PRINTPOWERS GRANTED TO THE CHAIRMAN OF THE BOARD OF DIRECTORS
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:
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 international strategies and the Company’s internationalisation activities;
- cooperating with the Chief Executive Officer to establish the Company’s communication strategies and activities and institutional relations;
- 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. 4 of 22 July 2011 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.
In light of the premature and deeply saddening death of the Chairman of Fincantieri, General Claudio Graziano, in order to ensure the continuity of governance, the Board of Directors convened to confer to the CEO, Pierroberto Folgiero, on an interim basis, until the replacement of the Chairman, in application of the Succession Plan of the Chairman of the Board of Directors and of the Chief Executive Officer, the following powers already conferred to General Graziano:
- supervision and coordination of the internal control system of the Company and its subsidiaries;
- supervision and coordination of the development and governance activities of the corporate security including the activities referred to in the articles. 12 et seq. of the Decree of 22 July 2011, regarding the administrative protection of state secrets and classified information and the management of relations and relationships concerning industrial safety with the National Security Authority.
POWERS GRANTED TO THE CHIEF EXECUTIVE OFFICER OF THE BOARD OF DIRECTORS
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:
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.
In light of the premature and deeply saddening death of the Chairman of Fincantieri, General Claudio Graziano, in order to ensure the continuity of governance, the Board of Directors convened to confer to the CEO, Pierroberto Folgiero, on an interim basis, until the replacement of the Chairman, in application of the Succession Plan of the Chairman of the Board of Directors and of the Chief Executive Officer, the following powers already conferred to General Graziano:
- supervision and coordination of the internal control system of the Company and its subsidiaries;
- supervision and coordination of the development and governance activities of the corporate security including the activities referred to in the articles. 12 et seq. of the Decree of 22 July 2011, regarding the administrative protection of state secrets and classified information and the management of relations and relationships concerning industrial safety with the National Security Authority.
RESPONSIBILITIES RESERVED TO THE BOARD OF DIRECTORS
The Company’s Board of Directors, in addition to matters reserved to it by the law and the Bylaws, is also responsible for:
- engaging in strategically relevant agreements;
- incorporating companies, associations or entities and purchasing and selling shareholdings, enterprises or business units;
- drawing up, amending and cancelling binding letters of intent or agreements (if not already included in those letters of intent) for the supply of goods or services by the Company for amounts in excess of EUR 500 million per agreement;
- purchasing, exchanging and selling real estate, establishing other in rem rights and leases exceeding 9 years for amounts in excess of EUR 40 million;
- engaging in medium/long-term lending/ borrowing transactions for amounts in excess of EUR 500 million per transaction;
- issuing sureties in excess of EUR 500 million per transaction, except in the case of emergency sureties issued by the Chief Executive Officer;
- hiring, appointing and revoking the appointment of General Managers;
- granting assignments for professional services for amounts in excess of EUR 100,000 (individually or collectively) in the case of natural persons and EUR 500,000 in the case of professional associations or legal persons, excluding assignments granted to: (i) natural persons enrolled in professional rolls or registers; (ii) professional associations between such natural persons; and (iii) legal persons of national and international standing.