The Board of Directors has a primary role in the decision making process and can undertake any operation considered to be opportune in the pursuit of business goals.
The Board of Directors of CIR was nominated by the CIR Shareholders Meeting on 8 June 2020 and will remain in charge for the period 2020-2022. It is composed of twelve members including seven independents. The board members were designated from the slate presented by the majority shareholder Fratelli De Benetti S.p.A..
Rodolfo De Benedetti
CHIEF EXECUTIVE OFFICER
Edoardo De Benedetti
Marco De Benedetti
Pia Hahn Marocco
Maria Serena Porcari
We have in our bylaws a policy that ensures gender balance in company bodies: our Board of Directors exceeds the regulatory requirements and includes seven women out of twelve board members.
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. Seven 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 Maria Serena Porcari as Lead Independent Director, a role which represents a point of reference and coordination for the requests of non-executive directors and independent directors in particular.
The Board of Directors undertakes an annual self-evaluation with regard to its size, composition, and functioning of the Board itself and the Committees. To carry out this process, 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.
The results of the 2018 self-evaluation were presented to the Board of Directors by the Lead Independent Director and permitted the formulation of a positive evaluation overall, approved by the meeting of 11 February 2019.
The Board is endowed with the broadest powers for the administration of the company. It can take any action it maintains to be opportune for the achievement of goals, with the exception of those which by law or the bylaws is reserved for the Shareholders Meeting.
In particular, the Board of Directors:
- reviews and approves the company’s strategic and financial plans, and proceeds to the review of the strategic, industrial and financial plans of subsidiaries, presented by their respective Chief Executive Officers. The Board evaluates the consistency of these plans with those of the company, periodically monitoring their implementation
- defines the nature and level of risk that is compatible with the company’s strategic goals, taking into account the principle characteristics of the subsidiaries’ activities. The company proceeds with the global evaluation of risks each year when the budget is approved
- evaluates the suitability of the organizational, administrative and accounting structure, with particular reference to the system of internal checks and risk management
- evaluates the performance of management taking into consideration information received from the Chief Executive Officer and the Chief Executive Officers of the main subsidiaries
- preemptively reviews and approves the company’s operations and reviews those of subsidiaries when they are of significant strategic importance
The Board of Directors has constituted two internal Committees with functions of consultation and proposal: the Appointments and Remuneration Committee and the Control, Risks and Sustainability Committee
Activities of direction, coordination and control of subsidiaries
The Chief Executive Officer of CIR has exclusive responsibility for the direction, coordination and control of subsidiary companies (KOS and Sogefi), including the evaluation of strategic plans, budgets and organizational structures, and the nomination and evaluation of their highest structures.