The Board is vested with the power to perform all acts that are necessary or useful for the realisation of the Company’s purpose, except for those actions that are specifically reserved by law or the Articles of Association to the shareholders’ meeting or other management bodies.
In particular, the Board is responsible for:
- defining the general policy orientations of the Company and its subsidiaries;
- deciding on all major strategic, financial and operational matters of the Company in order to pursue the long-term success of the Company;
- overseeing the executive management of the Company;
- taking all necessary measures to ensure integrity and timely disclosure of the Company’s financial statements and other significant financial or non-financial information about the Company;
- monitoring and reviewing the effectiveness of the audit committee and the remuneration and nomination committee;
- approving a framework of internal control and risk management set up by the executive management and reviewing its implementation;
- supervising the performance of the external auditor(s) and the internal audit, taking into account the audit committee’s assessment;
- approving the remuneration report; and
- all other matters reserved to the Board by the Code.
Within certain limits, the Board is entitled to delegate part of its powers to the members of the executive management and to delegate special and limited powers to the CEOs. The Board decides on the executive management structure and determines the powers and duties entrusted to the executive management.
The Board can only validly resolve provided at least the majority of its members is present or represented. Decisions of the Board can only be adopted with a majority of the members present or represented at the meeting.