The Board of Directors of Juventus Football Club SpA (the “Company” or “Juventus”), which met today under the chairmanship of Andrea Agnelli, acquired new legal and accounting opinions from the independent experts appointed to assess the critical issues highlighted by Consob pursuant to of the art. 154-ter TUF on the Company’s financial statements as at 30 June 2021, it once again examined the disputes of the Public Prosecutor’s Office at the Court of Turin, the shortcomings and critical issues identified by Consob and the findings raised by Deloitte & Touche SpA, Juventus’ auditing firm.
With reference to the critical issues relating to the so-called “salary maneuvers” carried out in the 2019/2020 and 2020/2021 financial years, the Board of Directors noted that these are complex profiles relating to evaluation elements susceptible to different interpretations regarding the applicable accounting treatment and has carefully considered possible alternative treatments. As a result of these overall analyzes and evaluations, although the accounting treatment adopted falls within those permitted by the applicable accounting standards, the Company, for a more prudential approach, has: – first of all, decided to revise upwards the estimate of the probability of the conditions of permanence in the squad for those players who in the two-year period 2019/20-2020/21 renounced part of their salaries and with whom salary integrations or “loyalty bonuses” were subsequently concluded (respectively, in July/August 2020 for the first so-called ” salary maneuver” and in September 2021 for the second so-called “salary maneuver”); – on the basis of the aforementioned possibility of adopting legitimate alternative accounting methods, assessed making the accrual pro-rata temporis of the charges for the July/August 2020 wage supplements (for the first so-called “salary maneuver”) and the so-called ” loyalty bonus” of September 2021 (for the second so-called “salary maneuver”) starting from the most remote starting date of a so-called “constructive obligation” hypothesized by independent experts (and thus, respectively, from June 2020 and May 2021) . These revisions of estimates and assumptions therefore result in adjustments to the estimates of costs accrued at the end of June 2020, the end of June 2021 and the end of June 2022 due to the wage subsidies signed in July/August 2020 and the “loyalty bonuses” signed in September 2021, providing for accrual pro-rata temporis, according to the so-called “straight line approach” (which is one of the approaches allowed by the accounting standards), starting respectively from June 2020 and May 2021; the effects of these adjustments are substantially nil on cash flows and on net financial debt, both for previous years and for the one just concluded and for future years, and are not material on shareholders’ equity at June 30, 2022. The accounting effects of the above , will be reflected in a new draft financial statements and in a new consolidated financial statements as at 30 June 2022 which will be examined and approved at a forthcoming board meeting, disclosed to the market pursuant to the law and submitted to the Shareholders’ Meeting already convened for on December 27, 2022.
The Board of Directors therefore unanimously approved the press release containing the considerations on the financial statements as at 30 June 2022 requested by Consob pursuant to art. 114, paragraph 5, of the TUF, available on the system for disseminating regulated information “1Info” (www.1info.it) and on the Company’s website (www.juventus.com), in the “Investors” section. The directors have also requested the Company’s internal functions, with particular regard to the activity of the Sport Area, to conclude the analyzes and proceed with the implementation as soon as possible of the already started process of further implementation and improvement of the procedures and of internal controls in order to contribute to the process of strengthening accounting practices aimed at measuring and accounting for the Company’s assets and operations. All of the above considered, in order to strengthen the management of the Company, the Board of Directors has resolved to confer the role of General Manager to dott. Maurice Scanavino. Attached to this press release is the curriculum vitae of Dr. Scanavino. Furthermore, the members of the Board of Directors, considering the centrality and relevance of the pending legal and technical-accounting issues, have deemed it in the best social interest to recommend that Juventus adopt a new Board of Directors to address these issues. To this end, on the proposal of the Chairman Andrea Agnelli and in order to allow the decision on the renewal of the Board to be referred to the Shareholders’ Meeting as soon as possible, all the members of the Board of Directors present at the meeting declared that they resigned from their office . For the same reasons, each of the three directors holding proxies (the Chairman Andrea Agnelli, the Deputy Chairman Pavel Nedved and the Chief Executive Officer Maurizio Arrivabene) deemed it appropriate to hand over the powers conferred to the Board. However, the Board has requested Maurizio Arrivabene to maintain the position of Chief Executive Officer. Due to the foregoing, the majority of the Directors in office has ceased to exist and, therefore, pursuant to the law and the Articles of Association, the Board of Directors must be considered terminated. The Board will continue its activity under the prorogatio regime until the Shareholders’ Meeting which has been called for 18 January 2023 for the appointment of the new Board of Directors (with the exception of the director Daniela Marilungo who resigned with a declaration separate; see below for further information)1. Juventus will continue to collaborate and cooperate with the supervisory and sector authorities, without prejudice to the protection of its rights in relation to disputes raised against the Company’s financial statements and press releases by Consob and the Public Prosecutor’s Office.
It should be noted, pursuant to Article IA.2.6.7 of the Instructions to the Regulation of the markets organized and managed by Borsa Italiana SpA, that: – with reference to the resignation of Daniela Marilungo, she held the position of non-executive director and independent member of the Company, as well as a member of the “Control and Risk Committee” and of the “ESG Committee” of Juventus. Dr. Marilungo justified her resignation by claiming the impossibility of exercising her mandate with due serenity and independence also, but not only, due to the fact that she believes that she has not been put in a position to be able to fully “act informed” dealing with issues of certain complexity. The Board of Directors has taken note of the comments of Dr. Marilungo, not agreeing with them. Nonetheless, the Board of Directors thanks Ms. Marilungo for her seven years at Juventus; – on the basis of the communications made to the Company and to the public, neither Ms. Marilungo nor the other directors hold any Juventus shares, with the exception of Andrea Agnelli, who currently holds no. 96711 Juventus shares; Director Giorgio Tacchia was appointed as a member of the “Control and Risk Committee” to replace Daniela Marilungo. Based on the communications made to the Company, Dr. Scanavino does not hold any Juventus shares as of today’s date.
November 28, 2022 (change November 28, 2022 | 23:13)
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