Members of the Board of Directors are elected by the “slate voting” system. i.e., based on slates of candidates filed by shareholders who, on their own or together with other shareholders, own in the aggregate a number of shares representing at least 2% of the share capital comprised of shares conveying the right to vote at Ordinary Shareholders’ Meetings.
The Ordinary Shareholders’ Meeting held on April 28, 2016 resolved to complete the number of Directors, which was set at 15 by the Ordinary Shareholders' Meeting of April 30, 2015, by appointing two new Board Directors of the Company, Ms Grazia Volo and Mr Alessandro Salini, whose mandate will expire with the current Board of Directors' and, therefore, at the date of the Shareholders' Meeting convened to approve the financial statements at December 31, 2017.
The composition of the current Board of Directors is as follows:
Under the Articles of Association, the Board of Directors is invested with full powers of ordinary and extraordinary administration of the company and may perform all acts deemed appropriate to implement and achieve the company object.
The Board may delegate some or all of its attributions, not attributed to it by law, to an Executive Committee, as well as part of its powers to one or more Directors. It may also name Directors and Legal Representatives, who may be chosen from among people who are not members of the Board of Directors, establishing their powers.
The Board of Directors’ function is to define the company’s strategic and organisational goals, verifying the existence of the controls needed to monitor the performance of the company and the Group.
The Board’s priority is to perform control and approval functions:
- of the strategic, industrial and financial plans of the Issuer and of the group headed by the Issuer;
- of the corporate governance system of the Issuer;
- of the structure of the group headed by the Issuer.