Responsibilities of the Board of Directors
The Board of Directors possesses the widest powers for the ordinary and extraordinary management of the Company, with the exception of those reserved by law for the Shareholders’ Meeting.
The functions and the responsibility for determining the strategic and organizational guidelines for the Company and the Group lie with the Board. Specifically, the Board of Directors:
- examines, and approves in general terms, the strategic industrial and financial plans of the Company and of the Group presented by the Chief Executive Officer;
- examines and approves the corporate governance system of the Company and the structure of the Group;
- with the assistance and on the basis of the indications of the Control and Risk Committee, defines the guidelines of the internal control system and verifies the adequacy, effectiveness and effective functioning of the system;
- assesses the adequacy of the administrative and accounting organisational structure of the Company and its subsidiaries featuring strategic relevance;
- confers and revokes powers to the Chief Executive Officer defining the limits and methods;
- upon the proposal of the Remuneration and Appointments Committee and after consulting with the Board of Statutory Auditors, determines the remuneration of the Chief Executive Officer and of the other directors who hold particular positions;
- on the basis of the information received by the Chief Executive Officer at least quarterly, evaluates the general report on operations, comparing the results achieved with the forecast;
- approves in advance significant economic and financial company transactions especially if carried out with related parties or entailing a possible conflict of interests. The Board of Directors also examines and approves in advance significant transactions of the subsidiaries.
Significant company transactions
Significant transactions are deemed to be transactions pertinent to:
- acquisitions, conferments, divestments whose value for the individual transaction or for a series of related transactions (i.e. functional for the completion of the same transaction) exceeds € 10 million;
- acquisitions, conferments, sale of companies or business units whose value for the individual transaction or for a series of related transactions (i.e. functional for the completion of the same transaction) exceeds € 10 million;
- acquisitions, conferments, sale of property whose value for the individual transaction or for a series of related transactions (i.e. functional for the completion of the same transaction) exceeds € 10 million;
- definition of joint venture agreements;
- assumption of loans, borrowings and other financial debt whose expiry date exceeds 18 months, whose value for the individual transaction or for a series of related transactions (i.e. functional for the completion of the same transaction) exceeds € 10 million;
- investments in technical fixed assets of greater significance in terms of strategic impact and in any case those of an amount exceeding € 10 million for each investment.
Significant transactions of subsidiaries
The transactions of the subsidiaries to be submitted for approval by the Board of Directors of Reno De Medici are as follows:
- acquisitions, disposals, investments;
- acquisitions, disposals, sale of companies and business units;
- acquisition and sale of real estate;
- joint venture agreements;
- investments in technical fixed assets of significant importance for the Group;
- undertaking financing, granting collateral or personal guarantees;
- other operations likely to significantly affect the price of the securities and, therefore, subject to disclosure obligations to the market;
- other transactions with significant economic and financial significance.
In particular, significant economic and financial transactions which fall within the aforementioned types means transactions exceeding € 5 million.