Meeting and rules of operations

Pursuant to the Bylaws, the Chairman or the Chief Executive Officer has 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. 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.

In order to facilitate the attendance of Directors, meetings of the Board of Directors may be held via teleconferencing or videoconferencing, 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.

Meetings are chaired by the Chairman of the Board of Directors or, should he be absent or unavailable, by a party designated by the Board of Directors, who guides the meeting progress and coordinates its activities. A meeting of the Board of Directors is validly convened when a majority of the Directors in office are in attendance and, it approves resolutions by a favorable vote of the majority of the Directors in attendance, with abstaining Directors excluded from the count.

The Chairman of the Board of Directors and the Chief Executive Officer, who is the party directly responsible for the activities/transactions submitted to the Board of Directors for review and, pursuant to the Bylaws, has himself the power to convene meetings of the Board of Directors, ensure, through the Secretary to the Board of Directors, that adequate information is provided about the items on each meeting’s agenda. Specifically, both officers shall strive to ensure that the documents concerning the items on the meeting’s Agenda are made accessible to Directors and Statutory auditors sufficiently in advance of the date of the Board meeting. As a rule, these documents (always available also either in English or French, depending on the nationality of the Directors sitting on the Board) are sent concurrently with the notice of the meeting, except in urgent cases and in instances when there is a particular need for confidentiality. In such cases, however, there must be an exhaustive discussion of the items on the Agenda.

The Board of directors determined that the modalities and timing with which these documents were made available in 2016 were found to be appropriate and the information provided before the meetings, as integrated in the course of the meetings, was adequate and exhaustive. Nevertheless, as a result of the self-assessment process carried out for 2016 the Board of Directors preferred suggesting, for the future, a 5 days deadline for the delivery of information in advance of a Board meeting.

The documents concerning the items on the meeting’s agenda are made accessible to Directors and Statutory auditors sufficiently in advance of the date of the Board meeting. As a rule, these documents (always available also either in English or French, depending on the nationality of the Directors sitting on the Board) are sent within one day after the notice of the meeting is communicated, except in urgent cases and in instances when there is a particular need for confidentiality. In such cases, however, there must be an exhaustive discussion of the items on the Agenda.

Directors receive regular updates about changes in the regulatory framework and their obligations. In order to facilitate the organization 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 optimizing 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 online, facilitating their subsequent consultation. Access to the portal, which is managed by an organizational unit headed by the Secretary to the Board of Directors, is protected with personal user IDs and passwords.

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, and posted on the Company website.

In 2019, the Board of Directors met nine times, with each meeting lasting an average of about one hour and 45 minutes. The average attendance of Directors at Board meetings was 92.59%. A breakdown is provided below:

BOARD OF DIRECTORS MEETINGS (2019)

Directors Number of Board of Directors meeting attended in 2019 Percentage
In office at December 31, 2019
Marc Benayoun 9 out of 9 100
Nicola Monti 5 out of 5 100
Béatrice Bigois 7 out of 9 77,78
Paolo Di Benedetto 8 out of 9 88,89
Fabio Gallia 7 out of 8 88,89
Xavier Girre 7 out of 8 88,89
Jean-Bernard Lévy 8 out of 9 88,89
Nathalie Tocci 9 out of 9 100
Nicole Verdier-Naves 9 out of 9 100
Left post in 2019    
Marie-Christine Aulagnon 1 out of 1 100
Gian Maria Gros-Pietro 1 out of 1 100
Sylvie Jéhanno 4 out of 4 100