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The term Corporate Governance is extensively used to identify a company’s administration and control system, meant as a set of rules and procedures for effective and efficient corporate management, whose ultimate purpose is to create value for shareholders in the medium to long term, without overlooking the interests of other stakeholders.
ENAV’s corporate governance system is compliant with general and special applicable legislation, as well as with the principles and recommendations included in the Corporate Governance Code for Listed Companies to which ENAV has elected to adhere as of the date of listing, and with the relevant best practices of the industry.
ENAV has adopted a “traditional” governance model in which roles are apportioned between the Board of Directors and the Board of Statutory Auditors. The auditing of accounts is entrusted to an independent auditing firm. The financial management is subject to the supervision of the Italian Court of Auditors as required pursuant to Italian Law no. 259 of 21 March 1958, and to this purpose a Member of the Court of Auditors attends the meetings of the Board of Directors and of the Board of Statutory Auditors.
The Shareholders’ Meeting resolves upon the most significant decisions affecting the business of the Company. These include appointing and removing the Board of Directors, the Board of Statutory Auditors and their Chairs, establishing their compensation, appointing the audit firm and approving the Company's financial statements. Furthermore, the Shareholders’ Meeting approves amendments to the By-laws and extraordinary operations, such as capital increases, mergers and demergers.
The Board of Directors is made up of 9 members and meets on a monthly basis to examine and deliberate on the running of the Company, its financial results, proposals concerning organisational models and operations of strategic importance, and about any other matter reserved to the competence of the Board. In accordance with the Italian Civil Code, the Board of Directors delegated part of its managing powers to the Chief Executive Officer.
Whilst both the Chief Executive Officer and the Chairman may act on behalf of the Company, their roles are clearly separated.
Pursuant to the By-Laws, the Board of Statutory Auditors is comprised of 3 acting members and 2 alternate members appointed by the Shareholders’ Meeting. The Board of Statutory Auditors oversees compliance with the law, with Corporate By-Laws and with principles of good management, with particular regard to the adequacy and effective functioning of the organizational, administrative and accounting systems adopted by the Company.