Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

the Board of Directors, Managing Director andSecretary are in attendance at the place where themeeting is being held.The Committee may also pass valid resolutionswithout a formal meeting being called, provided thatall its members and all standing auditors in officetake part.Committee meetings are presided over by theChairman of the Board of Directors, co-ordinates theproceedings, and ensuring that all participants areprovided with adequate information regarding theitems on the agenda if necessary. In the event of hisbeing absent or otherwise impeded, these duties arecarried out by the Deputy Chairman of theCommittee.The Secretary to the Executive Committee draws upthe minutes of the meeting and enters them in theCommittee’s records, having been signed by theCommittee Chairman, the Managing Director andSecretary.Excerpts from the minutes signed by the Chairman orby the Managing Director and countersigned by theSecretary constitute full proof.”Committee meetings are presided over by theChairman of the Board of Directors, co-ordinates theproceedings, and ensuring that all participants areprovided with adequate information regarding theitems on the agenda if necessary. In the event of hisbeing absent or otherwise impeded, these duties arecarried out by the eldest member Deputy Chairmanof the Committee.Unchanged”Sub-section III – Managing DirectorArticle 24The Board of Directors appoints a Managing Directorto be chosen from among the Directors in possessionof the requisites specified under the foregoing Article14, paragraph 4 hereof.Without prejudice to the provisions of Article 17, theBoard of Directors establishes the powers of theManaging Director. The Managing Director inparticular:1) has executive powers, and is responsible forimplementing resolutions adopted by the Boardof Directors and the Executive Committee and –in accordance with the powers attributed to him –the plans and strategic directions established bythe Board of Directors and Executive Committee;2) is empowered to make proposals to the Board ofDirectors and Executive Committee, withreference in particular to management direction,proposed strategic plans and budgets, draftfinancial statements and interim accounts;3) is responsible for staff management, and havingsought the opinions of the General Manager, ifappointed, appoints managerial staff;4) ensures that the organizational, administrativeand accounting systems of the bank are adequateSub-section III – Managing DirectorArticle 254The Board of Directors appoints a Managing Directorto be chosen from among the Directors in possessionof the requisites specified under the foregoing Article15, paragraph 4 hereof.Without prejudice to the provisions of Article 18, theBoard of Directors establishes the powers of theManaging Director. The Managing Director inparticular:1) has executive powers, and is responsible forimplementing resolutions adopted by the Boardof Directors and the Executive Committee and –in accordance with the powers attributed to him –the plans and strategic directions established bythe Board of Directors and Executive Committee;2) is empowered to make proposals to the Board ofDirectors and Executive Committee, withreference in particular to management direction,proposed strategic plans and budgets, draftfinancial statements and interim accounts;3) is responsible for staff management, and havingsought the opinions of the General Manager, ifappointed, appoints managerial staff;4) ensures that the organizational, administrativeand accounting systems of the bank are adequate– 525