Board evaluation

Board evaluation

Since 2011, the Board members have been conducting an annual self-assessment on the functioning of the Board of Directors and its committees as well as their size and composition.

As required by the CG Code, the Board conducts at least once a year, with the preliminary contribution of the Nomination and Corporate Governance Committee, an assessment of the size, composition and functioning of the Board itself and the Board Committees. For each year of the three-year period 2022-24, the Board decided to carry out this exercise with the support of an external consulting firm of international standing, identified at the beginning of the three-year period, in order to ensure uniformity in the structure of the process, continuity and consistency for the activities carried out throughout the entire board term.

The 2022 Board review process included the formulation of a detailed questionnaire, addressed to the members of the Board of Directors and the chair of the Board of Statutory Auditors, as well as individual confidential interviews carried out by the independent consultant and a peer-to-peer review exercise.

The Board members highlighted the following strengths:

  • the structure and composition of the Board and the individual Committees are well balanced;
  • the presence of all the expected professionalism and expertise, also with a view to the overall composition;
  • the Chair's ability to steer the Board progressively towards united action, relying on strong and unanimously recognised leadership;
  • the proactive and free intervention of all Directors  in meetings;
  • the effectiveness of the Chair and the Group CEO's communication with Shareholders, employees, regulators and other Stakeholders;
  • the positive cooperation established between the Board and the Board of Statutory Auditors, in a climate of mutual respect and professional interaction;
  • the high quality of the information presented to the Board and the Committees and of the minutes of the relevant meetings.

Some areas of attention also emerged, on which to improve through specific measures:

  • the continuation of the onboarding process through continuous training on specific areas of interest;
  • an increase in in-person attendance at board meetings and the scheduling of informal meetings;
  • an improvement in the conciseness of reports and their focus on the topics under consideration;
  • the availability of more information and a wider discussion on strategy, performance and market trends, succession plans and talent development, as well as risk management;
  • an improvement in the management of confidential information for the Board.