Lead Independent Director

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 Committee for Internal Control, Risks and Corporate Governance) 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 sending management representatives to discuss with the organisational structure;
  • to collaborate 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 Strategies Committee of which the Lead Independent Director is a member, and the Lead Independent Director has been constantly in contact with the Chairman of the Board of Directors, as in the past, also with reference to the 2011 financial year, precisely to achieve a constant improvement of the Board information process.

The Lead Independent Director also organised three meetings during the 2011 financial year involving only the Independent Directors, as mentioned previously, to examine in detail issues relating to the Company’s corporate governance system, as has become accepted practice, confirming their special attention paid to the selfevaluation system of the Board of Directors and the remuneration mechanisms.