The Board of Directors decided to introduce the figure of the Lead Independent Director already in November 2005, in order to further enhance the role of the Independent Directors.
The Lead Independent Director (identified as the Independent Director Carlo Secchi, Chairman of the CICRCG) represents the key figure to coordinate the requests and contributions made by Independent Directors.
In this capacity, the Lead Independent Director:
- collaborates with the Chairman of the Board of Directors to achieve the best functioning of the Board;
- has the authority to convene meetings, also informal meetings, involving only the Independent Directors, independently, or at the request of the other Directors in order to discuss issues in relation to the functioning of the Board of Directors, in particular, and the Corporate Governance System, more in general, with the possibility of also inviting management representatives to discuss with the organisational structure;
- collaborates with the Chairman of the Board of Directors in order to ensure that the Directors receive complete and timely information flows.
The Lead Independent Director can avail of the collaboration of the Board of Directors’ Secretary when exercising his powers.
The Lead Independent Director has participated in all the Board of Directors’ meetings in the framework of the mandate received up to the Date of the Report, in all the meetings of the Committee for Internal Control and Corporate Governance, and the Lead Independent Director has been constantly in contact with the Chairman of the Board of Directors and CEO, as in the past, also with reference to the 2013 financial year, precisely to achieve a constant improvement of the Board information process.
The Lead Independent Director also organised 2 meetings during the 2013 financial year involving only the Independent Directors, as mentioned previously, to examine in detail issues relating to the Company’s corporate governance system, confirming the special attention paid to these aspects, as has become accepted practice. Furthermore, as already mentioned, 4 informal meetings of the Directors were held during the 2013 financial year.
The Lead Independent Director together with other Directors and Statutory Auditors also attended the presentation of the “new” 2013-2017 Industrial Business Plan held in London.