The Company has applied to its system of corporate governance provisions designed to promote transparency and the protection of minority shareholders . In particular, the Company has :
• Provided the statutory list vote for the election of the Board of Directors providing also that they are entitled to submit lists shareholders who, alone or together with other shareholders hold a total number of Shares representing at least 10% of the share capital entitled to vote at ordinary (Article 31 of the bylaws ) ;
• Expected statutorily application for voluntary recall and mutatis mutandis the provisions relating to companies listed under Legislative Decree no . 58/1998 , limited to articles 106, 107 , 108, 109 and 111 as well as the rules and regulations applicable in this field public offer to purchase or exchange mandatory (Article 48 of the bylaws ) ;
• Expected statutorily required to submit to the shareholders passed a equity equal to at least 5% of all increases or decreases compared to the following thresholds of 5 %, 10 %, 15 %, 20 %, 25 %, 30 %, 35 %, 40 %, 45 % 50% , 66.6 %, 75 %, 90 % and 95% (Article 10 of the bylaws ) ;
• Appointed Chairman of the Board of Directors as Investor Relations Officer ;
• Approved procedures relating to transactions with related parties, and the obligations of disclosure in respect of the Nomad , communication of inside information and insider dealing ;
· Verified that the requirements of independence as provided for by Legislative Decree no. 58/1998 the ends of the board of directors Attilio Ventura .
BOARD OF DIRECTORS
The Board of Directors, composed of seven members , was appointed by the shareholders of the Issuer dated 2 May 2012 and will remain in office until approval of the financial statements for the year ended 31 December 2014.
Pursuant to Article 39 of the Statute , the Board of Directors is vested with the widest powers for the ordinary and extraordinary management of the company, without limitation, with the authority to perform all acts of disposition , deemed appropriate for the implementation and the achievement of social purpose , except only what is expressly reserved by law or by statute shareholders’ meeting. The Board of Directors on 11 May 2012 gave the President and Chief Executive Officer Rinaldo teeth all the powers of ordinary and extraordinary administration provided for by law and by statute , including but not limited to title the following powers :
1 ) hire or fire , even with short-term contracts , managers , employees, and workers treated , establishing or changing their terms and conditions.
2 ) to represent the company in dealings with trade unions of workers and employers.
3 ) represent the company in labor disputes and work, collective and individual , even before the courts and in any other place .
4 ) to represent the company in front of any person or entity.
5 ) to represent the company in dealings with the public administration , government offices , government offices and regional labor , local authorities, chambers of commerce , government-related , social security and self-employed, general stores, points and warehouses , police stations , carrying out any operation , signing applications , appeals, pleadings and documents of any kind , and acts by entering into contracts falling within the negotiating powers conferred by this Act .
6) establish and collect deposits at the ministries, the offices of the public debt, cash deposits, to heads of local finance, customs offices , provinces , regions , and any other office or public body.
7) begin or terminate ( through payments , recognition or withdrawal of legal action ) litigation .
8 ) to represent the company in legal proceedings before any judiciary in Italy or abroad , including the Supreme Court of Cassation , the Constitutional Court , the Court of Auditors, the Council of State , in any state or degree of judgment giving and revoking mandates lawyers , attorneys and technical consultants.
9) require foreclosures and seizures , conservative or judicial hand of debtors and third parties ; represent the company in bankruptcy proceedings, compulsory liquidation , arrangement and administration, the liabilities include loans and signing the relevant documentation , agreed to accept and approve judicial or extra- judicial and generally provide for the interests of society as it becomes necessary in bankruptcy proceedings in which the company is involved ; collect sums in advance or balance and releasing receipt; propose and vote on requests and appeals in such procedures.
10) to step in and contribute , in Italy and abroad, in court and in auctions contracts; participation in tenders and auctions for private and public biddings organized by governments, parastatals , government agencies and private organizations in general ; tender also increasing, accept and sign the provisional and final awards , as well as the related contracts .
11) sign correspondence and any other document that requires the affixing of the signature of the company under the powers delegated by the Board .
12) withdraw from the post offices , railways, transport companies by land, sea or air , letters, folk , packages , parcels and other objects , including registered or insured , by issuing a receipt release, as well as make refusal or protest before the offices of the postal , or customs station.
13) buy or sell , whether continuous or periodic performance contracts , exchange , import and export goods and services relating to the management of the company, fixing prices, terms and conditions, possibly giving discounts or extended payment terms and signing the relevant documentation .
14) buy, exchange or sell movable assets , determining their prices , terms and conditions and sign the relevant acts, including vehicles , raw materials, goods, equipment , plant and machinery for the conduct of social activities , as well as contracts lease , including financial (leasing ) , relating to the right to the enjoyment of such property within the limits of Euro 2 million per transaction .
15) buy at public auctions movable assets , formulating offers , even for persons to be appointed.
16) negotiate, establish, modify and terminate contracts of hire , lease and administration of assets.
17) negotiate, establish, modify and terminate contracts of hire , leasing , administration of goods and services relating to the management of the company and entities with private and public companies .
18 ) to establish and require deposits and deposits, submit , modify or withdraw the tenders and , in general, carry out any operation or formalities .
19) negotiate and enter into contracts with private insurance or compulsory , signing the relevant policies relating to management and corporate contracts brokerage , transportation and shipping.
20) modify and terminate contracts of insurance, agree in the event of a claim, the compensation to be paid by the insurer , issuing a receipt for the amount collected .
21) to open and close bank accounts or term deposits with any bank or other lending institution, in Italy or abroad , and at post offices including the power to require lines of credit in any form , and also services safes, lay down conditions .
22) provide all’esazione of any amount , sum, value or title , however, and by anyone due to the company , in the form of a check , bill of exchange or title in the order issuing valid receipt or payment of the balance and turning on the current accounts of the company or to order the protest.
23) to contract with any credit institution granting loans , both in the open and against presentation of effects, as well as take and sign loan agreements and any other credit transaction passive , limited to € 2 million per transaction .
24 ) issue is on the company’s customers and do perform acts of protest and complaints of non-payment , shipping reimbursements and accounts of return .
25) make payments on bank accounts of the company.
26) make payments , write checks and make withdrawals, within the credit limits granted to the company , bank and post office accounts .
27 ) request and sign the currency declarations ; request and sign any other document or statement required for the fulfillment of import and export.
28) to represent the Company in all operations at the offices of government debt, the cash deposits / loans and any office administration of the state with the right to claim interest and amounts for any reason , withdraw cash , securities and deposits and issuing valid receipts .
29) to represent the Company at any office of financial management and performance of any documents relating to taxes, duties and fees, accept, hold and reject roles and assessments , taxes agree , sign declarations relating to direct taxes or indirect ( including statements and complaints and any other performance required by the rules on value added tax ) , forms and questionnaires , submit petitions, appeals , complaints, pleadings and documents before any tax office or tax commission , cash refunds, rebates and interest issuing receipts .
30) compromise in arbitration by appointing and revoking the members ; refer disputes to arbitration or assessments , concluding and signing the arbitration clauses .
31 ) enter into , modify or terminate contracts and agency representation , setting or changing the conditions .
32) enter into contracts for the purchase of goods and services, and any other contract or act involving expenditures or financial burden on the company.
33 ) settle any dispute relating to the company in and out of court .
34) construction of new buildings and structural changes in the organization of those already existing within the company.
35 ) the giving of “power of attorney ” ( assignment of powers to a business attorney ) or set aside.
36) provide or transfer collateral ( any good) of the company and grant any other warranty claim on the assets of the Company in favor of third parties.
37) exclusive distribution agreements and signing of supply contracts.
38) conclusion of contracts relating to contracts of any nature and kind within the limits of Euro 2 million per transaction;
39 ) entering into any transaction with leasing companies and factoring companies , including the signing of contracts, the sale of receivables and / or acceptance of sales by suppliers , which guarantees , warrants for collection , discount operations and anything else relating to factoring for amounts up to € 2 million for each transaction;
40) signing on behalf of the company requests for authorizations, licenses , permits and licenses of any kind , including , among other concessions for the construction and exploitation of the hydroelectric public water.
(41 ) enter into license agreements of know -how and intellectual / industrial property .
(42) submit applications , records, documents and applications for the registration and protection of intellectual property rights / industrial .
(43 ) enter into joint venture agreements .
(44) give consulting assignments and delegate powers to licensed professionals , and hold harmless appoint special prosecutors , legal advisers , lawyers and attorneys for certain acts or categories of acts , resort , intervene in judicial and arbitration , elect domicile , attend hearings , undergo formal , file pleadings and documents , discuss and take the appropriate conclusions , even incidental appeal , appeal to the Court of Appeal, and the Supreme Court for revision.
(45 ) enter into letters of intent, confidentiality agreements, agreements for due diligence active and passive .
(46) ensuring compliance with the provisions on environmental protection and preservation of water resources.
(47) oversee the application of the provisions of law and regulations relating to the custody of the work of contractors.
(48) ensuring compliance with the provisions relating to accident prevention , protection, health and safety of workers at work and construction sites .
(49) oversee the application of the provisions of law and regulations relating to the protection of privacy and personal data ( privacy).
Il Collegio Sindacale dell’Emittente, composto alla Data del Documento di Ammissione da 3 sindaci effettivi e due supplenti, è stato nominato in data 24 novembre 2011 e rimane in carica fino alla data dell’assemblea convocata per l’approvazione del bilancio di esercizio chiuso al 31 dicembre 2013.
LAST UPDATED: January 20, 2014 strong>
The information referred to in this Corporate Governance section shall be made available pursuant to Article 26 of the AIM Rules for Issuers.