4.1 Appointment and Eligibility

Directors are appointed by shareholders and must meet basic eligibility criteria:

• Be at least 18 years old
• Hold a valid Italian tax code (codice fiscale)
• Not be disqualified or bankrupt

Foreign nationals may serve as directors, subject to reciprocity rules. Residency is not required, but practical considerations (e.g., signing authority, tax status) may apply.

4.2 Board Structures

Italian companies may adopt different governance models:

• Traditional Model – Board of Directors (CdA) and Board of Statutory Auditors (Collegio Sindacale)
• Dualistic Model – Management Board and Supervisory Board
• Monistic Model – Single board with internal audit committee

The traditional model is most common for S.r.l. and S.p.A. companies. S.r.l.s may also opt for sole director governance.

4.3 Duties and Liabilities

Directors owe fiduciary duties to the company, including:

• Duty of care and diligence
• Duty of loyalty and avoidance of conflicts
• Duty to preserve capital and monitor solvency

Liability arises for breaches of duty, mismanagement, or failure to act. Directors may be held personally liable for damages to the company, shareholders, or creditors.

4.4 Management Powers and Delegation

The Board of Directors may delegate powers to individual directors (known as amministratori delegati, often translated as managing directors) or executive committees, subject to limits in the bylaws. Key decisions (e.g., mergers, capital increases) require shareholder approval. Day-to-day operations may be delegated, but ultimate responsibility remains with the board.