Powers

The Company's Board of Directors plays a central role in corporate governance, holding power to set the strategic and control guidelines of the Company and the Group. Considering its leading role, the Board of Directors meets on a regular basis, organizes its activities and operates in such a way as to guarantee the effective performance of its functions.
 
In addition to the duties reserved to the Company Board by law and the articles of association, the Board of Directors has exclusive competence on the most important economic and strategic decisions, also in terms of their impact on management, or functional to the exercise of the Company's monitoring and guidance activity. Following a resolution passed by the Board of Directors on May 8, 2023, are excluded from the powers conferred on the Chief Executive Officer and General Manager, those relating to operations specified below:
 

• awarding of contracts for purchases, tenders and services for amounts exceeding Euro 50,000,000;
• passive contracts and agreements involving commitments exceeding Euro 50,000,000;
• definition of the corporate governance system of the Company and the Group, including the establishment and definition of the functions of the internal Committees of the Board, the appointment of the Committees members and the approval of the organizational regulations;
• definition of the Company's organizational structure, on the proposal of the Chief Executive Officer who in turn implements it;
• purchases, exchanges and disposals of real estate with a value exceeding Euro 5,000,000;
• approval of regulations governing supplies, contracts, services and sales;
• appointment and revocation, on proposal of the Chief Executive Officer and subject to the favorable opinion of the Board of Statutory Auditors, of the Manager in charge of drafting the Corporate Accounting Documents, granting him adequate powers and resources;
• designation, replacement and revocation, on proposal of the Chief Executive Officer, of Directors and Statutory Auditors of the listed companies owned by Poste Italiane and not included in the scope of consolidation;
• appointment and revocation, on proposal of the chief executive officer, of the head of the BancoPosta function;
• appointment and revocation of the head of the internal control function, on the joint proposal of the Chairman and the Chief Executive Officer, having heard the Board of Statutory Auditors;
• examination and approval of significant strategic, economic, equity or financial transactions of the Company ("Significant Transactions").

 
The Board of Directors - in line with the best market practices as well as with the recommendations of the Corporate Governance Code - has taken steps to establish the following general criteria for the identification of Significant Transactions, meaning therefore:
 

• transactions for amounts exceeding Euro 50,000,000 concerning: a) the acquisition or disposal of businesses or business units, assets and other assets; b) the acquisition or disposal of shareholdings also through a capital increase; c) the establishment of companies and in any case the creation of partnerships or strategic alliances lasting more than 5 years, with the exclusion of temporary business associations; d) the granting of loans or guarantees, real or personal; e) the assumption of loans and credit facilities and other credit transactions; f) the stipulation of transactions;
• the issue of financial instruments;
• merger or demerger operations in relation to which the net equity of the incorporated (merged) company or of the assets being demerged is equal to or greater than Euro 50,000,000;
• transactions which require the Company to publish an information document drawn up in compliance with the provisions established by CONSOB.

 
Transactions carried out exclusively with or between companies controlled by Poste Italiane that do not qualify as Significant Transactions, without prejudice to the competence of the Board of Directors for transactions reserved to it pursuant to the law and the Articles of Association.
 
The Board of Directors of the Company, compatibly with the operations of the Group and without prejudice to the management autonomy of each subsidiary, examines in advance the Significant Transactions of the subsidiaries themselves.
 
With regard to Significant Transactions, Poste Italiane's relevant functions provide the Board of Directors with adequate information regarding Company's interest in carrying out the transaction, including through its subsidiaries, its feasibility and economic sustainability and the consistency with the strategic plans of Poste Italiane.
 
The relevant functions ensure that the directors of the Group’s subsidiaries are aware of the identification criteria of Significant Transactions.