Powers and Responsibilities of the Chairman
The Chairman is vested with the powers granted by Italian law and the By-laws, along with the legal representation of the Company before any judicial or administrative Authority and before any third parties, the signing authority and the power to verify implementation of the Board of Directors’ resolutions.
The Chairman holds the following powers, to be exercised in collaboration with the CEO, in order to ensure the consistency and effectiveness of the Company’s actions:
- representation of the Company before institutions and national and international organizations, in order to promote the Company’s image and its activities, without prejudice to the CEO’s powers of administration and management of the Company;
- contribution to the definition of the international strategies and activities of the Company, with particular regard to the military, civil and offshore segments;
- supervision and coordination of the internal control systems of the Company and its subsidiaries, of the continuous improvement of its effectiveness and efficiency and implementation of specific resolutions of the Board of Directors regarding internal controls, under the instructions of the Board of Directors;
- supervision and coordination of the development and governance activities of the company security system, aimed at safeguarding the assets and the tangible and intangible resources of the Company, including the activities referred to in Article 12 and subsequent articles of the DPCM of 22 July 2011 on administrative protection of State secrets and classified information and management of relations with the National Security Authority in the field of industrial security”.
Powers and Responsibilities of the Chief Executive Officer
Without prejudice to the powers of the Board of Directors, the Chief Executive Officer, in his/her capacity as head of the Company, is vested with the powers of administration and management of the Company, based on the indications of the Board of Directors and in accordance with the disclosure obligations provided for by Art. 2381 of the Italian Civil Code.
The Chief Executive Officer is the holder of the following delegated powers, to be exercised with individual signatory powers:
- to submit to the Board of Directors the Company’s strategic and organizational guidelines;
- to implement the resolutions passed by the Board of Directors and Board of Statutory Auditors (collegial bodies), performing the acts, including extraordinary management acts, resolved by the same;
- to carry out all acts of administration and management of the business.
Responsibilities of the Board of Directors
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 strategic, organizational and control guidelines of the Company and the Group.
In addition to matters reserved to it by law and the By-laws, the Board of Directors is also responsible for:
- definition of corporate strategies through the adoption of business plans and annual budgets;
- agreements of strategic importance;
- establishment of companies, associations or entities and acquisition or sale of equity investments, companies or business units;
- execution, amendment and termination of binding letters of intent or contracts, if not already included in such letters, for the supply of goods or services by the Company of an amount exceeding EUR 500 million per contract;
- purchase, exchange or sale of real estate, constitution of other rights in rem and lease agreements with a term longer than nine years, for amounts exceeding EUR 40 million;
- medium and long-term borrowing and lending transactions, for amounts exceeding Euro 500 million per transaction;
- issue of guarantees for amounts exceeding Euro 500 million per transaction, without prejudice to the power of the CEO to issue such guarantees in cases of urgency;
- recruitment, appointment and removal of Managing Directors;
- contracting providers of work or services for amounts exceeding, individually or cumulatively, Euro 100 thousand for individuals and Euro 500 thousand for professional associations or legal entities, except for (i) individuals entered on professional registers or lists, (ii) professional associations among these individuals and (iii) legal entities of national and international importance.