Board of Directors
The Board of Directors is composed of a number of directors that shall be at least 8 and not more than 12, in accordance with the provisions of the Articles of Association; they are appointed by the Shareholders' Meeting on the basis of the “list voting” mechanism. The Meeting also established the number of members, the duration of their office and the remuneration due to the members of the Board.
The Board of Directors is vested with the broadest powers for Company management, including the right to take any actions it deems necessary for attaining the corporate purpose, except those actions that – in accordance with the law, and the Articles of Association – are reserved to the Shareholders’ Meeting.
In particular, the Articles of Association also assigns the Board of Directors the power to resolve on the following issues:
- mergers and spin-offs, where allowed by law;
- the establishment or closing of secondary offices;
- decrease in share capital in case of withdrawal of one or more shareholders;
- adjustment of the Articles of Association to regulatory provisions;
- transfer of the registered office within the national territory.
In addition, the Board of Directors, in accordance with its own Regulations:
- examines and approves the strategic, industrial and financial plans of the Company, and of the Group which the Company heads, regularly monitoring implementation thereof; defines the Company’s corporate governance system and the structure of the Group;
- defines the nature and level of risk that is compatible with the Company’s strategic targets, taking into account any risk that may affect the sustainability of the issuer’s business in a medium-long term perspective;
- evaluates, also in the light of Art. 2086 of the Italian Civil Code, the adequacy of the organisational, administrative and financial structure of the Company and of its strategically important subsidiaries, with particular reference to the internal control and risk management system;
- appoint directors as proxies, and revoke such power of proxy, without prejudice to the exclusive powers of the Board, and establishes the limits on such power of proxy, the manner in which it is to be exercised, and the timeframe of the delegated bodies’ reports to the Board on the activities performed during the exercise of such power, without prejudice to the at least quarterly nature of such reports provided for by Article 24.2, final subsection, of the Articles of Association;
- establishes the Company’s policy on the remuneration of directors and executive managers with strategic responsibility, in accordance with the laws in force and with the Code of Conduct;
- determines, upon Remuneration Committee’s proposal, the remunerative and normative conditions of those directors with power of proxy, and of the other directors with specific roles (after consultation with the Board of Statutory Auditors pursuant to Article 2389, subsection 3, of the Italian Civil Code);
- evaluates the general performance of management, bearing in mind in particular the information received from the delegated bodies, and regularly comparing actual results with planned results;
- decides in relation to those transactions reserved for the Board, both by law and by the Articles of Association, and also in relation to those further transactions carried out by the Company or its subsidiaries that are of strategic, economic or financial importance to the Company, and that the Board reserves the right to decide on when granting the aforementioned power of proxy;
- evaluates, at least once a year, its own operations and those of its Committees;
- adopts, upon suggestion from the Chief Executive Officer in order to guarantee the due handling of corporate information, a procedure for the internal management and disclosure to the public of documents and information regarding the Company, with specific regard to the processing of inside information;
- provides information, in its Report on Corporate Governance, regarding the manner in which its own duties are to be performed.