Board of Directors
The Board of Directors is composed of a number of directors that shall be at least 8 and not more than 12, in accordance with the provisions of the Articles of Association; they are appointed by the Shareholders' Meeting on the basis of the “list voting” mechanism. The Meeting also establishes the number of members, the duration of their office and the remuneration due to the members of the Board.
The Board of Directors is vested with the broadest powers for Company management, including the right to take any actions it deems necessary for attaining the corporate purpose, except those actions that – in accordance with the law, and the Articles of Association – are reserved to the Shareholders’ Meeting.
The Board of Directors carries out its management activities by pursuing the goal of sustainable success (that consists of creating long-term value for the benefit of the shareholders, taking into account the interests of the other stakeholders relevant to Leonardo).
In particular, the Board of Directors, in accordance with its own Rules of Procedure:
- examines and approves the strategic, industrial and financial plans of the Company and of its Group, also on the basis of matters that are relevant for the long-term value generation;
- periodically monitors the implementation of the business plan and assesses the general course of the business, taking into account, in particular, the information received from the delegated bodies, as well as periodically comparing the results achieved with those planned;
- defines the nature and level of risk that is compatible with the Company’s strategic targets, taking into account the elements that are relevant for the long-term value generation;
- defines the corporate governance system of the Company and the structure of the Group it heads;
- evaluates, also with reference to Article 2086 of the Civil Code, the adequacy of the organisational, administrative and financial structure of the Company and of its strategically important subsidiaries, with particular reference to the internal control and risk management system;
- appoint directors as proxies, and revoke such power of proxy, without prejudice to the exclusive powers of the Board, and establishes the limits on such power of proxy, the manner in which it is to be exercised, and the timeframe of the delegated bodies’ reports to the Board on the activities performed during the exercise of such power, without prejudice to the at least quarterly nature of such reports provided for by Article 24.2, final subsection, of the Articles of Association;
- establishes the Company’s policy on the remuneration of directors and the top management, in accordance with the laws in force and with the Code of Corporate Governance;
- determines, upon Remuneration Committee’s proposal, the remunerative and normative conditions of those directors with power of proxy, and of the other directors with specific roles (after consultation with the Board of Statutory Auditors pursuant to Article 2389, subsection 3, of the Italian Civil Code);
- decides in relation to those transactions reserved for the Board, both by law and by the Articles of Association, and also in relation to those further transactions carried out by the Company or its subsidiaries that are of strategic, economic or financial importance to the Company, and that the Board reserves the right to decide on when granting the aforementioned power of proxy;
- evaluates on annual basis its own functioning and that of its Committees;
- adopts, on proposal of the Chairman in agreement with the Chief Executive Officer, and in order to guarantee the due handling of corporate information, a procedure for the internal management and disclosure to the public of documents and information regarding the Company, with specific regard to the processing of inside information;
- adopts, on proposal of the Chairman, formulated in agreement with the Chief Executive Officer, a Policy for managing dialogue with the generality of shareholders and other stakeholders, thus monitoring the reference benchmarks;
- provides information, in its Report on Corporate Governance, regarding the manner in which its own duties are to be performed.
The data relating to the individual attendance of the Directors at the meetings held during the year are collected annually and reported in the Corporate Governance Report.