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 for managing the Company directly or by delegating some of its attribution to other governance bodies.
In order to strengthen its management function, a series of decisions concerning highly significant issues and transactions were reserved for the Board of Directors, in addition to the powers attributed to it pursuant to law and the Bylaws, and consequently cannot be delegated to executive Directors.

The Board of Directors also has jurisdiction at:

  • The Board of Directors has jurisdiction over the review and approval of the Company’s strategic plans, which are prepared on a consolidated basis and include the industrial and financial plans, and periodically monitors their implementation;
  • Defining the type and level of risks compatible with the Company’s strategic objectives;
  • Reviews and evaluates periodically-usually in connection with the approval of the annual and semiannual financial report, but also based on preparatory activities carried out by the Control and Risk Committee and reviews by the Board of Statutory Auditors-the effectiveness of the Company’s organization and administrative and accounting system, with special emphasis on the Internal Control and Risk Management System;
  • Approval of Material Transactions of its subsidiaries;
  • Approval of related-party transactions of "Highly Material Transactions".

It has been an established practice of the Board of Directors to compare 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 analyzed.