Role of the Board of Directors

The Board of Directors is vested with full powers for the ordinary and extraordinary management of the Company, except for any matters reserved for the Shareholders’ Meeting by law. The roles and responsibilities of the Board include definition of the strategic and organisational guidelines for the Company and the Group.
Specifically, the Board of Directors performs the following:

  • it examines the plans proposed by the Chief Executive Officer regarding the industrial and financial strategy of the Company and Group, approving them in general terms;
  • it examines and approves the system of corporate governance in the Company and the structure of the Group;
  • it defines, with the support and counsel of the Control and Risks Committee, the guidelines of the internal control system, and it assesses the system’s adequacy, efficacy and effective functioning;
  • it assesses the adequacy of the Company’s organisational, administrative and accounting structure and that of subsidiaries with strategic importance;
  • it assigns and revokes powers to the Chief Executive Officer, defining the relative limits and methods;
  • it determines, based on proposal by the Remuneration and Appointments Committee and after consulting with the Board of Statutory Auditors, the remuneration of the CEO and other directors holding specific positions;
  • using the information it receives from the Chief Executive Officer on at least a quarterly basis, it assesses the general performance of the Company’s management, including a comparison between the results achieved and forecasts made beforehand;
  • it approves in advance all transactions carried out by the Company that have a material impact on the income statement and balance sheet, particularly if they are carried out with related parties or involve a conflict of interest. The Board of Directors also examines and approves in advance transactions of relevance carried out by subsidiaries, as well as transfers of investments.

Company transactions with a material impact

The Board of Directors has exclusive authority over the following transactions, which are considered to be significant:

  • acquisition, conferral and sale of equity investments;
  • acquisition, conferral and sale of companies or company divisions;
  • acquisition, conferral and sale of real estate;
  • definition of joint venture agreements;
  • the issue of personal guarantees or collateral to third parties on the part of Mondadori, in its own interest or in that of its subsidiaries, for amounts over 20 million euro;
  • taking on of loans for an amount over 30 million euro;
  • investments in property, plant and equipment that are of great strategic importance to the Company, and in any case, investments of an amount exceeding 5 million euro for each single investment.

Subsidiary transactions with a material impact

The transactions pertaining the subsidiaries that must be submitted for approval to the Board of Directors of Mondadori are:

  • acquisition, conferral and sale of equity investments;
  • acquisition, conferral and sale of companies or company divisions;
  • acquisition and sale of real estate;
  • joint venture agreements;
  • investments in property, plant and equipment that are of great importance to the Group;
  • taking on of loans, the issue of personal guarantees or collateral;
  • other transactions that qualify as significantly influencing the share price and as such subject to mandatory disclosure to the market;
  • other transactions with a material impact on the Company’s income statement and balance sheet.

Specifically, any transaction of the types listed above which is worth over 15 million euro, insofar as the total or the consideration paid, qualifies as having a material impact on the Company’s income statement and balance sheet.