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

  • Control and Risk Committee, to which are attributed, ad interim, also the functions of the committee responsible for the transactions with related parties, except for the resolutions on the compensation matter;
  • Compensation Committee, to which are attributed, ad interim, also the functions of the committee responsible for the transactions with related parties in case of resolutions on the compensation matter;
  • 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, at least, 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 Secretary of each Committee is identified by the Chairman of the Committee itself, within the Corporate Secretariat of Fincantieri, while the Secretary of the Board of Directors, takes part to the Committees’ meetings upon invitation of the Chairman of themselves.
 


 

In carrying out their 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
  • Federica Seganti
  • Barbara Alemanni
  • Federica Santini

When this Committee performs the functions of the Committee responsible for related party transactions, the non-independent Director, Federica Santini, will be substituted by the independent Director , Paola Muratorio, 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
  • Elisabetta Oliveri
  • Barbara Alemanni
  • Fabrizio Palermo

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 Nomination Committee is composed as follows:

  • Federica Seganti - Chairman
  • Luca Errico
  • Fabrizio Palermo
  • Massimiliano Cesare

Tasks
The Nomination Committee performs propositive and consultative functions to the Board of Directors on identifying the best composition of the Board of Directors, suggesting the professional figures whose presence may promote a correct and effective work.

Sustainability Committee

Composition
The Sustainability Committee is comprised as follows:

  • Elisabetta Oliveri - Chairman
  • Luca Errico
  • Federica Santini
  • Paola Muratorio

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.