Corporate bodies

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The “corporate bodies” are those institutions which, within a company, are responsible for the functions of direction, management and control. Typically, they are:

  • THE SHAREHOLDERS’ MEETING
  • THE BOARD OF DIRECTORS
  • THE BOARD OF STATUTORY AUDITORS

THE SHAREHOLDERS' MEETING

The General Meeting of Shareholders is the decision-making body of companies. Its tasks include approval of the financial statements, appointment of directors, auditors and the Chairman of the Board of Auditors. Among the tasks of the assembly there is also the one to establish the remuneration of the directors and auditors and to take the decisions concerning the normal management of the company.

THE BOARD OF DIRECTORS

The BoD is the executive body of the company entrusted with the task of implementing the decisions taken by the shareholders’ meeting and carrying out the company’s business. The resolutions of the BoD must be taken by absolute majority and with the presence of the majority of the directors in office. The board of directors is responsible for approving organizational strategies, developing management policy, hiring, supervising and compensating senior managers, and ensuring the organization’s legal accountability to the authorities. Individuals may serve on the boards of directors of multiple companies.

THE BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors has the function of controlling the company and is responsible for supervising the activity of the directors, i.e., that the management and administration of the company are carried out in accordance with the law and the articles of incorporation. The Board of Auditors consists of 3 or 5 permanent members plus 2 substitute members, all elected by the company’s Shareholders’ Meeting, who may be revoked only for just cause and by court order. The Board of Statutory Auditors must meet at least once every three months and may pass resolutions by an absolute majority if the majority of its members are present. Auditors are remunerated as established by the Shareholders’ Meeting.
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