Board’s stance on the maximum number of roles
In line with the recommendations set forth in the Corporate Governance Code, on December 19, 2014, the Board of Directors, at the Nomination Committee’s proposal, defined its policy on the maximum number of management and control roles that would be compatible with an effective performance of the role of Director of the Company, also taking into account the Directors’ participation in Committees established within the Board.
Under such policy, the Company’s Directors may accept the mandate and continue to keep them where they are of the view that they are capable of dedicating, for purposes of ensuring the effective performance of their tasks, the necessary time, taking into account the number and nature of roles held in the management and control bodies of other large companies and the commitment asked of them in connection with professional activities engaged in as well as roles held within associations.
For such purposes, the term “large companies” means:
a) Companies whose shares are listed on regulated stock exchanges, including foreign stock exchanges;
b) Italian or foreign companies whose shares are listed on regulated stock exchanges and which operate principally in the insurance, banking, securities brokerage, asset management or financial sectors;
c) Other Italian or foreign companies whose shares are not listed on regulated stock exchanges and which, while operating in sectors other than those indicated in letter b) above, have assets exceeding Euro 1,000 million and/or revenues exceeding Euro 1,700 million on the basis of the most recently approved financial statements.
In particular, the policy approved by the Board provides as follows:
1) For the person holding the role of Chief Executive Officer and for the Executive Directors (with specific management mandates) of Fincantieri: (i) it is generally not permitted, unless otherwise decided through a reasoned assessment expressed by the Board of Directors — to hold any role as Chief Executive Officer in the companies indicated in letter a) above; (ii) a maximum of 3 roles as Director (whether as executive director with specific mandates or as non-executive director) and/or as standing auditor with the companies indicated in point (i) above is permitted; (iii) a maximum of 5 roles as Director (whether as executive director with specific management mandates or as non-executive director) and/or in a supervisory body in the companies indicated in letters b) and c) above is permitted.
In any case, unless otherwise decided through a reasoned assessment expressed by the Company’s Board of Directors, Fincantieri’s Chief Executive Officer may not hold the role of director in any of the companies indicated in letter a) above that do not belong to the Fincantieri Group and the Chief Executive Officer of which is a Director of Fincantieri;
2) For Fincantieri’s Directors other than the Chief Executive Officer and Executive Directors (with specific management mandates), the number of roles held with management or control bodies of other companies referred to in letters a), b) and c) may not exceed 5.
In calculating the roles indicated in points 1) and 2) above, roles held in direct and/or indirect subsidiaries or affiliates of Fincantieri are not taken into account. Moreover, if a Director holds roles in several companies belonging to the same group, only one role within such group is counted for purposes of calculating the number of roles.