Appointments and Succession Committee – Strategies Committee

  • The Board of Directors has considered setting up an Appointments Committee
  • Identification of the criteria for possible plans to replace Top and senior Management in order to ensure continuity in business strategies

The Board of Directors has not so far established a committee charged with appointing directors, since the conditions envisaged by the Self – Regulatory Code for its establishment do not exist, also because of the current ownership structure and, above all, because of the capacity of the slate system to attribute transparency to the selection and nomination of candidates.

Moreover, it has given the Committee for Internal Control, Risks and Corporate Governance the power to identify candidates to propose to the Board in the event that an Independent Director be co-opted pursuant to article 2386, subsection 1 of the Civil Code.

In its 8 March 2011 meeting, the Board of Directors, taking into account studies conducted with the aid of the aforesaid Committee for Internal Control, Risks and Corporate Governance, resolved to recommend to the Board of Directors appointed by the Shareholders' Meeting called to approve the 2010 Financial Reports that it consider setting up an Appointments Committee, which need not necessarily be composed entirely of independent directors and which would have among its tasks:

  • definition of "emergency" plans for the replacement of:
    • the CEO;
    • the General Manager.
    The Committee must establish the necessary steps and the requirements for identification (in the company or elsewhere) of professional figures who could replace these officers in the event of an "emergency";
  • identification of the criteria for possible plans to replace Top and senior Management in order to ensure continuity in business strategies.

The Board of Directors and the Committee for Internal Control, Risks and Corporate Governance assessed the growing importance for the Company and the market of the Board's direct involvement in determination of succession policies, (i) not only in the event of natural replacement of executive directors in which shareholders' decisions have a major impact but (i) of top and senior management succession in order to monitor the strategies implemented by the Human Resources Department to ensure continuity in management.
In this regard, the reader is referred to the "Succession Plan".

The Board also recommended that the Board of Directors appointed by the Shareholders' Meeting for approval of the 2010 Financial Reports consider setting up a Strategies Committee to provide the Managing Director and the Board of Directors as a whole with support in terms of consultation and advice and on the whole for definition of strategic guidelines for the business and identification and definition of the terms and conditions of transactions of strategic importance.

The Committee is specifically to examine the Group's multi-year strategic plans before they are submitted to the Board of Directors for approval.