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Annex 4 – Chairperson of the Board of Directors: Role

The powers of the Chairperson of the Board of Directors are as follows:

  • The Chairperson, pursuant to Article 2381, paragraph 1, of the Italian Civil Code, convenes meetings of the Board of Directors, sets the agenda, coordinates its work and ensures that directors are provided with adequate information on agenda items.
  • The Chairperson, pursuant to Article 19 of the Bylaws, has powers to represent the Company in respect of any legal or administrative authority and in respect of third parties, and has powers of signature.
  • The Chairperson, pursuant to Article 14.1 of the Bylaws: (i) chairs the Shareholders’ Meeting, fulfilling the duties assigned by law and by the meeting regulations; (ii) convenes and chairs, sets the agenda for and coordinates the work of meetings of the Board of Directors; and (iii) ensures that the directors are provided with adequate information on the items on the agenda.
  • The Board of Directors, pursuant to Article 16.1, paragraph 2 of the Bylaws, at the Chairperson’s recommendation with the CEO’s agreement, may also delegate responsibility for individual acts or categories of acts to other members of the Board of Directors. The Chairperson and the CEO, within the limits of the powers attributed to them, may delegate responsibilities and powers of representation of the Company for individual acts or categories of acts to employees of the Company and also to third parties.
  • The Board of Directors, pursuant to Article 16.2 of the Bylaws, at the CEO’s recommendation with the Chairperson’s agreement, may appoint one or more General Managers, defining their powers, having first ascertained that they meet the legally prescribed requirements for integrity.
  • The Board of Directors, pursuant to Article 16.4, paragraph 1 of the Bylaws, at the CEO’s recommendation with the Chairperson’s agreement, and with the prior approval of the Board of Statutory Auditors, may appoint the Executive Responsible For Preparing Corporate Accounting Documents.
  • The Board of Directors, at the recommendation of the CEO, with the agreement of the Chairperson, the favourable opinion from the Control and Risk Committee and after consulting the Board of Statutory Auditors, appoints and dismisses the Internal Auditor and, following prior verification with the Compensation Committee, sets their remuneration in line with the Company’s remuneration policy; ensures that they are given the appropriate resources to fulfil their responsibilities.
  • The Appointments Committee, pursuant to its Regulations, at the proposal of the CEO and approval from the Chairperson, submits to the Board of Directors candidates for the corporate bodies of the Subsidiaries included in consolidation and of strategic foreign investee companies.
  • The Board of Directors, pursuant to Article 3.1.2. of the Company’s 231 Model, must approve by resolution the composition of, and changes and additions to, the Supervisory Body, after consultation with the Control and Risk Committee and the Board of Statutory Auditors, at the CEO’s recommendation with the agreement of the Chairperson.
  • The Chairperson also carries out the further tasks set forth in the Code of Corporate Governance approved by the Corporate Governance Committee relating to the role of the Chairperson of the Board of Directors.
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