Corporate Governance Report
15. Identification of model of governance adopted
The Company adopts a classical, monist model of governance, made up of Board of Directors
and the Audit Committee, the Statutory Auditor having been appointed by the General Meeting.
The Board of Directors is responsible for performing all the administrative acts relating to the
corporate object, determining the Company’s strategic guidelines, and appointing and over-
seeing the work of the Executive Committee, no specialized committees having been formed.
The Executive Committee coordinates the operations of the functional units and the Compa-
ny’s various businesses, meeting with the senior managers of these units and businesses on
a regular basis.
The Audit Committee is responsible for auditing the Company’s activity in accordance with
law and the Company’s bylaws.
16. Statutory rules for procedural and material requirements applicable
to appointment and replacement of members of the Board of Directors
The rules on the procedural and material requirements applicable to the appointment and
replacement of members of the Board of Directors are stated in articles 8, 9, 10 and 15 of
the Bylaws.
The Board of Directors is made up of an uneven or even number of members, with a mini-
mum of three and a maximum of nine, elected by the General Meeting. A number of substi-
tutes equal to one-third of the number of acting directors may also be elected.
Up to one-third of the directors shall be elected from among persons proposed in lists sub-
scribed by shareholder groups holding shares representing no more than 20% and no less
than 10% of the share capital. Each list must propose at least two candidates for each post
to be filled and a shareholder may not subscribe more than one list. If, in a given election,
lists are presented by more than one group, the vote will decide on all the lists taken together.
In the event of death, resignation or temporary or permanent disability of a director, the
Board of Directors shall arrange for a replacement. Where a director elected under the rules
set forth in the preceding paragraph is no longer able to serve, a replacement shall be elected
by the General Meeting.
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