Directors’ Duties in Italy

>> Powers and Duties in Italy

You must act within the powers imposed by the relevant legislation and by-laws of the company. As a director, unless the by-laws of the company establish limitations on the powers of the Directors, you are vested with broad powers in order to undertake the ordinary and extraordinary management of the company.

Duties – skill and care

In exercising directors’ powers, you are required to exhibit the diligence expected in accordance with the nature of the office and your specific competences in order to perform your duties under the company’s by-laws, the Civil Code and other relevant regulations if applicable.

Duties – general

As a director, you must act in a way which you think is most likely to promote the success of the company. You need to consider a number of statutory factors relating to corporate requirements, including the long term consequences of your decisions, the Company’s reputation and the interests of other stakeholders such as employees and the community.

  • you must ensure the Company does not carry out business in a manner likely to create

a substantial risk of serious loss to the company’s creditors

  • you must ensure that the company is not subject to any obligations it is unable  to perform
  • you have a duty to disclose any interests which you may have in any transactions of the company and the resolution that approves the activity must sufficiently illustrate the reasons for which it is useful for the company to take that action/decision. In some cases the conflict must be noted and you shall remove yourself from any decision making within the entity upon the relevant matter. If in doubt, seek advice

Duties – other

There are many other areas of law that impose duties on directors and senior managers. Matters likely to be of particular relevance, depending upon the nature of the entity and its activities, are set out below:

  • you are to ensure the maintenance of the share capital and assets of the Company
  • you are responsible for keeping true and complete accounting books and records
  • you must ensure the regular payment of taxes and social security contributions
  • like all employees, you must comply with Anti-Bribery and Corruption (ABC) legislation, including the UK Bribery Act and the US Foreign Corrupt Practices Act
  • like all employees, you must comply with any Organizational Model if adopted by  the company

Health and safety law

You must ensure compliance with Health and

Safety Regulations, including, among other duties: assess risks for health and safety

  • put in place a prevention system plan
  • remove risks or minimize them
  • minimize the number of employees exposed to danger
  • inform and train the employees, managers and individuals in a position of responsibility and with initiative powers properly and adequately
  • plan in advance the measures for improving safety standards

Please note that, unless otherwise identified and/ or unless the Directors are able to give evidence to the contrary, the members of the Board of Directors are jointly and severally considered as the employer and, as a consequence, they are jointly and severally liable for the breach of the Italian Health and Safety Regulation.

Latest version updated 4th April 2018

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