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| 2012 aNNual rEpOrT prySmiaN grOup
CONSOlidaTEd FiNaNCial STaTEmENTS >
DIRECTORS’ REPORT
The structure of corporate governance adopted by the
Company is based on the recommendations and standards
contained in the “Italian Stock Exchange Self-Regulatory
Code for Listed Companies - Ed. 2011”, drawn up by the
Corporate Governance Committee of Borsa Italiana S.p.A. and
to which the Company has adhered.
The corporate governance rules contain principles and
procedures which the Company has adopted and undertaken
to respect in order to guarantee that all its operations are
carried out effectively and transparently.
The structure of corporate governance is based on the central
role of the Board of Directors in providing strategic guidance
and transparency in decision-making processes, including
both internal and external decisions.
Prysmian S.p.A. manages and coordinates the Group’s directly
and indirectly controlled Italian companies, pursuant to art.
2497 of the Italian Civil Code.
After due evaluation, the Company’s Board of Directors has
confirmed that the Company is not under the direction and
coordination of other companies due to the absence of the
following circumstances, which would otherwise indicate
the likely existence of direction and coordination by others:
the preparation of business, strategic and financial plans
and budgets for the Group, the issue of instructions relating
to financial and credit policy, the centralisation of functions
such as treasury, administration, finance and control, the
establishment of strategies for the Group’s growth and
the strategic and market positioning of the Group and of
individual companies, especially when these policies may
influence and determine actual implementation by the
Company’s management.
The main aims of the corporate governance structure are:
• to guarantee the shareholders of Prysmian S.p.A. an
appropriate level of supervision over the more important
strategic decisions of the Group;
• to organise a multilayer decision-making structure to
CORPORATE GOVERNANCE
INTRODUCTION
