The Board of Directors plays a central role in the governance structure, being entrusted with the management of the company to create value for shareholders through the approval and implementation of policies ensuring a steady return over time, by diversifying risks whilst preserving the assets from the cyclical nature of the business.
The Board is composed of a minimum of three to a maximum of seven members, appointed by the ordinary Shareholders’ Meeting for three financial years.
Board’s members must have the requisite of integrity and competence.
Integrity requires that candidates cannot be appointed as Board’s members if they are
- ineligible for, or revoked from such office due to prohibition, incapacity or bankruptcy judgement;
- directors of companies which received a bankruptcy judgement;
- found guilty of a crime and given an irrevocable sentence.
Competency provides that candidates must have at least seven years of experience carrying out management and control activities a) within the Augustea Group or with companies operating in similar business or b) in other companies, where they have acquired proven management experience.
Augustea by-laws state that Board’s members can be “executive” or “non-executive” directors.
Executive directors are the Chief Executive Officer of the company and the directors having individual management powers or a specific role in developing corporate strategy or those with senior management functions in the company.
All those directors who do not fall within any of the aforementioned categories are considered non-executive directors. Their number must be large enough to guarantee them a significant weight in Board’s decisions.
The Corporate Governance system which Augustea adopts provides that at least one member of the Board must fulfill the independence requirement established for members of control bodies of listed company. Independence entails the following are met:
- not to exercise any control over the company;
- not to own equity investments that allow a director to exercise control or influence the management;
- not to have – or have had in the previous year – economical relations with the company or other group companies such as to affect his autonomy of judgement;
- not to be a relative of an executive director or of a shareholder exercising direct or indirect control over the company.
Such requirements aim to avoid any conflict of interest.
The age limit is set at 65 y.o. for an executive director and at 75 y.o. for a non-executive director.
In accordance with the Italian Civil Code, the Board of Directors delegated part of its managing powers to the
Chief Executive Officer(s) and appointed two
internal Committees with consultative and proactive functions. Whilst both the Chief Executive Officer(s) and the
Chairman may act on behalf of the Company, their roles are clearly separated [
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