The Board of Directors has established four committees with consulting and advisory functions:

  • Compensation Committee
  • Control and Risk Committee, to which are attributed, at interim, the functions of the committee responsible for the transactions with related parties
  • Nomination Committee
  • Sustainability Committee

The composition, the tasks and functioning procedures, as well as the powers and means of the Committees are disciplined by specific organizational rules approved by the  Board of Directors.

All of the Committees are comprised of three non-executive Directors, the majority of whom are independent. The Members have responsibilities that are functional to the performance of the tasks that they are called upon to perform. Moreover, within the Control and Risk Committee, at least one member has adequate expertise and experience on accounting and financial matters and risk management, while the Compensation Committee includes at least one member with adequate expertise and experience on financial or compensation policies.  

The Chairman of each Committee is appointed by the Board of Directors. The role of Secretary of the Committees is performed by the Secretary of the Board of Directors, who drafts the minutes of the meetings.
 
In carrying out its functions, the Committees have the right to access the information and corporate departments needed to perform their duties. In performing their duties, the Committees may consult, through the Company’s structures and at the Company’s expense, external professionals/advisors, provided that the latter are adequately bound by the necessary confidentiality agreements. In addition to the foregoing, the Committees, if they deem it necessary, may  prepare an annual budget to be submitted to the  Board of Directors for approval.

Control and Risk Committee

Composition
The Control and Risk Committee is composed as follows:

  • Massimiliano Cesare - Chairman
  • Nicoletta Giadrossi 
  • Fabrizio Palermo 

This Committee, to which the functions of the Committee responsible for related party transactions have been temporarily assigned, will be supported by Mr. Gianfranco Agostinetto for activities relating to related party transactions of greater importance.

Tasks
The Control and Risk Committee has the task of supporting, through adequate review activities and recommendations, the Board’s assessments and decisions concerning the internal control and risk management system, as well as those concerning the approval of periodic financial reports.

Compensation Committee

The Compensation Committee is composed as follows:

  • Paola Muratorio - Chairman
  • Fabrizio Palermo
  • Donatella Treu

Tasks
The Compensation Committee performs propositive and consultative functions to the Board of Directors on the compensation of Board members and key executives.
Furthermore, the Compensation Committee has been assigned, on an ad interim basis, the functions of the Committee for related party transactions concerning compensation.

Nomination Committee

The Compensation Committee is composed as follows:

  • Paola Muratorio - Chairman
  • Fabrizio Palermo
  • Donatella Treu

Tasks
The Compensation Committee performs propositive and consultative functions to the Board of Directors on the compensation of Board members and key executives.
Furthermore, the Compensation Committee has been assigned, on an ad interim basis, the functions of the Committee for related party transactions concerning compensation.

Sustainability Committee

Composition
The Sustainability Committee is comprised as follows:

  • Gianfranco Agostinetto - Chairman
  • Simone Anichini
  • Massimiliano Cesare
  • Nicoletta Giadrossi

Tasks
The Sustainability Committee advises and makes recommendations to the Board of Directors with regard to respect and promotion, by the Company, of human rights, labor rights, respect of the environment, transparency and anti-corruption, health and safety at work, rights of all the stakeholders, product liability and product innovation.