The Board of Directors has established four internal committees (the “Committees”) with preliminary, propositional and consultative functions, namely:

 

  • Control and Risk Committee
  • Remuneration Committee
  • Nomination Committee
  • Sustainability Committee

 

The composition, tasks, calling and resolution procedures, course and writing of the minutes of the meetings, as well as the powers and means of the Committees are disciplined by specific regulations approved by the Board of Directors.

 

All of the Committees are composed of four non-executive Directors, three of which are independent. Moreover, in compliance with the previsions of the Corporate Governance Code: (i) the Control and Risk Committee has expertise that is consistent with the Company’s industry and assessment of its risks and at least one member of the Committee has adequate knowledge and experience in accounting, finance or risk management; (ii) at least one member of the Remuneration Committee has adequate knowledge and experience in financial matters or remuneration policies.

 

The Chairman of each Committee is appointed by the Board of Directors.

 

The Secretary of the Board of Directors, or another person identified by them within the Legal Affairs Department, performs the functions of each Committees’ Secretary.

 

The Committees have the right to access the information and corporate departments needed to perform their duties and, performing them, the Committees may also consult, through the Company’s structures, external professionals/advisors, provided that the latter are adequately bound by the necessary confidentiality agreements. In addition, the Committees, if they deem it necessary, may prepare an annual budget to be submitted to the Board of Directors.

Control and Risk Committee

Composition

The Control and Risk Committee is composed as follows:

  • Alberto Dell’Acqua (Chairman) (*)
  • Paolo Amato (*)
  • Massimo Di Carlo (**)
  • Cristina Scocchia (*)

 

(*) Non–executive and Independent Director; (**) Non–executive Director

 

When this Committee performs the functions of the Committee responsible for related party transactions, for the activities concerning related party transactions of greater importance, the non-executive and non-independent Director Massimo Di Carlo will be substituted by the non-executive and independent Director Valter Trevisani.

 

Tasks

The Control and Risk Committee performs preliminary, propositional and consultative functions whenever the Board is called on to 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:

  • Paola Muratorio (Chairman) (*)
  • Alberto Dell’Acqua (*)
  • Massimo Di Carlo (**)
  • Valter Trevisani (*)

 

(*) Non–executive and Independent Director; (**) Non–executive Director

 

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 executive Directors and Executives with strategic responsibilities, in specific cases provided for by the Regulation on related party transactions adopted by the Company.

Nomination Committee

Composition

The Nomination Committee is composed as follows:

  • Cristina Scocchia (Chairman) (*)
  • Alessandra Battaglia (**)
  • Valter Trevisani (*) 
  • Alice Vatta (*)

 

(*) Non–executive and Independent Director; (**) Non–executive Director

 

Tasks

The Nomination 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.

Sustainability Committee

Composition

The Sustainability Committee is composed as follows:

  • Paolo Amato (Chairman) (*)
  • Alessandra Battaglia (**)
  • Paola Muratorio (*)
  • Alice Vatta (*)

 

(*) Non–executive and Independent Director; (**) Non–executive 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.