Roles and responsibilities | Gruppo Mondadori

Role of the Board of Directors

The Board of Directors is vested with full powers for the ordinary and extraordinary management of the Company, except for any matters reserved for the Shareholders’ Meeting by law. The roles and responsibilities of the Board include definition of the strategic and organisational guidelines for the Company and the Group.
Specifically, the Board of Directors performs the following:

examines and approves the general outline of the plans proposed by the Chief Executive Officer regarding the industrial and financial strategy of the Company and Group, and ensures that they are implemented;
examines and approves the corporate governance system of the Company and the structure of the Group;
with the support and counsel of the relevant Committee, establishes the guidelines of the internal control and risk management system, determining the compatibility of such risks with management consistent with the strategic objectives, and taking into account the risks that could become significant with regard to the sustainability of operations over the medium-long term; at least once a year, assesses the adequacy and effectiveness of the internal control and risk management system as it relates to the Company’s characteristics and risk profile;
at least once a year, and after consulting with the Board of Statutory Auditors and the Director in charge of the internal control and risk management system, approves the action plan prepared by the Head of the Internal Audit function;
appoints and revokes the Head of the Internal Audit function as proposed by the director in charge of the internal control and risk management system, after obtaining the favourable opinion of the Control & Risks Committee and consulting with the Board of Statutory Auditors. With the support of the Control & Risks Committee, it also verifies that the Internal Audit function is provided with adequate resources to carry out its responsibilities;
after consulting with the Board of Statutory Auditors, evaluates the findings set out by the external auditor in any qualified opinion letter and in its report on the fundamental questions that emerged during the statutory audit;
with the preliminary support of the Control & Risks Committee, evaluates the adequacy of the administrative and accounting organisational structure of the Company and strategically significant subsidiaries, with particular reference to subsidiaries that are significant for consolidation purposes under the criteria set out in art. 165 of Lgs.Decree no. 58/1998;
attributes and revokes the powers of the Chief Executive Officer, determining their limits and exercise, and, on a proposal of the Remuneration & And Appointments Committee and after consultation with the Board of Statutory Auditors pursuant to art. 2389 Italian Civil Code, determines the remuneration of the Chief Executive Officer and the other directors with special responsibilities;
using the information it receives from the Chief Executive Officer on at least a quarterly basis, it assesses general operating performance, including a comparison between actual results and projections;
approves in advance all Company transactions with material impact on business performance, financial position and cash flow.

Specifically, a Board resolution has determined that the following types of transactions be considered to be of material impact, and that their examination and approval be exclusively reserved to the Board of Directors:

acquisitions, conferrals and sales of equity investments;
acquisitions, conferrals and sales of companies or company divisions;
acquisitions, conferrals and sales of real estate;
definition of joint venture agreements;
the issue of personal guarantees or collateral to third parties by Arnoldo Mondadori Editore S.p.A., in its own interest or in that of its subsidiaries, for amounts over € 20 million;
investments in property, plant and equipment of greatest strategic importance and in any case, investments in excess of € 5 million for each single investment.

The Board of Directors examines and approves in advance all transactions that have a material strategic impact on the business performance, financial position and cash flow of the Company and its subsidiaries.

The transactions pertaining to subsidiaries that must be submitted for approval to the Board of Directors of Arnoldo Mondadori Editore S.p.A. are classified as material on the basis of subject and value.

Specifically, the following transactions pertaining to subsidiaries are identified as material:

acquisitions, conferrals and sales of equity investments;
joint venture agreements;
acquisitions, conferrals and sales of companies or company divisions;
acquisition and sale of real estate;
investments in property, plant and equipment of greatest importance to the Group;
taking on of loans, issue of personal guarantees or collateral;
in the event that one or more of the following criteria apply:
a) the transactions qualify as liable to significantly influence the share price pursuant to Lgs.Decree no. 58/1998, and as such are
subject to mandatory disclosure to the market;
b) the transactions have a material impact on business performance, financial position and cash flow.

Specifically, any transaction of the types listed above with a value of more than € 15 million in terms of total amount or consideration paid, qualifies as having a material impact on business performance, financial position and cash flow.

24 Apr 2024