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The system of corporate governance adopted by the Group
is based on the recommendations and rules contained in
the "2011 Code of Self-Regulation for Listed Companies"
prepared by the Corporate Governance Committee of Borsa
Italiana S.p.A. and adopted by the Company.
The corporate governance rules directly reflect principles and
procedures that the Company has adopted and undertaken to
respect, in order to guarantee that all operations are carried
out in an effective and transparent manner.
The system of corporate governance is based on the central
role of the Board of Directors in providing strategic guidance,
and on the transparency of operational decisions and the
related decision-making processes, whether these be internal
or with an external impact.
Prysmian S.p.A. manages and coordinates the Group's direct
and indirect Italian subsidiaries, pursuant to article 2497 of
the Italian Civil Code.
After carrying out appropriate checks, Prysmian's Board
of Directors has recognised that the Company is not, in
turn, subject to management and coordination by other
companies, given the absence of likely indicators of such
circumstances: the preparation of strategic, financial and
business plans and budgets at Group level, the issuance
of instructions on financial and borrowing policies, the
centralisation of treasury, administration, finance and
control functions, the determination of Group growth
strategies, strategic and market positioning for the Group
and individual companies, especially if the policies are likely
to influence and determine the concrete actions taken by
corporate management.
The principal objectives of the system of corporate
governance are to:
- assure Prysmian shareholders of an appropriate level of
supervision over the most important strategic decisions
taken by the Group;
- organise a hierarchical decision-making structure, with
appropriate involvement of the shareholders and the
Board of Directors in the most important strategic
decisions taken by the Group, while delegating everyday
management to executives;
- require strict compliance with governance procedures by
management and establish appropriate consequences
for any non-compliance.
The traditional model of governance and control has been
adopted, with the presence of a Shareholders' Meeting, a
Board of Directors and a Board of Statutory Auditors. The
system of corporate governance is based on the core role of
the Board of Directors (as the most senior body appointed
to manage the Company in the interests of shareholders),
on the transparency of decision-making processes, on an
effective internal control system, on strict rules governing
potential conflicts of interest and on appropriate standards
of conduct for related-party transactions.
Prysmian has implemented this system by preparing and
adopting codes, standards, rules and procedures that govern
and regulate the conduct of activities at all organisational
and operational levels within the Company.
The Board of Directors exercises the widest powers of
ordinary and extraordinary administration, except for those
that by law are reserved solely for the Shareholders' Meeting.
The Board of Statutory Auditors monitors compliance
with the law, the by-laws and the principles of proper
administration in the conduct of corporate activities. It
also checks the adequacy of the Company's organisational
structure, internal control system and administrative and
accounting system.
The independent audit of the financial statements is
entrusted to a specialist firm, registered with Consob, that is
appointed at the Shareholders' Meeting.
Further information (i) on the system of corporate
governance of Prysmian S.p.A. and (ii) on the ownership
structure, required by art.123-bis of Decree 58 dated 24
February 1998 (TUF), can be found in the “Report on
Corporate Governance and the Ownership Structure” available
on the Company's website
, in the
section on investor relations/corporate governance, which is
prepared pursuant to art. 123-bis of Decree 58/1998 (TUF).
Board of Directors
In accordance with art. 14 of the By-laws, the Company is
governed by a Board of Directors consisting of no fewer than
seven and no more than thirteen members, who need not be
shareholders. The Directors are eligible for re-election.
In compliance with the provisions of Decree 58/98,
the Company has adopted a list voting system for the
appointment of directors in order to allow, where possible,
minority shareholders to nominate and elect their own
directors. The Board of Directors is appointed on the basis
CORPORATE GOVERNANCE
