Board of Directors
The company is administered by the board of directors, which as of 30 April 2010 consists of 14 members, seven of which are independent. Directors may remain in office for no longer than three financial years and are appointed and can be re-elected at the shareholders’ meeting. The mandate of the current board will expire at the approval of the financial statements as of 31 December 2010.
The board has the power to undertake any action it considers opportune in order to carry out and achieve the company’s objectives.
Composition of the board of directors
| Name | Position | Exec/non-exec | Independence (Code of Conduct) | Independence TUF |
|---|---|---|---|---|
| Carlo De Benedetti | Honorary Chairman & Director | Non exec | ||
| Stefano Micossi | Chairman | Non exec | ||
| Rodolfo De Benedetti | CEO | Exec | ||
| Giampio Bracchi | Director | Non exec | x | x |
| Franco Debenedetti | Director | Non exec | ||
| Pierluigi Ferrero | Director | Non exec | ||
| Giovanni Germano | Director | Non exec | x | x |
| Franco Girard | Director | Non exec | ||
| Paolo Mancinelli | Director | Non exec | x | x |
| Luca Paravicini Crespi | Director | Non exec | x | x |
| Claudio Recchi | Director | Non exec | x | x |
| Massimo Segre | Director | Non exec | ||
| Guido Tabellini | Director | Non exec | x | x |
| Umberto Zanni | Director | Non exec | x | x |
Key:
Independence (Civil Code and TUF): indicates whether a director can be qualified as independent on the basis of the criteria established by the Code of Conduct (March 2006 edition) and by art. 148 paragr. 3 of the TUF
The board of directors meeting of 29 April 2008 renewed the members of the board of directors and checked the existence of the requisites of independence set out in the code.
The shareholders meeting of 30 April 2010 decided that the board of directors would consist of 14 members and appointed as member of the Board Mr Stefano Micossi.
During the meeting, moreover, Mr Carlo De Benedetti informed shareholders that he had resigned from the position of Chairman of the company. Acknowledging this decision, the shareholders acclaimed Mr De Benedetti as Honorary Chairman of CIR, in view of his role as founder and first chairman of the company. After the shareholders’ meeting the board of directors of CIR met and, having duly acknowledged the resignation of Mr Carlo De Benedetti, appointed Mr Stefano Micossi as Chairman of the company. Mr Carlo De Benedetti remains on the board of directors of CIR.
