Board of Directors – Powers

The central importance of the role performed by the Board of Directors, also in relation to Group companies, is based on the principles of sound corporate and business management, in compliance with the provisions of the Corporate Governance Code.
In implementation of the provisions of the Code, the Board:

a) examines and approves the strategic, operational and financial plans of the Company and the Group it heads, the corporate governance system of the Company and the structure of the Group;

b) assesses the adequacy of the general organisational, administrative and accounting structure of the Company and its subsidiaries having strategic importance, specifically with regard to the internal control system and the management of conflicts of interest;

c) delegates and revokes powers to the Managing Director (where appointed), the Executive Committee (where set up) and the General Manager, specifying the limits and methods for exercising said powers and the frequency, at least quarterly, with which the delegated bodies report to the Board on the activities performed in the exercise of the powers delegated to them;

d) determines, after examining the proposal from the specific Committee and consulting the Board of Statutory Auditors, the remuneration of Directors holding specific roles;

e) assesses the general performance of operations, paying particular attention to the information received from the Executive Committee (where set up), the Managing Director (where appointed) or the General Manager, and from the Internal Control Committee, and periodically compares the results achieved with those planned. This assessment is conducted on a case-by-case basis, at the various meetings, as well as on examining financial statements. These assessments are based on the existence of information flows between the management, the Non-Executive Directors and the Statutory Auditors, and on inspections carried out by the Internal Control Committee, specifically with regard to the operation of the internal control system;

f) verifies Directors’ independence.