Board of Directors

Role

The Board has a central role in connection with corporate organisation and is responsible for the functions and strategic guidelines, as well as the verification of the existence of the necessary controls to monitor the performance of the Issuer and Group companies of which it is the Parent Company.

The Board has all powers for the management of the company and for this purpose can approve or execute all actions considered necessary or useful for the implementation of the objects of the company with the exception of those reserved by law and by the Articles of Association for the Shareholders' Meeting.

In addition, the Board examines and approves the strategic, industrial and financial plans of the Issuer and of the Group of which it is the Parent Company, the corporate governance system and the structure of the Group of which it is the Parent Company.

Appointment

• The Company is administered by a Board of Directors comprising at least 7 and no more than 15 directors
• Board Directors are appointed by the Ordinary Shareholders’ Meeting based on lists submitted by Shareholders
• The term of the office shall not exceed three financial years

Requirements

Persons who have gained at least three years experience in the following may be appointed as directors of the company:

a) administration and supervision activities, i.e. senior management tasks in joint stock companies with share capital of at least two million EUR; or

b) professional activities or university teaching in legal, economic, financial and technical-scientific fields strictly related to Company operations; or

c) managerial functions with public bodies or the public administration sector operating in the credit, financial or insurance fields, or in any case in fields which are strictly related to the company operations.

Activity

During the course of the financial year the Board evaluated the adequacy of the organisational, administrative and general accounting set-up of the Issuer on a quarterly basis, with particular reference to the internal control system and management of the conflicts of interest, in accordance with the procedures adopted by the Issuer to this end. In connection with the reviews, the Board availed itself of the support of the Internal Control Committee, the Internal Auditing Supervisor, the auditors IMMSI Audit S.c.a.r.l. and the Financial Reporting Manager, as well as the procedures and checks implemented, including those pursuant to L. 262/2005.

The Board evaluated the general results of operations at least quarterly, taking into consideration the information received from the authorised bodies, as well as periodically comparing the results achieved with those programmed.

On 23 February 2012, the Issuer’s Board conducted the annual review required under application criterion 1.C.1 lit. g) of the Code. The review found that the composition and rules of procedure of the Board of Directors and its committees were adequate, given the Issuer’s management and organisational requirements and considering the professional and managerial characteristics and experience of its members, their seniority in office, as well as the fact that out of a total of eleven Board members, ten are non-executive directors, four of whom are independent non-executive directors, who also ensure the suitability of the composition of the Board's committees.