The Company’s Board of Directors is the central body of the Company’s corporate governance system, since it is vested with the broadest powers for the ordinary and extraordinary management of the same, including the definition of the strategic, organizational and control guidelines of the Company and the Group.
Pursuant to the Fincantieri’s By-laws, the Board of Directors is composed of seven or more members, up to a maximum of thirteen members, appointed by the Shareholders’ Meeting. The Shareholders’ Meeting determines the number of Board members within the abovementioned limits from time to time.
The Directors remain in office up to three financial years, as determined by the Shareholders’ Meeting at the moment of their appointment. The Directors may be reappointed.
The Board of Directors shall elect a chairman among its members, unless the appointment has already been made by the Shareholders’ Meeting.
The Board of Directors currently in office, appointed by the Company’s Shareholders’ Meeting held on 16 May 2022, for the three years period 2022-2024, which will remain in office until the Shareholders’ Meeting for the approval of the financial statements as at 31 December 2024, is composed of 10 members.
Seven Directors were taken from the list submitted by the majority Shareholder CDP Industria S.p.A. and three Directors were taken from the list submitted by the minority Shareholder INARCASSA. The Shareholders’ Meeting appointed Claudio Graziano as Chairman of the Board of Directors. On 16 May 2022, the Board of Directors appointed Pierroberto Folgiero as Fincantieri’s Chief Executive Officer. Seven Directors out of the ten members of the Board meet the independence requirements provided for by Legislative Decree No. 58 of 24 February 1998, by the By-laws and by the Corporate Governance Code.