Defining strategies and assessing risks to pursue sustainable success for the Company
The ENAV Board of Directors plays a leading role in the pursuit of the sustainable success of ENAV and the Group. The Board is charged with defining strategies and monitoring their implementation, as well as the definition of the most appropriate corporate governance system to conduct the Company’s business and to pursue its strategies, taking account of the independence available to it under Italian law. In addition to the powers pertaining to it under the law and under the Articles of Association, the Board of Directors has exclusive remit to take key financial and strategic decisions with a structural impact on operations or necessary for the exercise of the monitoring and guidance functions of the Company.
In line with the recommendations of the Corporate Governance Code, in February 2021 the Board of Directors approved specific Rules defining its role, composition and operating procedures, including procedures for scheduling, calling, carrying out and minuting Board meetings. The Rules of the Board of Directors also govern the procedures for managing information flows to the directors, also in relation to the role assigned in this regard to the Chair of the Board of Directors and the Secretary of the Board, as well as the confidentiality obligations connected to the information acquired in the context of Board meetings. Specific provisions are dedicated to the Board’s assessment of the independence of its members, the board evaluation process of the Board of Directors and the board induction programme.
The Shareholders' Meeting of 28 Apr 2023 appointed the Board of Directors for a term of three financial years, expiring on the date of the Shareholders' Meeting to be called to approve the financial statements as at 31 December 2025. On the same date, the Shareholders' Meeting also appointed Alessandra Bruni as Chair of the Board of Directors.
APPOINTMENT AND ELIGIBILITY REQUIREMENTS OF DIRECTORS
The members of the Board of Directors are appointed by the Shareholders' Meeting, which also determines their number within the limits established in the Articles of Association (between five and nine), as well as establishing the term of office, which shall not exceed three years. The directors’ term ends on the date of the Shareholders' Meeting called for the approval of the financial statements for the last year of their term.
Directors may take office subject to meeting certain integrity and professionalism requirements provided for by applicable legislation and the Articles of Association. The composition of the Board of Directors shall ensure that the number of independent directors is no fewer than that required by law and deemed appropriate in accordance with the recommendations in the Corporate Governance Code, as well as maintaining gender balance.
The assessments of the independence of the directors are performed by the Board of Directors at least once a year, using specified quantitative and qualitative criteria within the policy adopted for this purpose pursuant to Recommendation no. 7 of the Corporate Governance Code, and in accordance with the criterion of the prevalence of substance over form.
ENAV's directors accept their office and retain it when they believe they can dedicate the necessary time to the diligent performance of their duties, taking into account both the commitment connected with their work and professional activities and the number and nature of offices held in the oversight, management and control bodies of other listed companies and companies operating in the financial, banking or insurance sectors or companies of significant size. In this regard, the Board of Directors, acting on a proposal of the Remuneration and Appointments Committee, approved a policy regarding the maximum number of offices as director or statutory auditor considered compatible with the effective and diligent performance of the office of director of the Company.
With regard to diversity in the appointment and replacement of members of the Board of Directors and the Board of Auditors, in addition to qualifications and experience requirements for the members of these boards, ENAV has adopted the policy on diversity in the composition of the management and oversight bodies, which establishes the objectives to be pursued and the assessment criteria deemed relevant with regard to both gender diversity as required by law and the Articles of Association and to age, background and in the factors for determining the independence of directors. Finally, the policy contains indications relating to the Board’s monitoring of application of the policy.