At its meeting of May 11, 2021, the Board of Directors adopted guidelines for the operation of the Board of Directors and the Board Committees, which, in addition to recalling the main duties of the Board of Directors and the individual Directors, revised the rules of operation of the above-mentioned bodies, so as to consolidate the practices followed and incorporate the instructions laid out in the Code (the “Guidelines of Operation”).
The Guidelines of Operation, amended by a Decision taken on February 15, 2023, to take sustainability issues into account in a more organic manner, were organised into the following chapters:
- a) Role of the Board of Directors
- b) Company governance system
- c) Appointment and Composition of the Board of Directors
- d) Rules of Operation of the Board of Directors
- e) Rules of Operation of the Board Committees
Edison’s Directors act and deliberate with full knowledge of the issues at hand and independently.
Each Director, taking into account the composition and professional competencies present within the Board of Directors, devotes to the diligent discharge of their duties the necessary amount of time, also considering the work they perform on Board Committees.
In order to enable the Directors to devote the necessary time to the performance of their tasks and adequate availability to discharge their duties effectively, in the Guidelines of Operation the Board of Directors formalised the recommendation, expressed in the past when the Directors were appointed, that no Director should hold more than five posts as Director or Statutory Auditor at companies listed in regulated markets (including abroad), in financial, banking and insurance companies or companies of significant size that are not part of the group to which Edison belongs.
Without prejudice to the conviction that the assessment of this aspect is first and foremost the responsibility of the shareholders when appointing the Directors and, subsequently, of the individual Director when accepting the appointment, also taking into account any participation in Board Committees, the Board of Directors indeed deemed it preferable to provide objective elements for this assessment, although the Code’s recommendation on this point only concerns Large Companies. In the list of companies to be included in the limit of 5, financial, banking and insurance companies have also been retained, regardless of size, due to the relevance of the business sector in and of itself. In addition, the following guidance was provided: (i) in relation to a total number of 5, the posts in listed companies should not exceed 3; (ii) companies whose shareholders’ equity exceeds 3 billion euros or whose consolidated turnover is greater than 5 billion euros are considered of significant size.
Pursuant to the By-laws, the Chairman or the Chief Executive Officer have the power to convene meetings of the Board of Directors and define the meeting’s Agenda.
Meetings of the Board of Directors may also be convened by the Board of Statutory Auditors or by individual Statutory Auditors, with notice given to the Chairman of the Board of Directors. They may also be convened at the request of at least two Directors. These options were never used during the year.
The notice of the meeting must be given by means of a written communication, which must be sent at least five days ahead of the date set for the meeting, or at least two days ahead in urgent cases.
Meetings are chaired by the Chairman of the Board of Directors or, should he be absent or unavailable, by another Director designated by the Board of Directors, who guides the meeting progress and coordinates its activities. In such cases, the Chief Executive Officer usually chairs the Meeting.
In order to facilitate the attendance of Directors, meetings of the Board of Directors may be held via teleconferencing or video-conferencing, provided all participants can be identified and are able to follow the proceedings, participate in real time in the discussion of the items on the agenda and receive, transmit and review documents. During 2022 this method of participation was often used.
A meeting of the Board of Directors is validly convened when a majority of the Directors in office are in attendance and it adopts resolutions by a favourable vote of the majority of the Directors in attendance, with abstaining Directors excluded from the count.
The Guidelines of Operation have formalised in greater detail the role of the Chairman and the Secretary to the Board of Directors in the organisation of Board meetings, particularly with regard to: procedures for defining the agenda; compliance with deadlines for sending documentation in advance; adequacy of documentation supporting decisions; participation of managers to illustrate relevant issues; minute-taking at meetings; coordination between the activities of the Board Committees and those of the Board.
The Guidelines on Operation specifically require the agenda to specify the items to be discussed in detail, indicating which matters the Directors are being asked to decide upon.
Consolidating the practice followed, the Guidelines on Operation also state that documentation must be sent five days prior to the date of the Board meeting, with the exception of urgent meetings, for which the deadline coincides with that for sending the meeting notice (two days), or in the event of justified operational requirements. In the latter circumstance, a comprehensive discussion of the topic must be ensured. However, the submission of documentation requiring the prior review and/or opinion of a Board Committee may be deferred with respect to the above deadline, at the latest, until the day of the meeting of such Committee.
As a rule, and as also took place in 2022, the documentation (always available also either in English or French, depending on the nationality of the Directors sitting on the Board) is sent concurrently with the meeting notice.
In order to streamline the organisation of the documents concerning meetings of the Board of Directors, the Company has been providing for some years a “shared work area” through the adoption of a specific electronic portal dedicated to the management of these documents, which has reduced transmission, consultation and filing time and increased speed and security for accessing documents reserved for the Board of Directors, thereby optimising the process. The documents concerning each meeting are instantaneously filed, independently of the date individual documents are sent, based on the order in which items are listed on the agenda and are always kept available on-line, facilitating their subsequent consultation. Access to the portal, which is managed by an organisational unit headed by the Secretary to the Board of Directors, is protected with personal usernames and passwords.
In 2021, the Board of Directors met eleven times, with each meeting lasting an average of about one hour and twenty minutes. The average attendance of Directors at Board meetings was 77.78%. A breakdown is provided below.
A calendar of meetings of the Board of Directors scheduled for the following year to review annual and interim results is communicated annually to Borsa Italiana, usually in December for the following year, and posted on the Company website.
MEETINGS OF THE BOARD OF DIRECTORS 2022
|Directors in 2022||Number of Board of Directors meeting attended in 2022||Percentage|
|In office at December 31, 2022|| || |
|Marc Benayoun||7 out of 7||100|
|Nicola Monti||7 out of 7||100|
|Béatrice Bigois||6 out of 7||86|
|Paolo Di Benedetto||7 out of 7||100|
|Fabio Gallia||7 out of 7||100|
|Angela Gamba||7 out of 7||100|
|Xavier Girre||5 out of 7||71|
|Luc Rémont||1 out of 1||100|
|Nelly Recrosio||6 out of 6||100|
|Florence Schreiber||5 out of 7||71|
|Left post in 2022|
|Jean-Bernard Lévy||2 out of 6||33|