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Functions of the Board of Directors

The Board of Directors, in addition to the powers reserved by the law and the articles of association, therein including the provisions stipulated in the fourth paragraph of art. 2381 of the civil code, also has powers for:

- examination and approval of Company strategic, industrial and financial plans and budgets;

- examination and approval of Group strategic, industrial and financial plans and the consolidated budget;

- examination and approval of Company interim quarterly management reports and the half-yearly report, also in consolidated form;

- evaluation of the suitability of the general organizational, administrative and accounting setup of the Company and subsidiaries with strategic significance organized by the Managing Director, with particular reference to the internal control and conflict of interest management system;

- evaluation of the general progress of management, taking into particular consideration the information received by the delegated bodies, in addition to periodically comparing the results delivered with those planned;

- periodic examination of the economic, balance and financial progress of the Company and the Group;

- examination and approval of sale and acquisition operations, of whatever kind and in whatever legal form, of controlling shareholdings and company branches or groupings;

- definition of the Company corporate governance system and rules and the Group structure;

- the establishment and regulation of Board internal committees, with the relevant appointment and determination of remunerations;

- the attribution and revocation of proxies to the Managing Director, the Chairman and other board members, with possible specification of the limits and modes of implementation (of the proxies themselves), with determination of the relevant remunerations;

- examination and approval of the operations of the Company and its subsidiaries, when such operations have significant strategic, economic, asset and financial importance for the Company. In this respect, it should be noted that the Company’s Board of Directors of 28 April 2010 resolved that transactions having the characteristics above specified are, without limitations: (a) transactions to be accomplished by the Company or Group company belonging to the Issuer, relating to the establishment of companies and branches or the acquisition, transfer, disposal in any form of investments or companies or ongoing concerns when (i) the relation between net equity involved in the transaction and the Group’s consolidated net equity is greater than 5% or (ii) the value of the transaction is greater than 5% of the Group’s consolidated net equity; and (b) the issue of personal or real guarantees,of whatever amount, is in the interest of the subsidiary, and in the interest of third parties;

- formulating a decision, on the proposal of the Managing Director, regarding exercising the right to vote in subsidiaries with strategic significance.

 

The Board of Directors, with the opinion of the control and risk committee, shall:

a) define the guidelines of the internal control and risk management system, so that the main risks concerning the issuer and its subsidiaries are correctly identified and adequately measured, managed and monitored, determining, moreover, the level of compatibility of such risks with the management of the company in a manner consistent with its strategic objectives;

b) evaluate, at least on an annual basis, the adequacy of the internal control and risk management system taking into account the characteristics of the company and its risk profile, as well as its effectiveness;

c) approves, at least on an annual basis, the plan drafted by the person in charge of internal audit, after hearing the Board of statutory auditors and the director in charge of the internal control system;

d) describe, in the Corporate Governance Report, the main features of the internal control and risk management system, expressing the evaluation on its adequacy;

e) after hearing the Board of statutory auditors, it assesses the findings reported by the external auditor in the suggestions letter, if any, and in the report on the main issues resulting from the auditing.

Last update: 15/11/2018 22:47