|Alberto de Benedictis||Chairman and Chief Executive Officer||25/07/2019|
|Filippo Corsi||Executive Director||25/07/2019|
|Renato Gallo||Executive Director||25/07/2019|
The Board of Directors is vested with the task of managing the Company, with the authority to take all appropriate actions for the achievement of the corporate purposes, excluding those acts which are reserved – by the law or the Articles of Association – to the Meeting.
The Board of Directors therefore holds a central role in the decision-making life of the Company since not only does it assess the general performance of corporate operations but takes care of reviewing and approved in advance the translations which have a significant strategic, financial and equity importance for the Company.
The Company is managed by a Board of Directors consisting of a number of members not lower than three and not exceeding nine. The Meeting shall case by case, before electing the Board, define the number of its members within the aforementioned limits.
The Directors are appointed for a period not exceeding three financial years and may be re-elected pursuant to Art. 2383 of the Italian Civil Code.
The appointment of the directors is made by the ordinary Meeting.
The company Articles of Association requires, for the assumption of the office of director the honorability requirements pursuant to the applicable law and regulations, as well as the possession of certain professional qualifications indicated in the same Articles of Association.
The General Shareholders' Meeting held on 25 July 2019 appointed as Member of the Board of Directors: Alberto de Benedictis, Filippo Corsi and Renato Gallo.The Board of Directors was appointed for three financial years and will, therefore, remain in office until the date of the general Meeting called to approve the financial statements as of 31 March 2022
On 25 July 2019, the Company’s Board of Directors appointed Mr. Alberto de Benedictis as Chief Executive Officer of the Company and Filippo Corsi and Renato Gallo as executive directors.
The Regulations of the Board of Directors was approved on 29 January 2007 and was subsequently modified on 26 November 2010, on 30 January 2017 and at last amended on 25 July 2019.
This Regulation defines not only the composition and the role that the Board of Directors holds within the Company as management body but also how the meetings are run.
As regards the duties, the Regulation specifies that the Board of Directors:
- the definition of strategic and organisational guidelines, including the approval of plans, programs and budgets of the Company and of the Group;
- defines the Company’s corporate governance system and the Group’s structure;
- defines the nature and level of risk compatible with the Company’s and Group’s strategic objectives;
- examines and approves the submission of offers and the stipulation of supply contracts, by the Company, for an amount exceeding € 150 million or involving high commitments or risks;
- examines and approves the issue of guarantees, including sureties, in relation to transactions to be carried out by the Company and its subsidiaries or investee companies, for an amount exceeding € 150 million;
- authorizes the execution, by subsidiary companies, of transactions that have a significant strategic, economic, equity or financial importance. These transactions expressly include the submission of offers and the stipulation of supply contracts, by subsidiaries (i) for an amount exceeding € 150 million or (ii) involving commitments or high risks;
- appoints Directors in controlled subsidiaries, except for non-executive directors within the Group;
- appoints and revokes the Head of Internal Audit; approves, on at least an annual basis, the work plan drafted by the Head of Internal Audit;
- adopts the Organisational Management and Control Model drafted in accordance with Legislative Decree No. 231/2001 and approves any further amendments or updates;
- appoints and revokes the members of the Surveillance Body in compliance with the Organisational Management and Control model pursuant to Legislative Decree No. 231/2001;