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Powers The areas of responsibility of the Board of Directors.

The Company’s Board of Directors plays an essential role in corporate governance: it is vested with power over the Company’s and Group’s strategic and control guidelines. In addition to the powers granted to it by law and the Company bylaws, the Board holds exclusive authority over the most important decisions from an economic and strategic point of view, as well as in terms of their structural influence on management, i.e. functional to monitoring and guiding the Company.
 
In consideration of its role, the Board of Directors meets regularly, ensuring that it is efficiently organized and works to perform its duties effectively.
 
In particular, subsequent to resolution adopted by the Board of Directors on 15 May 2020, as well as pursuant to certain provisions in its bylaws, the Chief Executive Officer is not vested with the powers regarding the kinds of actions listed below, which instead remain the exclusive purview of the Board of Directors in addition to those provided for by the law and the bylaws:
  • Orders exceeding 50,000,000 euros for procurement, contracting, and services;
  • Expense-generating contracts and agreements involving commitments exceeding 50,000,000 euros;
  • Defining the corporate governance system within the company and the Group, and establishing and defining the functions of Board sub-committees, to which it appoints members and for which it approves organizational rules;
  • Defining the Company’s organizational structure, upon a proposal by the CEO, who is responsible for providing to the implementation thereof;
  • Acquisitions, swaps, and disposals of real estate with a value of more than 5,000,000 euros;
  • Approval of the rules governing supplies, sub-contracts, services, and sales;
  • Pursuant to a proposal by the Chief Executive Officer, and after a favourable opinion by the Board of Statutory Auditors, appoint and remove the executive in charge of preparing the corporate accounting documents, granting him/her adequate powers and means;
  • Pursuant to a proposal by the CEO, designate, replace and dismiss directors and statutory auditors at listed companies in which Poste Italiane has an equity investment but that are not included in the consolidation area;
  • Pursuant to a proposal by the CEO, appoint and remove the head of the BancoPosta unit, and make decisions concerning the remuneration of this role;
  • Appoint and remove the Head of the internal control function, following a joint proposal by the Chairman and the Chief Executive Officer, having consulted the Board of Statutory Auditors, and make decisions regarding their remuneration;
  • Examine and approve the Company’s transactions of strategic, economic, asset-linked or financial relevance (“Transactions of Significant Relevance”).
It should be noted that, in line with best practice and recommendations in the Corporate Governance Code, the Board of Directors has taken steps to establish the following general criteria for identifying Transactions of Significant Relevance. These are:
  • Operations for amounts in excess of 50,000,000 euros covering: a) The acquisition or disposal of companies or going concerns, assets or other activities; b) The acquisition or disposal of equity interests, including through capital increases; c) Setting up companies and, in any event, entering into partnerships or strategic alliances lasting more than five years, with the exclusion of temporary business associations; d) Granting loans or collateral-backed/personal guarantees; e) Taking out loans and credit facilities, and other expense-generating credit operations; f) Entering into transactions;
  • The issue of financial instruments;
  • Merger or demerger operations in which the total assets of the company being absorbed or the assets being demerged are equal to or greater than 50,000,000 euros;
  • Operations that require the Company to make public disclosures drafted in compliance with CONSOB provisions.
Operations put in place exclusively with or between companies controlled by Poste Italiane do not qualify as Transactions of Significant Relevance, without prejudice to the Board of Directors’ responsibility for transactions that by law and the Company bylaws fall within its responsibility.
Compatibly with the Group’s operational practices, and without prejudice to the managerial autonomy each subsidiary company, the Company’s Board of Directors shall undertake to make a prior examination of the Transactions of Significant Relevance of subsidiary companies.
As regards Transactions of Significant Relevance, Poste Italiane’s executive bodies provide the Board of Directors with adequate information on Poste Italiane’s interest in completing the operation, including through subsidiary companies. This shall include feasibility, economic sustainability and compliance with Poste Italiane’s strategic plans.
The Company’s executive bodies ensure that subsidiaries’ directors are aware of the criteria that identify Transactions of Significant Relevance.
 

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