Roles and attributions

The Board of Directors is responsible for guiding and monitoring the management of the Company and its Group, defining its strategic guidelines and governance system. Accordingly, the management body enjoys the most ample 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 pursues the objective of creating value in the medium-long term for the benefit of shareholders. In its actions, the Board of Directors at the same time takes into account the interests of other relevant stakeholders for the Company and the Group, in order to imbue them with the appropriate value (the “Sustainable Success”).

Over time the Board of Directors has seen 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. Without prejudice to these responsibilities, to ensure a more streamlined and efficient management of the Company, the Board of Directors delegated some of its management responsibilities to the Chief Executive Officer, who was also given the oversight of the functionality for the internal control and risk management system.

Furthermore, the following three committees, all of which make proposals and provide advice, operated within the framework of the Board of Directors: the Control and Risk Committee, the Compensation Committee and the Related Party Transactions Committee (the “Board Committees”).

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:

  • define the strategic guidelines of the Company and the Group in line with the achievement of sustainable success;
  • examining and approving the industrial and financial development plan, which is prepared on a consolidated basis with strategic lines (the “Medium-Term Plan”), and periodically monitors its implementation;
  • defining corporate governance and the Group’s structure;
  • define the guidelines of the Internal Control and Risk Management System, as well as in assessing its adequacy and effectiveness and in 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;
  • approval of Material Transactions by the Company and its subsidiaries;
  • approval of related-party transactions of "Highly Material Transactions";
  • reviews periodically the results from operations, starting with the approval, each quarter, of the financial statements for the period.