The Board of Directors leads the company, defining its strategy and directing that of its subsidiaries, with a view to achieving sustainable success and thus creating value in the long term for the benefit of the shareholders, taking into account the interests of all other stakeholders of relevance for the company.
The Board of Directors of CIR was nominated by the CIR Shareholders Meeting on April 28 2023. It is composed of nine members including five independents. The directors were drawn from the list presented by the majority shareholder F.lli De Benedetti S.p.A., with the exception of Tommaso Nizzi, who was drawn from the minority list presented by Alessandro Nizzi and Beatrice Baroncelli.
The non-executive directors, through their number and authority, are such as to guarantee that their judgement will have a significant weight on Board decisions. Five non-executive directors are independent and therefore represent a majority on the Board.
In compliance with the recommendations of the Corporate Governance Code of Borsa Italiana (stock exchange self-regulation), the Board of Directors of CIR nominated a Lead Independent Director (Maria Serena Porcari), who represents a point of reference and coordination for the requests of non-executive directors, particularly those of the independent directors, and has the power to convene such meetings, either autonomously or at the request of other directors, for the discussion of matters considered of interest.
The independent directors carry out their functions mainly in the Committees. The Board of CIR has constituted three internal Committees with preliminary, propositional and consultative functions: the Appointments and Remuneration Committee, the Control, Risk and Sustainability Committee and the Related Parties Transactions Committee.
The current composition of the Board of Directors of CIR ensures an adeguate diversity in terms of gender. The Board consists of six female Directors out of eleven (more than fifty per cent of the members) and the three Committees are chaired by female Directors.
The Board, at its meeting on January 28 2022, appointed Pietro La Placa, General Counsel of CIR, Secretary to the Board of Directors.
The Board of Directors, with the support of the Appointments and Compensation Committee, every year carry out an assessment of its size, composition, and functioning and those of its Committees. The directors compile an internally prepared questionnaire, expressing their opinion on factors such as professional characteristics, experience, gender and seniority with regard to the members. In order to guarantee independence in the assessment of results, the Board uses the services of external consultants of prime standing at least once every three years.
The results of the 2022 self-assessment were presented to the Board of Directors by the Chairman of the Appointments and Compensation Committee on March 13 2023 and permitted the formulation of a very positive evaluation overall (an overall 93% of the responses indicated satisfaction).
The Board of Directors of CIR has a primary role in the decision making process and can undertake any operation considered to be opportune in the pursuit of business goals.
In particular, the Board of Directors:
- examines and approves the strategic and financial plans of the company each year, examines the consolidated business plans of its subsidiaries, assessing their consistency with the company objectives and identifying topics relevant for the generation of value in the medium and long term;
- monitors periodically the operating performance of the company and its subsidiaries, comparing the results achieved with those planned and verifying that the business plans are being implemented;
- defines the nature and level of risk compatible with the company’s strategic objectives, taking into account, in terms of their potential impact, the main risks relating to the business of the subsidiaries, which in their turn must proceed to define the nature and level of risk that is compatible with the specific nature of their businesses, with a view to achieving sustainable success in the medium-long term;
- approves transactions of the company that have a significant strategic impact and examines those of the subsidiaries, having previously defined the criteria on the basis of which a corporate transaction becomes of significant strategic importance.