Page 11 - ENAV eng_Relazione_Finanziaria_Annuale_2014

As of the date of this report, the Board of Directors has not yet been expanded
as announced, nor has the new managing director been identified and,
therefore, without prejudice to the powers of representation attributed to
the Chairman by law and by the bylaws, and without prejudice to specific
delegations of powers and signature attributed with special resolutions
from time to time, powers are exercised collectively by the three members
of the Board of Directors.

Under the bylaws, the Board of Directors may delegate part of its powers
to a Managing Director and, subject to a resolution by the Shareholders’
Meeting, may delegate operating powers to the Chairman as permitted by
law and specify their scope.

The bylaws require the Board of Directors to meet every month and
whenever the Chairman deems appropriate or when requested by the
Chief Executive Officer or by at least one third of its members or by the
Board of Statutory Auditors.

In 2014, the Sole Director held four meetings with the Board of Statutory
Auditors and the Magistrate of the Court of Accounts assigned to the
Company to report on overall performance and to present a forecast,
adopting relative decisions. The Board of Directors appointed by the
Shareholders’ Meeting of 19 September 2014 met five times during the year.

The Company has a Chief Executive Officer whose term of office began on
1 December 2012.

The Board of Statutory Auditors of ENAV is composed of 3 standing
members appointed by the Shareholders’ Meeting. For the purposes
of article 2403 of the Italian civil code, the Board of Statutory Auditors
supervises compliance with the law and the bylaws, compliance with
principles of proper administration and, specifically, adequacy and
operation of the organizational, administrative, and accounting structure
adopted by the Company.

The Board of Statutory Auditors was appointed by the Shareholders’
Meeting of 11 June 2013 for the 3-year period 2013- 2015. In 2014, the
Board of Statutory Auditors met 11 times.