Governance Model

Corporate governance refers to the company’s management and control system, i.e. the set of corporate governance mechanisms and rules of both a legal and technical nature, geared towards generating value for the company’s shareholders and all of its stakeholders.

The governance model is a founding element for the company’s business and, alongside business strategy, it is aimed at supporting the relationship of trust between Openjobmetis and its stakeholders and at contributing to the achievement of the company’s business results, by creating sustainable value in the long run.

Openjobmetis is organised according to the traditional model of administration and control. In accordance with the provisions of Italian legislation regarding listed companies, company management is entrusted to a Board of Directors and supervisory functions to a Board of Statutory Auditors. Statutory auditing is carried out by an auditing firm.

In particular, Openjobmetis is governed by:

a) The Board of Directors that is responsible for company management.

b) The Board of Statutory Auditors must ensure, among other things, observance of the law and of the Articles of Association, as well as compliance with the principles of sound management, adequacy of the Company’s organisational structure for aspects of competence, of the internal control system and of the administrative-accounting system, as well as the reliability of the latter in correctly representing management operations, monitoring of the adequacy of the instructions that the Company gives to subsidiaries for compliance with the reporting obligations provided for by law; and the financial reporting process.

c) The Shareholders’ Meeting has the authority to resolve upon, among other things the approval of the financial statements and the allocation of profits, the appointment and removal of members of the Board of Directors, the appointment of members of the Board of Statutory Auditors and their fees, the purchase and disposal of treasury shares, stock option plans, amendments to the Articles of Association, the issue of convertible bonds.

Last Update 03/12/2015