Pursuant to the corporate By-laws and in accordance to the recommendations of the Corporate Governance Code for Listed Companies, the Board of Directors adopts specific guidelines regarding the maximum number of offices that its members may hold within the management and control bodies of other companies listed on regulated markets (including foreign markets), or in companies that are otherwise relevant, that may be considered compatible with an effective performance of a director’s duties.
To this end, on 1 March 2017, upon the proposal of the Remuneration and Appointments Committee, the Board of Directors approved a policy specifying the maximum number of offices of director or statutory auditor considered to be compatible with the efficient and diligent performance of the office of director within this Company.
This policy considers as significant to this end only the offices held in management and control bodies of the following types of companies ("Significant Companies”):
(i) companies with listed shares on regulated markets, including foreign companies;
(ii) other Italian or foreign companies, whose shares are not listed on regulated markets, which operate in the financial, banking or insurance sector or which have total assets of more than €1,000 million and/or revenues of more than €1,700 million based on the most recent approved financial statements.
In compliance with the recommendation set forth in the Code of Conduct, the policy approved by the Board of Directors identifies the limits of offices that can be held at the same time (which can be measured through a system of specific weightings for each type of office), depending on (i) the commitment connected to the role covered by each interested party whether on the Board of Directors of ENAV or the management and control bodies of Significant Companies, and (ii) the nature of the companies at which the other offices are held, excluding from this calculation offices held in subsidiaries which are directly and/or indirectly connected to ENAV.
In line with the recommendations of the Code of Conduct, it is expressly provided that the Chief Executive Officer of ENAV shall not hold the post of director of another issuer, not belonging to the same group, where the CEO is also a director of ENAV.The Board of Directors of ENAV may agree reasoned exemptions to the above-mentioned limits, also based on the characteristics and complexity of the post.