The Regulations of the Board of Directors was approved on 29 January 2007 and was subsequently modified on 26 November 2010, in order to implement legislative innovations stemming from the Consob Regulation No. 17221 of 12 March 2010 regarding transactions with Related Parties.
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:
- examines and approves the strategic, industrial and financial plans of the Company and of the Group controlled by the same, the corporate governance system of the Company and the Group structure;
- approves the Transactions of Greater Importance, as identified in the Procedure for related-party transactions approved by the Company pursuant to the Related-Party Regulation;
- evaluates, on an annual basis, the adequacy of the general organisational, administrative and accounting structure of the Company, of the Group and of the subsidiaries having strategic importance as prepared by the Managing Director, with particular regard to the adequacy, effectiveness and actual operation of the internal control system and to the handling of conflicts of interest;
- confers and revokes delegations to the Managing Director, except for the matters exclusively reserved for the Board under Art. 2381 of the Italian Civil Code, as well as in relation to the provisions of the Articles of Association, defining the relevant limits and manner of exercise;
- defines, after examining the proposals of the Remuneration Committee and hearing the opinion of the Board of Auditors pursuant to Art. 2389, 3rd subsection of the It. Civil Code, the remuneration and legal treatment of the Managing Director, through the Remuneration Committee, which has been specially delegated for such purpose, as well as of the other directors vested with particular offices, including participation in the Committees established by the Board of Directors. Determines, furthermore, should the Meeting not have provided for it, the distribution of the overall compensation due to the members of the Board;
- evaluates the general company performance, taking into account, in particular, the information received from the delegated bodies, as well as comparing, on a periodical basis, the results achieved with those planned;
- examines and approves in advance the operations of the Company and of its subsidiaries, when such operations have a significant strategic, economic or financial importance for the same Company, focusing the attention in particular on the situations in which one or several Directors have an interest of their own or on behalf of third parties and, in general, on related-party transactions; for such purpose, it sets out the general criteria to identify the transactions of significant importance;
- makes, at least once a year, an evaluation of the size, composition and operation of the same Board and of its committees and expresses directions, where appropriate, on the kind of professional experts it would be deemed appropriate to include in the Board;
- provides information, in its corporate governance report, on the performance of the above-listed tasks and, in particular, on the number of meetings of the Board held during the year and on the relevant attendance percentage of each director.