Powers and Operation
The Board of Directors is responsible for managing the Company´s activities and deciding on any matter of the Company’s management or others not included in the exclusive competence of the General Shareholders Meeting.
The Chairman of the Board of Directors, who is not a member of the Executive Committee, represents the Board of Directors and the Company and is responsible for is responsible for convening and conducting the meetings of the Board of Directors and supervising the relationship between the Company and its shareholders.
The Board of Directors delegates to the Executive Committee the day-to-day management of the Company and designates the respective President. Resolutions of the Board of Directors are passed by simple majority of the votes cast, except in relation to the matters listed below, that require a qualified majority of two thirds of the votes cast, pursuant to Article 17 of By-laws:
- approval of investments and divestments of the Company and companies controlled by it, and their financing, in excess of € 75 million;
- business of the Company and companies controlled by it, with any entities related to stockholders, in excess of € 20 million;
- approval and amendment of strategic and business plans and their financing;
- issuance of bonds or other securities within the powers of the Board of Directors;
- proposals for amendments to Company´s By-laws;
- participation in business not included in the core activities of the Company and companies controlled by it;
- proposals for a demerger, merger, transformation and winding-up of the Company and companies controlled by it;
- signing parity group or subordination agreements on behalf of the companies directly controlled by the Company;
- structure of the Executive Committee; and
- provision of personal or in rem guarantees.
The Board of Directors operates according to the rules of organisation and operation approved by it at the beginning of each term of office, pursuant to Article 16 of the By-laws.
The rules on the operation and organization of the Board of Directors are set out in the Board of Directors Regulations.
The Board of Directors´ meetings are held on a monthly basis, unless decided otherwise, and exceptionally whenever called by the Chairman or by any two directors. In 2018, the Board of Directors held 9 meetings, in which two were held by electronic vote, having 92.98% of share capital represented. To see the degree of attendance to the meetings, please click here.
Each director may be represented at each meeting by another director, delegating to him/her such powers, in writing (letter addressed to the Chairman of the Board of Directors), so that s/he may represent him/her for all intents and purposes, and can only be used at the meeting it refers to.