The governance system
This Report illustrates ENAV's corporate governance system, which is composed of a series of bodies, principles, rules and procedures that comply with the principles set out in the Code of Conduct, with the recommendations formulated by CONSOB on this subject and, more generally, with the best practices internationally applied. ENAV’s corporate governance system, also taking into account the social significance of the Company's operations, pursues the main objective of creating value for its shareholders over the medium-long term and adequately balancing and fostering all relevant interests.
ENAV's corporate governance system is structured according to the traditional Italian model and is characterised by the presence of the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors. The Board of Directors –following the Shareholders' Meeting of 28 April 2017 composed by nine members – plays a central role in the leadership and management of the Company. In addition to the duties attributed pursuant to the law and the Articles of Association, the Board of Directors has the exclusive competence in relation to the most significant strategic, economic and financial decisions, or in terms of the structural impact on the management or functional for monitoring and directing the Company. The Board of Statutory Auditors, which is composed of 3 standing Auditors and 2 alternate Auditors monitors the compliance with the law, regulations and the Articles of Association, the principles of correct administration and particularly the adequacy of the organisational, administrative and accounting structure adopted by the Company and its actual operation, as well as the adequacy and functionality of the overall risk management and control system. It also exercises the tasks referred to in Legislative Decree No. 39/2010. ENAV is furthermore subject to the control over the management of the financial statements and its assets by the Italian Corte dei conti which, through the Magistrate delegated to ENAV’s control, reports annually to the Parliament pursuant to Article 12 of Law 259 of 21 March 1958, on the legitimacy and regularity of the management and operation and on the functioning of the internal controls. The Corte dei conti Magistrate attends at the meetings of the corporate bodies.
The criteria for appointing governing bodies
The Board of Directors - Appointment and replacement
Pursuant to the Articles of Association, the Company is administered by a Board of Directors composed of no less than five and no more than nine members. The Shareholders' Meeting shall determine the number within the aforementioned limits.
The members of the Board of Directors shall remain in office for a period not exceeding three years which will expire on the date of the Shareholders’ Meeting convened for approval of the financial statements for the last year of their office.
Directors are appointed by the Shareholders' Meeting based on slates presented by the shareholders, in which the candidates must be listed using progressive numbers. For the purpose of presenting the slates, the Articles of Association require a minimum shareholding threshold of 2.5% or the different measure established by Consob in a Regulation; through resolution No. 20273 of 24 January 2018, Consob set this threshold at 1% of the share capital. Each slate must include at least two candidates who possess the requisites of independence, distinctly mentioning the proposed subjects and indicating which one is preferred.Slates with a number of candidates that is equal to or higher than three must include candidates of a different gender, as indicated in the Shareholders' Meeting notice of call of the, so as to ensure that the composition of the Board of Directors is compliant with the applicable laws on gender balance.
Each Shareholder may present and vote for only one slate. Controlling parties, subsidiaries and companies subject to joint control cannot submit lists or contribute to submitting other lists or vote for them, not even through an intermediary or trust company, with the definition of subsidiaries pursuant to Article 93 of the TUF (Consolidated Finance Act) which is applicable from time to time or as eventually replaced. Each candidate may present him/herself in one list only; otherwise said candidate shall no longer be eligible for election. The curriculum vitae of each candidate must be submitted together with each list, upon penalty of inadmissibility, as must the statements with which the individual candidates accept their candidacy and certify, under their own responsibility, that there are no causes for ineligibility or incompatibility, that they fulfil the requirements of integrity, professionalism and subsequent independence as prescribed by the applicable laws for their respective offices. The directors who are appointed must immediately inform the Board of Directors if they no longer fulfil any of the requirements which are indicated, as well as regarding the existence of any causes for ineligibility or incompatibility. Each person entitled to vote shall vote for only one slate.
The office of director is subject to possession of requirements of integrity and professionalism as provided by the law, the current regulatory provisions in effect and by the Articles of Association.
In particular, in accordance with Article 11-bis. 1 of the Articles of Association: the directors must be chosen according to criteria of professionalism and competence from among persons who have acquired overall experience of at least one three-year period through the exercise of management or control activities (i.e., managerial tasks in enterprises), professional activities or university teaching in legal, economic, financial or technical-scientific matters, relevant or, in any event, related to business activities, that is, administrative or managerial functions, in public institutions or public administrations, operating in sectors relevant to the business of the company, or in institutions or public administrations which do not have a bearing on those sectors, provided that the functions involved the management of economic and financial resources.
Moreover, a number of directors not less than that required by law, including regulations periodically in force, must possess specific requirements of independence. To this end, the following are not considered as independent directors: i) the spouse, family and relatives within the fourth degree of directors of the company, directors, the spouse, family and relatives within the fourth degree of directors of subsidiaries, parent companies and companies subject to joint control; ii) those who are linked to the company or its subsidiaries or parent companies or companies subject to joint control or to directors of the company and the subjects pursuant to letter i) by independent or subordinate employment or by other relations of a financial or professional nature that compromise independence. The Board shall assess the independence and integrity of the directors annually and the non-existence of causes of ineligibility and incompatibility.
Regarding ENAV's diversity approach, and in particular regarding gender representation in the composition of the Board of Directors, ENAV's Articles of Association require that the composition of the collective Body shall respect the gender balance, as established in the applicable legislation. The substitution and supplementing mechanisms of the Board of Directors are consistently inspired to such criteria, shall any events requiring similar interventions take place.
The Board of Directors has established the Risk and Related Parties Control Committee (with competence also with regard to transactions with related parties and related entities), and the Remuneration and Appointments Committee, in line with the requirements of the Self-Governance Code adopted by Borsa Italiana S.p.A., to which the Company adheres. The Board of Directors may also establish additional committees to assign advisory and proactive functions on specific matters or to arrange the bundling of one or more committees.
Remuneration and Appointments Committee
On May 4th , 2017, the Board of Directors immediately proceeded to reconstitute the Remuneration and Appointments Committee, consisting of four non-executive directors, the majority independent, including the Chairman.
Pursuant to the relevant rules of operation adopted by the Board of Directors on June 21st 2016, the Committee shall be responsible for the instructive, proactive and consultative tasks regarding the Board of Directors regarding remuneration and appointments pursuant to Articles 5 and 6 of the Self-Governance Code.
Risk and Related Parties Control Committee
On May 4th 2017, the Board of Directors also proceeded to establish the Risk and Related Parties Control Committee, consisting of three non-executive directors, the majority of whom are independent, including the Chairman.
The Committee, pursuant to the relevant rules of operation adopted by the Board of Directors on June 21st, is tasked with proactive and advisory functions regarding the matters inherent in the Internal Control and Risk Management System referred to in Article 7 of the Corporate Governance Code, in addition to transactions with related parties referred to in the Regulation on Related-Party Transactions adopted by Consob through Resolution No. 17221/2010 and the Procedure for Transactions with Related Parties adopted by the Company and published on the website www.enav.it.
The criteria for appointing governing bodies
Pursuant to Article 21 of the Articles of Association, the Shareholders' Meeting shall appoint the Board of Statutory Auditors which shall be composed of three standing Auditors, amongst which it elects the Chairman, and two alternate auditors.
Standing and alternate Auditors shall be appointed by the Shareholders' Meeting based on a slate submitted by the Shareholders, in which the candidates must be listed with a progressive number and the number of candidates proposed must not exceed the number of members to be elected.
The auditors will maintain office during three financial years and shall expire on the date of the Shareholders' Meeting convened for the approval of the financial statements of the third financial year of their office. The members of the Board of Statutory Auditors will be selected from among those that possess the requirements of professionalism and integrity indicated in the applicable laws and regulations.
As regards the composition of the Board of Statutory Auditors, with reference to the situations of non-eligibility and the limitations to cumulation of offices that can be covered by the members of the Board of Statutory Auditors, the applicable provisions of law and the regulations shall apply.
The composition of the Board of Statutory Auditors must comply with the provisions of the law and the regulations regarding gender balance, where applicable.
If during the course of the mandate, one or more of the standing auditors are no longer available, the alternate auditors will replace them in an order that will ensure compliance with the aforementioned provisions of the law and the regulations regarding gender balance.