Functions of the Board of Directors

The Board of Directors plays a central role in the strategic guidance of the Company and the Group as well as in supervising the overall business activities, with powers of guidance in overall administration and of direct intervention in decisions necessary or useful to the pursuit the business purpose.
The Board is entrusted with the most important decisions in economic/strategic terms or in terms of structural impact on operations or impact on control and guidance of the Company and the Group.

In particular, the Board of Directors:

  • examines and approves the strategic, industrial and financial plans of the Company and the Group, monitoring periodically the related implementation;
  • formulates and adopts the rules for the corporate governance of the Company and defines the Group's corporate governance guidelines;
  • defines the guidelines of the internal control and risk management system and identifies among its members the director to be charged of the internal control and risk management system defining his powers and duties;
  • supervises the system for monitoring and managing risks defining the overall threshold of the risk appetite;
  • evaluate, at least on an annual basis, the adequacy of the internal control and risk management system taking into account the characteristics of the company and its risk profile, as well as its effectiveness;
  • evaluate the adequacy of the organizational, administrative and accounting structure of the Company as well as of its strategically significant subsidiaries;
  • establishes among its members one or more Board Committees, identifying the members and defining their duties, powers and remuneration;
  • attributes and revokes powers delegated to Managing Directors and to the Executive Committee (if established), defining the limits and the concrete exercise of these; specifies the frequency, in any case no less than once every three months, with which the delegated bodies must report to the Board on the activities performed in the exercise of the powers delegated to them;
  • establishes the remuneration policy;
  • determines, upon proposal of the Remuneration Committee and after hearing the Board of Statutory Auditors, the remuneration of executive directors and of the other directors covering particular offices, as well for the allocation of the remuneration in case it has not been defined by the Shareholders’ Meeting;
  • evaluates the general performance of the Company, paying particular attention to the information received from the delegated bodies and periodically comparing the results achieved with those planned;
  • examines and resolves upon transactions carried out by the Company and its subsidiaries companies having a significant impact on the Company’s strategies, profitability, assets and liabilities or financial position;
  • performs, at least annually, an evaluation of the performance of the Board of Directors and its committees, as well as their size and composition, taking into account the professional competence of its members;
  • establishes a Supervisory Body pursuant to Legislative Decree No 231 of 8 June 2001;
  • appoints General Managers and the Manager in charge of preparing corporate accounting documents, specifying duties and powers and identifies managers with strategic responsibilities;
  • appoints and revokes, upon proposal of the person in charge for the internal control system, the director of internal audit and determines his duties and remuneration compliant with the company policies, after hearing the Audit, Risks, Sustainability and Corporate Governance Committee and the Board of Statutory Auditors;
  • approves, at least on an annual basis, the plan drafted by the person in charge of internal audit, after hearing the Board of statutory auditors and the director in charge of the internal control and risk management systems;
  • reviews and approves periodic reports prepared according to the applicable legislation;
  • assesses, after hearing the Board of statutory auditors, the findings reported by the external auditor in the suggestions letter, if any, and in the report on the main issues resulting from the auditing;
  • evaluates and approves transactions with related parties of great significance as required by the Procedure for Related Parties Transactions;
  • formulates proposals to be submitted to the Shareholders' Meeting;
  • exercises the other powers and fulfils the duties attributed to it by the law and the Company Bylaws.

Last Revised: 29 Oct 2014