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          Board evaluation

          Board evaluation

          Since 2011 Directors have been performing annually an evaluation of the functioning of the Board and its committees, as well as of their size and composition.

          The evaluation process is conducted with the support of a main advisor, chosen by the Board after consulting the Corporate Governance, social and environmental Sustainability Committee, also using questionnaires, personal meetings and/or interviews.

          The results of the evaluation for the fiscal year 2017 have been examined by the Board, after consulting the Corporate Governance, social and environmental Sustainability Committee, and have brought out some strength points (see table) and some areas for improvement.

          AREA

          FOCUS
          Size and composition
          of the Board of
          Directors
          Adequate number
          Appropriate ratio between executive and non-executive directors as well as independent and non-independent directors
          A good mix of skills and experiences
          Proper diversity
          Proper remuneration for Directors, proper appointment processes and criteria
          Number and nature of offices considered compatible with Directors' duties
          Operation and training of Directors Proper number and length of meetings, satisfaction for Directors' attendance and contributions
          A good internal atmosphere which promotes an open, direct, effective debate
          Effective and efficient decision-making process
          Prompt, high-quality information is received prior to each meeting
          Satisfaction with the new procedure on the evaluation of independence requirements for Directors
          The Board of Directors guarantees the implementation of a sound risk management system, and ensures its adequacy and efficiency
          Effective and detailed minutes
          Acknowledged usefulness and efficacy of the meetings of the Independent Directors, and favourable opinion of the introduction of meetings for non-executive directors only
          Appreciation for the preparation and the commitment of Directors
          Satisfaction with the 2017 training programme
          Appropriate allocation of delegated powers between Group CEO and Board of Directors
          Appreciation for the meetings held at the Group's premises abroad
          Proper organisation and management so as to achieve goals
          Appreciation for quality and continuity of relations with the Group CEO, GMC members, top managers and heads of
          control functions
          Satisfactory processes for the performance evaluation of the Group CEO and GMC members
          Role of the Chairman Recognised leadership, a role that promotes discussion and the convergence of individual opinions
          Good management of relations with stakeholders
          Strategy and
          knowledge of the Group
          Clear strategy and decision by the Board of Directors that reflect a balance between short and mid-long term
          Strong focus on strategic discussion in the Board of Directors, efficacy of Strategy Days
          Board Committees and Board of Statutory Auditors The structure of the Committees is adequate, and support for the Board of Directors decisions by means of opinions and presentations is appreciated
          Satisfaction with the activities of the Board of Statutory Auditors, and appreciation of the Chairman authoritativeness and expertise on the subject of control and risks

           

          Among the areas for improvement, a minority of the Directors identified the advisability to:

          • further strengthen the Board's IT system competences and increase its geographical diversity;
          • devote more time to discussion of social and environmental sustainability issues.

          The Board has begun to discuss the measures to be taken on the above topics, that represent however, as said before, areas for improvement only for a minority of Directors, within a overall picture of full satisfaction.