The Chairman has supervision and institutional powers, including:

• company representation;
• company promotion;
• relations with relevant third parties;
• overseeing and supporting the CEO activity;
• Board of Directors coordination.

The Chief Executive Officer is vested with all the powers for the ordinary and extraordinary management of the company and has to report periodically on the implementation of delegated powers. Furthermore, according to the governance guidelines, the CEO is committed to keep his autonomous spending power within the limits of the approved budget and to share with the Board the unbudgeted expenses.

The holding company's executive directors are also responsible for identifying the main goals of the subsidiaries’ Boards, in order to ease the assessment of their actions.

The Board exclusively reserved to itself the following powers, in addition to those which cannot be delegated by law. In more detail, the Board:

• defines the corporate governance system of the Group;
• adopts an effective internal control system and defines risk management policies;
• assesses the adequacy of the general organizational, administrative and accounting system;
• evaluates the opportunity and eventually prepares stock options plans for the approval of the Shareholders’ meeting, and more generally defines criteria for an incentive scheme of the company and of the Group;
• approves transactions with strategical, economical and financial relevance;

• approves the corporate social responsibilities and the related projects.

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