The Board of Directors has authority to manage the activities of the company and to deliberate on any matter of the company’s management or others not included in the exclusive competence of the shareholders at the General Meeting, with full powers to perform its organic representation.
The Chairman of the Board of Directors, who is not a member of the Executive Committee, has the following responsibilities:
- represent the company;
- conduct the meetings of the Board of Directors;
- supervise the relationship between the company and its shareholders.
The Board of Directors may appoint one or more Vice-Chairmen, responsible for replacing the Chairman of the Board of Directors in his/her absence or impediment, and also assist him/her at the latter’s request.
The Board of Directors shall constitute an Executive Committee and indicate the respective Chairman, delegating to him/her, in accordance with the law and statutes, the day-to-day management of the company.
The deliberations of the Board of Directors are taken by a simple majority of the votes cast, except for the following matters which require a majority of more than two-thirds of the votes, as defined in the articles of association of the Company:
- approval of investments and divestments of the Company and companies controlled by it, and their financing, in excess of € 75 million;
- business of the company and companies controlled by it, with any entities related to stockholders, in excess of € 20 million;
- approval and amendment of strategic and business plans and their financing;
- issuance of bonds or other securities within the powers of the Board of Directors;
- proposals for amendments to the articles of association;
- participation in business not included in the core activities of the company and companies controlled by it;
- proposals for a demerger, merger, transformation and winding-up of the company and companies controlled by it;
- sign parity group or subordination agreements on behalf of the companies directly controlled by the company;
- structure of the Executive Committee;
- provision of personal or in rem guarantees.
Meetings of the Board of Directors are held on a monthly basis, unless otherwise deliberated by this body. The Board of Directors meets exceptionally whenever called by the Chairman or by any two Directors. In 2015, the Board of Directors held 10 meetings, three of which were held by electronic vote.
Each Director may be represented at each meeting by another Director, conferring him/her such powers, in writing (letter addressed to the President of the Board of Directors), so that (s)he may represent him/her for all intents and purposes, and can only be used at the meeting it refers to.
The Board of Directors operates according to the rules of organisation and operation approved by this body at the beginning of each term of office, pursuant to article 16 of the articles of association, which can be found here.
Regulations of the Board of Directors