Page 10 - ENAV eng_Relazione_Finanziaria_Annuale_2014

8 ENAV – 2014 Financial Statements

1 Report
on Operations

Corporate Governance

ENAV, an unlisted joint stock company, is wholly owned by its sole
shareholder, the Italian Ministry of Economy and Finance (MEF), which
exercises its rights in agreement with the Ministry of Infrastructure and
Transport (MIT). ENAV provides air traffic management and control
services and other essential navigation services for the airspace and to
the airports for which it has competence pursuant to article 691-bis of the
Navigation Code.

ENAV and its main subsidiaries have a traditional corporate governance
model. Its bylaws call for a Sole Director or a Board of Directors with a
minimum of three to a maximum of five members, and a Board of Statutory
Auditors with three members.

On 16 May 2013, the Extraordinary Shareholders’ Meeting modified the
bylaws to conform them to the rules adopted under Italian Presidential
Decree no. 251 of 30 November 2012 regarding gender balance in
administrative and control bodies of government-controlled companies.

The Sole Director, appointed by the Shareholders’ Meeting of 22 November
2011, remained in office until the approval of the 2013 Financial Statements,
as resolved by the Shareholders’ Meeting of 5 August 2014, and continued
in office until appointment of the new Board of Directors, composed of three
members, as resolved by the Shareholders’ Meeting of 19 September 2014.

When the new Board of Directors was appointed, the Shareholder stated
that “The Ministry of Economy and Finance and the Ministry of Infrastructure
and Transport intend today to approve a resolution that ensures restoration
of full operations of the company by renewing its Board of Directors. To
ensure more complete governance of the company, the Ministries – at a
meeting to be held in the next few days with all shareholders, directors and
auditors present – intend to expand the Board of Directors to its maximum
number under the bylaws by appointing additional directors, among whom
will be the new managing director of ENAV. While awaiting such additional
resolution, the Board of Directors appointed today must ensure that all
steps will be taken to guarantee complete and orderly operations, passing
opportune resolutions, if necessary, to delegate specific management
powers to the Company’s executives.”