Board evaluation

Board evaluation

Since 2011, the Board members have been conducting an annual self-assessment on the functioning of the Board of Directors and its committees as well as their size and composition.

As required by the CG Code, the Board conducts at least once a year, with the preliminary contribution of the Nomination and Corporate Governance Committee, an assessment of the size, composition and functioning of the Board itself and the Board Committees. For each year of the three-year period 2022-24, the Board decided to carry out this exercise with the support of an external consulting firm of international standing, identified at the beginning of the three-year period, in order to ensure uniformity in the structure of the process, continuity and consistency for the activities carried out throughout the entire board term.

The 2023 Board review process included the formulation of a detailed questionnaire, addressed to the members of the Board of Directors and the chair of the Board of Statutory Auditors, as well as individual confidential interviews carried out by the independent consultant and a peer-to-peer review exercise.

The Board members highlighted the following strengths:

  • the structure and composition of the Board and its Committees;
  • the Board’s constructive operational approach which shows a high degree of commitment, confirmed by its members, to achieving the Group’s success;
  • the proactive and free intervention of all Board members in meetings, promoting a high-quality debate;
  • the relationship between the Board and management is on the whole deemed open, constructive and transparent;
  • the positive collaboration between the Board and the new Board of Statutory Auditors based on mutual respect and professional interaction;
  • the high quality of the information presented to the Board and the Committees and of the minutes of the relevant meetings.

The 2023 Board Review highlighted some areas for improvement. Specifically, the following was suggested:

  • increase personal attendance at meetings and encourage informal meetings, in part through off-site days, in order to strengthen cohesion and trust among the Directors and management;
  • prepare shorter and more specific reports, accompanied by summaries, on the items under discussion so that the Board can focus its discussion on the main topics, thereby improving the efficiency of Board meetings and the relation between the Board and its Committees;
  • provide additional information and foster a broader discussion on strategy, succession plans and talent development, as well as risk management and crisis planning;
  • pursue continuous training opportunities in specific areas of interest (investment, international strategy, cyber and digital security and sustainability issues).