The Leonardo’s Board of Directors, appointed by the Shareholders' Meeting held earlier in the day, met for the first time yesterday under the chairmanship of Francesco Macrì (see AVIONEWS).

The Board, within the framework of a new organisational structure, conferred on Chairman Francesco Macrì, who has the legal representation of the Company and the corporate signature in accordance with the law and Company’s Bylaws, certain powers relating, among other things, to “Institutional Affairs and Relations”, “International Affairs and Relations”, “Group Security”, “Corporate Bodies” and “Sustainability”. 

The Board also appointed Lorenzo Mariani to the position of Chief Executive Officer and General Manager, granting him all the relevant powers for the management of the Company and the Group, with the exclusion of specific powers that the Board, in addition to those that cannot be delegated by law and Company’s Bylaws, has reserved for its own competence. 

In addition, the Board approved the establishment of the new General Management Department, reporting directly to the Chief Executive Officer and General Manager, to be headed by Gian Piero Cutillo as CoGeneral Manager. 

Independence assessment  

Since the Directors’ statements and the information available to the Company, at this meeting the Board of Directors ascertained that all the Directors meet the requirements of integrity and the absence of causes for ineligibility and incompatibility, as required by current legislation.  The Board  has also ascertained the possession of the independence requirements established by the law and  by the Corporate Governance Code for all the non-executive Directors and, therefore, for Chairman Francesco Macrì and Directors Trifone Altieri, Roberto Diacetti, Enrica Giorgetti, Elena Grifoni, Dominique Levy, Cristina Manara, Francesco Soro, Maurizio Tucci, Elena Vasco and Rosalba Veltri. 

With reference to the position of Chairman Francesco Macrì, the Board of Directors, taking into account the powers conferred on him yesterday, ascertained his status as non-executive Chairman and independent Director pursuant to the law and the Corporate Governance Code. 

With regard to Director Francesco Soro, Attorney at Law, the Board assessed that his role with the Ministry of Economy and Finance, pursuant to Article 19, paragraphs 3 and 6, of Legislative Decree No. 165/2001, is not such as to affect his independence. This assessment was made on the basis of Director Soro’s personal and professional characteristics and of the fact that the Ministry of Economy and Finance is neutral and external to the management of investee companies. 

In its assessment the Board adopted the same parameters and application criteria specified in the Corporate Governance Code and incorporated into the Board’s Rules of Procedure; to his end, the Board also took into account the quantitative and qualitative criteria already adopted by the Company, to assess the significance of any commercial, financial, professional relationships and any additional remuneration.  

The Board of Statutory Auditors has positively verified the correct application of the criteria as well as of the assessment procedures adopted by the Board. The Company is therefore largely in line with the indication laid down in the mentioned Code, referring to companies with higher capitalization and implemented in the Board of Directors’ Rules of Procedure, according to which at least half of the Board’s members should be independent Directors. 

At a forthcoming meeting, the Board will proceed to reconstitute the internal Board Committees within it. 

Appointment of the Officer in Charge 

The Board also proceeded with the appointment of the Officer in charge of the Company’s financial reporting pursuant to art. 154-bis of the TUF and Artt. 25.4 and 25.5 of the Articles of Association, confirming in this position Giuseppe Aurilio, Chief Financial Officer of the Company, until the expiry of the present Board.