As recommended by Article 2.P.4 of the Code, it should be noted that all company offices have
not been concentrated on a single person, there being indeed a “CEO duality”. The Chairman, Enrico
Giliberti, is empowered to sign on behalf of the Company and acts as the Company’s legal
representative in front of third parties and in legal proceedings. Since he is not entrusted with
any proxies and does not have a management role for the administration of the Company, he should be
considered as a “non-executive director”. The Chairman has been entrusted with the organisation of
the Board’s proceedings together with maintaining relations between Executive and Non-executive
Directors. The Chairman also ensures that Directors receive sufficient information, on a timely
basis, to enable the Board to run efficiently.
The Managing Director is empowered to sign on behalf of the Company and acts as the Company’s
legal representative in front of third parties and in legal proceedings, and also has all the
specific powers and responsibilities necessary to guarantee the management of the Company, within a
general limit of value. Specific limits are set for certain transactions.
The Managing Director reports regularly to the Board of Directors on activities related to his