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Responsibilities and organization
Pursuant to the Company’s by-laws, the Board has complete power over the administration
of the Company’s business and it has the power to take actions deemed advisable for the
pursuit of the Company’s corporate purposes. Within the limits prescribed by Italian law, the
Board may delegate its general powers to an executive committee and/or any managing
director. The Board has delegated certain of its powers, excluding, amongst others, the conduct
of material litigation, material non-budgeted expenditure, material agreements, entering
into joint ventures, M&A, licensing, material lending agreements, variation in share option
schemes, approval of the annual budget and actions on the intellectual property exceeding
ordinary administration to the Company’s Managing Director, Luca Benatti, whose functions
include coordination and supervision of the Company’s business. Although the Company’s
by-laws specifically permit the Board to appoint an executive committee, this right has not
been exercised by the Board. The Board also determines the duration of the term of the
Company’s Managing Director. The Chairman of the Board, any Deputy Chairman as well as
any Managing Director are the legal representatives of the Company. The Board and any
Managing Director may delegate the power to carry out certain acts within the scope of their
respective authority.
Pursuant to the Italian Civil Code, Newron is also required to appoint a supervisory
body referred to as the Board of Statutory Auditors (see “Board of Statutory Auditors”).
The Company’s directors are elected at the Company’s annual ordinary meeting of shareholders
for a term of three financial years. The Company’s directors may be re-elected for
an unlimited number of consecutive terms. If the shareholders fail to elect a Chairman at the
shareholders’ meeting, the members of the Board elect, from amongst themselves, the
Chairman, and one or more Deputy Chairmen and/or Managing Directors.
Under Italian law, directors may be removed from office at any time by a shareholder’s
resolution. However, if removed without just cause, such director may have a claim for
damages against Newron. The Company’s directors may resign at any time by written notice
to the Board of Statutory Auditors. Further to such removal or resignation, the Board may
appoint substitute directors, subject to the approval of the Company’s Board of Statutory
Auditors, who will serve until the next general meeting of shareholders.
Meetings
Meetings of the Board may be called by the Company’s Chairman or any Deputy Chairman,
Managing Director or two directors by notice setting forth the matters to be discussed at
the meeting, to be sent at least five days (or in cases of urgency, at least one day) before the
date of the meeting. The minimum quorum required for Board meetings is a majority of the
Company’s directors in office. Board meetings are chaired by the Company’s Chairman or,
if the Chairman is absent or otherwise unable to act, by any Deputy Chairman or the Company’s
Managing Director. Resolutions are adopted by a majority vote of the directors present
at the meeting.
In 2011, a total of twelve meetings of the full Board were called, of which five were held
physically and seven via phone. In addition, the nomination and compensation subcommittee
convened for one time and the audit subcommittee for two times. While the physical
meetings are called on a bi-monthly basis and usually take a business day, the phone Board
meetings are called upon requirement and usually take between one and three hours. The
Board of Directors – Newron Annual Report 2011 2 3