GOOD GOVERNANCE MODEL
The shareholders acting at the General Shareholders’ Meeting are the sovereign governance body of the company.
Pursuant to article 26 of the By-Laws, management of the Company is vested in a Board of Directors, its Executive Committee and, as resolved by the Board of Directors, a Chief Executive Officer. The Board of Directors consists of 15 directors and has three advisory committees:
• The Audit and Compliance Committee (consisting of an independent director, who acts as chairman, and two proprietary directors).
• The Nominating and Compensation Committee (made up of two independent directors, one of whom acts as chairman, and a proprietary director).
• The Related-Party Transactions Committee (consisting of two independent directors, one of whom holds the office of chairman, and an executive director).
The activities of the Board of Directors focus on the governance of the group and on mapping out the general strategy, policies and guidelines, as well as
Pursuant to article 26 of the By-Laws, management of the Company is vested in a Board of Directors, its Executive Committee and, as resolved by the Board of Directors, a Chief Executive Officer. The Board of Directors consists of 15 directors and has three advisory committees:
• The Audit and Compliance Committee (consisting of an independent director, who acts as chairman, and two proprietary directors).
• The Nominating and Compensation Committee (made up of two independent directors, one of whom acts as chairman, and a proprietary director).
• The Related-Party Transactions Committee (consisting of two independent directors, one of whom holds the office of chairman, and an executive director).
The activities of the Board of Directors focus on the governance of the group and on mapping out the general strategy, policies and guidelines, as well as
on oversight and consideration of particularly important matters. The Management Team, either directly or through the appropriate committees, is charged with the organization of the group and the implementation, coordination and dissemination of the general strategies and guidelines. Each of the businesses is responsible for its effective management and stewardship through its own governance bodies.
