PRINTThe Board of Directors has established four internal board committees (the “Committees”) with investigative, propositional, and advisory functions:
- Internal Control and Risk Management Committee (also “Control and Risk Committee”)
- Remuneration Committee
- Nomination and Corporate Governance Committee
- Sustainability Committee
The Board Committees are composed of four directors, all members of the Committees are non-executive Directors, the majority of whom are independent. In accordance with the recommendations in the Corporate Governance Code: (i) Control and Risk Committee has adequate expertise in the business sector in which the Company operates to assess the relevant risks and at least one member has adequate knowledge and experience in accounting and finance or risk management; (ii) within the Remuneration Committee, at least one member has appropriate knowledge and experience in financial or remuneration policy matters.
Each Committee Chairman is appointed by the Board of Directors.
The Secretary of the Board or another person identified by him/her within the Legal, Corporate Affairs and Compliance Department acts as the secretary for each Committee.
Committees are entitled to have access to company information and to company functions as required to enable them to effectively perform their duties and, in order to carry out their duties, may use the expertise of external consultants via the company’s structures and at its expense, provided that they are adequately bound to confidentiality. Committees may also, if they consider it necessary, prepare an annual budget to be submitted to the Board of Directors for its approval.
INTERNAL CONTROL AND RISK MANAGEMENT COMMITTEE
Composition
The Control and Risk Committee is composed as follows:
Sergio Marini (Chairman) (*)
Paolo Amato (*)
Mariachiara Geronazzo (*)
Emilio Scalfarotto (*)
(*) Non-executive and Independent Director
Tasks
The Control and Risk Committee performs preliminary, propositional and consultative functions whenever the Board is called on the make assessments or take decisions concerning the Company’s internal control and risk management system. In this context, the Committee, among other things, supports the Board when defining the guideline of the internal control and risk management system; examines the business plan of the Company and the Group; assesses the correct application of accounting standards and their uniformity for the purposes of drawing up periodic financial reports; examines the content of the Sustainability Report, relevant for the purposes of the internal control and risk management system. The Committee is also competent in the area of related-party transactions, except for the resolutions regarding remuneration matters.
REMUNERATION COMMITTEE
Composition
The Remuneration Committee is composed as follows:
Paolo Amato (Chairman) (*)
Simona Camerano (**)
Sara Carrer (*)
Emilio Scalfarotto (*)
(*) Non-executive and Independent Director; (**) Non-executive Director
When this Committee performs the functions of the Committee responsible for related party transactions in case of resolutions regarding remuneration matters, for the activities concerning related party transactions of greater importance, the non-executive and non-independent Director Simona Camerano will be substituted by the non-executive and independent Director Mariachiara Geronazzo.
Tasks
The Remuneration Committee, among other things, assists the Board of Directors in drawing up the remuneration policy, monitoring its effective application; submits proposals and gives opinions to the Board of Directors on the remuneration of executive Directors and of other Directors who hold special offices. The Committee is also competent in the area of related-party transactions in case of resolutions regarding remuneration matters and concerning Directors and Executives with strategic responsibilities, in specific cases provided for by the Regulation on related party transactions adopted by the Company.
NOMINATION AND CORPORATE GOVERNANCE COMMITTEE
Composition
The Nomination and Corporate Governance Committee is composed as follows:
Gianfranco Battisti (Chairman) (*)
Simona Camerano (**)
Sergio Marini (*)
Secondina Giulia Ravera (*)
(*) Non-executive and Independent Director; (**) Non-executive Director
Tasks
The Nomination and Corporate Governance Committee, among other things, assists the Board in the self-assessment activities of the Board and of its Committees; in identifying candidates for the office of director, where a director is appointed by co-optation; in drawing up guidelines on the maximum number of offices; in preparing, updating and implementing any succession plan for the CEO and the other executive Directors; in conducting preliminary assessments related to annual checks of Directors’ requirements; in conducting preliminary assessments regarding matters of corporate governance.
SUSTAINABILITY COMMITTEE
Composition
The Sustainability is composed as follows:
Sara Carrer (Presidente) (*)
Gianfranco Battisti (*)
Mariachiara Geronazzo (*)
Secondina Giulia Ravera (*)
(*) Non-executive and Independent Director
Tasks
The Sustainability Committee, among other things, examines the adequacy of the Company’s sustainability policies in the light of its strategic guidelines; supports the Board by examining policies that impact on the environment, on the society or on dealings with all stakeholders; identifies and indicates to the Board, also in cooperation with the Control and Risk Committee, the specific financial and non-financial risks to the Company’s business represented by sustainability issues; examines the Sustainability Report prior to the Board; examines the strategic lines of the business plan.