BOARD OF DIRECTORS’S FUNCTIONS

The Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the Company and more precisely it has the right to perform all the deeds deemed necessary for the achievement of the corporate purpose, excluding those that the law and the Articles of Association reserve strictly to the 'Assembly. Decisions concerning the definition of strategic lines of development and direction of social management, also on a multi-year forecast plan. The annual Business and Economic-Financial Plan (Budget) and the multi-year Investment Plan are responsibility of the Board of Directors, and cannot be delegated in any way.

The Board of Directors is empowered to establish internal behaving rules and procedures, as well as to establish committees and commissions also for the purpose of conforming the corporate governance system to the model provided by the Code and / or other regulations in force from time to time.

Pursuant to art. 23 in the Articles of Association, the Company approves the transactions with related parties pursuant to the Consob Related Parties Regulation, in accordance with the provisions of the law and regulations in force from time to time, as well as its own statutory provisions and procedures adopted on the matter. The internal procedures adopted by the Company with regard to transactions with related parties may provide for the exclusion of urgent transactions, including those of the Shareholders' Meeting, from their scope, in compliance with the conditions and within the limits allowed by the applicable laws and regulations.

 

In addition, the above mentioned article provides that it is the responsibility of the Board of Directors to adopt certain resolutions that involve amendments to the Articles of Association and, in particular:

  1. incorporation of companies wholly owned (pursuant to art. 2505 of the Italian Civil Code) or owned for at least 90% of the share capital (art. 2505-bis of the Italian civil code); 2 Reduction of the share capital in the event of the withdrawal of a Shareholder; 3.          Adaptations of the Articles of Association to statutory regulatory provisions; the establishment or closing of secondary offices; 5.          the relocation of the registered office within the national territory and the transfer of the headquarters within the same Municipality The Board of Directors, without prejudice to the exclusive competences in the matters referred to in art. 2381 of the Italian Civil Code, carries out all the activities envisaged by the Corporate Governance Code.
SERI INDUSTRIAL S.p.A. · via Provinciale per Gioia, Centro Az. Quercete snc – 81016 San Potito Sannitico (CE) · P.I. 11243300156 REA CE 314821

C.F. 01008580993 · Capitale sociale Euro 95.065.680,03 i.v.