Roles and attributions

The role of the Board of Directors is to define the strategic guidelines that must be followed by the Company and the Group under the Company’s control and is responsible for governing its business operations. Accordingly, it enjoys the widest powers to carry out all actions, including acts of disposition, that it may deem useful for the furtherance of the corporate purpose, the sole exception being those that the law expressly and exclusively reserves for the Shareholders’ Meeting.

The Board of Directors is responsible, also through the bodies delegated by it, for guiding and governing the Company, with a view to pursuing the creation of value in the medium- long term for the benefit of shareholders. In its actions, the Board of Directors also takes into account the interests of other relevant stakeholders for the Company.

For these purposes, over time the Board of Directors has saw fit to retain responsibility, and therefore not delegating the tasks to executive directors, for a series of decisions concerning highly significant issues and transactions, in addition to the powers attributed to it pursuant to law and the By-laws.

The Board of Directors meets on a regular basis and operates in a fashion that ensures an effective discharge of its duties, including reliance on preparatory work by committees established within the Board itself.
The Board of Directors is also competent at:

  • examining and approving the industrial and financial development plan, consistent with the strategies identified, which is prepared on a consolidated basis (the “Medium-Term Plan”), and periodically monitors its implementation;
  • Defining corporate governance and the Group’s structure;
  • Defining the nature and level of risk compatible with the strategic objectives of the Company and the Group;
  • Reviews and assesses periodically - usually in connection with the approval of the annual and semi-annual financial report, but also based on preliminary activities carried out by the Control and Risk Committee (which in this regard is based on the in-depth analyses performed and the results produced by the Internal Auditing Department and the Risk Office) and checks performed by the Board of Statutory Auditors - the adequacy of the Company’s organisational, administrative and accounting system, with special emphasis on the internal control and risk management system;
  • Reviews periodically the results from operations, starting with the approval, each quarter, of the financial statements for the period;
  • approval of Material Transactions by the Company and its subsidiaries;
  • approval of related-party transactions of "Highly Material Transactions".

It has been an established practice of the Board of Directors to compare quarterly actual and planned results, as listed in the approved budget, usually when quarterly financial statements are approved. On those occasions, special attention is paid to a set of economic variables regarding the Group’s various areas of business and to the main financial gauges and any differences between “reported” data and projected results are discussed and analysed. A similar review is carried out “on a final basis” with regard to then main investments approved by the Board of Directors.