The governance system
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 Corporate Governance Code for Italian Listed Companies, promoted by the Committee for Corporate Governance established by Borsa Italiana S.p.A., with the recommendations formulated by Consob on this subject and, more generally, with international best practices.
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 to long term and adequately balancing and fostering all relevant interests.
ENAV’s corporate governance system is structured according to the traditional Italian model and consists of the Shareholders’ Meeting, the Board of Directors and the Board of Auditors.
With regard to the composition and responsibilities of the governance and control bodies, please see the detailed description contained in the Report on Corporate Governance and Ownership Structure found in the ‘Governance’ section of ENAV’s website: www.enav.it..
Diversity policies for the appointment of members of the governance bodies
With regard to the diversity criteria applied to the composition of the Board of Directors, ENAV applies the general appointment and selection criteria for members of the administrative body as described in detail in the Report on Corporate Governance and Ownership Structure. As an overview, pursuant to Article 11-bis.1 of ENAV’s Articles of Association, directors must be chosen according to criteria of professionalism and competence from among persons who have experience of at least three years in activities involving administration or control or management within companies, professional activities or the teaching of legal, economic, financial or technical-scientific subjects at university level, or other subjects that are relevant or in any case functional to the operations of the Company, or managerial functions in public entities or public administrations, operating in sectors which are related to the company’s sector, or entities or public administrations that are not related to the aforementioned sectors provided the functions involve the management of economic and financial resources. Moreover, with regard to gender representation in the Board of Directors, Article 11-bis.3 of ENAV’s Articles of Association requires that the composition of the administrative body complies with the current regulations regarding gender balance. The substitution and integration mechanisms of the Board of Directors are consistent with such criteria.
The criteria for appointing governing bodies
Pursuant to Article 21 of the Articles of Association, the Shareholders’ Meeting shall appoint the Board of 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 that shall expire on the date of the Shareholders’ Meeting convened for the approval of the financial statements of the third financial year of their term. The members of the Board of 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 Auditors, with reference to the situations of non-eligibility and the limitations to accumulation of offices that can be covered by the members of the Board of Auditors, the applicable provisions of law and the regulations shall apply. The composition of the Board of Auditors must comply with the provisions of the law and the regulations regarding gender balance, where applicable. If during the course of the term, 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.
The Sustainability Committee and other committees
This committee, established by the board resolution of 27 June 2018, is tasked with assisting the Board with its investigative and advisory functions and with the development of proposals. It also assists the CEO with matters regarding sustainability.
In exercising its powers and responsibilities, the Board of Directors relies on the support of internal committees with proposal and consultative functions. Specifically, in accordance with the requirements of the Corporate Governance Code for Italian listed companies produced by Borsa Italiana S.p.A., which ENAV has adopted, the Board of Directors established the Control, Risks and Related Parties Committee and the Remuneration and Appointments Committee. Both committees were established within the Board itself. More information on the composition and responsibilities of these committees can be found in the Report on Corporate Governance and Ownership Structure.
In addition to the above, ENAV’s Board of Directors established a Sustainability Committee composed of three non-executive members, the majority of whom are independent, including the Chairman. This committee, established by the board resolution of 27 June 2018, is tasked with assisting the Board with its investigative and advisory functions and with the development of proposals. It also assists the CEO with matters regarding sustainability.