The Board of Directors is responsible for guiding and monitoring the management of the Company and the Group it heads, defining its strategic guidelines and governance system.
The Board of Directors pursues the objective of creating value in the medium to long term for the benefit of the shareholders. In its actions, the Board of Directors shall at the same time take into account the interests of other stakeholders of importance to the Company and the Group. The Board of Directors operates by pursuing Sustainable Success in compliance with the Code of Ethics and ESG Principles. The management body, without prejudice to the prerogatives of the Shareholders' Meeting pursuant to law, has the broadest powers to perform all acts aimed at achieving the company’s purpose.
For the exercise of its mandate, the Board of Directors has made a number of decisions concerning particularly significant matters and operations, while assigning a portion of its management responsibilities to the Chief Executive Officer to ensure more streamlined and efficient management of the Company.
In line with best practice, the Board of Directors has chosen not to grant operational powers to the Chairman, who performs institutional, policy and control tasks.
Among its independent directors, the Board of Directors has appointed a Lead Independent Director, entrusted with the tasks specified in the Corporate Governance Code. Three Endoconsiliar Committees operate within the Board of Directors, all with proposing and advisory functions.
The Board of Directors has adopted guidelines for the functioning of the Board of Directors and the Endoconsiliar Committees (italian only) in which, in addition to recalling the main duties of the Board of Directors and individual directors, the rules for the functioning of the Endoconsiliar Committees are outlined, so as to consolidate the practices followed and incorporate the indications contained in the Corporate Governance Code
The 31 March 2022 Shareholders' Meeting appointed the Board of Directors, composed of 10 members, for a term of three financial years, expiring on the date of the Shareholders' Meeting to be called to approve the financial statements as at 31 December 2024.
Following the termination of the offices of Fabio Gallia and Florence Schreiber on May 7th 2024 and June 18th 2024, respectively, the Board of Directors of October 15th 2024 coopted Indipendent Director Andrea Munari and the non-executive Director Chanavas Caroline.
The information below refers to the Board of Directors in its current composition.
Guidelines for the functioning of the Board of Directors and the Endoconsiliar Committees (italian only).