Page 252 - enav_27052016
P. 252

ENAV S.p.A. Financial Statement

Chairperson, who was then confirmed as a non-executive director, by
the appointment of a new Chairperson and a new director, who was
subsequently appointed as Chief Executive Officer by the Board of
Directors at the Meeting of 7 July 2015.
Until this appointment, the Board of Directors, except for the powers
conferred upon the Chairperson by the law and By-laws, and the
specific delegation of powers and signatory powers conferred by
special resolutions, collectively exercised powers.
Subsequently, on 7 July 2015, the Board of Directors, within the scope
of its new extended composition of five members, reserved exclusive
powers for the adoption of certain strategic and planning topics,
including the approval of planning and service contracts with local
authorities, extraordinary company transactions and the finalisation of
deeds which may have particular financial and economic significance.
Extensive powers related to the administration of the Company,
including the power of legal representation, and excluding those
powers reserved by the law or By-laws to the Chairperson as well as
those powers reserved exclusively to the Board of Directors itself,
were granted to the Chief Executive Officer.
On 07 July 2015, the Board of Directors established the Remuneration
Committee, composed of three directors, with the duty of submitting
proposals to the Board of Directors for the determination of
remuneration to be paid to company directors with delegated powers
in accordance with Art. 2389 of the Italian Civil Code and applicable
legislation. The resolution also states that the Remuneration

                                                                                                                                           ENAV - Annual financial report 2015 251
   247   248   249   250   251   252   253   254   255   256   257