Corporate Governance

Oto Melara S.p.A. corporate governance, based on the traditional model, is in accordance with the regulatory provisions issued for listed companies and articulated as follows:

• SHAREHOLDERS’ MEETING, with the power to adopt resolutions in ordinary and extraordinary sessions on the matters reserved for it by law or by the Article of Association. The Company’s guidance and coordination activities are performed by Finmeccanica S.p.A. that owns 100% of the shares.
  
  
• BOARD OF DIRECTORS: granted with broadest powers for the administration of the Company, with the authority to perform any act it considers relevant in order to attain the Company’s objectives, except for those acts reserved by law or by the Articles of Association for the Shareholders’ Meeting.
  The Board of Directors is currently composed, with the exclusion of the Chief Executive Officer, of independent, non-executive directors that guarantee, in terms of number and authority, the significativeness of the respective evaluations when undertaking the board decisions, contributing to ensure the compliance of the same to the social interest.
  
  
• BOARD OF STATUTORY AUDITORS: that has the task of monitoring a) compliance with the Law and Articles of Association, and observance of the principles of correct business administration; b) the adequacy of the Company organisational structure, internal audit system and administrative and accounting system, and also that the latter is reliable as a means of accurately reporting operating events.
  
  
• INDEPENDENT AUDITORS: under current legislation, audits are carried out by Independent Auditors listed in the special register, appointed for this purpose by the Shareholders’ Meeting.