The company boards
The term “company boards” means the entities of a company, that are responsible for the management and control of the company. The most important are the following:
- Shareholders' Meeting;
- Board of Directors;
- Board of Statutory Auditors;
- The internal committees.
Shareholders' meeting
The shareholders' meeting is the decision-making body of the companies. Its duties include the approval of the financial statements, the appointment of directors, statutory auditors and the chairman of the board of statutory auditors. The duties of the shareholders’ meeting include deciding the remuneration of directors and statutory auditors and making decisions regarding the day-to-day management of the company. The ordinary shareholders' meeting must be called at least once a year, within four months from the end of the financial year.
Board of Directors
The Board of Directors is the executive body of the company whose task is to implement the decisions of the shareholders' meeting and carrying out business activities. If the number of directors on the board is not established by the deed of incorporation, it will be decided by the shareholders' meeting that also establishes the remuneration of the directors. Resolutions of the Board of Directors are taken by absolute majority and with the presence of the majority of the directors in office.
The board of directors plays a key role in corporate governance. The Board of Directors approves company strategies, develops a management policy, engages, supervises and decides the remuneration of senior managers, and ensures the legal responsibility of the company before the authorities. Individuals may be members of the boards of directors of more than one company. The Board of Directors is composed of directors under the guidance of its chairman.
Board of Statutory Auditors
The Board of Statutory Auditors has the control functions of the company and supervises the activities of the directors, in other words, it ensures that the management and administration of the company comply with the applicable law and the deed of incorporation.
The board of statutory auditors consists of 3 or 5 statutory auditors and 2 substitute auditors, all elected by the shareholders' meeting of the company, and may be dismissed only for just cause and pursuant to order of the court. A meeting of the Board of Statutory Auditors should be called at least once every three months and decides, by absolute majority, if the majority of the members are present. The statutory auditors receive the fees decided by the shareholders' meeting.
The Committees
The Self-Regulatory Code for listed companies, introduced in 2006 by the Corporate Governance Committee of Borsa Italiana S.p.A., provides the establishment of additional internal control bodies, known as committees. The main committees are the following:
The Remuneration committee
This committee submits to the Board of Directors proposals for the remuneration of managing directors and other directors who hold particular positions. It also periodically assesses the criteria used for the remuneration of executives who have strategic responsibilities, and supervises that these are applied according to the information provided by the managing directors.
The Internal Control Committee
The main task of this committee is to guarantee the protection of the company's assets, the efficiency and effectiveness of company operations, the reliability of corporate and financial information and compliance with laws and regulations. The members of the committee are non-executive directors, the majority of whom are independent. The Committee provides opinions on specific aspects relating to the identification of the main business risks and also assesses the correct use of accounting standards and the uniformity thereof in drawing up the consolidated financial statements.
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