Role and functions
The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.
The responsibilities allocated to the Board of Directors include:
- Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
- Proposing the allocation of profit shown in the financial statements and the distribution of dividends.
- Taking decisions on the merging, opening or closing of departments and secondary offices.
- Appointing one or more general managers, setting their powers and responsibilities, and revoking the appointments.
- On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives.
- Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest.
- Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.
The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.