CONSOLIDATED FINANCIAL STATEMENTS >
DIRECTORS’ REPORT
26
| 2013 ANNUAL REPORT | PRYSMIAN GROUP
Prysmian is aware of the importance of a good corporate
governance system in order to achieve strategic objectives and
create long-term sustainable value, by establishing a system
that is
effective
in complying with the legal and regulatory
framework,
efficient
in terms of cost-effectiveness, and
fair
towards all the Group’s stakeholders.
Accordingly, the Prysmian Group keeps its corporate
governance system constantly in line with latest
recommendations and regulations, adhering to national and
international best practices.
In addition, the Group has put in place standards, rules and
procedures that govern and guide the conduct of activities
by all its organisational and operating structures, as well
as ensuring that all business transactions are carried out
effectively and transparently.
During 2013, with a view to continuous improvement of its
corporate governance system, Prysmian Group undertook
several initiatives to implement the recommendations of
the Self-Regulatory Code
1
, adopted by the Company, and to
strengthen the principles of transparency and integrity.
Corporate Governance Structure
.
Prysmian’s Corporate Governance structure is based on the
central role of the Board of Directors (as the most senior
body responsible for managing the Company in the interests
of shareholders) in providing strategic guidance, in ensuring
the transparency of the decision-making process and in
establishing an effective system of internal control and risk
management, including decision-making processes for both
internal and external matters. The model of governance and
control adopted by Prysmian is the traditional one, with
the presence of a general Shareholders’ Meeting, a Board of
Directors and a Board of Statutory Auditors.
A summary of the Company’s corporate governance structure
now follows, along with a description of its main features.
CORPORATE GOVERNANCE
Effective and efficient, in order to create
long-term sustainable value and produce
a virtuous circle with business integrity
at its heart.
(1) “Italian Stock Exchange Self-Regulatory Code for Listed Companies - Ed. 2011” drawn up by the Corporate Governance Committee of Borsa Italiana S.p.A..
In accordance with art. 14 of the By-laws, the Company is
currently managed by a Board of Directors consisting of
eleven directors - who will remain in office until the date
of the annual general meeting that approves the financial
statements for the year ended 31 December 2014 - of whom
seven are non-executive. The Board of Directors is vested with
the broadest possible powers of ordinary and extraordinary
administration, except those which by law are the exclusive
prerogative of the shareholders in general meeting. In line
with the recommendations of the Code, the non-executive
directors are sufficiently numerous and have enough authority
to ensure that their judgement carries significant weight in
Board decision-making. Six of the non-executive directors
are independent within the meaning of art. 148, par. 3 of
the Unified Financial Act and of art. 3.C.1. and art. 3.C.2. of
the Self-Regulatory Code, while one non-executive director
is independent within the meaning of art. 148, par. 3 of the
Unified Financial Act. The Board of Directors has appointed
a Chief Executive Officer and General Manager from among
its members and granted him all the authority and powers
of ordinary administration needed or useful for fulfilling the
Company’s business purpose.
The management of the Company is the sole responsibility
of the directors, who undertake the actions necessary to
implement its business purpose. The Board of Directors is
also responsible for the Group’s internal control and risk
management system and is therefore required to verify its
adequacy and to adopt specific guidelines for this system,
with the support of the other parties involved in the internal
control and risk management system, namely the Control
and Risks Committee, the Director in charge of establishing
and maintaining the internal control and risk management
system, the Head of Internal Audit, the Managers responsible
for preparing the corporate accounting documents, as well as
the Compensation and Nominations Committee, the Board of
Statutory Auditors and the Company’s Monitoring Board.
Further information (i) on the corporate governance system
