Powers

Pursuant to Article 27 of the Company’s Bylaws, the Chairman of the Company and of the Board of Directors is the legal representative of the Company before any courts and administrative authorities and third parties and has signing authority.

Moreover, the Board of Directors resolved to grant the following delegated powers to the Chairperson, to be exercised in coordination with the CEO in order to ensure uniformity and effectiveness of the Company’s operations:

•            representing the Company before institutions, entities, national and international organisations with a view to promoting the Company’s image and activities, subject to the CEO’s responsibility for the Company’s administration and management;

•            cooperating with the Chief Executive Officer to establish the Company’s communication strategies and activities and institutional relations, national and international;

•            cooperating with the Chief Executive Officer to establish and to develop national and international strategies and the Company’s internationalisation activities;

•            supervising and coordinating the internal control and risk management system of the Company and its subsidiaries, the continuous improvement of its effectiveness and efficiency, and the implementation of specific resolutions on internal control adopted by the Board of Directors, based on a mandate from the Board;

•            supervising and coordinating the development and management of the Company’s security system aimed at safeguarding its tangible and intangible assets and resources, including the assets referred to in Articles 12 et seq. of Decree of the President of the Council of Ministers No.5 of 6 November 2015 on the administrative protection of State secrecy and classified information and the management of relations in the area of industrial safety with the National Safety Authority.

The CEO - acting as the leading figure in the Company - has the power to legally represent the Company, within the limits of the powers granted, and to manage the Company, on the basis of the guidelines formulated by the Board of Directors and in accordance with the information duties under Article 2381 of the Italian Civil Code.

Moreover, the Board of Directors resolved to grant the following tasks and delegated powers to the CEO, to be exercised by single signature:

•            to submit to the Board of Directors the business plans and budgets in which the Company’s strategic lines are defined;

•            to implement the resolutions of the Corporate Bodies, carrying out the acts, including those of extraordinary administration, resolved thereby;

•            to carry out all acts of ordinary and extraordinary administration of the Company, except for acts that cannot be delegated by law and those that are reserved exclusively to the Board of Directors.

The Company’s Board of Directors, in addition to matters reserved to it by the law and the Bylaws, as well as attributed to it by the Corporate Governance Code to which the Company adheres, is also responsible for, briefly formulated:

•          definition of the company’s strategic guidelines through the approval of industrial plans and annual budgets;

•          agreements of strategic importance;

•           establishment of companies, associations, or entities, and acquisition or disposal of shareholdings, businesses, or business units and other act involving the imposition of constraints on shareholdings or other entities and/or on businesses or business units, as well as the lease of businesses or business units, with the exception of intra-group transactions;

•           execution, amendment, and termination of binding letters of intent or contracts;

•           purchase, exchange, or sale of real estate, establishment of other property rights, and leases exceeding nine years;

•           medium and long-term financial transactions, both active and passive;

•           issuance of guarantees, except for those issued urgently by the Chief Executive Officer;

•           hiring, appointing and revoking the appointment of General Managers;

•           grating assignments for professional services.