milan, ITALY
Solicitors to the Company (Italian Law) NCTM Studio Legale Via Agnello 12 20121 – Milan Italy
Solicitors to the Company (English Law) Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU

Corporate Governance

The Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the QCA Guidelines.

Sottotitolo

SEC SpA has a consolidated turnover of 22million Euro and was admitted to trading on the AIM market of the London Stock Exchange on the 26th July 2016, as part of its plan to build out its presence in Europe and expand its footprint globally. SEC SpA operates in compliance with the rules of AIM. The information below is provided in accordance with the requirements of AIM Rule 26 – Information.

For further investor information, please contact Cesare Valli Chief Operating Officer


Events and shareholders’ meetings

Download documents

SEC SpA Announcement
SEC SpA Avviso di Offerta in Opzione
SEC SpA Modulo di Adesione all'Offerta in Opzione
SEC SpA Result of AGM & Posting of Report & Accounts
SEC SpA Fac-simile modulo di delega per intervenire all’assemblea ordinaria e straordinaria degli azionisti
SEC SpA Avviso di convocazione di assemblea ordinaria e straordinaria
SEC SpA Avviso convocazione Assemblea ottobre 2017
SEC SpA Modulo delega ottobre 2017
SEC SpA Avviso convocazione Assemblea giugno 2017
SEC SpA Modulo delega giugno 2017

Documents and annual reports

Download documents

SEC Half Year Report 2018
SEC Replacement: Half Year Report
SEC Annual report 2017
SEC Relazione BDO al consolidato
SEC Relazione illustrativa 2018
SEC Curriculuv Vitae collegio sindacale (allegato a Sec Relazione illustrativa)
SEC Bilancio e Nota integrativa al 31.12.2017
SEC relazione sulla gestione al bilancio 31.12.2017 (allegato al Sec Bilancio e nota integrativa al 31.12.2017)
SEC Relazione BDO 2017 (allegato al Sec Bilancio e nota integrativa al 31.12.2017)
SEC Relazione Collegio Sindacale 2017 (allegato al Sec Bilancio e nota integrativa al 31.12.2017)
SEC Relazione illustrativa 2017
SEC Half Year Report 2017
SEC Bilancio e nota integrativa al 31.12.2016 del 31.05
SEC relazione sulla gestione 2016 del 22.05 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)
SEC relazione di BDO 2016 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)
SEC relazione collegio sindacale 2016 (Allegato al SEC Bilancio e nota integrativa al 31.12.2016 del 31.05)
SEC Annual report 2016
SEC Relaz Consol 31.12.2016

Press Releases

Download documents



SEC to acquire 51% of Colombia’s leading Corporate communications and Public Affairs agency Newlink Comunicaciones Estratégicas SAS’s capital shares
August 3rd - SEC SpA: £3 million strategic equity investment in Porta Communications Plc
April 24th - SEC SpA’s international growth continues. The group acquires the majority of the Poland Society Martis Consulting, in the top ten of the market
December 22th - SECSpA Conditional acquisition of majority shareholding in Martis Consulting SP z o.o. in Poland
September 30th-SEC SpA Interim results for the six months ended 30 June 2016
September 13th - SEC SpA: Acquisition of majority shareholding in Newington (ENG)
13 Settembre - SEC SpA: Il Gruppo acquisisce la maggioranza di Newington, società leader nel mercato UK per comunicazione corporate e public affairs (ITA)
July 26th - Admission to AIM and First Day of Dealings (ENG)
26 Luglio - SEC ammessa alle negoziazioni sull’AIM di Londra (ITA)

QCA Corporate Governance

Download documents

SEC Corporate governance

This page has been prepared under AIM Rule 26