Role of the board of directors

The Board of Directors plays a central, policy-making role in the Company’s management and so it carries out all the duties required of it by art. 1.1 of the Code. In detail, the Board of Directors:

  • examines and approves the strategic, operational and financial plans of the Company and the Prelios Group;;
  • examines and approves the system of corporate governance of Prelios, ensuring that all the necessary measures are adopted on a timely basis;
  • evaluates the adequacy of the general organizational, administrative and accounting structure of the Company and its strategically important subsidiaries, particularly with regard to the internal control system and the management of conflicts of interest;
  • delegates and revokes powers to the Chief Executive Officers and to the Executive Investment Committee, specifying the limits and manner of their exercise, wording them in such a way that the Board does not remain divested of all its powers; the Board of Directors may also appoint one or more committees to provide advice and make proposals, also in order to make the corporate governance structure comply with the recommendations periodically issued by the competent authorities (art. 19 of the Articles of Association);
  • within the limits envisaged by law, assumes decisions on merger and spin-off with reference to companies in which the Company owns at least 90% of the shares, reduction in share capital in the event of shareholder withdrawal, amendment of the Articles of Association to comply with applicable laws and regulations, move of the registered office within the borders of Italy, and the opening or closure of secondary offices; determines, after examining the proposals of the Compensation Committee and consulting the Board of Statutory Auditors, the remuneration of the directors and of those directors who have been appointed to hold particular office and, where the Shareholders’ Meeting has not already done so, it allocates the Board’s overall remuneration to its individual members;
  • evaluates the Company’s general performance, paying particular attention to the information received from the Chief Executive Officers, and periodically comparing the results achieved with those forecast and announced to the market, particularly on the occasion of approving the quarterly financial reports
  • examines and gives prior approval to transactions with a significant strategic impact or a significant impact on the Company’s operating performance, capital structure and financial position, with special reference to transactions involving related parties, except for those that are typical or usual and completed under standard terms;
  • evaluates, at least once a year, the size, composition and performance of the Board of Directors and its committees (Board Performance Evaluation).
Last update: 09/02/2018 - 17:00