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Report on operations

On 19 September 2014, the Shareholders’ Meeting appointed the Board of Directors
of ENAV, made up of three members, namely Maria Teresa Di Matteo acting
as Chairperson and Nicola Maione and Alessandro Tonetti as Directors, for the
2014–2016 three-year period, terminating on the date of approval of the Financial
Statements for the year ending 31 December 2016, also announcing on that occasion
that the other Directors, including a new Chief Executive Officer of ENAV, would
shortly be nominated. Subsequently, the Shareholders’ Meeting of 30 June 2015,
following the resignation of the Chairperson, who was then confirmed as a non-
executive Director, increased the number of Directors by appointing a new Chairman,
Ferdinando Falco Beccalli, and a new Director, Roberta Neri, who was subsequently
appointed as Chief Executive Officer by the Board of Directors during the Board of
Directors Meeting of 7 July 2015.
In accordance with the articles of association, the management of the company
is under exclusive responsibility of the Directors who shall carry out the necessary
activities to fulfil the purposes of the company.
The Board of Directors may delegate part of its powers to a Chief Executive Officer
and, subject to a resolution by the Shareholders’ Meeting, may delegate operating
powers to the Chairman as permitted by law, specifying the scope of such powers.
During the phase in which the Board of Directors was made up of three members
and until the appointment of the Chief Executive Officer, i.e. 7 July 2015, the power
was collectively exercised by the three members of the Board of Directors, except
for the powers conferred upon the Chairman by law and by articles of association,
and save the specific delegation of powers and signatory powers conferred by special
resolutions.
Subsequently, by resolution dated 7 July 2015, the Board of Directors, without
prejudice to the powers granted to the Chairman of the Board by the law and the
articles of association, including the power to legally represent and to sign on behalf
of the company in legal proceedings and toward third parties, has reserved to its
exclusive competence the adoption of strategic and planning topics, the approval
of program and service contracts, extraordinary company transactions and the
finalization of deeds which may have relevant financial and business impact.
All the powers related to the ordinary and extraordinary administration of the
Company have been granted to the Chief Executive Officer, including the power
to legally represent the company, except for those powers reserved by the law or
by articles of association to the Chairman as well as for those powers under the
competence of the Board of Directors itself.
On 20 July 2015, in accordance with the Shareholders’ Meeting authorization held
on the same date, the Board of Directors delegated the functions listed below to the
Chairman of the Board:
• coordinating the auditing activities, also supervising the work of the dedicated

units;
• managing national and international institutional relations, in co-ordination with

the Chief Executive Officer.

12 ENAV - Annual financial report 2015