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Powers The areas of responsibility of the Board of Directors.

The Board of Directors plays a key role in the guidance and management of the Company. In addition to the tasks and duties assigned to it by law and under the Company's by-laws, the Board of Directors have exclusive decision-making powers to undertake all actions necessary or advisable in pursuing the Company's objects. Pursuant to the resolution passed by the Board of Directors on April 28, 2017, and the by-laws, the following categories of transactions are reserved matters – not included in the powers conferred to the Chief Executive Officer – which must be approved by the Board of Directors:
  • issuance of bonds and medium/long-term loans for amounts exceeding € 25,000,000, unless otherwise authorised pursuant to resolutions passed by a shareholders' meeting or the Board of Directors;
  • strategic agreements;
  • adjudication of tender contracts for the supply of goods or services for amounts exceeding € 50,000,000;
  • agreements with government or public entities (for example, government ministries, local public entities, etc.) for commitments exceeding € 50,000,000;
  • the establishment of new companies or the purchase or sale of shareholdings in Companies;
  • any change in the organizational model implemented by the Company;
  • purchases, exchanges and sales or real estate properties exceeding € 5,000,000;
  • approval of rules governing supplies, contracts, services and sales;
  • appointment and dismissal of the Executive in charge of accounting, including granting powers and means, at the Chief Executive Officer's proposal, following a favorable opinion from the Board of Statutory Auditors;
  • appointment and dismissal of the Head of Bancoposta, at the Chief Executive Officer's proposal, as well as decisions concerning their remuneration;
  • appointment and dismissal of the Internal Auditing director, after consultation with the Board of Statutory Auditors and upon nomination by the Chairman and the Chief Executive Officer.

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